Terms and Conditions of Business

INTERPRETATION

In these conditions the following words have the following meanings:

the Buyer: the person(s), firm or company who purchases the Services from the Company.

the Company: SB Asbestos Management Ltd; registered in England and Wales under 7037491, registered office at 7 The Villas, West End, Stoke-on-Trent, ST4 5AQ.

Contract: any contract between the Company and the Buyer for the Services, incorporat­ing these Conditions.

Services: any services agreed in the Contract to be carried out by the Company for the Buyer (including any part or parts of them) are set out in Schedule 1.

In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. In these conditions references to the masculine include the feminine and the neuter, and to the singular include the plural and vice versa, as the context admits or requires. In these conditions headings will not affect the construction of these conditions.

Application of Terms: Subject to any variation under conditions below the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. Nothing in this condition will exclude or limit the company's liability for fraudulent misrepresentation.

Each order for Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to agree to the Services subject to these conditions.

1. No order for the Services placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.
2. The Buyer must ensure that the terms of its Services and any applicable specification are complete and accurate.
3. Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order for Services to the Buyer.

4. Any quotation is valid for a period of 30 days only from its date, provided that the
5. Company has not previously withdrawn it.

DESCRIPTION

The description of the Services is set out at Schedule 1 and shall be as set out in the Company’s quotation.

All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of this Contract.

If the Buyer provides samples not taken by the Company to the Company for analysis then the Company will not be liable for any loss or damage and the Buyer shall insure against accidental loss or damage.

PRICE

Unless otherwise agreed by the Company in writing the price for the Services shall be the price set out in the Company’s written quotation.

The price for the Services shall be exclusive of any value added tax.

PAYMENT

The payment for Services is due 30 days from the date of invoice.

Time for payment shall be of the essence.

No payment shall be deemed to have been received until the Company has received cleared funds.

All payments payable to the Company under the Contract shall become due immedi­ately upon termination of this Contract despite any other provision.

The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Royal Bank of Scotland, accruing on a daily basis until payment is made, whether before or after any judgment.

LIMITATION  OF LIABILITY

Subject to condition, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

1. any breach of these conditions; and
2. (b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

The Company warrants to the Buyer that the Service will be provided using reasonable care and skill.

The Company shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions whether written or verbal supplied by the Buyer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Buyer.

The Company shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for expenses for arising out of pollution or contamination, of any kind, or for claims arising out of the Company’s failure to appreciate the reduction in value of and/or the amount involved in remediation of contaminated land and asbestos material surveys and on the basis that the land is not contaminated.

Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Conditions, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the  Service or their use by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s charges for the provision of the Service, except as expressly provided in these Conditions.

The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company’s reasonable control.

ASSIGNMENT

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

The Company may assign the Contract or any part of it to any person, firm or company.

FORCE  MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

GENERAL

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unen­forceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

The parties to this Contract do not intend that any term of this Contract will be enforce­able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

COMMUNICATIONS

All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

1. (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
2. (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.

Communications shall be deemed to have been received:

1. if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
2. if delivered by hand, on the day of delivery;
3. if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

Communications addressed to the Company shall be marked for the attention of Mr J Wilshaw.

SCHEDULE 1

SERVICES

The Company is an independent asbestos consultancy offering consultancy, survey and training services.

All work is carried out in accordance with Health & Safety Executive guidance including survey guidance contained in Asbestos: The survey guide; HSG 264 second edition (and subsequent revisions) and The Control of Asbestos Regulations 2012.

The Company consultants carrying out asbestos surveys and risk assessments are Certified Competent Persons in Asbestos or holders of Certificate P402 – Building Surveys and Bulk Sampling for Asbestos (including Risk Assessment and Risk Management Strategies) by the British Institute of Occupational Hygienists.

Bulk sample analysis is in accordance with The Analysts' Guide (HSG248) unless otherwise agreed. All samples are analysed by a UKAS accredited independent laboratory using Polarised Light Microscopy and McCrone Dispersion Staining by the methods detailed in HSG248, Appendix 2. This is an accredited test method under ISO 17025.

Where We Work