Terms & Conditions

In these Terms and Conditions:

“Contractor”, “we”, “us” or “our”

means RS Electrical & Property Maintenance Ltd.

“Client”, “you” or “your”

means the person, company, organisation or other entity instructing the Contractor or accepting a Quotation.

“Contract”

means the agreement between the Contractor and the Client incorporating the Quotation, these Terms and Conditions and any other documents expressly agreed in writing as forming part of the Contract.

“Quotation”

means our written quotation, proposal, estimate or other written offer describing the Works and associated price.

“Works”

means the services, labour, materials, equipment and other work expressly described within the Quotation.

“Site”

means the premises, property or location at which the Works are to be carried out.

“Variation”

means any addition, omission, alteration, substitution or other change to the Works after the Contract has been formed.

“Working Day”

means Monday to Friday excluding public and bank holidays in England.

2.1 These Terms and Conditions apply to all Works undertaken by the Contractor unless alternative terms are expressly agreed by us in writing.

2.2 The Quotation and these Terms together form the basis upon which we agree to undertake the Works.

2.3 Where there is any conflict between these Terms and a specific written provision contained within our Quotation, the specific provision in the Quotation shall take precedence.

2.4 Any terms contained within a Client’s purchase order, procurement system, instruction, specification or other document shall not override these Terms merely because we have received, acknowledged or commenced work pursuant to that document. Any alternative contractual terms must be expressly accepted by us in writing.

2.5 Nothing in these Terms excludes or restricts any statutory right which cannot lawfully be excluded or restricted.

3.1 Unless otherwise stated, our Quotation shall remain valid for 30 days from its date.

3.2 After the validity period has expired, we reserve the right to withdraw, amend or re-price the Quotation.

3.3 A Quotation is based upon the information reasonably available to us at the time it is prepared, including drawings, specifications, surveys, photographs, Site information and representations made by the Client or others acting on the Client’s behalf.

3.4 Unless expressly stated otherwise, quotations assume that:

• reasonable and uninterrupted access to the Site will be available;
• the Site will be ready for the Works at the agreed time;
• existing installations and building fabric are reasonably suitable for the proposed Works;
• accurate information regarding existing services has been provided;
• normal working conditions and working hours will apply;
• suitable welfare, access and working facilities will be available where appropriate; and
• no unusual, concealed, hazardous or previously undisclosed conditions exist.

3.5 Any quotation based upon incomplete, inaccurate or subsequently changed information may be revised accordingly.

3.6 Any obvious clerical, typographical or arithmetic error in a Quotation may be corrected by us.

4.1 A Contract may be formed when the Client:

• accepts our Quotation electronically or in writing;
• issues an instruction or purchase order referring to our Quotation;
• instructs us to commence the Works; or
• otherwise clearly communicates acceptance of our Quotation.

4.2 Acceptance of the Quotation constitutes acceptance of these Terms and Conditions where they have been provided or made reasonably available to the Client before the Contract is entered into.

4.3 No employee, engineer or subcontractor has authority to agree any material amendment to these Terms unless authorised by a director or authorised representative of the Contractor.

5.1 We shall undertake the Works expressly described within the Quotation.

5.2 Anything not expressly included within the Quotation is excluded unless subsequently agreed as a Variation.

5.3 Unless specifically included, our price does not include:

• builders’ work;
• decorating or specialist making good;
• asbestos removal;
• structural alterations;
• specialist access equipment;
• utility or Distribution Network Operator charges;
• statutory fees;
• planning or building control fees;
• specialist surveys;
• removal of unidentified hazardous materials;
• work to existing defective installations outside the stated scope; or
• work made necessary by the actions or omissions of other contractors.

5.4 We shall perform the Works with reasonable care and skill and, where applicable, in accordance with relevant statutory requirements and applicable technical standards in force at the time the Works are undertaken.

6.1 Unless expressly stated otherwise, our Quotation assumes that existing electrical and associated installations are reasonably serviceable and suitable for connection to, modification or extension.

6.2 Electrical work may reveal defects, deterioration, non-compliance, damaged equipment, inadequate circuits, concealed services or other conditions that could not reasonably have been identified before commencement.

6.3 We shall not be responsible for defects in existing installations or building fabric that were not caused by our Works.

6.4 Where an unforeseen condition affects the safety, legality, practicality, cost or programme of the Works, we may suspend the affected Works while the issue is investigated and appropriate instructions are obtained.

6.5 Any additional work reasonably required as a consequence may be treated as a Variation.

7.1 No Variation is included within the original Contract price unless expressly stated.

7.2 Variations may arise from:

• Client instructions;
• revised drawings or specifications;
• Site conditions;
• regulatory or compliance requirements;
• defects in existing installations;
• discoveries made during the Works;
• delays or disruption outside our reasonable control; or
• work undertaken by others.

