1. Application of Terms and Conditions
1.1. The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the Quotation which shall be subject to these Terms and Conditions; and
1.2. The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Business Day” means any day other than a Saturday, Sunday or bank holiday;
- “Commencement Date” means the commencement date for the Contract as set out in the quotation;
- “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
- “Contract” – means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions and will include Payment Terms;
- “Contract Price” – means the price stated in the Contract payable for the Goods and Services;
- “Customer” – means the person who accepts a Quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
- “Delivery Date” – means the date on which the Goods are to be delivered as stipulated in the Customer’s Quotation and accepted by the Supplier;
- “Goods” – means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
- “Month” – means a calendar month;
- “Services” – means the Services to be provided to the Customer as set out in the Quotation;
- “Third Party Contractor” – a separate contractor who the Supplier may use as a resource to carry out installations and services;
- “Payment Terms” means a breakdown on the Quotation for the intended supply of goods and services including total cost, breakdown of what percentage of costs need to be paid and by what date;
- “the equipment” means existing Customer environmental control and air conditioning equipment;
- “Third Party Supplier” means JP Air Conditioning Services Ltd third party agents or sub contractors of air conditioning units, parts and all other Goods relating to installation and servicing;
- “Supplier” – means JP Air Conditioning Services Ltd, a company registered in England under Company Number 08022698 of 53 Homesdale Rd, Bromley, Kent, England BR2 9LB and includes all employees and agents of JP Air Conditioning Services Ltd.
- “Quotation” means the detail, outline and breakdown of goods and services including price breakdown to be supplied by the Supplier to the Customer for acceptance. The Quotation will also include indicative payment terms. Final payment terms will be stipulated in the Contract.
2.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4. a Schedule is a schedule to these Terms and Conditions;
2.2.5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
2.2.6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4. Words imparting the singular number shall include the plural and vice versa.
2.5. References to any gender shall include the other gender.
3. Basis of Sale and Service
3.1. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2. No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a Quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1. the Supplier’s written acceptance;
3.3.2. delivery of the Goods;
3.3.3. provision of the Services; or
3.3.4. the Supplier’s invoice.
3.4. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4. The Goods
4.1. No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2. The specification for the Goods shall be those set out in the Supplier’s Quotation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s quotation or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4. The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5. No quotation which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
5. The Services
5.1. With effect from the Commencement Date, the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7, will provide the Services expressly identified in the Quotation.
5.2. The Supplier will use reasonable care and skill to perform the Services identified in the quotation.
5.3. The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
6. Pricing / Quotation
6.1. The price of the Goods and Services shall be the price listed in the Supplier’s Quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2. Where the Supplier has quoted a price for the Goods/Services other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify in the quote.
6.3. The Supplier reserves the right, by giving written notice to the Customer, at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.4. Except as otherwise stated under the terms of any Quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport.
6.5. The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.
6.6. With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the Quotation provide the Services expressly identified in the Quotation.
6.7. Unless expressly stated, Quotations do not include any expenses that may be incurred, such as (but not limited to) parking costs, congestion charge, river crossing charges, additional parts / materials etc. These will be invoiced as an addition, where applicable.
6.8. Please note that Quotations include indicative Payment Terms. Final Payment Terms are dependent on the type of project, up-front costs, length of project and also the credit rating of the Customer and will be detailed in the Contract for explicit signing by the Customer.
7. General
7.1. The Customer must fill out a new Customer Form and supply correct Customer Company details as per Companies House or if Sole Trader under the correct trading entity.
7.2. If the Customer is a Personal Customer rather than a Company Customer, then the full name and address must be provided on the new Customer Form.
7.3. Any terms or conditions sought to be imposed by the Supplier or Customer shall not be incorporated into the Terms and Conditions or Contract and shall have no effect unless agreed to in writing by the other party.
