TERMS AND CONDITIONS (Updated 08/10/2025)

1. DEFINITIONS
   1. When the following words with capital letters are used in these Terms and Conditions, this is what they will mean:

1. 1. When we use the words “writing” or “written” in these Terms and Conditions, this will include email but excludes fax or any instant or internet messaging.
   2. References herein to a clause are to a clause or clauses of these Terms and Conditions.
2. BASIS OF CONTRACT
   1. These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Smallridge Services in accordance with the Quotation and these Terms and Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer are complete and accurate.
   3. The contract shall come into existence upon Smallridge’s acceptance of the Order or on provision of the Goods or Services.
   4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms and Conditions.
   5. Any samples, drawings, descriptive matter or advertising produced by Smallridge and any descriptions or illustrations contained in Smallridge’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Smallridge Services referred to in them. They shall not form part of the contract nor have any contractual force.
   6. Any quotation for the Smallridge Services does not constitute an offer. The Customer placing the Order shall constitute an offer, which Smallridge shall either accept or decline.
   7. A Quotation shall only be valid from its date of issue for the period as confirmed by Smallridge.
3. LIMITATION OF LIABILITY
   1. References to liability in this clause 3 include every kind of liability arising under or in connection with the contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   2. Nothing in the contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987.
   3. Subject to clause 3.2, Smallridge’s total liability to the Customer shall not exceed the Price paid by the Customer.
   4. Subject to clause 3.2, loss of profits; sales or business; agreements or contracts; anticipated savings; use or corruption of software, data or information; indirect or consequential loss; and, loss of or damage to goodwill are wholly excluded.
   5. This clause 3 shall survive termination of the contract.
4. TERMINATION 
   1. Without limiting its other rights or remedies, Smallridge may terminate this contract with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within the timescale determined by Smallridge in writing (but no less than seven days);
      2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the contract is in jeopardy.
   2. Without limiting its other rights or remedies, Smallridge may suspend provision of the Goods under the contract between the Customer and Smallridge if the Customer becomes subject to any of the events listed in clause 4.1, or Smallridge reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this contract on the due date for payment.
   3. Without limiting its other rights or remedies, Smallridge may terminate the contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the contract on the due date for payment.
   4. On termination of the contract for any reason the Customer shall immediately pay to Smallridge all of Smallridge’s outstanding unpaid invoices and interest and, in respect of Smallridge Services supplied but for which no invoice has been submitted, Smallridge shall submit an invoice, which shall be payable by the Customer immediately on receipt.
   5. Termination or expiry of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry.
   6. Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the contract shall remain in full force and effect.
5. FORCE MAJEURE
   1. Neither party shall be in breach of the contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 7 days, the party not affected may terminate the contract by giving 3 days’ written notice to the affected party.
   2. For the avoidance of doubt, any failure or delay in performance of Smallridge’s obligations as a result of the actions of an OEM will amount to a Force Majeure Event.
6. ASSIGNMENT AND OTHER DEALINGS
   1. Smallridge may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the contract.
   2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without the prior written consent of Smallridge.
7. ENTIRE AGREEMENT
   1. These Terms and Conditions and the documents referred to within it constitutes the entire agreement between the parties.
   2. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently)
8. DATA PROTECTION 

How Smallridge uses the Customer’s personal data is set out in their Privacy Policy.

1. NO AGENCY OR PARTNERSHIP 
   1. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
   2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
2. NO RIGHTS FOR THIRD PARTIES

These Terms and Conditions do not give rise to any rights under the contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

1. SEVERANCE

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions and that provision or part-provision shall be replaced by Smallridge so that it achieves the intended commercial result of the original provision.

1. WAIVER 
   1. Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
   2. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall preclude or restrict the further exercise of that or any other right or remedy.
2. NOTICE
   1. A notice given to a party under or in connection with these Terms and Conditions shall be in writing to the contract details as provided.
   2. The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

1. COMPLAINTS 

If a dispute arises out of or in connection with these Terms and Conditions or any part of it or the performance, validity or enforceability of the same then the parties shall follow the procedure set out in the Complaints Policy.

1. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of these Terms and Conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.