7.3 Wherever reasonably practicable, we shall notify the Client of the anticipated cost and programme implications of a Variation before undertaking it.

7.4 Where immediate action is reasonably necessary for safety, protection of property, prevention of further damage or compliance purposes, we may undertake reasonable necessary work without obtaining prior written approval where it is impracticable to do so.

7.5 Variations shall be charged at the price agreed for the Variation or, where no price has been agreed, at our reasonable prevailing rates for labour, materials, plant, subcontractors, travel and associated costs.

7.6 A Variation may result in an extension to any previously indicated completion date.

8.1 The Client shall:

• provide safe and reasonable access to the Site;
• ensure that the Site is ready for the Works;
• provide accurate and complete information relevant to the Works;
• disclose known hazards, asbestos and other relevant Site risks;
• provide details of existing services where known;
• obtain permissions, consents and approvals for which the Client is responsible;
• provide suitable welfare facilities where legally required;
• coordinate our Works with other contractors where appropriate; and
• take reasonable steps to prevent our Works being obstructed or damaged.

8.2 We shall not be responsible for additional costs or delay resulting from a failure by the Client to fulfil these obligations.

9.1 We reserve the right to stop or refuse work where we reasonably believe conditions are unsafe or would place our employees, subcontractors, the Client, members of the public or property at unacceptable risk.

9.2 The Client must notify us before commencement of any known asbestos-containing materials, hazardous substances, contaminated areas or other significant Site hazards.

9.3 Discovery or suspected discovery of asbestos or another hazardous material may result in immediate suspension of the affected Works.

9.4 Any resulting delay, specialist investigation, attendance or additional work may be charged as a Variation where the condition was not caused by us and was not reasonably apparent when the Quotation was prepared.

10.1 Any commencement or completion date given by us is given in good faith based upon circumstances known at the time.

10.2 Unless expressly agreed otherwise in writing, time shall not be of the essence.

10.3 We shall not be responsible for delay caused by circumstances beyond our reasonable control, including:

• Client delay;
• delayed Site access;
• changes to the Works;
• other contractors;
• material shortages;
• manufacturer or supplier delays;
• utility providers;
• adverse weather;
• industrial action;
• transport disruption;
• illness or labour shortages;
• discovery of asbestos or hazardous materials;
• latent or concealed Site conditions;
• statutory authority requirements; or
• events of force majeure.

10.4 We shall be entitled to a reasonable extension of time where such circumstances occur.

10.5 Where delay or disruption caused by the Client or parties under the Client’s control results in additional cost to us, we reserve the right to recover our reasonable additional costs.

11.1 Materials and equipment shall be of the type described in the Quotation or a reasonably equivalent alternative where the specified item is unavailable, discontinued or subject to unreasonable delay, provided the alternative is suitable for the intended purpose.

11.2 Manufacturer warranties shall apply subject to the manufacturer’s own terms and conditions.

11.3 We are not responsible for manufacturer defects except to the extent that responsibility cannot lawfully be excluded.

11.4 Materials ordered specifically for the Client, bespoke products and specially manufactured equipment may be non-returnable.

11.5 Where the Client changes or cancels the Works after such materials have been ordered, the Client shall be responsible for reasonable costs we are unable to recover, subject always to any applicable statutory rights.

12.1 To the extent permitted by law, title to unfixed goods and materials supplied by us shall remain with the Contractor until payment has been received in full for those goods and materials.

12.2 Risk in installed materials shall pass as applicable under law and the circumstances of the Contract.

12.3 Nothing in this clause gives us the right to remove materials where doing so would be unlawful or cause unreasonable damage to property.

13.1 Unless expressly stated otherwise, prices exclude VAT.

13.2 VAT shall be charged at the rate and in the manner required by law.

13.3 Where the Domestic Reverse Charge or another VAT accounting mechanism applies, invoices shall be issued accordingly.

13.4 Where the Client provides incorrect information affecting VAT treatment, the Client shall remain responsible for amounts properly due following correction of that treatment, subject to applicable law.

14.1 Payment terms shall be those stated within our Quotation or invoice.

14.2 Unless alternative terms are expressly agreed, invoices are payable within the period stated on the invoice.

14.3 The Client shall notify us promptly of any genuine dispute regarding an invoice and shall provide sufficient details for us to investigate it.

14.4 The existence of a dispute concerning part of an invoice shall not entitle the Client to withhold payment of any undisputed amount, subject to applicable law.

14.5 Where the Housing Grants, Construction and Regeneration Act 1996 applies to the Contract, the payment provisions of the Contract shall operate subject to that legislation and any applicable Scheme for Construction Contracts.

