REACTION LIMITED (REACTION GROUP) GENERAL TERMS AND CONDITIONS OF BUSINESS 

 

1. Definitions and Interpretation

In these terms and conditions:-

“Agreement” means these terms and conditions together with the Order Confirmation. 

“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority using any of Reaction Group’s services and includes their successors or personal representatives.

“Customer Equipment” means any equipment or devices which is involved in the provision of Services by Reaction Group.

“Deliverables” means Documents and materials (and drafts thereof), opinions, advice and recommendations developed or produced by Reaction Group or its employees, agents or sub-contractors in relation to the Services in any form (and whether written or oral), including but not limited to Results.

“Document” includes in addition to any document in writing any drawing, map, plan, diagram, certificate, design, picture or other image, tape, disk or other device or record embodying information in any form.

“the Contract Price” means the price for the Services as set out in the Order Confirmation (if any).

“Equipment” means items comprising hardware, equipment or software, or any combination thereof, whether or not as part of a System and as set out in the Order Confirmation.

“Instruction” means the order from the Customer for the Services.

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.

“Lighting Services” means the installation, testing and/or maintenance of lighting Systems.

“Minimum Order Value” means the cost to Reaction Group of the labour required to perform the Services which would not otherwise be recouped by us if the work does not proceed as agreed.

“Order Confirmation” means the email or letter sent to the Customer which sets out (as applicable) the Services to be provided, price, estimated completion time and such other specific contractual terms as may be appropriate.

 “Reaction Group” and “We / Us / Our” means Reaction Limited, a company registered in England and Wales (Company no 05943409) and with its registered office Leanne House, 6 Avon Close, Weymouth, Dorset DT4 9UX.

“Results” electrical testing results and certificates (as applicable) following completion of Services.

“Services” means the services to be provided by Reaction Group as set out in the Order

Confirmation.

"Decontamination" means the general reference term for our specialist cleaning services

"Cleaning" means the process of eliminating dirt and or viruses or bacteria from client sites

“Site” means the site, location, ground or premises where the Services are being provided.

“System” means an electrical or lighting system.

“Testing Services” means PAT, electrical or other testing and certification Services.

“Working Day” means Monday to Friday and excludes 25th December, 26th December, 1st January and 2nd January. 

“Writing” includes any written paper document, any fax and any email correspondence.

2. Conditions

2.1 Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact.

2.2 These terms and conditions should be read together with the Order Confirmation. If there is any conflict between the Order Confirmation and these terms and conditions, the provisions of the Order Confirmation shall prevail.

2.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of Reaction Group and the Customer.

2.4 Reaction Group’s employees, agents or sub-contractors are not authorised to make any representations concerning the Instruction or any other aspect of this Agreement unless such authority is confirmed by Reaction Group in advance in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.

3. Changes

3.1 At the point of sale, the Customer will be advised of dates for the performance of the Services. The Customer must inform Reaction Group within 24 hours if these dates re unsuitable and the customer wishes to change them. Failing such notification, the dates will be reflected in the Order Confirmation and will form part of the Agreement between the parties. Any subsequent request by the Customer to cancel or change the dates will attract the following cancellation fees:

0-7 days before the first day that work is due to commence: 100% of Minimum Order Value (as specified on the order confirmation document)

8-14 days before the first day that work is due to commence: 80% of Minimum Order Value (as specified on the order confirmation document)

15-21 days before the first day that work is due to commence: 50% of Minimum Order Value (as specified on the order confirmation document)

22-30 days before the first day that work is due to commence: 25% of Minimum Order Value (as specified on the order confirmation document)

Over 30 days before the first day that work is due to commence: no charge.

3.2 If delivery of the Services is impeded or delayed by the Customer, his contractors or third parties so as to change the requirements, scope or duration of the Services, Reaction Group shall advise the Customer of the effects including any increase in the Contract Price and the Agreement shall be modified to reflect such changes.

4. Customer Obligations

4.1 The Customer shall co-operate with Reaction Group in all matters relating to the provision of the Services and, without prejudice to the foregoing generality, shall ensure that Reaction Group is provided in good time with all information, decisions and/or approvals which Reaction Group requires for provision of the Services and shall provide any additional assistance which Reaction Group may reasonably request. 

4.2 The Customer shall:-

4.2.1 provide for Reaction Group and its officers, employees, agents and sub-contractors in a timely manner and at no charge, access to such premises and other facilities, data and material as may be reasonably requested by Reaction Group;

4.2.2 be responsible at its own cost for preparing and maintaining the premises for the provision of the Services including identifying, monitoring, removing and disposing of any hazardous materials from the premises in accordance with all applicable laws before and during the provision of Services at those premises and informing Reaction Group of all of its obligations and actions under this condition; and

4.2.3 inform Reaction Group of all health and safety rules and regulations and any other reasonable security requirements that apply at any such premises. 

