Terms & Conditions

1           General

1.1        These terms and conditions shall apply to all services (the “services”) supplied by East Midlands Environmental Consultancy Services Limited, its Director(s), employees or contractors (the “Consultant”) to its Customer (the “Customer”). These terms and conditions shall form part of the contract (the “Contract”) between the Consultants and the Customer. No other terms and conditions of business or other standard terms (including but not limited to any terms and conditions contained in acceptance or purchase orders of the Customer) shall form part of the Contract unless expressly agreed by the parties in writing. These terms and conditions may be supplemented by special terms set out in the Consultant’s quotation to the Customer and (in the case of conflict) the terms of the quotation shall take precedence.

1.2        The Customer shall not enter into any negotiations regarding any extension or variation of services or other amendment of the terms of the Contract except with the Director(s) or a duly authorised representative of the Consultant.

1.3        These terms and conditions and the quotation letter, together with any documentation referred to therein, shall constitute the entire agreement between the Consultant and the Customer.

2           The Consultants Obligations

2.1        The Consultant shall provide the services to the Customer exercising reasonable care and skill at all times and shall endeavour to carry out the services either within the period agreed with the Customer or within a reasonable period of time provided that time shall not be of the essence of the Contract.

2.2        The Consultant shall not at any time divulge any confidential information relating to the business or affairs of the Customer unless legally obliged to do so.

3           The Customer’s Obligations

3.1        The Customer warrants that it has power to enter into the Contract with the Consultant and to authorise the Consultant to perform the Services at the premises specified in the quotation and that it has obtained all necessary approvals in relation thereto.

3.2        The Customer will ensure that the Consultant and its vehicles, plant and equipment have full and safe access onto the premises at which the Services are to be carried out and will ensure the provision of secure and safe facilities for the storage of the Consultants vehicles, plant and equipment whilst the Services are being carried out.

3.3        The Customer will ensure that the Consultant has a safe and secure environment in which to work (including adequate free working space) and all facilities necessary for it to carry out the work in complete safety.

3.4        The Customer will maintain with established insurers at its own cost adequate public liability and employer’s liability insurance relating to the areas in which the Consultant has access and on request provide it with copies of the policies.

3.5        The Customer will inform the Consultant in writing of any known hazards that may affect the health, safety or welfare of the Consultant before the Services are provided on site.

4           Payment

4.1        Prices in the Consultants quotation are, unless otherwise stated, exclusive of VAT and other duties or taxes. Any VAT or other duties or taxes payable in respect of such prices shall be payable in addition thereto.

4.2        Unit rates set out in any quotation remain firm for the period specified in the quotation or, if no period is specified, for 6 weeks from the date of quotation and thereafter may be revised.

4.3        Any statement or indications by the Consultant as to the total time, work or charges (excluding unit rates) involved in fulfilling the contract are provided as estimates only. Where it appears to the Consultant that additional time, work or charges are likely to be involved the Consultant will give reasonable notice thereof to the Customer.

4.4        All invoices shall be paid by the Customer within thirty days of submission. If an invoice is not paid within this period the Consultant shall be entitled (without prejudice to any other rights) to suspend all work on or to terminate the contract and/or any other contracts with the Customer and to charge interest on the amount unpaid until payment at the rate of 8% p.d. above the National Westminster Bank base rate for the time being in force.

4.5        The Consultant reserves the right to have outstanding debts collected by a third party should this be deemed necessary and any additional costs will be added to the outstanding debt.

5.          Information & Assistance

5.1             The Customer shall provide the Consultant with such information and assistance as the Consultant may reasonably require for the proper and expeditious performance of the Services. Information and assistance shall include but not be limited to access to the Customer’s records, equipment and staff.

5.2             The Customer accepts that the Consultant will rely on the accuracy, sufficiency and consistency of the information and assistance supplied to them.

6                 Intellectual Property

6.1             All documents, drawings, designs, photographs, computer programs and specifications prepared by the Consultant for the purpose of or in connection with the Services, and all copyright therein, and all know how, inventions, and other valuable and confidential information acquired or developed by the Consultant in connection with the Services shall remain the property of the Consultant.

6.2             The Customer shall be entitled to use the items referred to in Clause 6.1 only for the purposes for which they are specifically provided. The Customer shall not provide or otherwise make available to any third party (including any subsidiary or related company) copies or parts thereof of any advice received, training materials reports or other documents in which the Consultant retains intellectual property rights without the Consultant’s written consent.

7                 Indemnity

7.1        The Customer shall indemnify and keep indemnified the Consultant from and against:-

7.1.1     Any and all loss damage or liability arising out of or resulting from the condition of the premises in which the Consultant is instructed to perform the Services;

7.1.2     Any act neglect or default of the Customer or its employees or agents or any breach by the Customer of the Contract between the Customer and the Consultant; and

7.1.3     any claims made by the third parties against the consultant arising out of or in connection with the performance of the Services for the Customer.

