It is hereby agreed as follows:
1. DEFINITIONS AND INTERPRETATION Words used in this Agreement shall bear the following meanings: 1.1 “Normal Working Hours” is deﬁ ned as follows :-Monday to Friday 8.30 a.m. to 5.00 pm, Saturday 8.30 a.m. to 12.30 pm, Sundays and Public Holidays excluded 1.2 “System” means the airconditioning and/or refrigeration system speciﬁ ed overleaf.
2. SERVICE OBLIGATION 2.1 In consideration of the sum payable in accordance with overleaf payable in advance, the Company agrees to make reasonable efforts to carry out and/or provide the Maintenance Services by prior appointment during Normal Working Hours in the manner hereinafter described and to keep the System in reasonable working order (fair wear and tear excepted):- 2.1.1 To conduct the following routine inspection and service of the System at the intervals as set out overleaf:(a) Inspect and clean fancoil cover, air ﬁ lters with water and detergent if necessary (b) Check conditions and accessories of fancoil (c) Clean/brush evaporator ﬁ ns if necessary (d) Clean fancoil drain pan and ﬂ ush drain pipe (e) Visual check condenser unit if neccessary (f) Check condenser condition, especially for signs of corrossion and abnormal noise during operation (g) Check refrigerant gas pressure/leaks and report if any 2.1.2 On request by the Customer in the event of breakdown or apparent failure occurring between the routine inspections and subject to Clause 2.1.1, to conduct an inspection of the breakdown or apparent failure and to correct any fault found. 2.2 The date and/or time, if any, as stated overleaf, for the scheduled Maintenance Services is an estimate only, and is subject to change by the Company at any time and from time to time. 2.3 The Maintenance Services shall not include:(a) repairs of any damage to the System caused by accident, abuse or mishandling of the System or arising from acts of third persons or any forces of nature; (b) majors repairs (other than the services set out in Clause 2.1.1) required in reconditioning or restoring the System; (c) replacement of motors burnt out by electric current failures or ﬂ uctuations, (d) furnishing of spare parts, refrigerant gas, motor rewinds or other supplies and accessories. In the event the Customer requires any of the services listed above or any other services involving substantial costs or expenses, the Company shall be entitled to charge, and the Customer shall pay, additional charges for such services as the Company shall determine. For the provision of any of the services listed above or any other services involving substantial costs or expenses, the Customer shall submit a request in writing to the Company and the Company will use its reasonable efforts to render the services only upon prior written approval by the Customer of the Company’s estimated additional charges therefor. 2.4 If the Company is required to supply all materials, parts or components for replacement for repair, a separate quotation on the rate of labour will be submitted by the Company to the Customer for acceptance prior to the commencement of any work. 2.5 The Company will maintain in its stock essential materials only that are required for the regular servicing and maintenance of the System. The Company will not stock compressors, starters, impellers and special parts (collectively referred to as “Special Parts”) that are not normally and regularly replaced. The Special Parts, when required, may be supplied by the Company at the Customer’s costs and expense. Any arrangement for the express delivery or airfreight of the Special Parts shall also be at the Customer’s costs. 2.6 In the event that the Customer fails, for any reason whatsoever, to attend at the address abovestated for the Company to carry out the Maintenance Services, the Company shall be entitled, at the Company’s sole option, to (i) carry out the Maintenance Services in the presence of any person attending at the address abovestated; or (ii) reschedule another date or time as the Company shall determine; or (iii) terminate this Agreement and forfeit the deposit. The Customer shall pay such additional charges as determined by the Company. 2.7 If the Customer requires the Maintenance Services outside of Normal Working Hours or if the Customer requires any change to the Maintenance Services, the Company shall be entitled to impose a surcharge or such additional costs (inclusive of transport and attendance) as may be deemed necessary by the Company. 2.8 Without prejudice to the foregoing, the Company shall at all times have sole and absolute discretion over the manner in which the Maintenance Services shall be carried out, notwithstanding any instructions or directions which the Customer may at any time have given in respect of such Maintenance Services.
3. COVENANTS OF THE CUSTOMER 3.1 The Customer hereby covenants as follows:(a) The System shall be in good mechanical and operating condition as at the date of this Agreement. The costs of initial inspection, repair, replacement of any faulty parts and materials required to restore the System to its proper working condition are not included in the Consideration and such additional costs will be charged to and payable by the Customer. (b) To advise the Company immediately of any apparent defect or irregularities in the System. (c) Not to permit any person to move, disconnect, service, maintain, repair or otherwise interfere or meddle with the System unless duly authorised by writing by the Company.
4. PREPAYMENTS / DEPOSITS / PAYMENTS 4.1 All prepayments or deposits made by the Customer to the Company shall be non-refundable in any event. The Company shall be entitled at its absolute discretion, but shall not be obliged, to utilise any prepayment and deposit towards the payment, in full or in part, of the Consideration for the Maintenance Services. 4.2 The Customer shall pay the Company the Consideration in the manner and on the due date in accordance with the schedule set out in Item 3 of Appendix 2 and thereafter interest at the rate of 2% per month will be payable on the outstanding amounts until full payment is made.
