All customers and website visitors agree to be bound by terms and conditions of service set forth below upon usage of any services offered by W D Greenhill & Co and its associate partners as defined herein.

1.  DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions the following words have the meanings given:-"Business Day"   means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland;” Contract"   means a contract for the purchase by the Customer of Products or Services from W D Greenhill & Co incorporating these terms and conditions and arising from the acceptance by W D Greenhill & Co of an Order;” Customer"   means the person, firm or company ordering Products or services;” Default"   shall mean any breach by either party of its obligations under a Contract, any default, act, omission, negligence or statement by either party, its employees, agents or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable; "W D Greenhill & Co"   means W D Greenhill & Co, W D Greenhill & Co Repairs, or any such other business W D Greenhill & Co may appoint as sub-contractor to provide the Services to the Customer; "Delivery Address"   the address for delivery of the Products or Services as stated on the Purchase Order; "Price"   the price payable for the Products or Services as specified in the Purchase Order and payable in accordance with the terms of this Agreement; "Products or Services"   such products or Services to be sold by the Seller to the Buyer as may be determined from time to time by the Seller and Buyer; "Purchase Order"   the Buyer's purchase order for the Products or Services; “On-site visits” any services delivered at the Customer’s premises; “Workshop Repairs” any services delivered on W D Greenhill & Co premises; 

1.2 All other words and expressions are to be given their normal English meaning taken in the context of the Contract. Any dispute as to the meaning of a word is to be settled by reference to the Oxford English Dictionary.

1.3 Any reference to a clause shall mean a clause of these terms and conditions unless otherwise stated.

1.4 The use of headings in these terms and conditions shall be for convenience only and shall not affect the interpretation of these terms and conditions.

2.  CONTRACT FORMATION

2.1 All Orders submitted by the Customer to W D Greenhill & Co and accepted by W D Greenhill & Co shall be subject to these following terms and conditions which shall form part of and govern any Contract.

 2.2 Usage of any service or receiving any estimate or quotation for any Products and/or Services by the customer, issued by W D Greenhill & Co –verbally, by phone or in person or in writing including by email- shall be deemed acceptance of these terms and conditions.

3.  PRICE

3.1 All prices for Products or Services stated in any quote, estimate or acceptance of Order are those current at the time of the Customer's enquiry by phone, by email or any other acceptable means.

 3.2 Cost of parts required to carry out a successful repair will be extra and are not included in the labour charge. A minimum standard charge for 2 hours applies to any on-site visit. If the on-site visit takes longer than 2 hours, the customer will be charged for the extra hours of labour.

4.  PAYMENT

4.1 Payment for parts and services are due immediately on receipt of Invoice and can be paid credit/debit card or cheque to W D Greenhill & Co.

4.2. The customer agrees that payment for services and carriage is non-refundable and parts or equipment fitted or supplied will be replaced only if found faulty and/or covered by the manufacturer’s warranty.

4.3 W D Greenhill & Co may at its discretion offer credit terms to the Customer subject to the status of the Customer and completion by the Customer of a credit application form supplied by W D Greenhill & Co. Such credit terms shall be determined by W D Greenhill & Co and confirmed in writing with the Customer.

4.4 Unless and until credit terms are granted, the Customer will pay for any Products or Services on a "cash with order" basis in which case the Customer should allow at least three (3) Business Days for the payment to be credited to W D Greenhill & Co's account. W D Greenhill & Co reserves the right not to release any Products or provide any Services until all such payments are cleared and credited to W D Greenhill & Co's bank account.

4.5 Where credit terms are granted, and unless other terms are granted in writing, the Customer will pay no later than 30 days following the date of W D Greenhill & Co's invoice and W D Greenhill & Co reserves the right to suspend deliveries where payment is delayed.

4.6 If any payments are overdue the Customer may be placed on credit hold and no further Products or Services will be delivered or made available to the Customer until all payments due to W D Greenhill & Co under the Contract have been paid. W D Greenhill & Co may at its discretion, withdraw credit facilities in the event of any breach of this contract by the Customer.

4.7 If payment is not received by the relevant due date W D Greenhill & Co may:
(1) Charge the Customer interest on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of four (4) per cent per annum above the Lloyds TSB Bank plc Base Rate for the time being in force.

4.8 All payments made by the Customer to W D Greenhill & Co shall be in pound sterling in immediately available funds free and clear of any right of set off or counter claim or any withholding or deduction whatsoever.

4.9 The customer agrees to make all payments due under this contract irrespective of any dispute or claim the Customer may have with or against any third party.

5.  WARRANTIES

5.1 W D Greenhill & Co, to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in Products received by W D Greenhill & Co under an agreement with the manufacturer or supplier of the relevant Product.

5.2 The warranty service (if any) will be that provided by the manufacturer and any validation procedures relating to that warranty service are the responsibility of the Customer.