7.4. The Supplier may, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which the Customer may instruct the Supplier to carry out on behalf of the Customer. The Supplier shall pay the reasonable charges of Third Party Contractors on the Customer’s behalf and recharge these costs to the Customer with the Supplier’s own fees. The Supplier will ensure that the Third Party Contractor fees which are recharged to the Customer are in line with the fees that the Supplier has quoted to the Customer, had had the Supplier carried out the work by the Supplier. The Supplier will take all reasonable care in selecting and instructing a Third Party Contractor.
7.5. The Customer agrees not to try to directly or indirectly approach the Third Party Contractor for an existing project or for a new project in the future. The Supplier reserves the right to charge the Customer additional fees should this occur at any stage and for loss of earnings.
8. On-site access
8.1. Upon commencement of installation by the Supplier for the supply of Goods and Services, the Supplier must have uninterrupted access to the working areas between the hours of 07:00 – 17:00 Monday to Friday.
8.2. If the Customer fails to provide this, then the Supplier reserves the right to charge for re-scheduling costs and these will be provided in writing within three Business Days of the interruption and must be approved by the Customer prior to the resumption of installation. The charge starts from £100 depending on location and covers time, travel and lost appointment revenue loss. This charge must be paid by return and in full
8.3. It is the Customer’s responsibility to ensure suitable arrangements are made so that the Supplier’s engineers have full access to all required areas whilst on site. The Customer needs to make the Supplier aware of any additional access or health & safety requirements prior to booking each visit (such as, but not limited to, if tall ladders or roof access are required).
8.4. If the Supplier is required to carry out any return visits to the Customer’s site required and this information not being provided in advance, (or if the Supplier’s engineer is unable to access the site at all or is told to leave before the work is completed), there will be additional charges to cover the additional Supplier’s engineer time.
8.5. It is the Customer’s responsibility to arrange any building or other prior works required before the air conditioning works, installation, repairs or servicing can commence or be completed. The Supplier will not be liable for any delays caused by these prior works not being completed on time.
8.6. The Customer must ensure that an active power supply to the building is required to operate the equipment. If an active supply isn’t present and the project has been completed to a stage where this supply is required, additional costs will be incurred. The original costs as detailed on the Quotation will be submitted and will require payment to be made by the Customer prior to a return visit is arranged to complete the project.
8.7. The Customer shall provide a safe environment and all necessary consents, information, and resources for the Supplier, the Supplier’s agents and subcontractors to carry out the services.
9. Performance / Project Timeframe
9.1. The Supplier will carry out all works within a reasonable time and as indicated within the quotation. Quoted timescales for works are always approximate as all installation projects vary and unexpected issues can arise. The Supplier will endeavour to adhere to projected timeframes, unfortunately, unexpected issues may arise and this may not always be possible.
9.2. If in the Supplier’s opinion it is not reasonably practical for any reason to carry out any of the work in the estimated timeframe, the Supplier shall be entitled to refrain from carrying out or completing such work and will consult with the Customer as to what if any additional work is to be undertaken or additional timeframe required. The Supplier will, if requested by the Customer, provide a written explanation as to why any work is not considered to be reasonably practical.
9.3. Customer Services
10. Warranty
10.1. The Supplier will warrant that as from the date of purchase, the goods and all their component parts are covered by the Manufacturer’s warranty. The Customer must refer to the Manufacturer’s warranty provided by The Supplier upon completion of all works.
10.2. The warranty for Goods / new air conditioning units covers parts only, for the number of years specified in the quote, and is only valid if a service contract is taken out with the Supplier for the duration of the warranty period, with the units being serviced a minimum of twice a year, regardless of how often the units are used. Units in certain environments may require additional servicing. The Supplier also warrant that all servicing will be undertaken in order to comply with the manufacturer’s warranty, the Supplier will endeavour to contact the Customer to arrange this, however it is the Customer’s responsibility to ensure that all services are booked.
10.3. The initial service (six months after installation), is also to ensure any potential installation problems are identified promptly within the 1 year warranty period on interconnection pipework, cables and condensate drains. The Supplier will not be liable if the service is missed or the Supplier is not alerted to a potential problem within the warranty period.