5. WARRANTY 5.1 No representation or warranty is made by the Company that the Maintenance Services will meet the speciﬁ cations set by the manufacturers of the System, irrespective of whether the Company has knowledge of the environmental, building and/or other conditions at the premises where the System is installed, or knowledge of the Customer’s expectations as regards the performance of the System or the Company’s Maintenance Services. 5.2 Where the manufacturer/distributor/supplier of the System (the “warrantor”) has given a warranty in respect of defects in or which may arise in the System, the Company shall have no liability to the Customer in respect of any such defects to which the warranty relates, and the Customer’s rights in respect of or arising from such defects shall only be those which the Customer may have against the warrantor under and subject to the terms of the said warranty. 5.3 The Company does not warrant that the System will be free of defects after performing the Maintenance Services. In addition and not in derogation of the foregoing provision, the Company does not warrant against defects in or damage to the System thereof which are due to improper maintenance, misuse, neglect or any other cause. 5.4 All guarantees, warranties and conditions (including any conditions as to quality or ﬁ tness for any particular purpose) whether express or implied by statute, common law or otherwise except as expressly provided in this Agreement are hereby excluded and negatived. 5.5 The warranties set out in this Agreement are given and accepted in substitution for any representation or warranty which may have been made by the Company prior to or at the time of entering into this Agreement. All such prior representations and warranties (if any) and all other representations and warranties (whether written or oral, express or implied by statute, common law or otherwise howsoever) other than those expressly set out in this Agreement are hereby excluded.
6. LIMITATION OF LIABILITY 6.1 The Company shall not be responsible for any loss or damage arising from any defect or failure of the System or any part thereof or any connection herewith, unless the loss or damage directly results from the gross negligence of the Company. 6.2 Without prejudice to the provisions in Clause 6.1, where the Customer is entitled to recover damages against the Company, the Company will indemnify the Customer only against direct damage to property or death or injury to persons to the extent caused directly by the negligent acts or omissions of the Company or its employees in the provision of the Maintenance Services, but not otherwise, and provided always that the Company’s total liability for any damage to property shall not exceed the Consideration for the Maintenance Services, and provided that the Company shall in any event have no liability for any damage to property caused by or during the usage of the System by the Customer, including but not limited to damage caused directly or indirectly by water condensation during or resulting from the usage of the System. 6.3 The Company’s liability under Clause 6.2 shall be to the exclusion of any other liability to the Customer whether contractual, tortious or otherwise for the provision of the Maintenance Services, for any death or personal injury caused by the System or for any loss or damage to or caused by the System or the maintenance thereof. 6.4 Notwithstanding anything in this Agreement, in no circumstances shall the Company be liable whether in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatsoever the cause thereof, for any of the following:(a) third-party claims against the Customer for losses or damages (other than those under the ﬁ rst two items listed above); and/or (b) any increased costs or expenses; and/or (c) any loss of proﬁ t, business, opportunity, contracts, revenues or anticipated savings; and/or (d) any special, indirect or consequential damage of any nature whatsoever; even if the Company is informed of such possibilities. 6.5 The Company shall not be liable for any delay or for the consequences of any delay in performing any of its obligations under this Agreement if such delay is due to any cause whatsoever beyond its reasonable control. Any such delay shall not discharge the Customer from any of the Customer’s obligations under this Agreement. In the event of such delay, the Company reserves the right to terminate this Agreement and refund to the Customer any deposit, without any interest or any compensation for loss or damages to the Customer. 6.6 In any event, and notwithstanding anything contained in this Agreement, the Company’s liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatsoever the cause thereof, arising by reason of or in connection with this Agreement (except in relation to death or personal injury caused by the negligence of the Company or its employees while acting in the course of their employment) shall be limited to the Consideration for the Maintenance Services. 6.7 Each of the foregoing provisions in this Clause 6 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said clauses is held to be inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of this Agreement.
7. TERMINATION 7.1 This Agreement shall be terminated in the following circumstances: (a) breach of the provisions in Clause 3.1(c) by the Customer; or (b) in the event that payment is not received by the Company in accordance with Clause 2.1 and Item 3 of Appendix 2 of this Agreement. 7.2 Upon termination of this Agreement, the Company shall not be obliged to continue to provide the Maintenance Services and shall, at its discretion, cease the Maintenace Services in an orderly manner. The Customer shall pay the Company for all Maintenace Services rendered and materials delivered until the Company completely ceases the Maintenance Services .
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 2001 The Customer and the Company do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 2001 or otherwise, by any person who is not a party to this Agreement against the Customer and the Company respectively.
9. All legal costs and expenses connected with the recovery of moneys due and owing under the contract shall be payable by you on a full indemnity basis.