All parties will be bound to the Specific Terms in addition to the Terms and Conditions and Order. These Specific Terms apply where the Customer is purchasing Goods from Smallridge, including but not limited to vehicles and parts.

1. DEFINITIONS
   1. In addition to the Definitions of the Terms and Conditions, the following definitions apply to these Specific Terms:

1. GOODS

The Goods are described on the Website or specification as provided by Smallridge.

1. DELIVERY
   1. Smallridge shall notify the Customer in the Order whether the Goods will be delivered by Smallridge, or whether the Goods shall be collected by the Customer, and whether Smallridge will charge at their discretion a Delivery Fee.
   2. Where the Goods are to be delivered by Smallridge, Smallridge shall deliver the Goods to the Delivery Location as agreed between Smallridge and Customer and confirmed in the Order, at any time after Smallridge notifies the Customer that the Goods are ready.
   3. Where the Goods are to be collected by the Customer, the Customer shall collect the Goods from the Collection Location at the date and time as agreed between Smallridge and Customer.
   4. Delivery is completed on the completion of unloading the Goods at the Delivery Location or loading of the Goods at the Collection Location.
   5. Any dates quoted for delivery are approximate only, and dependent on whether Smallridge has the Goods in stock or has placed a bespoke order with the OEM.
   6. The time of delivery is not of the essence. Smallridge shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, including delays by the OEM, or the Customer’s failure to provide Smallridge with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   7. If Smallridge fails to deliver the Goods, its liability shall be limited to the Price of the Goods. Smallridge shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Smallridge with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   8. If 30 days after the day on which Smallridge notified the Customer that the Goods were ready for collection or delivery the Customer has not collected or accepted actual delivery of them, Smallridge may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs.
2. WARRANTY
   1. Smallridge warrants that on delivery, and for a period from the date of delivery as confirmed in the Order (Warranty Period), the Goods shall:
      1. conform with their description;
      2. be free from material defects in design, material and workmanship (other than where the Customer accepts the Goods are “sold as seen”);
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and,
      4. be fit for any purpose held out by Smallridge.
   2. Subject to clause 4.3, if:
      1. the Customer gives notice in writing to Smallridge during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1;
      2. Smallridge is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by Smallridge) returns such Goods to Smallridge’s place of business,

Smallridge shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full.

1. 1. Smallridge shall not be liable for the Goods’ failure to comply with the warranty set out in clause 4.1 if:
      1. the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2;
      2. the defect arises because the Customer failed to follow Smallridge’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      3. the Customer alters or repairs such Goods without the written consent of Smallridge;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   2. Insofar as the Goods were not manufactured or produced by Smallridge, the Customer shall be entitled to such warranty or other benefit as Smallridge has received from the manufacturer, as confirmed by Smallridge.
   3. Except as provided in this clause 4, Smallridge shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
   4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
   5. These Specific Terms shall apply to any repaired or replacement Goods supplied by Smallridge.
2. TITLE AND RISK
   1. The risk in the Goods shall pass to the Customer on completion of delivery.
   2. Title to the Goods shall not pass to the Customer until Smallridge receives payment in full (in cash or cleared funds) for the Goods.
   3. Where payment in full has not been made in accordance with clause 6, Smallridge retains title to the Goods and has the right to terminate the agreement in accordance with the Terms and Conditions. The Customer shall deliver up the Goods at such location as Smallridge requires, or if necessary, allow Smallridge or its representatives access to the premises where the Goods are located for the purpose of collection.
3. PRICE AND PAYMENT
   1. The Price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Smallridge’s published price list in force as at the date of delivery.
   2. Smallridge reserves the right to charge a Deposit to Customers as confirmed in the Order.
   3. Smallridge may, by giving notice to the Customer before delivery, increase the Price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond Smallridge’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give Smallridge adequate or accurate information or instructions.
   4. The Price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Smallridge at the prevailing rate, subject to the receipt of a valid VAT invoice.
   5. Where the Price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, this shall be detailed in the invoice to the Customer.
   6. Smallridge will invoice the Customer for the Goods prior to delivery or collection.
   7. The Customer shall pay each invoice submitted by Smallridge:
      1. by the due date set out in the invoice or in accordance with any credit terms agreed by Smallridge and confirmed in writing to the Customer; and
      2. in full and in cleared funds to a bank account nominated in writing by Smallridge, and
      3. time for payment shall be of the essence of the contract.
   8. Each invoice may include a 10% charge which shall be removed if payment is made on time and in accordance with clause 6.7. If payment is not received in accordance with clause 6.7, the charge shall remain payable. This charge is in addition to any interest and/or reasonable recovery costs incurred by Smallridge in accordance with clauses 6.9 and 6.10.
   9. Smallridge reserves the right to charge the Customer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.9  will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   10. In the event of non-payment, Smallridge reserves the right to charge for reasonable recovery costs, including but not limited to third-party debt recovery or legal fees.
4. RETURNS
   1. Save for Smallridge’s warranty set out in clause 4, Smallridge has complete discretion over the return of Goods for any reason other than quality.
   2. If Smallridge requires the Customer to return any packaging materials to Smallridge with the Goods, that fact will be clearly stated on the invoice for the Goods. Where Smallridge have agreed to collect the Goods, the Customer shall make any such packaging materials available for collection at such times as Smallridge shall reasonably request. Returns of packaging materials shall be at Customer’s expense.

