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AB First Response Ltd Standard Terms and Conditions

These conditions shall govern the terms upon which We shall supply the Products and /or the Services, so that any conditions contained in or referred to in Your purchase order shall not bind A B First Response Ltd unless We expressly agree in writing to vary these conditions.

No addition to or variation of these conditions will bind A B First Response Ltd and its brand AB Care Solutions, unless it is specifically agreed in writing and signed by a director or secretary of the company. No agent or person employed by or under contract with the company has the authority to alter or vary these conditions in any way.

1. Definitions

• "Us", "Our(s)" or "We" means A B First Response Ltd and its brand AB Care Solutions;
• "You", "Your(s)" or "Yourself" means you the Customer;
• 'The Contract' means the arrangement between You and Us, comprising the Quotation (if any), your order of the Products and / or Services ( the Purchase Order or Order Form) these conditions and our other specific Terms and Conditions that apply to the provision of Services;
• The “Purchase Order” is your Purchase Order signed by Yourself or a duly authorised person on Your behalf;
• The “Order Form” is our form comprising a list of Products, their description and their prices for you to order from. The Order Form also constitute a Quotation;
• "Quotation" means Our written statement of prices for the Products or Services described in it;
• "Order Acknowledgment" means Our acceptance of Your order for the Products and/ or the Services;
• "Products" means the goods supplied by Us described in Proposal Quotation, Our Order Acknowledgment and in our Order Form;
• The “Services" means installation works associated with the supply of the Products and/or filling and maintenance of fire extinguishers, provision of training, provision of risk assessment consultancy as described by us in a Proposal and Quotation.

2. Payment

• Payment of goods is due on delivery;
• Payment of training services is due 20 days prior to delivery unless otherwise agreed in writing by us;
• Payment of consultancy services is due prior to the visit of the consultant;
• Payment of invoices for risk assessments is due within 21 days after receipt by yourselves of the written report;
• The Products remain Our property, until payment has been received in full. If You do not pay any sum which is due and payable to Us We shall have the right to recover all or any of the Products by requiring You to make them available for Our collection. If You fail to do so then You shall permit Us to enter upon Your premises where they are reasonably thought to be stored and repossess them.

3. Delivery And Risk

• Unless otherwise specified delivery shall be deemed to take place when the Products are delivered to Your premises, or other specified delivery point when risk in the Products passes to You. A charge may be made for delivery;
• Quoted delivery times are an indication only and A B First Response Ltd does not guarantee this. We accept no responsibility for delayed delivery.
• No liability can be accepted for goods damaged in transit unless:
• We are responsible for transport
• They are signed for “unexamined” by authorised personnel
• You give written notice of such damage to us and the carrier concerned within three days after delivery, and
• You give us or our representative(s) a reasonable opportunity to inspect the goods concerned in the state and condition and location in which they were delivered.

Liability for such damage is limited to replacement of the goods within a reasonable time.

4. Liability

• Our Products are manufactured under strict quality control standards and are designed to withstand deterioration and, (pressurised fire extinguishers only), loss of pressure provided You operate, use, maintain and store them in accordance with Our instructions on them and/or supplied with them. We do not accept any responsibility for the consequences of Your failure to follow Our instructions or for those matters over which We have no control;
• We hereby warrant that our Products will at the time of delivery correspond to the description given by Us Except where You are dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods and whether implied by statute or common law or otherwise are excluded.
• The warranty contained in paragraph (b) above is given in lieu of and shall be deemed to excluded all other warranties and conditions whether express or implied and whether arising by common law statute or otherwise other than relating to title to the goods. In particular without limitation to the foregoing We shall not be liable for the failure of any of the Products supplied to be fit for any particular purpose for which they are required except where we are shown to the negligent.
• We shall not be liable whether in negligence or otherwise for any indirect loss and /or profit or consequential loss and/or loss of profit in connection with any Products supplied.
• You shall not rely upon any representation concerning any goods supplied unless the same shall have been made by a person authorised by us in writing.
• Our aggregate liability to the buyer for negligence, breach of contact, misrepresentation or otherwise shall in no circumstances exceed the cost of the goods sold to you (determined by net price invoiced to you) in respect of any occurrence or series of occurrences. OR in the case of any Services rendered to you limited to the sum of £ 250,000.00

5. Force Majeure

We shall make every effort to comply with Our obligations under the terms of the Contract but we cannot be held responsible for circumstances which are beyond Our reasonable control. If We are unable to perform Our obligations under the Contract by reason of any such force majeure event, then We shall give You notice in writing of the circumstances giving rise to it, and after a period of three (3) months either of us shall have the right to terminate the Contract by giving notice in writing to the other without any liability except for sums accrued due under the Contract.