10.4. The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
10.5. Regards installations: All Goods/Services supplied will be of the highest possible quality and warranted on parts only for the number of years specified in the Quotation, subject to an ongoing service / maintenance contract maintained by the Supplier for the duration. Unit(s) must be serviced a minimum of once a year, regardless of how often the unit(s) are used.
10.6. Units in certain environments may require additional servicing. The Supplier will endeavour to contact the Customer to arrange the services, however, it is the Customer’s responsibility to ensure the services are booked. All pipe work, electrical services and condensate removal pumps, if fitted, are warranted by the Supplier for one year. The Supplier’s engineers are accredited and trained to the latest industry standards.
10.7. The Customer is required to inform the Supplier of any changes made to the Customer’s property that may affect the Customer’ installation after the Customer has accepted the Supplier’s quote. Failure to do so will invalidate the Goods/Service Warranty.
11. Cancellation
11.1. The Supplier reserves the right to cancel the Contract if:
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- The Supplier has insufficient stock to deliver the goods as part of the Quotation;
- The Supplier does not deliver to the Customer’s geographical location;
- One or more of the goods on the Quotation was listed at an incorrect price due to a typographical error or an error in the pricing information received by the Supplier’s third party supplier;
- Once the Quotation and Contract have been accepted by the Customer and the Supplier has been instructed to proceed, in the event of any cancellation by the Customer, the Supplier has the right to charge 10% of the total amount of the Quotation ex VAT plus any expenses incurred, such as, but not limited to, third party supplier re-stocking fees, materials/parts not returnable to third party suppliers or parking and travel expenses already incurred.
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11.2. Where the Customer is a “consumer” under a “distance contract” (both as defined in the Consumer Contracts (Information, Cancellation & Additional Charges) Regulations 2013) the Customer may cancel a contract within 14 days after the date the goods are delivered. The Customer must return the goods to the branch from which they were delivered or request the Supplier to collect the goods, at the Customer’s cost. This term shall not apply to any goods specially obtained or made for the Customer or which are liable to deteriorate or expire rapidly. Any refund will only include standard delivery charges (where relevant).
12. Planning Permission
Please note the Supplier does not accept any liability for any planning permission or landlord permission / requirements for the Customer’s properties. It is the Customer’s responsibility to check if Planning Permission with the Customer’s Local Council prior to the work commencing.
13. Payment & Payment Terms
13.1. Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services according to the Payment Terms stipulated in the Quotation and also the Contract.
13.2. The Customer shall pay the price of the Goods and Services (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within the Payment Terms agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made electronically by bank transfer on the due date on the invoice in accordance with Payment Terms and as also specified in the Quotation and Contract. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
13.3. The Supplier will stipulate Payment Terms on all Quotations and these will differ according to (but not limited to), the up-front cost of hardware/materials, the total cost of the project, the profile and credit worthiness of the Customer.
13.4. The Supplier reserves the right to carry out suitable credit checks for any Supplier. If this is required, then the Supplier will inform the Customer prior to carrying out a credit check and will send over a Privacy document for signature. Payment Terms may be changed to reflect the credit rating of the Customer.
13.5. All payments shall be made to the Supplier to the Due Date as indicated on the invoice issued by the Supplier.
13.6. The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
13.7. If payments are not made according to the agreed Payment Terms, the Supplier has the right to put the provision of supply of Goods and Services on hold. In this scenario, re-scheduling costs may be due and will be supplied to the Customer in writing if applicable.
13.8. Time for payment shall be of the essence. The Customer shall make all payments in pounds sterling and in full without any deduction and quote the invoice number for all transactions.
14. Delivery
14.1. Delivery of the Goods and Services shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Quotation unless stipulated otherwise by the Customer.
14.2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
14.3. If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
14.4. Units and materials delivered prior to a booked install (to ensure the Supplier’s engineers are not delayed on the day), must be stored safely and securely by the Customer.
14.5. If the Customer does not accept a delivery prior to a booked installation, charges may be incurred and delay the agreed start date of an installation.