B – SPECIFIC TERMS: HIRE OF GOODS

All parties will be bound to the Specific Terms in addition to the Terms and Conditions and Order. These Specific Terms apply where the Customer is hiring Goods from Smallridge.

1. DEFINITIONS
   1. The Definitions clause of the Terms and Conditions shall apply to these Specific Terms. In addition, the following definitions apply to these Specific Terms:

1. GOODS HIRE
   1. Smallridge shall hire the Goods to the Customer, as confirmed in the Order and subject to the Terms and Conditions and these Specific Terms.
   2. Smallridge shall not, other than in the exercise of its right sunder this agreement or applicable law, interfere with the Customer’s quite possession of the Goods.
2. HIRE PERIOD

The Hire Period starts on the Commencement Date and shall continue for the duration agreed between Smallridge and Customer as confirmed in the Order, unless terminated earlier in accordance with these Specific Terms and the Terms and Conditions.

1. HIRE PAYMENTS AND DEPOSIT
   1. The Customer shall pay the Hire Payments to Smallridge in accordance with the Hire Agreement. The Hire Payments shall be paid in GBP and shall be made in clearer funds to the bank account nominated in writing by Smallridge.
   2. Smallridge shall invoice the Customer for the Hire Payment in accordance with the Hire Agreement. The Customer shall pay each invoice submitted by Smallridge within 25 days from the end of the month the invoice was raised or in accordance with any credit terms agreed by Smallridge and confirmed in writing to the Customer. Where the Customer has a cash account with Smallridge, the Customer is required to pay prior to the Commencement Date.
   3. The Hire Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer as prescribed by law.
   4. Each invoice may include a 10% charge which shall be removed if payment is made on time and in accordance with clause 4.2. If payment is not received in accordance with clause 4.2, the charge shall remain payable. This charge is in addition to any interest and/or reasonable recovery costs incurred by Smallridge in accordance with clauses 4.5 and 4.6.
   5. Smallridge reserves the right to charge the Customer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   6. In the event of non-payment, Smallridge reserves the right to charge for reasonable recovery costs, including but not limited to third-party debt recovery or legal fees.
   7. The Hire Deposit is a deposit against default by the Customer of payment of any of the Hire Payments or any loss or of damage caused to the Goods. The Customer shall, on the date as agreed in the Order, at Smallridge’s discretion, pay a deposit amount as confirmed in the Order to Smallridge. If the Customer fails without due cause to make any Hire Payments in accordance with the Hire Agreement or causes any loss or damage to the Goods (in whole or in part), Smallridge shall be entitled to apply the Hire Deposit against such default, loss or damage. The Hire Deposit (or balance of the Hire Deposit) shall be deducted from the Hire Payments due before the end of the Hire Period.
   8. If the Customer fails to make the Hire Payments in accordance with the schedule in the Hire Agreement, Smallridge reserves the right to collect the Goods and terminate the agreement prior to the end of the Hire Period.
2. DELIVERY
   1. Smallridge shall notify the Customer in the Order whether the Goods will be delivered by Smallridge, or whether the Goods will be collected by the Customer.
   2. Where the Goods are to be delivered by Smallridge, Smallridge shall:
      1. ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, and the type and quantity of the Goods (including the code number of the Goods, where applicable); and
      2. if Smallridge requires the Customer to return any packaging materials to Smallridge, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Smallridge shall reasonably request. Returns of packaging materials shall be at Smallridge’s expense.
      3. deliver the Goods to the Delivery Location as agreed between Smallridge and Customer, and confirmed in the Order, at any time after Smallridge notifies the Customer that the Goods are ready.
   3. Where the Goods are to be collected by the Customer, the Customer shall:
      1. agree the Collection Location, date and time with Smallridge; and
      2. collect the Goods from the Collection Location at the date and time as agreed between Smallridge and Customer.
   4. If the Customer fails to collect or accept delivery of the Goods on the agreed Commencement Date, Smallridge reserves the right to charge the Customer for the full Hire Period.
3. TITLE, RISK AND INSURANCE
