Terms & Conditions

The Subscriber’s attention is in particular drawn to the provisions of clause 9.4
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Subscriber: the person, firm or company who purchases the Services from the Company.
Company: Town and Country Cleaners Limited, whose Registered Office is St. Andrew’s House, Station Road East, Canterbury, Kent, CT1 2BJ.
Contract: the contract between the Company and the Subscriber for the supply of the Services, incorporating these conditions.
Supply Point: the place where the supply of the Services is to be carried out, as defined in the Specification of Cleaning.
Specification of Cleaning: A document separate to these conditions, but forming part of the Contract, which sets out the frequency and nature of the Services.
Services: any services agreed in the Specification of Cleaning to be supplied to the Subscriber by the Company (including any part or parts of them).
1.2 A reference to a [particular] law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Subscriber purports to apply under any purchase order, confirmation of order, specification or other document or oral proposal).
2.2 No terms or conditions endorsed on, delivered with or contained in the Subscriber’s purchase order, confirmation of order, specification or other document or oral proposal shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 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. The Subscriber acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Services by the Subscriber from the Company shall be deemed to be an offer by the Subscriber to buy Services subject to these conditions.
2.5 The Subscriber shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that it is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. DESCRIPTION
3.1 The quantity and description of the Services shall be as set out in the Specification of Cleaning.
3.2 All samples, 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 shall not form part of the Contract and this is not a sale by sample.
4. SUPPLY
4.1 Unless otherwise agreed in writing by the Company, supply of the Services shall take place at the Supply Point.
4.2 If for any reason and by any means the Subscriber fails to accept supply of any of the Services when they are due to be supplied, or the Company is unable to supply the Services on time because the Subscriber has not provided appropriate instructions, documents, licences, authorizations or access:
(a) risk in the non-supply of the Services shall pass to the Subscriber; and
(b) the Services shall be deemed to have been supplied; and
(c) the Subscriber shall remain liable to pay the Contract Price for the Services as if they had been supplied; and
(d) the Company shall be entitled (at its sole discretion) to terminate Contract with immediate effect.
5. NON-DELIVERY
5.1 The quantity of any Services supplied by the Company to the Subscriber as recorded by the Company shall be conclusive evidence of the quantity supplied to the Subscriber unless the Subscriber can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-supply of services (even if caused by the Company’s negligence) unless the Subscriber gives written notice to the Company’s Head Office of the non-supply within 7 days of the date when the Services would in the ordinary course of events have been supplied.
5.3 Any liability of the Company for non-supply of the Services shall be limited to replacing the Services within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Services.
5.4 Where our staff are required to complete a site record book any omissions cannot be considered conclusive evidence of non delivery.
6. INSOLVENCY/BANKRUPTCY
6.1 The Subscriber’s right to receive supply of the Services shall (at the Company’s discretion) terminate immediately if:
(a) the Subscriber has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Subscriber or notice of intention to appoint an administrator is given by the Subscriber or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Subscriber or for the granting of an administration order in respect of the Subscriber, or any proceedings are commenced relating to the insolvency or possible insolvency of the Subscriber; or
(b) the Subscriber fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Subscriber, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Subscriber ceases to trade; or
6.2 On termination of the Contract, howsoever caused, the Company’s (but not the Subscriber’s) rights contained in this condition 6 shall remain in effect.
7. PRICE
7.1 Unless otherwise agreed by the Company in writing, the price payable by the Subscriber for the Services shall be the price set out in the quotation supplied by the Company (the Price).
7.2 The Price for the Services shall be exclusive of any value added tax.
7.3 Subject to conditions 7.4, 7.5 and 7.6, no variation of the Price shall be effective unless agreed in writing between the Company and the Subscriber.
7.4 The Price shall be increased (unless the Company declines such increase) in line with inflation effective as at midnight on the 31st of March of any and every year in which the Contract is in force.
7.5 The Price shall be increased (unless the Company declines such increase) in the event of any increase in the national minimum wage which is effective after the date of formation of the Contract.
7.6 The Price shall be increased (unless the Company declines such increase) in the event of any circumstance which affects the costs incurred by the Company in connection with performing its obligations under the Contract.
8. PAYMENT
8.1 Subject to condition 8.4, payment of the Price by the Subscriber to the Company for the Services is due in pounds sterling within 28 days of the date of any invoice rendered in relation to those Services.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall become due immediately on its termination of the Contract despite any other provision.
8.5 The Subscriber shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Subscriber has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Subscriber.
8.6 If the Subscriber fails to pay the Company any sum due pursuant to the Contract, the Subscriber shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of RBS, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. LIMITATION OF LIABILITY
9.1 Subject to conditions 4 and 5, 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 Subscriber in respect of:
(a) any breach of these conditions;
(b) any use made by the Subscriber of any of the Services;
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(c) for fraud or fraudulent misrepresentation.
9.4 Subject to conditions 9.2 and 9.3;
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
(b) the Company shall not be liable to the Subscriber for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10. ASSIGNMENT
10.1 The Company may assign the Contract or any part of it to any person, firm or company.
10.2 The Subscriber shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

11. FORCE MAJEURE
The Company reserves the right to defer the date of supply or to cancel the Contract or reduce the volume of the Services ordered by the Subscriber (without liability to the Subscriber) 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 60 days, the Subscriber shall be entitled to give notice in writing to the Company to terminate the Contract in accordance with condition 16.
12. STAFF
12.1 If the Subscriber appoints or otherwise contracts with any member of the Company’s staff privately, for whatever purpose, during the course of or within 6 months of the effective date of termination of the Contract the Subscriber shall pay a fee to the Company equivalent to the price of 26 weeks supply of Services under the Contract plus VAT.
13. COMMUNICATIONS
13.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Subscriber by the Company; or
(b) (in the case of the communications to the Subscriber) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Subscriber (including the Supply Point) set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Subscriber.
13.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, on the second day (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
14. SECURITY
14.1 Any security requirements on the part of the Subscriber will only be deemed to have been incorporated into the Contract if agreed in writing between the Subscriber and a director of the Company.
15. PUBLIC HOLIDAYS
15.1 During Weeks in which a public holiday(s) falls the price will apply in full even though the Company reserves the right not to supply the Services on the public holiday(s). Where the Subscriber specifically requests that Services be supplied on a public holiday(s) the price for the supply of Services on that public holiday(s) will be doubled except Christmas Day and New Year’s Day, which will be trebled.
16. TERMINATION
16.1 Without prejudice to any other condition of the Contract, the Contract may be terminated by either party giving to the other not less than 12 weeks written notice of termination. No such termination may be made before the expiry of 4 weeks from the first date on which Services are supplied to the Subscriber under the Contract.
16.2 Termination of the Contract, for any reason, shall not prejudice the rights of the Company for any other remedy in respect of any breach of the Contract by the Subscriber.
17. GENERAL
17.1 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.
17.2 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.
17.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Subscriber shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.6 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. 
18. ADDITIONAL SERVICES SUPPLIED BY TOWN AND COUNTRY CLEANERS LTD SUB CONTRACTORS
In the event that the Company provides an additional service(s) under contract with a sub contractor, the Company reserve the right to charge to the Subscriber any residual cost arising from the cancellation of the additional service(s).