14.6. As soon as the Supplier has delivered the goods or supplies, The Customer will be responsible for them and the Supplier will not be liable for their loss or destruction. Therefore, the Customer must take necessary steps to insure the items. If the Customer delays a delivery, the Suppliers responsibility for the Goods other than damage due to the Supplier’s negligence, will end on the date the Goods are delivered to the Customer.
14.7. The Supplier will deliver the Goods to the address stipulated by the Customer. It is important that the Customer provides an accurate address. The Customer must be precise about the Goods and Supplies should be delivered to especially if the Customer contact is not present at delivery. The Supplier cannot accept any liability for any loss or damage to the Goods and Supplies once they have been delivered in accordance with the Customer’s delivery instructions (unless this is caused by the Supplier’s negligence).
14.8. The Supplier will aim to deliver the goods by the date quoted for delivery but delivery times are not guaranteed. If delivery is delayed due to any cause beyond the Supplier’s reasonable control, the delivery date will be extended by a reasonable period and the Supplier will contact the Customer to arrange an alternative time.
14.9. The Supplier will deliver to site provided that there is a suitable road to the point where delivery is requested. If no such road exists, delivery will be made to the nearest point at which, in the driver’s opinion, the vehicle can safely and lawfully unload. Except where we use a vehicle-mounted crane/ fork truck, the Customer shall be responsible for safely and lawfully unloading the goods and shall provide all necessary labour and equipment. The Supplier may charge you an additional fee if the Customer delays in taking delivery of the goods when tendered. If any goods, packaging or container has been delivered and deposited, whether on the public highway or elsewhere, the Customer shall be responsible for all steps that need to be taken for the protection of persons or property in relation to such goods, packaging or containers and shall indemnify the Supplier in respect of all or any costs, claims, losses or expenses which we may incur as a result of such delivery.
15. Non-Delivery of Goods and Services
15.1. If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
15.2. if the Supplier delivers the Goods and/or provides the Services within 10 working days of the Commencement Date, the Supplier shall have no liability in respect of such late delivery; or
15.3. if the Customer gives written notice to the Supplier within 5 Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 10 Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer.
16. Risk and Retention of Title
16.1. Risk of damage to or loss of the Goods shall pass to the Customer at:
16.1.1. in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier delivers to the Supplier’s stipulated delivery address
16.1.2. in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
16.1.3. in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
16.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and Services.
16.3. Notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
16.4. Until payment has been made to the Supplier in accordance with the Payment Terms and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
16.5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
16.6. The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements
16.7. The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
16.7.1. the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
16.7.2. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
16.7.3. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
16.7.4. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
17. Assignment
17.1. The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
17.2. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
18. Defective Goods
18.1. If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 5 Business Days of such delivery, the Supplier shall at its option:
18.1.1. replace the defective Goods within 10 Business Days of receiving the Customer’s notice; or
18.1.2. refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
18.2. No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
18.3. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
18.4. Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
18.5. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
18.6. The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.
19. Customer’s Default
19.1. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
19.1.1. cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
19.1.2. appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
19.1.3. charge the Customer interest (both before and after any judgement) on the amount unpaid, charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date., until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
19.2. This condition applies if:
19.2.1. the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
19.2.2. the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
19.2.3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
19.2.4. the Customer ceases, or threatens to cease, to carry on business; or
19.2.5. the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
19.3. If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
20. Liability
20.1. The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
20.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
20.3. The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the supplier, arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
20.4. Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
20.5. The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
20.6. Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
20.6.1. for death or personal injury caused by the Supplier’s negligence;
20.6.2. for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
20.6.3. for fraud or fraudulent misrepresentation.
20.6.4. Subject to the remaining provisions of this Clause 14:
20.7. the Supplier’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
20.8. the Supplier shall not be liable to the Customer 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.
20.9. The Customer will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by the Supplier as a result of the Customer’s breach or default in the discharge of the Customer’s obligations.