6. Termination

Either of Us may terminate the Contract by written notice to the other party if

• the other party shall commit a substantial breach of any of its obligations and shall not remedy such breach within seven (7) days of receiving written notice from the first named party of the breach;
• We shall be entitled to terminate the Contract immediately without notice if You shall enter into liquidation, receivership, administrative receivership or You make any arrangement or composition with creditors, or if You are an individual, any petition or receiving order in bankruptcy shall be presented or made against You, provided always that such termination shall not prejudice any right of action or remedy which shall have accrued or shall thereafter accrue to either of us.

7. Amendments Or Cancellations

The Contract may be amended or cancelled by You in accordance with the provisions set out in these conditions or, with Our written approval, or upon terms which indemnify Us against any losses including loss of profit or additional costs resulting therefrom.

8. Assignment

The Contract is personal to You and may not be assigned or otherwise transferred without Our written consent.

9. Governing law

This Contract shall be governed, construed and shall take effect in accordance with the laws of England, and shall be subject to the non-exclusive jurisdiction of the English Courts.

10. Severability

If any part of these conditions shall be deemed to be invalid for any reason then the conditions shall be read as if the invalid words or provisions had to that extent been deleted and the remainder of these conditions shall remain as drawn.

11. Unfair Contract Terms

If any clauses or part thereof is unenforceable in law that clause or part thereof shall be deemed to be deleted here from without prejudice to the remainder of these terms of these Conditions . All warranties and conditions whether implied by statute or otherwise are excluded from these Conditions Provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a buyer dealing as a consumer.

AB First Response Ltd Terms and Conditions
for Training Services

Unless otherwise agreed in writing, the standard terms and conditions for the supply of training services are as described below. Our Standard Terms and Conditions also apply and where there is any conflict between the two then our Standard terms shall take precedence.

1.Overall

Customers are responsible for ensuring that the backgrounds and physical fitness of delegates are suitable for the training course that they are attending. For Breathing Apparatus training courses specific BA Terms and Conditions also apply. AB First Response Ltd will not be liable for any refund in the case where delegates do not meet the course prerequisites.

For all courses excluding BA training, we will endeavour to adapt our training delivery to suit any specific requirement of students due to physical disability or religion provided due notice is given of requirements at the time of booking.

In no circumstances will AB First Response Ltd be liable to refund any amount in excess of the agreed fee for the training course in question. This applies in particular (but is not limited) to any travelling, subsistence or consequential expenses incurred by delegates.

Suitably qualified delegates may be substituted at any time prior to the start of the course. (N.B. Unless we know the names of delegates five working days in advance, it may not be possible to provide attendance certificates at the end of the training course. Efforts will be made to provide them as soon as possible after the course completes.)

2. Booking

Bookings will only be accepted if:

a valid purchase order is received by AB First Response Ltd from a company that has a credit arrangement with us

or

the full purchase price is received by AB First Response Ltd 20 days prior to delivery .

Once a booking has been accepted in writing by us, cancellation terms apply.

3. Cancellation & Transfer Charges for Closed Company Courses, On-Site Courses or Third Party Bookings

20-11 days notice - 50% of the course fee
10-0 days notice - 100% of the course fee

4. Public Training

Course fees cover the cost of training materials and books supplied by us, use of appropriate facilities, lecturer's time, refreshments and any room or equipment rental we undertake. Where relevant, examination fees and other related expenses will be charged to delegates if agreed in advance.

One day courses include the provision of lunch and refreshments. Other subsistence requirements are the responsibility of the delegates.

Unless a credit agreement is in place between AB First Response Ltd and The Customer, payment for training is due in advance; delegates will not be permitted to enter the classroom if payment has been not been made. The cancellation terms above shall apply in any case.