   1. The Goods shall at all times remain the property of Smallridge, and the Customer shall have no right, title or interest in or to the Goods (save for the right to possession and use of the Goods subject to these terms).
   2. The risk of loss, theft, damage and destruction of the Goods shall pass to the Customer on Delivery. The Goods shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Goods are in possession, custody or control of the Customer (Risk Period) until such time as the Goods are redelivered to Smallridge. During the Hire Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain insurance for the Goods to a value not less than its full replacement value as confirmed by Smallridge in the Hire Agreement.
   3. The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Smallridge and proof of premium payment to Smallridge to confirm the insurance arrangements.
   4. The Customer shall give immediate written notice to Smallridge in the event of any loss, accident or damage to the Goods arising out of or in connection with the Customer’s possession or use of the Goods.
4. CUSTOMER RESPONSIBILITIES 
   1. The Customer shall:
      1. ensure that the Goods are kept and operated in a suitable environment, used only for the purpose for which the Goods are designed, and operated in a proper manner by trained users in accordance with any operating instructions provided by Smallridge;
      2. take such steps (including compliance with all safety and usage instructions provided by Smallridge) as may be necessary to ensure, so far as reasonably practicable, that the Goods are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
      3. maintain at its own expense the Goods in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Goods;
      4. make no alterations to the Goods and shall not remove any existing component (or components) from the Goods without the prior written consent of Smallridge unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title in all substitutions, replacements, renewals made in or to the Goods shall vest in Smallridge immediately on installation;
      5. at all times keep the Goods in the possession or control of the Customer and keep Smallridge informed of the location if requested;
      6. permit Smallridge or its duly authorised representative to inspect the Goods at all reasonable times, where reasonable notice is provided by Smallridge;
      7. not without the prior written consent of Smallridge, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
      8. not suffer or permit the Goods to be confiscated, seized or taken out of possession or control under any distress, execution or other legal process, but if the Goods are so confiscated, seized or taken, the Customer shall notify Smallridge and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Goods and shall indemnify Smallridge on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation;
      9. not use the Goods for any unlawful purpose;
      10. ensure that at all times the Goods remain identifiable as being Smallridge’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Goods;
      11. deliver up the Goods at the end of the Hire Period at such location as Smallridge requires, or if necessary allow Smallridge or its representatives access to the premises where the Goods are located for the purpose of collection; and
      12. not do or permit to be done anything which could invalidate the insurance referred to in clause 6.2.
5. WARRANTY
   1. Smallridge warrants that the Goods shall substantially conform to its specification (as made available by Smallridge), be of satisfactory quality and fit for any purpose held out by Smallridge. Smallridge shall use all reasonable endeavours to remedy any material defect in the Goods which manifests itself provided that:
      1. the Customer notifies Smallridge of any defect immediately on becoming aware of the defect;
      2. Smallridge is permitted to make a full examination of the alleged defect;
      3. the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Smallridge’s authorised personnel; and
      4. the defect is directly attributed to defective material, workmanship or design.
   2. Insofar as the Goods were not manufactured or produced by Smallridge, the Customer shall be entitled to such warranty or other benefit as Smallridge has received from the manufacturer, as confirmed by Smallridge.
   3. If Smallridge fails to remedy any material defect in the Goods in accordance with clause 8.1, Smallridge shall, at the Customer’s request, accept the return of the Goods and make an appropriate reduction to the Hire Payments payable during the remaining term of the agreement and, if relevant, return any Hire Deposit (or any part of it), or arrange for replacement Goods to be provided for the remainder of the Hire Period under the same terms of the Hire Agreement.