20.10. Where the Supplier requires work to be carried out on the Customer’s premises and/or install equipment, the Supplier will not accept liability for the cost of repairing or replacing parts of the Customer’s existing system which occurs due to faults in the Customer’s system
20.11. In the event of the Supplier negligently losing or damaging the Customer’s goods, the Supplier will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide the Customer with a full refund.
20.12. The Supplier will not accept liability for any reasonably foreseeable decorating or building work required as a result of any work or installation of equipment the Supplier carries out on the Customer’s premises, or for any further damage and/or modification(s) to the Customer’s premises or goods agreed upon or requested by the Customer or the Customer’s agent(s). The Supplier will not accept liability for any issues arising from pre-existing electrical problems.
21. Confidentiality
21.1. Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 1 year after its termination:
21.1.1. keep confidential all Confidential Information;
21.1.2. not disclose any Confidential Information to any other person;
21.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
21.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and
21.1.5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.
21.2. Either Party may:
21.2.1. disclose any Confidential Information to:
21.2.2. any sub-contractor or supplier of that Party;
21.2.3. any governmental or other authority or regulatory body; or
21.2.4. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
21.2.5. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
21.3. The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
22. Communications
22.1. All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
22.2. Notices shall be deemed to have been duly given:
22.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
22.2.2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
22.2.3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
22.2.4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
22.3. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
23. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
24. Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
25. Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
26. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
27. Law and Jurisdiction
27.1. These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
27.2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
28. Entire Terms and Conditions
These Terms and Conditions apply to the Quotation and will also be contained within the Contract. The Terms and Conditions contains information and terms relating to the subject matter and supersedes any previous terms and conditions, agreements, arrangements, undertakings or proposals, oral or written.
29. Third Party Rights
Nothing in either the Terms and Conditions or Contract is intended to, nor shall it confer any rights on a third party.
30. Changes to Terms and Conditions of Business
The Supplier reserves the right to make minor or major changes to this Agreement from time to time. Any changes made during the course of the supply of goods and services will be communicated via an updated Contract for signature.
31. Data Protection
31.1. The Customer consents to the IT storage and processing of Personal and Company data by the Supplier in connection with these Terms and Conditions and to the transmission of this data across the Supplier’s company and its business partners for the purposes of legitimate interests including statistical analysis, marketing of our services and credit control. If the Customer breach either the Term and Conditions or the Contract, the Customer’s Personal or Company data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
31.1.1. For the purposes of this Clause 13, the following definitions shall apply:
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- “Business Contact Data” means the business contact information of personnel engaged by either party to the Contract, specifically the name, business telephone number, business email address, business postal address and/or the job role or title of such personnel;
- “Data Controller” has the meaning given to “controller” in the Data Protection Act 2018;
- “Data Protection Laws” the Data Protection Act 2018, GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any relevant law implemented as a result of GDPR (each as amended, updated, superseded or re-enacted from time to time);
- “Data Subject” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR;
- “GDPR” means the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
- “Information Requirements” means the information mandated to be supplied to Data Subjects in accordance with GDPR Article 13 and/or 14 (as applicable), at a time, in a format, and containing the content required under Data Protection Laws and the relevant Information Commissioner guidance issued by the Article 29 Working Party/EDPB and/or the UK Supervisory Authority;
- “Personal Data” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR;
- “processing” has the meaning given in the Data Protection Act 2018 or (as applicable) the GDPR and “process” and “processed” have corresponding meanings;
- “sub-processor” means a third party who processes Personal Data on a party’s behalf.
- “the parties” means both the Supplier and the Customer
Roles of the parties
31.2. The parties acknowledge and agree that for the purposes of the Contract:
31.2.1. each party is a Data Controller for the Personal Data it processes in connection with the Contract;
31.2.2. each party is responsible for its own compliance with Data Protection Laws with regards to its processing of Personal Data; and
31.2.3. the only Personal Data intended to be transferred between the parties under the Contract is Business Contact Data.