4.3 If our performance is inhibited or prevented due to prolonged waiting times caused or imposed by the customer, or inaccessibility to certain areas or equipment, Reaction Group may have to make a return visit which will carry an additional charge (normally, but not necessarily limited to the Minimum Order Value.

4.4 If Reaction Group’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its officers, employees, agents or sub-Contractors Reaction Group shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

4.5 The Customer shall be liable to pay to Reaction Group on demand all reasonable costs, charges and losses sustained or incurred by Reaction Group (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.

5. Reaction Group’s Duties

5.1 When Reaction Group provides a quotation or estimate, or accepts an order for work which would lead to the issue of Results or other Document, this should not be taken to imply that we will issue such Results or Document. 

5.2 Reaction Group shall exercise reasonable skill, care and diligence in the performance of the Services, in accordance with the standards of a qualified and competent contractor experienced in carrying out work of a similar scope and complexity to the Services.

5.3 Reaction Group shall use reasonable endeavours to provide the Services in accordance in all material respects with the Customer’s Instruction and the Order Confirmation (where applicable). Any time or times for the provision of the Services shall be an estimate only and time shall not be of the essence of the Agreement. 

5.4 Upon the cancellation of the Agreement by the Customer pursuant to clause 7.1 and subject to the Customer’s compliance with clause 6, Reaction Group shall as soon as reasonably practicable refund all sums paid by the Customer to Reaction Group pursuant to the Agreement and shall raise and provide the Customer with a credit note accordingly.

5.5 Reaction Group shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Site and that have been communicated to it. Reaction Group shall not be liable under the Agreement if as a result of such observation it is in breach of any of its obligations under the Agreement.

5.6 In order to comply with its duty of care and any statutory duties, Reaction Group reserves the right to at any time notify the relevant authority of any serious breach of any health and safety or protection legislation, regulation, order, rule or other legal requirement which Reaction Group discovers in connection with the provision of the Services.

6. Payment

6.1 Payment arrangements will be as detailed in the Order Confirmation. This will be either Advance Payment or Credit Account.

6.2 Advance Payment:

6.2.1 The invoice will be issued immediately following completion of the Testing or other Services and will be payable within 14 days. Testing Results will not be issued until the invoice has been paid in full. If payment is not receives when due, Reaction Group will not validate any testing and may discard any results or certification. In addition, the provisions of clause 6.4 will apply.

6.3 Credit Account:

6.3.1 If credit account terms have been agreed and reflected in the Order Confirmation, invoices will be issued following completion of Services but Testing Results will not be withheld pending payment. Payment of all invoices is due within 14 days.

6.3.2 Any previous credit account terms agreed with a Customer have no bearing on whether such terms will apply to subsequent orders. In every case the Order Confirmation will be definitive as to what payment terms apply to any Customer Instruction. 

6.4 If the Customer fails to make payment within the period specified in clauses 6.2 or 6.3 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-

6.4.1 Suspend performance of the Services; and/or

6.4.2 cancel the Agreement; and/or

6.4.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England, calculated on a daily basis, until payment is made.

6.5 Late payment in excess of 40 days will attract an additional administration handling fee of £50.00+VAT. Charges of £10.00+VAT for each additional payment reminder letter may also be payable.

6.6. The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due. 

6.7 Title in any Deliverables shall remain with Reaction Group until full payment has been received. Until all sums owed by the Customer to Reaction Group arising from any Services supplied under this Agreement are paid in full by the Customer to Reaction Group, the property in the Deliverables including any Results or certificate(s) shall remain in Reaction Group. 

6.8 In the event that payment in full is not received by Reaction Group:-

6.8.1 the Customer hereby grants to Reaction Group the right to enter upon the Site and/or the Customer’s land or buildings and agrees to procure a right of entry into anywhere else where the Deliverables are located or stored, for purposes of repossessing the Deliverables; and

6.8.2 any testing carried out will be invalidated and all parts and labels attached to appliances / electrical boards must be returned to Reaction Group.

7. Termination

7.1 A party ('the Initiating Party') may terminate this Agreement with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of one or more of the following events:-

7.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;

7.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this agreement;

7.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;

   Or

7.1.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.

7.2 Reaction Group may for any reason terminate the Agreement without liability to the Customer on giving to the Customer not less than 7 days written notice to that effect. After such termination and subject to the Customer’s compliance with clause 7.3, Reaction Group shall refund all sums paid by the Customer to Reaction Group pursuant to the Agreement and shall raise and provide the Customer with a credit note accordingly.

 

7.3 On termination of the Agreement for any reason:

7.3.1 the Customer shall immediately pay to Reaction Group all of Reaction Group’s outstanding unpaid and uncredited invoices and interest and in respect of Services provided but for which no invoice has been submitted Reaction Group may submit an invoice which shall be payable immediately on receipt; 

7.3.2 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

8. No Waiver

Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

9. Force Majeure

9.1 Neither party shall be liable for any breach of these terms caused by matters beyond their reasonable control, including but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial dispute (whether or not involving our employees), failures or interruptions of electricity or water supplies, weather of exceptional severity or acts of local or central government or other authorities. 