C – SPECIFIC TERMS: REPAIR AND MAINTENANCE  

All parties will be bound to the Specific Terms in addition to the Terms and Conditions and Order. These Specific Terms apply where Smallridge is providing the Repair and Maintenance services to the Customer, including but not limited to vehicle servicing and repairs, as fully described on the Website and catalogue information as provided by Smallridge.

1. DEFINITIONS
   1. The Definitions clause of the Terms and Conditions shall apply to these Specific Terms. In addition, the following definitions apply to these Specific Terms:

1. COMMENCEMENT AND DURATION
   1. Smallridge shall provide the Repair and Maintenance services to the Customer in accordance with the Terms and Conditions and these Specific Terms from the date as agreed in the Order.
2. SUPPLIER’S RESPONSIBILITIES 
   1. Smallridge shall:
      1. use reasonable endeavours to manage and complete the Repair and Maintenance services in accordance with these Specific Terms in all material respects;
      2. use reasonable endeavours to meet any performance dates or time frames as agreed and confirmed in the Order but any such dates shall be estimates only and time for performance by Smallridge shall not be of the essence of this agreement; and
      3. where the Repair and Maintenance services are being provided at the Customer’s premises, Smallridge shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Customer’s premises and have been communicated to Smallridge, provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.
3. CUSTOMER OBLIGATIONS
   1. The Customer shall:
      1. co-operate with Smallridge in all matters relating to the Services;
      2. provide to Smallridge in a timely manner all documents, information, items and materials as reasonably required by Smallridge in connection with the Repair and Maintenance services and ensure that they are accurate and complete in all material respects;
      3. where the Repair and Maintenance services are being provided at the Customer’s premises, the Customer shall inform Smallridge of all health and safety and security requirements that apply at the Customer’s premises; and
      4. keep and maintain Smallridge’s Equipment in good condition and shall not use or dispose of Smallridge’s Equipment other than in accordance with Smallridge’s authorisation.
   2. If Smallridge’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Smallridge shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
4. PAYMENT
   1. In consideration of the provision of the Repair and Maintenance services by Smallridge, the Customer shall make the Payments.
   2. Smallridge will confirm with the Customer whether Payments are agreed at a fixed rate or are to be calculated on a time and materials basis.
   3. Where the Payments are calculated on a time and materials basis, Smallridge shall be entitled to charge an overtime or out of hours rate when applicable.
   4. In addition to the Payment, Smallridge shall invoice the Customer for the cost of any materials procured by Smallridge for provision of the Repair and Maintenance.
   5. The Customer shall pay each invoice submitted to it by Smallridge within 25 days from the end of the month the invoice was raised or in accordance with any credit terms agreed by Smallridge and confirmed in writing to the Customer. Where the Customer has a cash account with Smallridge or is a new customer, the Customer is required to pay prior to the provision of the Service.
   6. Each invoice may include a 10% charge which shall be removed if payment is made on time and in accordance with clause 5.5. If payment is not received in accordance with clause 5.5, the charge shall remain payable. This charge is in addition to any interest and/or reasonable recovery costs incurred by Smallridge in accordance with clauses 5.7 and 5.8.
   7. Smallridge reserves the right to charge the Customer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   8. In the event of non-payment, Smallridge reserves the right to charge for reasonable recovery costs, including but not limited to third-party debt recovery or legal fees.
   9. All sums payable to Smallridge under this agreement are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable to those sums on the VAT invoice.