Terms and Conditions

These Terms and Conditions (‘Conditions’) apply to the services that we, Humphrey and Gray Ltd, a company registered in England and Wales with company number 09947728, (‘We’, and ‘Us’ and ‘Our’ shall be construed accordingly) provide services to our client, being the person or firm who purchases the services as described in the relevant order (‘Client’).

1. Basis of contracts
1.1 We shall provide the Client with a quotation for providing services required by the Client (‘Services’). Any quotation given by Us shall be valid for 30 business days from its date of issue.
1.2 The order issued by the Client (‘Order’) setting out the Services and the price agreed by Us and the Client for such Services shall constitute an offer by the Client to purchase Services at such price, and shall be governed by these Conditions. 1.3 When the Client receives written or verbal acceptance from Us that the Order has been accepted, the parties shall be bound by the terms as set out in the Order and these Conditions (‘Contract’). These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Supply of Services
2.1 We shall supply the Services to the Client using reasonable care and skill and in accordance with the Order in all material respects.
2.2 We shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.3 We will notify the Client where We are required to change the scope of the Services to comply with any applicable law or safety requirement.

3. Client’s obligations
The Client shall:
3.1 ensure that the terms of the Order are complete and accurate;
3.2 co-operate with Us in all matters relating to the Services, including providing Us with reasonable access at reasonable times to your premises, and ensure all necessary licences, permissions and consents are in place, so we are able to provide the Services;
3.3 provide Us with any necessary information for the provision of the Services which We may reasonably request.

4. The Equipment
4.1 The Client acknowledges that the Equipment remains at all times Our (or Our supplier’s) property and title and ownership shall not pass to the Client.
4.2 The Client’s sole right in the Equipment is that it is hired to the Client in accordance with the terms of the Contract.
4.3 On completion or termination of the Contract for whatever reason, all Equipment in the Client’s possession shall immediately become due for return to Us. The Client grants, and will ensure that the owner of any relevant third party premises grants, Us and our agents an irrevocable licence at any time to enter such premises to recover the Equipment.
4.4 The Client shall immediately notify Us of any loss, accident, damage or defect in the Equipment.
4.5 The Client shall be responsible to Us for:
(a) all costs and expenses in respect of rectifying any damage to the Equipment (fair wear and tear excepted) which occurred during the period in which the Equipment was at the Client’s risk; and
(b) the reasonable replacement cost in respect of lost or stolen Equipment and/or Equipment which is beyond economic repair and the Client will continue to pay the relevant charges for the Equipment until the replacement cost has been received.

5. Charges and payment
5.1 The charges for the Services (including Equipment hire) shall be as quoted in the Order (‘Charges’).
5.2 If the Client wishes to change the scope of the Services, We shall be entitled to review and revise the Charges and issue an amended quotation for the Services.
5.3 If the Client cancels or withdraws an Order after We have started to provide the Services, or Equipment has been supplied, the Client shall be liable for the Charges incurred by Us or committed to by us (which we cannot cancel) up to termination and shall pay such Charges upon request and in accordance with these Conditions.
5.4 We will invoice the Client on completion of the Services.
5.5 The Client shall pay each invoice submitted by Us within 30 days of the date of the invoice to the account specified on the invoice.
5.6 All amounts payable by the Client under the Contract are exclusive of any value added tax chargeable (‘VAT’) and the Client will on receipt of a valid VAT invoice pay Us the amount equal to any applicable VAT.
5.7 If the Client fails to make any payment due to Us under the Contract by the due date for payment, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6. Limitation of liability
6.1 Nothing in the Contract shall limit or exclude Our liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
6.2 Subject to clause 6.1, We shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of damage to goodwill; or
(d) any indirect or consequential loss.
6.3 Subject to clause 6.1, Our total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
6.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6.5 This clause 6 shall survive termination of the Contract.

7. Termination
7.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 day’s prior written notice.
7.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. or
(c) the other party commits a material breach of any of the terms of the Contract and fails to remedy that breach within 14 days of that party being notified in writing to do so.
7.3 Without limiting its other rights or remedies, We may suspend provision of the Services under the Contract if the Client fails to pay any amount due under the Contract on the due date for payment.
7.4 On termination of the Contract for whatever reason, the Client shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by the Client immediately on receipt.
7.5 Each party shall keep all information relating to the other, its business and clients confidential during this Contract.
7.6 The Client agrees, during the period in which We provide the Services and for 12 months afterwards, not to approach any of Our clients nor to solicit the services of any of Our contractors in relation to the provision of similar Services.

8. General
8.1 Save in respect of payment obligations, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
8.2 The Client shall not, without Our prior written consent assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
8.3 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8.4 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
8.6 All notices shall be in writing and effective when delivered to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause. Notices sent by post shall be treated as delivered 2 working days after posting. Email notices will be deemed to have been delivered on the date of transmission.
8.7 No one other than a party to the Contract shall have any right to enforce any of its terms.
8.8 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.