9.2 Without prejudice to the generality of clause 9.1, Reaction Group will not be liable for delays to the Completion Date due to weather conditions or other matters beyond our reasonable control.

10. Severability

If any provision of this Agreement 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 Agreement and the remainder of such provision shall continue in full force and effect.

11. Customer Satisfaction and Disputes

11.1 Satisfaction with the quality of the Services provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0203 961 5855. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.

11.2 If you are not completely happy with the Reaction Group service, a 100% money back guarantee is offered with the following terms:

11.2.1 This refund excludes any specialist parts or equipment ordered specifically for the Customer’s work.

11.2.2 You have 14 days from and including the day of completion of Services delivery to claim the refund. Refunds will not be issued after this 14 day period.

11.2.3 A refund will not be issued until Reaction Group has received all of the following. 1. All test documentation including reports, electronic data and certificates or a written guarantee that all electronic documentation provided by email has been destroyed. 2. All test labels affixed to appliances or consumer units – at least 95% of the total number of test labels must be returned toy Reaction Group.

11.2.4 Reaction Group will declare your Testing and Results as legally null and void, will not represent you in any legal capacity if asked to do so, nor will any confirmation that your testing was completed be provided for any insurance, police, legal, fire safety or local council matter.

11.3 Should matters not be resolved to your satisfaction and any dispute arise in connection with the Agreement parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

12. Confidentiality

12.1 Reaction Group and the Customer shall keep confidential all information of the other party, 

whether designated as confidential or not, obtained under or in connection with the 

Agreement and shall not divulge the same to any third party without the written consent of the

other party. The provisions of this clause shall not apply to any information in the public 

domain otherwise than by breach of the Agreement; or information obtained from a third party 

who is free to divulge the same.

12.2 Reaction Group may refer to the Agreement or to the fact that the Customer is the 

Consultant’s Customer with the prior consent of the Customer which shall not be unreasonably 

withheld.

13. Intellectual Property and Reports

13.1 All Intellectual Property and any other rights in the Deliverables shall remain vested in and be owned by Reaction Group at all times.

13.2 Subject always to payment in full of the Contract Price for the Services performed, Reaction Group shall grant the Customer a royalty-free license to reproduce Results for the Customer’s own use, provided always that the Report shall be used exclusively for its original intended purpose.

14. Indemnity

The Customer hereby indemnifies and holds harmless Reaction Group against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by Reaction Group in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action.

15. Liability

15.1 Notwithstanding any other provision in this agreement, Reaction Group’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.

15.2 Reaction Group’s entire liability to the Customer in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Contract Price.

15.3 Reaction Group shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or Reaction Group has been advised of the possibility of the Customer incurring it.

15.4 Without prejudice to the foregoing generalities, Reaction Group will not be held responsible for any losses arising from the supply by the Customer or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

16. Remedies

The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.

17. Assignation

The Customer shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement in whole or in part without the prior written consent of Reaction Group, which consent shall not be unreasonably withheld or delayed. Reaction Group may subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part.

18. Entire Agreement

These terms and conditions together with the Order Confirmation set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral.

19. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England shall have non-exclusive jurisdiction.

ADDENDUM A

ADDITIONAL TERMS APPLICABLE TO TESTING SERVICES

Part 1: GENERAL

A1. In the event that equipment is shown not to comply with the relevant standard, the Customer will be informed and given opportunity to rectify the failing within 90 days.

A2. Products are tested in the manner prescribed by the appropriate Standard and information provided by the Customer. Specific tests may be omitted or alternative tests conducted at the discretion of the Approved Engineer when a suitable engineering judgement can be made.

A3. Results of tests are for the specific equipment tested on the day. Test results in no way infer that all subsequent equipment will produce identical results.

A4. Moving of heavy items & furniture

Reaction Group technicians are not authorized or equipped to lift any items over 25Kg in weight. If plugs, appliances or circuits are found to be trapped under or behind heavy furniture which cannot be reasonably moved by our technician, these items may not be tested. Customers will be made aware of these items by our technician.

A5. Working at Heights

Reaction Group engineers undertaking PAT testing are not allowed, or authorised to work at heights. For PAT testing, the Customer must make arrangements to have equipment at ground level or PAT testing will not be commenced. Use of scaffolding is not considered to be ground level. For fixed wire testing, Reaction Group technicians are authorized to work at heights of 3 meters. If heights exceed 3 meters, and special access equipment is required, this will be charged separately.

A6. Site specific PPE

Reaction Group equips its technicians with the following PPE; knee pads, steel toecap shoes, high visibility jackets, safety specs, ear plugs & gloves. Any site specific PPE such as hard hats, clean suits, contamination suits (other than being supplied as part of our cleaning services) or radiological protective equipment is to be supplied by the Customer. For our Decontamination, Sterilisation and Cleaning Services, we provide our engineers with masks, respirators, coveralls, shoe covers and goggles.

