TERMS AND CONDITIONS

1. Period

This agreement comes into force when signed by and on behalf of the customer and a person authorised by 1^st Class Hygiene Ltd. This agreement shall be for a minimum contract period of (3) three years and will commence on the date on which the equipment was installed the (“installation date”).

 2. Service

1^st Class Hygiene Ltd will, under the agreement provide and service the equipment at the intervals agreed in the contract. Services will be provided during normal office hours 9am-5pm Monday to Friday. 1^st Class Hygiene Ltd agree to look after the customers services to the highest possible standard.

1^st Class Hygiene Ltd will deliver, install and commission the equipment into service at the customers premises within the UK. It will use its best endeavours to install on the date of installation agreed with the customer subject to availability, but 1^st Class Hygiene Ltd will not be liable for any loss or damage whatsoever incurred by the customer by reason of any delay in or failure to install by the said date.

1^st Class Hygiene Ltd will bear the risk of loss or of damage to the equipment until installed whereupon the risk passes to the customer.

The customer agrees to maintain at is own cost a policy of insurance to cover the liability of the customer in respect of any act or default for which it may become liable to indemnify 1^st Class Hygiene Ltd under the terms of this agreement.

The customer shall notify 1^st Class Hygiene Ltd forthwith following any change in the location of the equipment.

1^st Class Hygiene Ltd accepts no responsibility for any damage, injury or loss arising out of or in connection with the service equipment. 1^st Class Hygiene Ltd will under no circumstances be responsible for any loss of business or profit or for any other consequential loss however arising. The customer must report immediately any damage to the equipment. When the agreement ends the customer is liable to return the equipment to 1^st Class Hygiene Ltd or make it available for collection.   

The contract price of the equipment as stated overleaf shall be invoiced to the customer after the equipment installation date the contract is for a minimum period of (3) three years. The customer agrees to pay on invoice one year in advance the contract price agreed by the customer and 1^st Class Hygiene Ltd at annual intervals as specified in the payment schedule. All contract prices are exclusive of VAT.

1. If the contract comes to an end on notice the whole of the contract price becomes due.
2. The customer will pay all invoices under this agreement on the date of invoice.
3. The customer will be invoiced for any service, maintenance or replacement of equipment made necessary by the wilful act, accident, misuse, negligence, or default or any cause other than normal use.
4. Payment is due on invoice unless credit has been arranged then payment 30 days from the date of the invoice. Interest will be charged at 3%  above the bank of England base rate on the balance outstanding as at the date of invoice, in respect.
5. All payments are to be made to 1^st Class Hygiene Limited.

All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties payable. Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.

At all times the goods remain the property of 1^st Class Hygiene Ltd.

This agreement constitutes the entire agreement between 1^st Class Hygiene Ltd and the customer and no representation, condition, warranty, statement whether expressed or implied, statutory or otherwise not contained in this agreement shall be binding on 1^st Class Hygiene Ltd. No alteration, wavier or modification of the printed terms of this agreement shall be valid unless signed by a director or sales consultant of 1^st Class Hygiene Ltd. The said terms shall prevail not withstanding any variance or conflict with the terms and conditions sought to be imposed by the customer and the customers signature hereof shall be conclusive evidence thereof. These terms and conditions shall override any terms or conditions stipulated, incorporated or referred to by the customer whether in the order or in any negotiations preceding the formation of the contract.

a. The due performance of the contract for service is subject to cancellation or variation by 1^st Class Hygiene Ltd as a result of any default whatsoever on the part of 1^st Class Hygiene Ltd own suppliers or the inability to secure labour, materials or supplies as a result of any act of God, War, Riot, Civil disturbance, Strike, Lock out or other labour dispute, fire flood draught or accident legislation requisitioning or other act or order by any government department, council or any other duly constituted authority or any other cause beyond 1^st Class Hygiene Ltd control, in such any event, no liability shall attach to 1^st Class Hygiene Ltd by reason of cancellation or variation.

b. Servicing may be wholly or partially suspended and the time of such suspension to the original contract in the event of stoppage, delay, interruption of work, in the establishment of 1^st Class Hygiene Ltd during the delivery period as a result of any of the clauses set out above or any cause whatsoever beyond the control of 1^st Class Hygiene Ltd.

The customer agrees to indemnify and keep indemnified 1^st Class Hygiene Ltd from and against any and all loss and damage or liability whether criminal or civil suffered and legal fees and cost incurred by 1^st Class Hygiene Ltd resulting from a breach of this agreement by the customer including;-

a. Any act, neglect or default of the customer’s employees or agents.

b. Breaches in respect of any matter arising from the supply of the services resulting in only successful claim by a third party.

14.1. The agreement will continue until terminated by either party serving on the other written notice to expire at the end of the minimum contract period being three (3) years or at any time thereafter notice shall mean three months prior written notice in advance of the anniversary date by recorded delivery letter.

14.2. The following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately and the rights and liabilities of the parties;

a. Failure by the customer to make punctual payment of all sums due to 1^st Class Hygiene Ltd under the agreement.

b. The levying of any distress or execution against the customer or the making by the customer of any arrangement with creditors or being a company in liquidation.

14.3. In the event the contract being determined whether by effluxion of time, notice breach or otherwise the customer shall immediately pay to 1^st Class Hygiene Ltd:

a. All arrears and any other sums due under the terms of agreement.

b. All further sums which would but for the determination of this agreement have fallen due at the end of the term.

c. Either party shall be entitled to exercise one or move of the rights and remedies given to it under the terms of this agreement and the determination of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it.

d. Any rights or remedy which either party may become entitled to under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operation or law so that such rights and remedies are not exclusive of the other or others but are cumulative.

   Each Party warrants its power to enter the agreement.

  The customer shall not assign it’s rights or duties under this agreement without written              consent of 1^st Class Hygiene Ltd.

 If any provision of the agreement is declared by a judicial or other competent    authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of 1^st Class Hygiene Ltd it may be severed from this agreement or the remaining provisions of this agreement shall remain in full force and effect unless 1^st Class Hygiene Ltd in its discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event 1^st Class Hygiene Ltd shall be entitled to terminate this agreement by 30 days notice in writing to the customer and the provisions of the (termination clause) shall apply accordingly.

18. Jurisdiction

The agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

19. Vending Machines