Obligations
31.3. If a party (the “Disclosing Party”) discloses Business Contact Data to the other party (the “Recipient Party”), the Disclosing Party shall:
31.3.1. ensure that the transmission is lawful; and
31.3.2. ensure that the appropriate Information Requirements have met in respect of the applicable Data Subjects.
31.4. The Recipient Party shall only process the Disclosing Party’s Business Contact Data in compliance with Data Protection Laws and only to the extent necessary to achieve the purposes of effecting the Contract and performing its obligations under the Contract or for compliance with a legal obligation.
31.5. The Customer shall not disclose the Supplier’s Business Contact Data to third parties for the use of or purposes of third party marketing without the applicable Data Subject’s express consent.
31.6. The parties shall only transfer Business Contact Data outside of the European Economic Area with an appropriate safeguarding mechanism in place under GDPR Chapter V (international transfers).
31.7. In the event that clause 13.2.3 becomes or will become inaccurate or incomplete before the expiry or termination of the Contract the parties agree to negotiate in good faith as soon as reasonably practicable contractual terms which will:
31.7.1. reflect the Personal Data being transmitted between the parties; and
31.7.2. ensure that the transmission and processing of such Personal Data complies with all applicable requirements under Data Protection Laws.
32. Health and Safety
Certain goods supplied by the Supplier could, if incorrectly used, give rise to risks to health and safety. Information in respect of such goods is available from the Supplier. The customer undertakes to ensure compliance by the Customer’s employees, agents and clients with any instructions given by the Supplier or the manufacturer or our Third Party Supplier and will take any other steps or precautions, having regard to the nature of the goods, as are necessary to preserve the health and safety of any person handling, using or disposing of them.
33. Waste
The Customer will be responsible for the disposal of any waste arising from the goods and will comply with all applicable laws, regulations and waste management licences relating to such waste, including the appropriate disposal by the Customer of any goods marked with a crossed out wheelie bin symbol, save where the Customer is a consumer and it is the Supplier’s responsibility at law. The Customer will indemnify us against all costs, claims, liabilities and expenses arising from any breach by the Customer of this provision.
34. Compliance and Bribary
The Customer agrees that they will not, in connection with the goods or services to be supplied under this contract, bribe or attempt to bribe the Supplier, or any of our employees, agents or affiliates nor cause the Supplier to be in violation of any applicable bribery or anti money laundering laws. The Supplier may terminate the contract in the event of the Customer’s breach of this clause. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages, claims, demands and losses suffered or incurred by the Supplier arising out of or in connection with any breach of this clause, whether or not the contract has been terminated.
35. Conditions of Service Contract
35.1. Upon completion of each service schedule, a full written report will be signed by the engineer attending and issued to the Customer. The onsite f-Gas register will also be updated as required (the Supplier will send an electronic FGAS report), with details of the leak test method and result.
Additional attendance to site at the request of the Customer, over and above the proposed maintenance program, will be charged for accordingly. Please contact the Supplier for a quotation.
35.2. Mileage is charged at 48p per mile from the Supplier’s engineer’s location at the time of call, for call outs outside of normal working hours
35.3. JP Air Conditioning Ltd (“the Supplier”) undertakes to service the Customer’s environmental control equipment (“the equipment”) as specified on a programmed basis during the Customer’s normal hours of business Monday to Friday excluding any Public Holidays.
35.4. The Supplier will provide a daily emergency service, between the hours of 8:30 am and 5:00 pm which may be called by telephone. Every reasonable effort will be made to ensure that, if required, the Supplier’s Emergency Service Engineer will attend at the Customer’s site within four hours of call out. Any emergency service work undertaken as a result of the call out will be the subject of a separate Quotation to the Customer, unless the fault is a direct result of works completed previously by the Supplier.
35.5. The Service / Maintenance proposals do not include the stocking or supplying of replacement parts and materials recommended by the manufacturer(s).
35.6. The Customer undertakes:
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- To give suitable access to the equipment and provide sufficient working space at all times. (The quotation does not cover any work carried out by the Supplier to afford the Supplier’s engineers access to the equipment the cost of which may be subject of an additional charge.)