A7. Working in hazardous areas

Reaction Group technicians will abide by all Customer Site safety practices and requirements in order to ensure a safe working environment for them and others around them. Reaction Group requires that the areas our technicians are working in are safe and meet national and European safety standards. Reaction Group reserves the right for its technicians to refuse to work in an area that they believe to be unsafe.

A8. Work in hazardous operating environment

Where work is undertaken in an environment where damages or loss to Reaction Group equipment may occur, without negligence or misuse being involved, the cost of repair or replacement due to any damage or loss will be recharged to and paid by the Customer.

A9. Items that must not be switched off

The Customer is expected to make our technician aware of any items that cannot be switched off. If our technician is not made aware of any equipment that cannot be switched off, Reaction Group will accept no responsibility for any damaged caused or any loss of work.

A10. Limitations

Limitations to testing a circuit are taken into account when the circuit has fixed equipment, which could be harmed during certain tests. In this case we may have to only carry out visual and earth tests.

A11. Powering down computers

In order to conduct a full fixed wiring test or a portable appliance test, each piece of equipment must be isolated from the mains and subsequently, each computer must be shut-down and switched off. Reaction Group asks that this is done by the user of the computer so as to avoid any loss of work. It should be noted that when working under a desk with multiple computers, it is possible to disconnect the wrong equipment and for this reason, Reaction Group asks that all users at any one desk shuts down their computers – if this has not been done, Reaction Group will accept no responsibility for loss of users work. If Reaction Group technicians have to shut-down computers, Reaction Group will accept no responsibility for loss of files or work.

A12. Testing of detachable power leads

IEC leads and detachable power leads are tested as separate items as per IEE and HSE guidance. Each detachable power lead is subject to its own specific test and entered in to the final asset register individually. Each of these leads is charged separately.

A13. Server room equipment

Reaction Group requires that server room equipment is shutdown and disconnected from the mains by the customer before testing can be carried out on it.

A14. Functional tests

When testing circuits or equipment, it will be assumed that it is functioning correctly and free from any defects. The Customer is asked to report any defects in equipment to Reaction Group for further investigation

A15. Microwave Radiation Leakage Testing

Microwave leakage testing is carried out with NON-British Standards conforming measurement devices. This means that while the test may indicate a possible problem with the microwave, it is not designed to serve as a full safety test – only an indication that there may be a problem. Because of the type of testers used, initial indication of problems may be false. Reaction Group accepts no responsibility for the accuracy of test results. Reaction Group also accepts no liability for claims arising from the results or action taken as a result of microwave leakage testing. This test is designed only as a basic indicator of possible problems and holds no value with regards to microwave safety.

A.16 Decontamination and Sterilisation Services

These services will include the following elements as standard unless the customer has asked for fewer elements to be performed

  1. Electrostatic Spraying of all areas spraying of an anti-viral and antibacterial agent (excluding desk items or items where the residue is undesirable)

  2. Standard Clean to remove dirt. Note that this does not include tidying of items and this clean is only to remove obvious dirt. We do not guarantee customer satisfaction in line with the same expectations of a normal cleaning service.

  3. High touch-point cleaning using antiviral/antibacterial agent. This will include any areas which are touched often and by multiple people such as door handles, desks, desk items etc.

  4. Steam Cleaning of all carpets and upholstery

 

 

PART 2: ‘STANDARD LIMITATIONS OF ELECTRICAL INSTALLATION CONDITION REPORTS (EICR)’

Reaction Group carries out our Electrical Installation Condition Reports (EICR) in accordance with the guidance within IET Wiring Regulations BS 7671:2018 Guidance Note 3 (GN3) – Chapter 3 (“the Regulations”). The Customer acknowledges and accepts the following in regard to the Regulations:-

3.1 – Our engineers undertake a periodic inspection and testing to ascertain whether the electrical installation is in a safe satisfactory condition for continued use.

3.8.3 – We assume that previous records and appropriate circuit charts/diagrams are available. If this is not the case, we allow 15 minutes to locate unknown circuits, should these not be located an observation recommending Further Investigation (FI) will be noted on the EICR.

3.8.4 – We undertake inspection in accordance with table 3.3 of GN3

100% visual inspection of the external condition of the main switchgear and 20% of the internal.

100% of earthing and protective bonding conductors.

20% of final distribution circuits and accessories.

Should these inspections raise concerns about the condition of the installation, an observation recommending FI will be noted on the EICR.

3.10.1 – Unless otherwise agreed, and previous records and appropriate circuit charts/diagrams are available, we will limit our testing to a representative 25% sample. Should previous records, charts or records not be available, or our sample reveals significant issues, an observation recommending FI will be noted on the EICR.