8                 Liability

8.1             The Consultant shall not be liable to the Customer for any loss or damage to the Customer’s premises unless due to the negligence or other failure on the part of the Consultant to perform its obligations under this contract or under the general law.

8.2             The Consultant shall not in any event be liable to the Customer for loss of profits goodwill or any  other type of indirect or consequential loss or even if the Consultant has been advised of the possibility of the Customer incurring the same.

8.3             The Consultant’s entire liability to the Customer for all claims arising out of the performance of the Services shall not exceed the total contract price for the performance of the Services by the Consultant or £100,000 whichever shall be lower whether such claims arise from negligence, breach of warranty, breach of contract or from any other cause.

8.4             The Consultant’s entire liability to the Customer in respect of damage to the real or personal property of the Customer or any third party resulting from the negligence of the Consultant shall not exceed the sum of £100,000.



8.5             The Customer acknowledges that the Services (including but not limited to any advice, reports, sampling or recommendations forming part of the Services) are provided only for specific purposes and are base on particular circumstances at a specific location at a certain point in time.  The Consultant only accepts responsibility for the specific Services provided, taking into account any limitations on the Services set out in the quotation.  The Customer shall not use or rely on the Services for any other purpose without the Consultant’s prior written approval.

8.6             The Consultant makes no representation or warranty and gives no guarantee that the Customer or its employees undertaking training provided by the Consultant will be fit to carry out any particular task or duty as a result of the training, unless expressly stated in the quotation, and the Consultant shall bear no liability in this respect.

8.7             The Consultant makes no representation or warranty and gives no guarantee that advice or information given by the Consultant or the content of any materials, works or information provided in connection with the Services, will not constitute or result in infringement of third party rights.

8.8             Any documents or computer program supplied on computer floppy disc or via electronic communication is provided by the Consultant on the understanding that the Customer has the necessary software licences to open and run the documents on its computer system and the Consultant accepts no liability in this respect. In addition the Consultant shall have no liability to the Customer in relation to damage to the Customer’s computer system or software caused by the introduction of a computer virus.

8.9             The Consultant shall not be liable for personal injury or death of the Customer, its servants or agents except where such personal injury or death is caused by the negligence of the Consultant.

9                 Termination                

9.1             The Consultant may terminate the Contract with immediate effect in any of the following events:

9.1.1     If the Customer is in breach of its contract with the Consultant and either the breach is incapable of remedy or, if the breach is capable of remedy it is not remedied in compliance with the Consultant’s notice to remedy the breach.

9.1.2     If the Customer should fail to make punctual payments of all sums due to the Consultant.

9.1.3     If the Customer should fail to provide the Consultant with a safe and secure environment in which to work.

9.1.4     If the Consultant considers that its health safety or welfare or that of the public is at risk by continued delivery of the Services and/or where the Consultant feels that continued participation in the Contract may compromise its compliance with its health and safety standards.

9.1.5     If the Customer should require the Consultant to work with a person firm or company with whom/which the Consultant is unwilling to work.

9.1.6     If the distress or execution is levied against the Customer or the Customer makes any composition or arrangement with creditors or being an individual goes bankrupt or being a company goes into liquidation.

9.1.7     In the event of the contract being terminated on one of the grounds set out above both parties shall be released from any further obligations under the contract but without prejudice to pre-existing claims.

9.1.8     If the Customer fails to perform any of its obligations under this contract and the Consultant waives its rights to enforce that obligation then that waiver shall not apply to any further or continuing breach of the same or a different obligation. Any delay or omission by the Consultant to enforce any of its rights shall not prejudice its ability to do so either in respect of the same or any future default.

10         Continuation

10.1      Not withstanding termination of the Contract or completion of the Services the following clauses shall continue in full force and effect 1,2,3,4,6,7,8, & 13

11         Delay

11.1      The Consultant shall not be liable for any delay in performing the Services or any part of them if such delay is caused by circumstances beyond its reasonable control including (without limitation) any failures, obstruction, interference or hindrance by or on the part of the Customer or third parties, or the ill-health, disability, resignation of any of the Consultant’s key staff, or the non-availability of relevant equipment.

12         Sub-Contracts and Assignment

12.1      The Customer shall not assign any of its rights or obligations or otherwise transfer or sub-contract any part of the Contract without the Consultant’s prior written approval.

13         Validity, law and jurisdiction

13.1      If any of these terms and conditions is declared to be void, voidable, illegal or otherwise unenforceable it may be severed from the Contract but the remaining terms and conditions shall remain in full force and effect.

13.2      The Contract shall be governed by English Law and the English courts shall have exclusive jurisdiction.


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