15.1 For contracts between businesses, we reserve all rights available to us under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.

15.2 This may include statutory interest, fixed compensation and reasonable debt recovery costs where legally recoverable.

15.3 We reserve the right to suspend further work or withhold further performance for overdue sums where legally entitled to do so and after giving any notice required by law.

15.4 The Client shall remain responsible for payment for Works properly completed prior to suspension or termination.

16.1 We may require a deposit, mobilisation payment, material payment or other advance payment before commencing the Works.

16.2 The amount and timing of any advance payment shall be stated within the Quotation.

16.3 Advance payments may be applied towards materials, labour, mobilisation, design, administration and other costs incurred in preparation for the Works.

16.4 Any refund following cancellation shall take account of amounts we are legally entitled to retain for work undertaken, materials ordered, commitments entered into and losses reasonably resulting from cancellation.

17.1 The Client may request cancellation of the Contract by giving us written notice.

17.2 Where the Client cancels after acceptance, the Client shall pay for:

• Works completed up to cancellation;
• materials and equipment ordered or supplied;
• reasonable cancellation or restocking charges imposed upon us;
• subcontractor commitments;
• demobilisation costs; and
• other reasonable losses directly resulting from the cancellation,

to the extent legally recoverable.

17.3 Where the Client is acting as a consumer, nothing in this clause affects statutory cancellation rights.

18.1 We may suspend or terminate the Contract where the Client:

• materially breaches the Contract;
• fails to pay amounts properly due;
• repeatedly prevents or delays performance;
• fails to provide safe access;
• requires us to undertake unsafe or unlawful work;
• becomes insolvent or enters an applicable formal insolvency procedure; or
• otherwise makes continued performance materially impracticable.

18.2 Except where immediate action is reasonably necessary, we shall provide reasonable notice and an opportunity to remedy a remediable breach.

18.3 Suspension or termination shall not affect rights and liabilities accrued before the date of suspension or termination.

19.1 Testing and certification shall only be provided where included within the agreed scope or required as part of the Works.

19.2 Certificates and reports relate to the installation and circumstances existing at the time of inspection or completion.

19.3 We cannot guarantee the continued condition or performance of an installation following subsequent alteration, misuse, damage, deterioration or work undertaken by others.

19.4 Where testing identifies defects or non-compliances outside our original scope, remedial work shall not be included unless expressly agreed.

20.1 Electrical inspection and testing, including Electrical Installation Condition Reports, is intended to assess the installation so far as reasonably practicable within the agreed scope and applicable standard.

20.2 Inspection and testing may not identify defects concealed within inaccessible areas, equipment or building fabric where dismantling or destructive investigation does not form part of the agreed scope.

20.3 Any remedial recommendations arising from inspection or testing constitute separate Works unless expressly included within the original Quotation.

21.1 Electrical installation may reasonably require drilling, chasing, cutting, lifting flooring, opening ceilings or otherwise accessing building fabric.

21.2 We shall take reasonable care when undertaking such work.

21.3 Unless expressly included within the Quotation, specialist decorative making good, painting, plastering, carpentry, flooring, tiling and other finishing trades are excluded.

21.4 We shall not be responsible for unavoidable minor disturbance reasonably necessary to undertake the agreed Works.

22.1 Where the Client supplies equipment or materials, we are not responsible for their quality, suitability, compatibility, availability or manufacturer’s warranty.

22.2 Additional time incurred because Client-supplied products are defective, incomplete, unsuitable or difficult to install may be chargeable.

22.3 We reserve the right to refuse to install Client-supplied equipment which we reasonably consider unsafe, unsuitable or non-compliant.

23.1 We are not responsible for the workmanship, design, delay, damage or omissions of other contractors or third parties.

23.2 Any additional work required because of another party’s work may be treated as a Variation.

23.3 Our attendance at or continuation of Works following another contractor’s work does not constitute acceptance of responsibility for that work.

24.1 Where we expressly undertake design responsibility, our responsibility shall be limited to the design services identified within the Contract.

24.2 We shall exercise the reasonable skill and care expected of an appropriately competent electrical contractor or designer performing services of the relevant nature.

24.3 Unless expressly agreed otherwise, we do not warrant that a design will be fit for a particular purpose beyond the standard of care imposed by applicable law.

24.4 We shall not be responsible for design information, calculations, specifications or requirements supplied by the Client, consultants, manufacturers or other third parties except to the extent we have expressly agreed to verify them.

25.1 Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

25.2 Subject to clause 25.1 and applicable law, we shall only be responsible for loss or damage which is a reasonably foreseeable consequence of our breach of Contract or negligence.

25.3 For business Clients, and subject to applicable law, we shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of production, loss of opportunity or loss of anticipated savings arising from the Contract.