3.10.2 Testing will be limited to the following, in accordance with Table 3.4 of GN3;

Continuity of protective conductors and bonding conductors will be undertaken using Method 2 and recorded as an R2 result or calculated from Earth Fault Loop Impedance (EFL) (note 3).

Continuity of ring final conductors will only be undertaken if previous records are not available.

Polarity will be confirmed using EFL test.

Insulation resistance will be undertaken at the distribution equipment in a bulk test. This will be done be through connecting live conductors (line and neutral) together and testing to earth. Should a low reading be recorded an observation recommending FI will be noted on the EICR. Should electronic devices that require a connection to earth, be connected to a circuit, these will be disconnected where possible to undertake the test. If this is not possible a limitation will be recorded within the observations of the EICR.

Earth electrode testing will only be carried out on a TT earthing system. This will be undertaken using Method E3.

Operational testing of RCDs will only be undertaken, at 5xIΔn, where maximum Zs is exceeded for the rating of the circuit breaker or they are provided for additional protection.

For the purpose of inspection and testing, only accessible points will be included. No furniture or other obstacles will be moved to facilitate testing. Please ensure clear access to all distribution and equipment.

A maximum height of 3m is considered accessible (GN3 Table 3.4 note 5), equipment at heights greater than this will be recorded as a limitation on the EICR.

Routing of cables above ceilings (including loft spaces), below floors and within the fabric of the building is outside the scope of inspection.

Where distribution boards and circuits cannot be isolated for inspection and testing a limitation will be recorded on the EICR.

Category C1, C2 or FI Observations on an EICR will result in an ‘unsatisfactory’ certificate.

ADDENDUM B

ADDITIONAL TERMS APPLICABLE TO LIGHTING SERVICES

B1 Delivery

B1.1 Whilst we shall use all reasonable endeavours to deliver Equipment according to any timescales quoted in the Order Confirmation, time is not of the essence and Reaction Group will have no liability to the Customer in respect of any delay in delivery or any loss (including consequential loss) or damage thereby arising.

B1.2 We may charge for abortive delivery costs, storage, insurance and other associated costs if the Customer is unavailable for, or refuse, or defers, delivery of the Equipment when we attempt so deliver. This provision is in addition to and not in substitution for any other payment for which the Customer may become liable in respect of your failure to take delivery at the appropriate time.

B1.3 We will commission the Equipment upon delivery to ensure that it is in working order and is compliant with all relevant legislation.

B1.4 You must notify us if you have not received delivery of Equipment within three days of the date agreed with you for such delivery. We shall be deemed to have fully complied with our obligations to supply the Equipment in accordance with the terms of the Agreement unless notification to the contrary is received by us within that time.

B1.5 We reserve the right to deliver the Equipment in instalments, and failure by us to deliver any one or more of the instalments shall not entitle you to treat the Agreement as a whole as terminated.

B2 Risk 

The risk of any loss, deterioration or damage to the Equipment shall pass to the Customer on delivery.

 

1. B3 Specifications

3. B3.1 Unless otherwise stated in the Order Confirmation, the selection and choice of Equipment and (except as to compliance with specific technical specifications contained in our current literature) the assessment of the Equipment's suitability and fitness for purpose, is the Customer’s responsibility.

5. B3.2 Any specifications and statements as to suitability, performance or otherwise given by the Consultant in connection with the Equipment are offered in good faith, but are intended to be approximate only and do not constitute representations.

B4 Warranty and Liability

8. B4.1 The warranty period(s) for any Equipment to be supplied by Reaction Group will be as set out in the Order Confirmation (“the Warranty Period”).

10. B4.2 We warrant that the Equipment will be of satisfactory quality for the Warranty Period.11.   

12. B4.3 If, during the Warranty Period, the Equipment (upon our examination) is found to be defective solely due to faulty materials, workmanship or design, we may (at our option) repair or replace the defective Equipment free of charge.

14. B4.4 The following conditions must be fulfilled before any warranty claim shall arise:

B4.4.1 the claim is not attributable to fair wear and tear or any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive conditions, or being kept or installed other than under normal conditions;

 

15. B4.4.2 that the Equipment must not be or have been recharged repaired or serviced by anyone other than a qualified person for the time being employed by us;

17. B4.4.3 that any instructions to the use of the Equipment have been strictly complied with

19. B4.4.4 that the claim is made by you as our original customer for your benefit;20.   

21. B4.4.5 that the claim is notified, in detail, in writing to us within 30 days of the date of discovery thereof.

B4.5 Liability under this clause shall be in lieu of any warranty or condition implied by law as to quality or fitness for any particular purpose and to the extent permissible by law all other warranties or conditions expressed or implied by statute or otherwise are excluded.

 

CONDITIONS OF BUSINESS REACTION LIMITED (REACTION GROUP) TERMS AND CONDITIONS OF BUSINESS - PRODUCTS 

 

1. Definitions and Interpretation

 

In these terms and conditions:-

 

“Agreement” means these terms and conditions together with the Order Confirmation and any Special Conditions.

