Terms & Conditions

1.1 "Client" :the person/company who buys or agrees to buy Goods or Services from ASGS .

1.2 "Conditions" :the terms and conditions set out in this document and any special terms and conditions agreed in writing by ASGS .

1.3 "Goods" :the articles (if any) which the client agrees to buy from ASGS .

1.4 "Materials" :implements tools and machinery belonging to ASGS .

1.5 "Performance" :performance of any Services.

1.6 "Performance Date" :the date or dates specified when Services are to be performed.

1.7 "Price" :the price specified for Services and Goods together with insurance and VAT at the prevailing rate on the date of the invoice.

1.8 "ASGS” All Seasons Group Services(SW)Ltd, 18 Lister Mill Business Park, Lister Close, Plympton, Plymouth, PL7 4BA

1.9 "Services": the services specified which ASGS . agrees to perform for the Client including delivery and installation of Goods.

2.1 All orders for Services and Goods shall be subject to these Conditions.

2.2 These conditions shall apply to the exclusion of all other terms and conditions which the Client may purport to apply under any order confirmation or similar document.

2.3 Engagement of ASGS . shall be deemed conclusive evidence of the Client's acceptance of these Conditions.

2.4 Any variation of these Conditions shall be inapplicable (unless agreed in writing by ASGS .).

2.5 ASGS . enters all contracts on the basis of these conditions for itself and as an agent for all and each of its servants agents and sub-contractors who shall be entitled to the benefits of these conditions.

3 The Client shall provide facilities for secure dry storage of ASGS .`s Materials during the Performance period. The Client will take all reasonable precautions to prevent theft or damage to ASGS .`s Materials whilst on site.

4. ASGS . warrants that Services and Goods will at the time of Performance correspond to the description given by ASGS Except where the Client is dealing as a consumer (as defined in the Unfair Contract Terms Act 1974 Section 12) all other warranties conditions or terms relating to quality fitness for purpose merchantability skill care or condition of Services and Goods and whether implied by statute common law or otherwise are excluded to the extent reasonable in the circumstances.

5. ASGS . will use its reasonable endeavors to effect Performance at the address stipulated by the Client on the Performance Date. The Client shall make all arrangements necessary to enable Performance. ASGS shall not be liable for failure to carry out the work if prevented from doing so as a result of any circumstances beyond its control.
5.1 Telephone calls maybe recorded to monitor Performance.

6. Invoices will be submitted on a monthly basis, where the Price is given as a weekly figure, this figure will be multiplied by the number of weeks in the year (52) and divided by the number of calendar months in the year (12) to give a monthly figure.

6.1 No credit will be issued for public or bank holidays or where the Client closes their premises for a period of time, such as over the Christmas/New Year Period, or for any reason of the process of work being impeded by any act or default of the Client or his Agent.

6.2 Payment of the Price shall be due within 14 days of ASGS sending invoices . Time for payment shall be of the essence.

6.3 Interest on overdue invoices shall accrue from the date payment was due from day to day until the date of payment at the High Court judgement debt rate from time to time in force and shall accrue at such rate after as well as before any judgement (together with an administration charge of 25 pounds per invoice and all other costs and expenses incurred as a result of such invoices being overdue).

6.4 The price will increase on the anniversary of the quotation by the annual percentage rate of inflation as determined from time to time by reference to the most recently published retail price index.

6.5 No claim or dispute by the Client shall entitle them to withhold payments of sums due under the contract.

7. Not withstanding any earlier acceptance otherwise under this contract or implied by the law the Client shall be deemed to have accepted Services and Goods concerned at the end of the working day following each day of Performance in respect of those Services and Goods and to have satisfied himself as to their quality and fitness for purpose ("Acceptance"). After Acceptance the Client shall not be entitled to reject Services or Goods which would otherwise not have been in accordance with this contract.

8. Goods shall be at the Client's risk from delivery. In spite of delivery having been made title in Goods shall not be passed to the Client until the Client shall have paid the Price in full together with any interest and costs thereon. Until such time as title in Goods has passed ASGS . shall be entitled to enter upon any premises owned occupied or controlled by the Client and repossess such Goods.