25.4 We shall not be responsible for loss arising from:

• pre-existing defects;
• inaccurate information supplied by others;
• misuse or unauthorised alteration;
• failure to maintain equipment;
• work undertaken by third parties;
• manufacturer defects outside our reasonable control; or
• circumstances outside our reasonable control.

25.5 Any limitation of liability stated in the Quotation shall apply subject to applicable law.

26.1 We shall take reasonable care to avoid unnecessary damage to the Site.

26.2 The Client acknowledges that some disturbance may be unavoidable when accessing concealed wiring, cables, containment or other services.

26.3 We shall not be responsible for damage arising from hidden defects, structurally unsound building fabric, incorrectly identified services or other conditions which could not reasonably have been identified before commencing the relevant work.

27.1 We warrant that the Works will be undertaken with reasonable care and skill.

27.2 Any specific workmanship warranty offered by us shall be stated within the Quotation or other Contract document.

27.3 Manufacturer warranties remain subject to the manufacturer’s terms.

27.4 Warranty obligations do not cover defects caused by misuse, accidental damage, unauthorised alterations, inadequate maintenance, external causes, fair wear and tear or work undertaken by others.

28.1 Unless otherwise agreed, intellectual property rights in designs, drawings, calculations, specifications, reports, templates and other documents produced by us remain vested in the Contractor or their original owner.

28.2 Following payment of all amounts properly due, the Client may use project-specific documents for the purpose for which they were supplied.

28.3 Such documents must not be reproduced or relied upon for another project without our written consent where doing so would infringe our intellectual property rights.

29.1 We may take photographs, videos and other records of the Site and Works for purposes including project records, quality assurance, health and safety, evidence of condition, certification and dispute resolution.

29.2 Any use of identifiable Site photographs for marketing or promotional purposes shall be subject to appropriate permission where required.

30.1 Each party shall take reasonable steps to protect confidential commercial or technical information received from the other in connection with the Contract.

30.2 This obligation shall not apply to information which is already public, lawfully received from another source, required to be disclosed by law or reasonably required by professional advisers, insurers or regulatory bodies.

31.1 Personal information shall be handled in accordance with applicable UK data protection legislation and our Privacy Policy.

31.2 The Client is responsible for ensuring that it is entitled to provide us with personal information supplied in connection with the Works.

32.1 Neither party shall be liable for failure or delay in performing an obligation caused by circumstances beyond its reasonable control, except that this shall not relieve the Client from paying amounts already properly due.

32.2 The affected party shall take reasonable steps to minimise the effects of such circumstances.

33.1 If the Client is dissatisfied with any aspect of the Works, the Client should notify us promptly and provide reasonable opportunity for us to investigate.

33.2 Where appropriate, the parties shall attempt to resolve disputes through good-faith discussion before commencing formal proceedings.

33.3 Where the Contract constitutes a construction contract within the meaning of applicable legislation, either party may have a statutory right to refer a dispute to adjudication at any time.

33.4 Nothing in this clause prevents either party from exercising any statutory or contractual remedy available to it.

34.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

35.1 We may use appropriately competent subcontractors to perform part of the Works.

35.2 The Client may not assign the Contract to another party without our prior written consent, such consent not to be unreasonably withheld where appropriate.

36.1 Formal notices relating to the Contract may be given by email, post or another written method customarily used between the parties, subject to any statutory requirements applicable to a particular notice.

36.2 Each party is responsible for maintaining accurate contact information.

37.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary or, where modification is not possible, severed.

37.2 The remaining provisions shall continue in effect.

38.1 A failure or delay by either party in exercising a contractual right shall not automatically constitute a waiver of that right.

39.1 For business Clients, the Contract constitutes the entire agreement between the parties concerning the Works and supersedes previous discussions or correspondence concerning the same subject matter, except in the case of fraud or fraudulent misrepresentation.

39.2 Nothing in this clause excludes any representation or information which cannot lawfully be excluded.

40.1 Where the Client is acting wholly or mainly outside their trade, business, craft or profession, the Client may be a consumer and additional statutory rights may apply.

40.2 Nothing in these Terms affects a consumer’s statutory rights.

40.3 Where a Contract is entered into at a distance or away from our business premises, the Client may have statutory cancellation rights.

40.4 Where the Client requests that Works commence during a statutory cancellation period, we may require the Client’s express request and acknowledgement before commencing.

40.5 If the Client lawfully cancels after requesting that Works commence during the cancellation period, the Client may be required to pay an amount proportionate to the services supplied up to cancellation, where permitted by law.

41.1 The Contract and any dispute or claim arising from it shall be governed by the laws of England and Wales.

41.2 Subject to any mandatory consumer rights and statutory dispute resolution procedures, the courts of England and Wales shall have jurisdiction.