 

“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority purchasing or using any of the Supplier’s Products and/or Services under the Agreement and includes their successors or personal representatives.

 

“Deliverables” means any Products, Equipment or Document delivered to the Customer by the Supplier under this Agreement.

 

“Document”  includes in addition to any document in writing any drawing, map, plan, diagram, certificate, design, picture or other image, tape, disk or other device or record embodying information in any form.

 

“the Contract Price” means the price for the Products and Services as set out in the Order Confirmation.

 

“Equipment” means items comprising hardware, equipment or software, or any combination thereof, whether or not as part of a System and as set out in the Order Confirmation.

 

“Installation” means the installation and making ready for use of Products and any associated Equipment at the Site.

 

“Instruction” means the order from the Customer for the Services.

 

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.

 

“Order Confirmation” means the email or letter sent to the Customer which sets out (as applicable) the Products and Services to be provided, price, estimated completion time and such other specific contractual terms as may be appropriate.

 

“Product” means the product or item of equipment identified in the Order Confirmation as being supplied by the Supplier under the Agreement.

 

 “Results” electrical testing results and certificates (as applicable) following completion of Services.

 

“Services” means the System Installation or other services to be provided by the Supplier as set out in the Order Confirmation.

 

“Site” means the site, location, ground or premises where the Products are being delivered and/or the System installed.

 

“Special Conditions” means any additional conditions pertaining to a particular Product which are provided to the Customer and identified in the Order Confirmation.

 

“Supplier” and “We / Us / Our” means Reaction Limited, a company registered in England and Wales (Company no 05943409) and with its registered office Leanne House, 6 Avon Close, Weymouth, Dorset DT4 9UX.

 

“System” means the system comprising the completed installation of Products as identified in the Order Confirmation.

 

“Writing” includes any written paper document, any fax and any email correspondence.

 

 

2. Conditions

 

  1. Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact.

 

  1. These terms and conditions should be read together with the Order Confirmation and any Special Conditions. If there is any conflict between these 3 documents, the Order Confirmation shall prevail, followed by the Special Conditions and then and these terms and conditions..

 

  1. No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of the Supplier and the Customer.

 

  1. The Supplier’s employees, agents or sub-contractors are not authorised to make any representations concerning the Instruction or any other aspect of this Agreement unless such authority is confirmed by the Supplier in advance in writing.  In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.

 

 

3. Specifications

  1.  

3.1 Any specifications and statements as to suitability, performance or otherwise given by the Supplier in connection with the Equipment are offered in good faith, but are intended to be approximate only and do not constitute representations

 

3.2 Unless otherwise stated in the Order Confirmation, the selection and choice of Products and/or Systems and (except as to compliance with specific technical specifications contained in our current literature) the assessment of the Equipment's suitability and fitness for purpose, is the Customer’s responsibility. The description and illustrations of the Products and Systems shown on the Supplier’s website are intended to be an illustration only and shall not form part of the Agreement.

3.3 The Supplier shall not be liable for any variations in any specification or description of the Products and/or Systems which do not materially affect their specification, use and operation. The Supplier reserves the right to make any changes in the specification so as to conform to any applicable safety or other statutory requirements.

  1.  

3.4 Equipment is supplied on condition that it should only be used in in accordance with the applicable safety and usage instructions. The Supplier shall have no liability to you whatsoever for any loss (including consequential loss) damage or expense which you may suffer, which is caused (wholly or in part) by your failure to use the Equipment properly and also in accordance with the Supplier’s instructions.

 

 

4. Customer System Obligations

 

4.1 The Customer shall provide the Supplier and its employees, agents, sub-contractors with:

 

4.1.1 full access to the Site during Normal Working Hours to survey, measure, conduct an initial test, install, test and service the System;

 

4.1.2 clear access to areas required for Installation of the System, including moving any materials, ceiling tiles and other objects which obstruct access.

 

4.1.3 a safe working environment;

 

4.1.4 details of the location of any concealed pipes and wires which may affect the Installation or operation of the System or the Services and about any known risks and any hazardous materials at the Site; and

 

4.1.5 any other relevant information about the Site which they ought to know prior to the Installation or provision of the Services.

 

4.2 The Customer shall not interfere with or permit any third party to interfere with, adjust, test, service or attempt to repair the System.

 

 

5. Supplier’s Duties

 

5.1 The Supplier shall exercise reasonable skill, care and diligence in the performance of the Services, in accordance with the standards of a qualified and competent contractor experienced in carrying out work of a similar scope and complexity to the Services.

 

5.2 The Supplier will use its reasonable endeavours to install the System within a reasonable period of time and accepts no responsibility for delays in completion of the Installation which are outside of our reasonable control.