- To provide all requisite electricity, fuel, power, ventilation and other facilities for the testing of the equipment.
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35.7. The Supplier shall not at any time be liable for malfunction, defect, damage or accidents resulting from:
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- Defective design of equipment;
- Defects in the equipment existing in prior to the first service visit made by the Supplier;
- Incorrect operation of or tampering with the equipment or the Customer’s instructions or recommendations.
- Failure of mains service.
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35.8. All work carried out by the Supplier to rectify any such malfunction, defect or damage is not covered by the Quotation and will be subject to an additional charge.
35.9. If by reason defective workmanship or any negligence for which the Supplier would otherwise be liable or any defect or breakdown in materials or replacement parts supplied or used by the Third Party Supplier in servicing or repairing the Equipment. The Supplier shall be shown to have caused the Customer loss or damage, the Supplier’s responsibility for such loss or damage shall be limited at its option to a full refund of the charge by it for the work, materials or replacement parts shown to be defective or to a further visit without charge by the Supplier’s engineers to correct, if possible, such defective materials, or replacement parts and rectify any consequential damage to plant and equipment specified herein. The Supplier shall exercise due care in carrying out its work but shall not be liable for any damage to plant machinery, buildings or for an interruption or delay to or in the Customer’s works or operation. In no circumstances shall the Supplier be liable for any indirect or consequential loss howsoever arising. The Supplier shall not be liable for any issues or damage arising from pre-existing electrical problems.
35.10. The Customer will indemnify the Supplier for any injury occurring in any manner in connection with the Equipment or the service work to be provided under the terms of any contract arising from the Quotation to any of the Customer’s employees or customers or any third party at the site where for the time being service work is being carried out by the Supplier and likewise indemnify the Supplier against any loss or damage to the property of any such persons save that such indemnity will not apply where such injury, loss or damage shall have been occasioned by reason of any act, default or negligence on the part of the Supplier or its employees.
35.11. The Maintenance Program will commence on the date the first service is started and costs will be payable as agreed in the Quotation and Payment Terms.
35.12. The Annual Maintenance Program will remain in force for twelve months after the date of the commencement of the contract. The Supplier shall review and be entitled to revise the charge referred to in the Quotation upon the expiration of not less than one month’s notice in writing to the Customer of the proposed revision prior to the first anniversary of the date of commencement of the contract or at any time thereafter.
35.13. The Customer undertakes to pay (or reimburse as the case may be) all taxes (other than any taxes on income) and other sums (if any) levied by any governmental, local or other authority upon the Company which are attributable to the supply of goods or services to the Customer hereunder.
35.14. Any Service Contract arising out of these conditions shall remain in force until determined by either the Customer or the Supplier giving to the other party in writing at least three month’s clear notice of termination to expire on or at any time after the first anniversary of the date of commencement of the service. Any such termination shall be without prejudice to any right of either party, which shall have arisen prior to such termination.
35.15. Unless the Supplier shall otherwise agree in writing:
35.16. – The Supplier’s Quotation is valid for and may only be accepted during the period of thirty days thereafter and, if not accepted within such period, shall be deemed to have been withdrawn.
35.17. The Supplier shall have no liability to carry out any of the service or maintenance work if it is delayed or prevented from carrying out the work by reason of any circumstances beyond its control including Act of God, force majeure, war, governmental order or shortage of labour or materials or other similar cause and in any such circumstances it shall be released from fulfilling all obligations by any particular time but without prejudice to its right to recover payment for work already carried out and for equipment, replacement parts of materials already supplied. However, in such circumstances the Company shall endeavour to eliminate such cause of delay and to complete the work within three months after it is so delayed or prevented from carrying out the same.
35.18. The supplier will make recommendations in regard to such matters as repairs, refrigerants and supplies for the proper and efficient operation and performance of an installation. If the Customer fails to accept and/or implement such recommendations then the Supplier will not be responsible for any failures in performance or inefficiencies in operation;
35.19. Service contract types & inclusions
6-monthly/Annual/One – Off Service
Internal Plant:
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- Check operational sequencing between fan coil unit and remote controller. Test on/off, temperature control and operational mode changeover.
