Terms & Conditions

SUPPLY AGREEMENT

Interpretation

In these Conditions:

“CLIENT” means the person named on the Supplier’s invoice or quotation for whom the Supplier has agreed to provide the Specified Service in accordance with these Terms;

“DOCUMENT” includes, in addition to a document in Writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form ;

“RETAINER” means the Supplier’s annual fee in the amount specified in the Specified Service;

“RESPONSE TIME” means the time detailed in the Specified Service within which the Supplier shall make initial contact with the Client;

“SPECIFIED SERVICE” means the service provided by the Supplier and further detailed in the invoice or quotation to which these Terms are attached ;

“SUPPLIER” means P.A.S. Interest Ltd (registered number 3538218) whose registered office is at 16 Eastern Close, Peterborough, PE1 4PP ;

“SUPPLIER’S CHARGES” means the charges shown on the invoice.

The headings in these Terms are for convenience only and shall not affect their interpretation.

Supply of the Specified Service

The Supplier shall provide the Specified Service to the Client and subject to these Terms. Any changes or additions to the Specified Service or these Terms must be agreed in Writing by the Supplier.

The Supplier shall use its reasonable endeavours to provide the Specified Service within the Response time

The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any application safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

Charges

All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

The Suppliers Charges shall be paid by the Client (together with any applicable Value Added Tax, and without any set‑off or other deduction) within 30 days of the date of the Supplier’s invoice.

If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to:

suspend the provision of the Specified Service until such time as payment is made in full

charge interest on the outstanding amount (both before and after any judgment) at the rate of determined by operation of law from time to time from the due date until the outstanding amount is paid in full;

charge debt recovery compensation at the applicable amount prescribed by law from time to time.

Warranties and Liability

The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible. Where the Supplier supplies in connection with the provision of the Specified Service any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client 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 Client.

Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, 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 Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service and the entire liability of the Supplier under or in connection with the Specified Service shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Terms.

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

Termination

Either party may (without limiting any other remedy) at any time terminate the contract by giving Written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by Written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

Upon termination of this contract for whatever reason all sums owed by the Client to the Supplier shall become due and payable by the Client with immediate effect.

For the avoidance of doubt upon termination of this contract for whatever reason, the Client shall not be entitled to the return of the Retainer or any part thereof.

Insolvency of Customer

This clause 6 applies if:

the Client makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or

the Client ceases, or threatens to cease, to carry on business; or

the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

If this clause applies then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Risk and property

Risk of damage to or loss of any goods supplied in accordance with this Contract (“the Goods”) shall pass to the Client at the time of delivery.

Legal and equitable title in all Goods delivered by the Supplier shall remain with the Supplier until all invoices or debts owed by the Client to Supplier have been paid in full, whether such debts were incurred in respect of the Goods delivered under this Contract or in respect of any other goods delivered under any other contract or in respect of other forms of indebtedness no matters how such indebtedness may have occurred.

Where the Client has failed to discharge any debt owed to the Supplier (no matter how such debt was incurred) in accordance with and by the time stipulated in the contract under which the debt was incurred, all other amounts owing by the Client under any other contract shall also fall due with immediate effect and the Client irrevocably authorises the Seller to enter upon the premises for the buyer to recover its Goods.

Any purported amendment of the terms in clause 7 shall be of no effect unless such amendment is entered into in Writing between an authorised representative of the Client and Supplier.

General

These Terms (together with the terms, if any, set out in the invoice) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

No failure or delay by either party in exercising any of its rights under the Terms shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

Any dispute arising under or in connection with these Terms or the provision of the Specified Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society. English law shall apply to this Agreement, and the parties agree to submit to the non‑exclusive jurisdiction of the English courts.