9. ASGS . shall not be liable for loss or damage to premises owned occupied or controlled by the Client or to the property of the Client resulting from Performance whether occasioned by ASGS . his employees agents or contractors (including consequential or financial loss). The Client shall indemnify ASGS . against all claims by third parties resulting from Performance. ASGS .`s liability under this contract shall in any event be limited to the Price actually paid for Performance on the day or days on which the loss or damage occurred.

10. ASGS . shall be entitled to terminate the contract forthwith without payment if the Client goes into liquidation makes any voluntary arrangements with its creditors becomes subject to an administration order ceases or threatens to cease to carry on business or if the Client fails to pay sums due to ASGS . in accordance with these Terms and Conditions. Where a Client is a limited Company or PLC the Directors of the Client guarantee (and if more than one jointly & severally) that any Payments due to ASGS are not only a liability of the Client but also of the Directors themselves personally who shall be liable to ASGS for the same & in addition to the liability of the Client.

11. Where the Client validly rejects any Services or Goods then the Client shall have no further rights whatever in respect of the supply of Services or Goods which conform to this contract. Where the Client has accepted or has been deemed to have accepted any Services or Goods then ASGS . shall have no liability whatever to the Client for late Performance of such Services or short delivery of such Goods. ASGS . shall not be liable to the Client for late Performance or late or short delivery of Goods unless wholly caused by ASGS .`s own negligence or breach of contract. The amount of any liability shall be limited to a refund of the Price provided that the Goods shall be returned before any such refund.

12. ASGS . shall have no liability for Goods supplied new and covered by a manufacturer's warranty. In the event of equipment failure or other defects before Acceptance of other Goods caused by ASGS .`s negligence or breach of contract ASGS . will repair or replace them or at its absolute discretion accept back such Goods and refund the part of the Price relating to them in full. Failing notification by the working day following the day of such failure or other defect ASGS . shall have no liability therefore ASGS . warrants that Goods are only fit for such purposes as have been notified in writing by the Client to ASGS .

13. The Client shall indemnify and keep indemnified ASGS . against any loss, damage, injury expense or any claims from third parties arising from the condition of the Client's premises or any work or process being carried out therein and in particular the Client warrants that all statutory requirements relating to premises machinery and processes have been complied with and that it will provide a safe working environment.

14. This contract shall be binding until and unless it is terminated by no less than twelve months written notice by either party. Before notice is given for any defect/s, the Client shall give written notice of any defect/s and will allow seven (7) days for ASGS to rectify the defect/s.

15. In the event of the Client moving to other premises before the expiration of this contract ASGS will transfer this contract to the successors of the Client or to any other premises that the Client may move to within our trading area. Should the work requirements of the Client increase at the Client's new premises then the price will be increased pro rata accordingly.

16. ASGS will take all reasonable care in instructing its employees or sub-contractors in the operation of alarms and security systems subject to the Clients instructions. Where the alarms or security systems are activated ASGS is not to be held responsible for any call out charges to resetting or maintaining alarm or security systems. Equally, where the Clients alarms and security systems are to be rest and the employees or sub-contracted staff of ASGS are prevented from leaving the premises whilst waiting for security staff or police then the Client undertakes to be liable for additional costs and salaries incurred whilst staff are waiting for such security staff of police.

17. If the contract is signed prior to ASGS receiving complete TUPE information it is agreed by the Client that in the event of the existing cleaning contractors is paying a higher hourly rate to its employees than ASGS , or any other benefits or Terms of Employment, in addition to the statutory requirements, or if anything contained in the TUPE information results in additional costs, the differential will be added to the cost of the contract. This clause shall not prejudice any rights or remedies of ASGS.

18. Where ASGS is involved in direct loss and expense by reason of the process of work being impeded by any act or default of the Client or his Agent or by delay on behalf of the Contractors or Tradesmen engaged by the Client in executing work not forming part of the Contract, then the amount of such loss shall be added to the contract sum.
19. The Client shall not, either during the contract or at any time within twelve months of the termination of the contract solicit or accept the employment of any ASGS . employee, without the prior written consent of ASGS .

20. This contract is subjected to English law and the parties submit to the exclusive jurisdiction of the English Courts.