 

5.3 The Supplier warrants that:

 

5.3.1 it will carry out the Installation with reasonable care, skill and ability;

 

5.3.2 the System will as at the System Handover date and for a period of 3 (three) months thereafter be of satisfactory quality, fit for purpose and will be free from defects in design, materials and workmanship and will conform to the description in the Order Confirmation; and

 

5.4 All other warranties are excluded to the maximum extent permissible by law.

 

5.5 The Supplier will conduct routine inspections. The Supplier will write to the Customer to arrange a mutually convenient date and time to carry out the Routine Inspections which will take place during Normal Working Hours. The timing of such inspections will be determined by the Supplier.

 

5.6 In order to comply with its duty of care and any statutory duties, the Supplier reserves the right to at any time notify the relevant authority of any serious breach of any health and safety or protection legislation, regulation, order, rule or other legal requirement which the Supplier discovers in connection with the provision of the Services.

 

 

6. Delivery

 

6.1 Whilst we shall use all reasonable endeavours to deliver the Products and/or Equipment according to any timescales quoted in the Order Confirmation, time is not of the essence and we will have no liability to the Customer in respect of any delay in delivery or any loss (including consequential loss) or damage thereby arising.

 

6.2 We may charge for abortive delivery costs, storage, insurance and other associated costs if the Customer is unavailable for, or refuse, or defers, delivery of the Products and/or Equipment when we attempt so deliver. This provision is in addition to and not in substitution for any other payment for which the Customer may become liable in respect of your failure to take delivery at the appropriate time.

 

6.4 You must notify us if you have not received delivery of Products and/or Equipment within three days of the date agreed with you for such delivery. We shall be deemed to have fully complied with our obligations to supply the Products and/or Equipment in accordance with the terms of the Agreement unless notification to the contrary is received by us within that time.

 

6.5 We reserve the right to deliver in instalments, and failure by us to deliver any one or more of the instalments shall not entitle you to treat the Agreement as a whole as terminated.

 

7. Risk and Title

 

7.1 The risk of any loss, deterioration or damage to the Equipment shall pass to the Customer on delivery.

 

7.2 Title the Equipment (or any part of it) shall not pass to the Customer until the Price (and any other monies owed by the Customer to us in relation to the Equipment pursuant to this Agreement has been paid in full.

 

8. Warranty

 

  1. 8.1 The warranty period(s) for any Equipment to be supplied by the Supplier will be as set out in the Order Confirmation (“the Warranty Period”).

  2.  

  3. 8.2 We warrant that the Equipment will be of satisfactory quality for the Warranty Period.

  4.  

  1. 8.3 If, during the Warranty Period, the Equipment  (upon our examination) is found to be defective solely due to faulty materials, workmanship or design, we may (at our option) repair or replace the defective Equipment free of charge.

  2.  

  1. 8.4 The following conditions must be fulfilled before any warranty claim shall arise:

 

8.4.1 the claim is not attributable to fair wear and tear or any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive conditions, or being kept or installed other than under normal conditions;

 

  1. 8.4.2 the Equipment must not be or have been repaired or serviced by anyone other than a qualified person for the time being employed by us;

  1. 8.4.3 that any instructions to the use of the Equipment have been strictly complied with;

  1. 8.4.4 that the claim is made by you as our original Customer for your benefit;

  1. 8.4.5 that the claim is notified, in detail, in writing to us within 30 days of the date of discovery thereof.

8.5 Liability under this clause shall be in lieu of any warranty or condition implied by law as to quality or fitness for any particular purpose and to the extent permissible by law all other warranties or conditions expressed or implied by statute or otherwise are excluded.

 

8.6 The Supplier shall not be liable for any costs or expenses incurred or suffered as a result of the Products being unavailable whilst undergoing repair or replacement.

 

 

9. Payment

 

9.1 Unless otherwise stated in the Order Confirmation:-

9.1. 1 the Customer shall be invoiced by the Supplier following delivery of Products or completion of System Installation, as applicable; and

9.1.2 Payment in full will be due within 30 days of invoice.

9.2  If the Customer fails  to make payment within the period specified in clauses 9.2 or 9.3 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-

9.2.1 Suspend performance of the Services; and/or

9.2.2 cancel the Agreement; and/or

9.2.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England, calculated on a daily basis, until payment is made.

9.3 Late payment in excess of 40 days will attract an additional administration handling fee of £50.00+VAT. Charges of £10.00+VAT for each additional payment reminder letter may also be payable.

9.4. The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due. 

9.5 Title in any Deliverables shall remain with the Supplier until full payment has been received. Until all sums owed by the Customer to the Supplier arising from any Services supplied under this Agreement are paid in full by the Customer to the Supplier, the property in the Deliverables including any Results or certificate(s) shall remain in the Supplier. 

9.6 In the event that payment in full is not received by the Supplier the Customer hereby grants to the Supplier the right to enter upon the Site and/or the Customer’s land or buildings and agrees to procure a right of entry into anywhere else where the Products are located or stored, for purposes of repossessing the Products.

 

 

10. Termination

 

10.1 A party ('the Initiating Party') may terminate this Agreement with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of one or more of the following events:-

 

10.1.1   the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;

 

10.1.2   the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this agreement;

 

10.1.3   the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;

            or

 

10.1.4   the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.