5.3 W D Greenhill & Co may in its discretion offer support or maintenance services with respect to Products or services.

5.4 The warranty of the manufacturer or supplier is in lieu of all other terms or conditions whether express or implied concerning the quality or fitness for purpose of Products and all such other terms and conditions are hereby excluded.

6.  TERMS OF SERVICE

 6.1 Onsite visits benefit from a no-fix no-fee policy if the engineer is technically unable to resolve the reported problem. If W D Greenhill & Co technician(s) can't fix the problem on-site due to external dependencies such as manufactures parts no longer available, the customer is liable to pay the minimum standard call out charge charge agreed at the time of booking. If at least one of the original problems reported by the customer is fixed by the on-site technician, the customer is liable to pay the full price.

6.2 Workshop repairs benefit from a no-fix no-fee policy if W D Greenhill & Co is unable to fix the original reported problem but where the fix is possible by replacement of a faulty part or parts and the customer does not agree to the replacement of the faulty part, W D Greenhill & Co reserves the right to charge the Customer a diagnostic fee.  If the fix of the Instrument(s) is not possible by replacement of the faulty part(s) and/or as a result of extensive damage to the equipment, it is declared irreparable by W D Greenhill & Co technicians, no-fix no-fee policy will apply. Where several faults are reported by the customer and at least one of the faults has been successfully repaired, the Customer is liable to pay the full amount. No-fix no-fee does not apply to partially repaired Instruments(s).

6.3 If W D Greenhill & Co is unable to repair the Instrument(s) due to non-supply of parts by manufacturers or suppliers, a diagnostics fee will apply to any Instrument(s) under repair. The diagnostics fee will cover the time spent on fault diagnosis and re-assembly of the Instruments (s) and cost of collection and return of the Instrument(s) if applicable. The return of the customer's Instrument(s) will be subject to prior payment of diagnostics fee and carriage if applicable. We may waive the diagnostics fee at our discretion.

6.4 If the customer's Instrument develops a fault in the course of service delivery by W D Greenhill & Co on-site or off-site, the customer agrees not to hold W D Greenhill & Co responsible for the fault. However, W D Greenhill & Co will do its best to remedy the problem at no cost to customer(s) unless parts are required.

6.5 All the customer’s Instruments once repaired or declared irreparable, must be collected within 14 days from the time the customer is informed. If the customer fails to collect the repaired or un-repaired Instrument, we reserve the right to charge the customer for storage at a rate of £3 a day until the passage of a maximum of 8 weeks. The customer must claim or collect the Instrument within 8 weeks, otherwise the Instrument will be recycled for parts and the customer will lose ownership of the Instrument.

6.6 Where the Customer requires W D Greenhill & Co to carry out any configuration or installation services either for the Customer and /or the end-user, W D Greenhill & Co shall do so as sub-contractor to the Customer and this agreement and the terms contained herein shall constitute the sub-contract.

6.7 W D Greenhill & Co will use all reasonable endeavours to provide Instrument services in accordance with the terms of the Contract and will ensure that all the Services are provided with all reasonable care and skill and by suitably trained and qualified persons.

7. LIABILITY

7.1 W D Greenhill & Co shall a) not be liable for any claims regarding the physical functioning of the equipment/media or the condition or existence of data stored on the media supplied before, during or after services; b) In no event will W D Greenhill & Co be liable for any loss of data or loss of revenue or profits or before, during or after services even if W D Greenhill & Co has been advised of the possibility of damages or loss to persons or property.

7.2 W D Greenhill & Co’s liability of any kind with respect to the services, including any negligence or delay in delivery of service on its part, or loss of equipment or media, shall be limited to the  price for the services. 

7.3 W D Greenhill & Co shall not be liable to the Customer whether in contract, tort or otherwise and even if foreseeable by or in the contemplation of W D Greenhill & Co for: (a) any loss of profits, business, revenue, goodwill or anticipated savings, whether sustained by the Customer or any other person; or (b) any special, indirect, or consequential loss whether sustained by the Customer or any other person.

7.4 Any advice or recommendations given to the Customer by W D Greenhill & Co or its employees or agents as to storage, application, use or preference of the goods which is not confirmed in writing by W D Greenhill & Co, is followed or acted upon entirely at the Customer's own risk and accordingly W D Greenhill & Co shall not be liable for any such advice or recommendation which is not so confirmed.

7.5 While W D Greenhill & Co will make every effort to preserve the integrity of any equipment under repair, the Customer agrees not to hold W D Greenhill & Co responsible for any accidental damages to the equipment in its possession including but not limited to surface scratches, deformations and cracks.

8.  VARIATIONS

8.1 W D Greenhill & Co reserves the right to modify these terms and conditions. Any such modification will apply on the effective date specified in the said notice to all services and products provided by W D Greenhill & Co.

9.  LAW

9.1 All Contracts shall be governed by, and construed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English courts.

10.  WAIVER

10.1 The waiver by either party of a breach or default of any of the provisions on this Agreement by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder operates as a waiver of any breach or default by either party.