ALPHA CALIBRATION SERVICES LTD TERMS AND CONDITIONS
Acceptance of this tender/quotation/acceptance/contract includes the acceptance of the following terms and conditions to the exclusion of all other terms and conditions (including without limitation any terms or conditions which may be included or incorporated in any Customer’s purchase order, confirmation of booking or other document or acknowledgement).
Unless previously withdrawn this quotation is open for a period of thirty days and is subject to confirmation at the time of acceptance.
This quotation is made on the assumption that the work is reasonably capable of being carried out. If on inspection it is deemed not to be the case, Alpha Calibration Services. Hereafter referred to as ALPHA, will advise the client as soon as possible and will then be freed from its obligation within the contract. No liability shall be attached to ALPHA for any loss being incurred as a result of work not being completed and the cost of any inspection and all work connected with it shall be borne by the client.
All prices given are exclusive of VAT, Carriage Charges or other taxes and levies chargeable in respect of the provision of services.
Where ALPHA and the client agree to vary the scope of the work and service dates, the agreement shall be confirmed in writing and ALPHA shall be free to adjust the contract price to take account of such changes.
Where the quotation is provided in foreign currency ALPHA shall be entitled to adjust the amount charged if there is a variation in currency exchange rates between the date of the quotation and completion of the work.
The client shall pay in full, without any withholding, set-off or counterclaim within 30 days of the date of invoice. Time for payment shall be of the essence.
In the event of work being suspended as a result of test failure, or any act of omission by the client, prices quoted may be adjusted to include any extra costs incurred as a result of this suspension. If the suspension is for a period of 30 days or more, ALPHA may at its discretion, invoice the client for any work carried out to that date.
ALPHA reserves the right to charge interest at 8% over the Bank of England base rate at the date that payment becomes due.
If the client requests extra work to be carried out, then if ALPHA agrees with such requests, this will be charged to the client at the current applicable charge rates.
If the client cancels a booking for ALPHA services less than seven working days before the scheduled date, ALPHA reserves the right to charge the full fee; 20% of this fee may be credited against future services. ALPHA may at times require a prepayment against a pro-forma invoice before any services are provided against this contract.
PERFORMANCE OF THE SERVICES
The client shall deliver items for test or calibration, carriage paid and if from outside the UK, duty paid in adequate time for the work to be carried out, unless by prior arrangement the items are collected / returned by Alpha’s own transport or Courier Service.
If on receipt, the equipment is considered unfit for the services offered, ALPHA shall contact the client and shall only proceed on written instruction from the client. If the client declines a quotation for the renewal or repair of the said item a standard investigation charge of £45.00 will be charged. The client must however ensure that all equipment for test or calibration is safe for use.
ALPHA will take all reasonable measures to safeguard client equipment while on its premises.
It shall be the Customer’s responsibility to ensure that the machinery and equipment to be tested by ALPHA is capable of being operated and tested by the machinery and equipment used by ALPHA and without causing any loss, damage or destruction of or to the equipment and machinery used by ALPHA within its normal operational parameters. In the event of any loss, damage or destruction of or to the equipment and machinery used by ALPHA which is caused by any default on the Customer’s part, the Customer will pay the full cost of any repair or replacement and indemnify ALPHA against all losses, outgoings and demands, including loss of profit, suffered or incurred by ALPHA as a result.
If the client does not arrange for collection of the equipment on completion of the work, ALPHA will return the equipment at the client’s risk and expense. Where equipment is provided without adequate packaging, ALPHA may provide extra packaging, which will be charged to the client.
ALPHA will attempt to complete all work within the times schedules but shall not be held responsible for any delays incurred due to unforeseen circumstances.
Should the client suffer material loss as a direct result of any delay in services, the client shall inform ALPHA in writing with a reasonable date by which the work shall be completed. Should ALPHA fail to complete, the client’s sole remedy shall be the right to cancel the contract.
ALPHA shall only indemnify the client against direct damage to client property arising while on ALPHA property only if caused as a direct result of negligence by ALPHA employees. No liability is accepted for damage, delay or loss in transit when equipment is returned following completion of the services.
Alpha’s total liability under this contract/order and in relation to any claims for any loss, liability, damage, (whether civil or criminal), costs and expenses arising from or in connection with the contract/order, which did not result from any negligence by ALPHA, shall be limited to the value of the contract/order in total.
OFF SITE SERVICES
Where the services are provided at the client site, the client must inform ALPHA prior to arrival of the ALPHA personnel of any actual or potential health and safety hazards and have adequate public liability insurance.
The client must provide adequate security for all ALPHA equipment either waiting, during or after test or calibration services at the client site and have suitable insurance against theft and damage.
REPORTS AND CERTIFICATES
Any results or conclusion given in reports are correct to the best of our knowledge at the time and on the basis of the instruction and information provided in writing by the client.
Any calibration certificates issued will be either ISO or UKAS certificates and will contain results that are correct to the best of our knowledge at the time and on the basis of the instruction and information provided in writing by the client.
ALPHA shall not be liable for any claims, actions or consequential damage suffered by the client or any third party by use of such reports and certificates and the client by placing an order agree to indemnify ALPHA against such liability arising from the use of such reports and certificates.
The extent of the calibration will be such as to cover all ranges and functions of the equipment, including, where relevant, linearity and frequency response. Where previous certificates have been supplied by Alpha Calibration for the same item of equipment, then the same points will normally be used. Specific calibration points will be included upon request. Statements of conformity with requirements are not made in calibration certificates. Unless otherwise requested or required by the nature of the equipment, Alpha Calibration’s own connecting leads will be used for any interconnections.
ALPHA agrees to keep confidential all matters relating to this contract. This includes but is not limited to products tested, methods used, and results of the work and contents of any reports.
The client shall not by virtue of this contract gain any rights in information, wholly or partially owned by ALPHA or any third party and used in the execution of this work. All such information shall be treated as confidential by the client and shall not be divulged to any other party without the prior written consent of ALPHA
The client shall not use the name “ALPHA” in any advertising literature with respect to services provided by ALPHA without prior written agreement.
If the client shall break any provision of this or any other contract with ALPHA or suffer distress or execution or commit an act of bankruptcy, make arrangements with creditors or go into liquidation, or have a receiver appointed, ALPHA may, without prejudice to any other claim or remedy, suspend or terminate performance of this or any other contract by written notice and shall be entitled, without prejudice to any other claim or remedy, to payment for the work already completed, work in progress, and any set-up costs at the contract rate, or at a reasonable price based on the contract price or the value of the work done.
Failure by either Party to enforce, at any time or for any period, any one or more of the terms or conditions of the contract/order, shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the contract/order.
ALPHA shall not be liable for any delay or default caused by any act of God, war, riot or civil commotion, strike, lock-out, industrial action, combination of workmen, fire, flood, drought, tempest, breakdown or other event generally comprehended in the term “force majeure” or beyond its reasonable control (each an “Event of Force Majeure”).
Contracts shall in all respects be construed and operate as an English Contract and in conformity with English Law, and the customer consents to the exclusive jurisdiction of the English courts in all matters regarding this contract.
The headings of these terms and conditions are for convenience only and shall have no effect on the interpretation thereof. If any Court or other competent authority to be void or unenforceable in whole or in part holds any provision of these conditions, these conditions shall continue to be valid as to the other provisions thereof and the remainder of the effected provision.