We reserve the right to cancel and re-schedule courses which do not attract a minimum number of 5 delegates.

5. In-House (Onsite) Training

Customers are responsible for arranging the logistics of in-house training. In particular, customers are responsible for (but not limited to) the provision of

A suitably equipped and adequate training room

Student workspace, typically a table/desk top, pen and paper

Sufficient and adequate floor space for delegates to lie on for practical exercises during First Aid training

Delegate and tutor refreshments

Visual aids: a whiteboard or flipchart. A video player and a screen to project onto may be required for certain courses

An outside space suitable for practical use of fire extinguishers on fires

The maximum size is 10

Our in-house training charges cover tuition, a full set of course notes and a reference text (where appropriate) per delegate. Additional rechargeable costs are the trainer's travel, accommodation and subsistence expenses (where appropriate).

Trainer's expenses are re-billed at cost. Where necessary we will provide a fixed-rate expenses quote by negotiation.

AB First Response Ltd Terms and Conditions for Services

The following describes the terms and conditions under which the A B First Response Ltd shall provide Services to the customer. Our Standard Terms and Conditions also apply an d where there is any conflict between the two then Our Standard T erms and Conditions shall take precedence and where ther.

1 Services

• A B First Response Ltd shall provide to the customer services as described in our P proposal and Q quotation . If there is more than one quotation or proposal then the later one will apply.
• All S services supplied by U us to the customer are supplied subject to these terms and conditions and o Our S standard T terms and c Conditions. Terms and conditions put forward by the customer shall not be binding on A B First Response Ltd. In the case of c Customer tailored service packages which include training, O our Terms and Condition for T training s Services also apply;

2 Fees and Expenses

• In consideration for the Services A B First Response Ltd shall be entitled to charge fees as specified in the quotation, these fees being exclusive of VAT;
• The customer shall reimburse to A B First Response Ltd all reasonable travelling and other expenses incurred by Us or any of Our personnel in connection with the provision of the Services, such expenses to be re-charged at cost and invoiced on a quarterly basis in the case of customer tailored service packages ;

3 Invoicing and payments

• A B First Response Ltd shall submit invoices to the customer on completion of the supply of the Services, or as otherwise stated in our Proposal and Quotation. The customer shall pay such invoices within 21 days;
• Customer tailored service packages which include training and/or other Services will be invoiced quarterly in advance. The invoices shall be paid by the customer within 21 days. However the initial payment for such service packages is due one week before the start of delivery;
• In the event of any invoiced sum not being paid by the customer when due such sums shall bear interest at the rate of 5% per annum above the base lending rate of Royal Bank of Scotland plc from time to time in force from the due date to the date of actual payment;
• In the event of failure by the customer to pay any sum due to A B First Response Ltd we shall after giving no less than 14 days written notice cease to provide the Services in which event A B First Response Ltd shall be entitled to make an additional charge for any additional time or expense incurred by us in connection with the withdrawal of our Services and/or any subsequent resumption;

4 Additional Fees or Expenses

Save f or as provided in these conditions A B First Response Ltd shall not be entitled to vary fees payable to it in any circumstances except in the event of any additional work or expenses being incurred by us as a result of:

• any variation to the Services specified in our Proposal and Quotation made at the request of the customer or
• any failure or delay by the customer in fulfilling its obligations hereunder

5 Information

The customer undertakes to provide A B First Response Ltd promptly with all information concerning its operations and activities which may be required by us for the performance of our obligations under the agreement and to afford our personnel the right of access to its staff and premises at all reasonable times provided that a prior arrangement has been made.

6 Confidentiality

• Neither of the parties shall at any time disclose to any person whatsoever any confidential information relating to the other party or its business or finances or trade secrets of which either of Us may have become aware;
• Should A B First Response Ltd wish to publicise the fact of its having provided services to the customer the consent of the customer shall not be unreasonably withheld.

7 Miscellaneous

• The Proposal and Quotation together with Our Standard Terms and Conditions and these terms and conditions constitute the entire Contract between A B First Response and the customer and supersede all proposals oral or written and any other communications between Us.
• No purported variation of this Contract shall take effect unless made in writing and signed by an authorised representative of each party;
• The Contract shall be governed by English Law and the parties hereto hereby submit to the jurisdiction of the English Courts.