- Inspect, remove and clean all filters thoroughly.
- Inspect fan coil unit coils and drip trays. For Deep Cleans (available at an extra cost) these will also be chemically cleaned.
- Check correct rotation of fan coil unit fan(s) and fan motor running currents.
- Check all mains power, interconnecting controls and external / BMS control cables connections are tight and free of dirt.
- Clean sump tanks of condensate removal pumps, if fitted. Test efficiency of pumps and integrity of vinyl drain lines.
- Test factory fitted condensate lift pumps and gravity drain line efficiency, if fitted.
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External Plant:
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- Inspect unit for signs of operational wear and tear, coil damage and possible refrigerant leaks.
- Remove any debris from condensing unit coil, and comb aluminium fins if required. For Deep Cleans (available at an extra cost) they will also be sprayed with chemical cleaner.
- Fit pressure gauges to condensing units to check operational pressures.
- Should pressures be incorrect, check refrigerant gas and oil charges of compressor(s).
- Check correct rotation of condensing unit fan(s) and fan motor running currents.
- Check voltage and current being drawn by the condensing unit.
- Check all mains power, interconnecting controls and external / BMS control cables connections are tight and free of dirt.
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Air Conditioning – Strip and Clean Service
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- Turn off power and isolate electrical supply
- Protect walls, floors, and furnishings with waterproof sheets
- Fully dismantle indoor unit from the wall
- Remove: Front panel, filters, louvres, full casing, blower wheel/drum fan, drain pan, motor house (if required)
- Apply strong AC safe chemical to evaporator coil.
- Deep wash coil to remove heavy mould, oil, dirt and sludge
- Thoroughly clean blower wheel separately
- Clean and scrub full drain pan
- Flush drainpipe and clear sludge/blockages
- Rinse all components with high-pressure water (as appropriate)
- Dry and reassemble all components
- Reinstall the indoor unit back on the wall
- Test drainage flow, airflow and cool performance
- Inspect for abnormal noise or vibration
- Final sanitisation of internal and external surfaces
- Outdoor condenser cleaning (unless requested)
- Not included: Gas top up, major repairs, replacement of damaged parts
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Chemical clean (deep clean) Service
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- Turn off power supply
- Protect walls and floors with waterproof sheets
- Install cleaning bag/tray under the indoor unit.
- Remove front cover.
- Remove air filters.
- Remove louvres/airflow vanes.
- Apply non-corrosive chemical to evaporator coil.
- Chemically clean blower wheel (in place).
- Clean and flush drain pan.
- Flush drainpipe with water or compressed air.
- Wash and dry air filters.
- Wipe external casing.
- Apply light sanitising spray.
- Reinstall filters, louvres, and cover.
- Test airflow, cooling performance, noise level, and drainage.
- Not included: removing the indoor unit from the wall, dismantling blower motor or drain pan, gas top-up or pressure testing
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ASHP Annual Service
Internal Plant:
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- Check operational sequencing between actuator control valves. Test on/off, temperature control & operational mode changeover.
- Inspect, remove & clean all strainers thoroughly.
- Check correct rotation of circulating pump(s) & fan motor running currents.
- Check all mains power, interconnecting controls & external / BMS control cables connections are tight & free of dirt.
- Clean sump tanks of condensate removal pumps, if fitted. Test efficiency of pumps & integrity of vinyl drain lines.
- Inspect unit for signs of operational wear & tear, coil damage & possible refrigerant leaks.
- Remove any debris from condensing unit coil, & comb aluminium fins if required. For Deep Cleans (available at an extra cost) the coils will also be sprayed with chemical cleaner.
- Should pressures be incorrect, check refrigerant gas & oil charges of compressor(s).
- Check correct rotation of condensing unit fan(s) & fan motor running currents.
- Check voltage & current being drawn by the condensing unit.
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