WVR ENGINEERING LTD – TERMS AND CONDITIONS

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Application and Entire Agreement
1.    These Terms and Conditions apply to the provision of the services detailed on our website, quotation, verbal agreement or invoice (Services) by WVR Engineering Ltd, a company registered in England and Wales under number GB13714137 whose registered office is at South Farm Buildings, South Cliffe, Hotham, York, YO43 4UX (we, us, or Service Provider) to the person buying the services (you or Customer). 
2.    You are deemed to have accepted the Terms and Conditions when you accept our quotation or verbal agreement, or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions (the Contract) are the entire agreement between us.
3.    You have acknowledged that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation
4.    A ‘business day’ means any day other than Saturday or Sunday. A ‘working day’ means any day of the week, including England and Wales bank holidays.
5.    Words imparting the singular number shall include the plural and vice-versa.
6.    The term ‘quotation’ refers to both verbal and written.

Services
7.    We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material aspects. We can make any changes to the Services which are necessary to comply with our applicable law or safety requirement, and we will notify you of this if necessary.
8.    We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, the time shall not be of the essence in the performance of the Service.
9.    All these Terms and Conditions apply to the supply of any goods as well as the Services unless we specify otherwise.
10.    Ownership of all goods and parts are deemed to be owned by WVR Engineering Ltd until the full invoice amount has been paid within the specified terms.

Your obligations
11.    You must obtain permission, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties, and any other matters which we need to provide the Services.
12.    If you do not comply, we can terminate the Service.
13.    We are not liable for any delay or failure to provide the Service if this is caused by your failure to comply with the provisions above (your obligations)

 

Fees
14.    The fees (Fees) for the Services are set out in the quotation (whether verbal or written) and are on a time and material basis. 
15.    In addition to the Fees, we can recover from you (a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses (which will be agreed upon prior to commencement of work, (b) the cost of services provided by third parties and required by us for the performance of the Services, and (c) the cost of any materials or parts required for the provision of the Services.
16.    You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate that has been agreed upon. 
17.    The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment
18.    We can withdraw, cancel or amend a quotation if it has not been accepted by you within the timescale specified on the quotation (unless the quotation has been withdrawn, whether verbal or written).
19.    Either we or you can cancel an order for any reason prior to  your acceptance (or rejection) of the quotation.
20.    If you want to amend any details of the Service you must tell us in writing as soon as possible.  We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
21.    If, due to circumstances beyond our control, including those clauses set out below, we have to make any change in the Service or how they are provided, we will notify you immediately.  We will use reasonable endeavours to keep any such changes to a minimum. 

Payment
22.    We will invoice you for the payment of the Fees either:
a.    When we have completed the Service, or
b.    On the invoice dates set out in the quotation
23.    You must pay the Fees within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
24.    Time for payment shall be of the essence of the Contract.
25.    Without limiting any other right or remedy we have the right to charge you statutory interest if you do not pay within the period set out above at the rate of 1.1% per annum above the base lending rate of the Bank of England. This rate shall be applied to the whole invoice amount due and come into force once the payment terms have been exceeded. Further interest will be added on a cumulative basis on a 28-day recurring basis until payment is received in full (which is to include any interest charges).
26.    All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in which to justify withholding payment of any such amount in whole or in part.
27.    An exception to the above paragraph is when an instance of contra is applicable.
28.    If you do not pay within the period set out above, we can suspend any further provision of the Service and cancel any future services which have been ordered by, or otherwise arranged with you.
29.    Should the above paragraph come into effect, we reserve the right to keep any materials, parts, or goods we are storing, holding, or keeping on your behalf until such invoice(s) have been paid in full.
30.    Receipts for payments will be issued by us only at your request.
31.    All payments must be made in British Pounds, using a method agreed between us.

Sub-contracting and assignment
32.    We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33.    You must not, without written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination
34.    We can terminate the provision of the Service immediately if you:
a.    Commit a material breach of your obligations under these Terms and Conditions, or
b.    Fail to make payment any amount due under the Contract on the due date for payment, or
a.    Are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor, or
b.    Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors, or
c.    Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for appointment of an administrator in respect of your, notice of intention to appoint an administrator is given by  you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for  your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property
35.    We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Service.  We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity
36.    Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall  be limited as set out in this section
37.    The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38.    We are not liable (whether caused by our subcontractors, agents or otherwise) in connection with our provision of the Services or the performance of any of our obligations under these Terms and Conditions or the quotation for:
a.    Any indirect, special or consequential loss, damage, costs or expenses or,
b.    Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation  or goodwill, business interruption or other third party claims or
c.    Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control, or
d.    Any losses caused directly or indirectly by any failure of  your breach in relations to your obligations, or
e.    Any losses arising directly or indirectly from the choice of Services and how they will meet your requiements of your use of the Services or any goods supplied in connection with the Services.
39.    You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
40.    Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, r for any other matters for which it would be unlawful to exclude or limit liability.

Data protection
41.    When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store, or process personal data of employees of the Customer.
42.    The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or reenacted from time to time.
43.    For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’ and ‘Data Subject’ shall  have the same meaning as in the GDPR.
44.    The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Service as mentioned in these terms and conditions or as requested by and agreed with the Customer, nor shall they retain any Personal Data longer than necessary for th Processing and refrain from Processing any Personal Data for its own or for any third parties.
45.    The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, aents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set ou in thse terms and Conditions or to the extent required by applicable legislation and/or regulation.
46.    The Service Provider shall implement and maintain technical and organisational security measures as are requred to protect Personal Data Processed by the Service Provider on behal fo the Customer.
47.    Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website.  For any enquiries or complaints regarding data privacy, you can email: accounts@wvrengineeringltd.com.

Circumstances beyond a party’s control
48.    Neither of us is liable for any failure or delay in performing our obligtions where such failure or delay results from any cause that is beyod the reasonable control of that party.  Such causes include, but are not limied to: industrial action, civil unrest, fire, flood, storms, earthquates, acts of terroism, acts of war, governental action or any other event that is behond the control of the party in question. If the elay continues for a period of 90 days, either of us may terminate or cancel the Service to be carried out under these Terms and Conditions.

Communications
49.    All notices under these terms and conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
50.    Notices shall be deemed to have been fully given:
a.    When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient.
b.    When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated,
c.    On the fifth business day following mailing, if mailed by national ordinary mail, or
d.    On the tenth business day following mailing, if mailed by airmail
51.    All notices under these Terms and Conditions must be addressed to the most current address, email address or fax number notified to the other party.

No waiver
52.    No delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance
53.    If one or more of these terms and conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction
54.    This agreement shall be governed and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.