 

10.3 On termination of the Agreement for any reason:

 

10.3.1  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid and uncredited invoices and interest and in respect of Services provided but for which no invoice has been submitted the Supplier may submit an invoice which shall be payable immediately on receipt; 

 

10.3.2 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

 

 

11. No Waiver

 

Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

 

 

12. Force Majeure

 

9.1 The Supplier shall not be liable for any breach of these terms caused by means an event beyond our reasonable control, which by its nature could not have been foreseen by the Supplier, or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, pandemics, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.

 

13. Severability

 

If any provision of this Agreement 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 Agreement and the remainder of such provision shall continue in full force and effect.

 

 

14. Customer Satisfaction

 

14.1 Satisfaction with our service is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0203 961 5855. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.  If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.

 

 

15. Intellectual Property

 

15.1 All Intellectual Property and any other rights in the Deliverables shall remain vested in and be owned by the Supplier at all times.

 

 

16. Indemnity

 

16.1 Subject to the provisions of Clause 16.3 of this Agreement, each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or arising out of or in connection with: 

16.1.1 any claim made by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the other party, its employees, agents or subcontractors; and

16.1.2 any claim made by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the other party, its employees, agents or subcontractors.

16.2 The Customer hereby indemnifies and holds harmless the Supplier against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by the Supplier in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action.

16.3 Nothing in this clause 16 shall restrict or limit either party’s obligation at common law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.

 

17. Liability

 

17.1 Notwithstanding any other provision in this agreement, the Supplier’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.

 

17.2 The Supplier’s entire liability to the Customer in respect of:-

 

17.2.1  any breach of our contractual obligations;

 

17.2.2 any use made or resale of the Products by the Customer or of any product incorporating any of the Products;

 

17.2.3 any breach of warranty; and

 

17.2.4 any representation, statement or tortuous act or omission including negligence;

 

arising under or in connection with this Agreement shall be limited to an amount equal to the Contract Price.

 

17.3 The Supplier shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or the Supplier has been advised of the possibility of the Customer incurring it.

 

17.4 Without prejudice to the foregoing generalities, the Supplier will not be held responsible for any losses arising from the supply by the Customer or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

 

 

18. Remedies

 

Except where expressly provided, the rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.

 

 

19. Assignment

 

The Customer shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement in whole or in part without the prior written consent of the Supplier, which consent shall not be unreasonably withheld or delayed. The Supplier may subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part.

 

 

20. Entire Agreement

 

These terms and conditions together with the Order Confirmation set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral.

 

 

21. Jurisdiction

 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England shall have non-exclusive jurisdiction.

 

SPECIAL CONDITIONS: REACT-AIR EXPANSE PRODUCT

This is an important legal notice.

 

Introduction

This Special Condition relates to the Customer’s purchase of a product in the Suppliers’ React-Air Expanse range of Virus Neutralizer Air Disinfection Systems (‘the Product’).

 

Definitions

Except as above, the definitions used in this Special Condition shall bear the same meaning as in the accompanying ‘Reaction Limited Terms and Conditions of Business – Products’.

 

Safety Information

The Product generates ozone when in use. Ozone is a highly reactive substance, which can have adverse health effects if necessary precautions are not taken. The Supplier takes its responsibilities in this regard extremely seriously and wishes to highlight the steps which the Supplier and the Customer must take to ensure that no harm results from operation of the Product.

 

Mandatory Actions Required

  1. A comprehensive User Manual is provided by the Supplier to the Customer. This includes Mandatory Safety Precautions. The Customer must read, understand and comply with the Safety Manual in all respects. If anything in the Manual is not clear of not fully understood, the Customer must contact the Supplier without delay using the contact information provided below.

  2. The Supplier conducts comprehensive training in the operation of the Product (‘React-Air Expanse Training’). All Customer personnel who may use the Product must undergo the React-Air Expanse Training.

  3. The Customer must not permit any use of the Product unless and until:

              a) the User Manual has been received, read and fully understood by all Customer Personnel who will operate the Product; and

              b) any personnel who will operate the Product have successfully completed the React-Air Expanse Training and signed the requisite receipt of                     training confirmation.

    4. The Customer must also read and comply with the Health and Safety Executive Guidance Note EH38 ‘ Ozone: Health hazards and control           measures’.

 

Supplier Liability

The Supplier will accept no liability for any consequences of operation or use of the Product where the Customer has not carried out the above Mandatory Actions. The Supplier is not however seeking to avoid or limit any liability to the Customer for any personal injury or death resulting from the Supplier’s own negligence or that of his employees, agents or sub-contractors.

 

Further information and contact

If anything in this Special Condition is not clear, or if the Customer would like further information, please contact the Supplier on:

 

Telephone: 0203 885 1049

Email: info@reactiongrp.com

2013/665
2013/665