Standard terms and conditions for supply of goods and services
Your attention is specifically drawn to Clause 3 of these Terms and Conditions which outlines the terms of payment and Clauses 4 and 11 which limit the liability of the Supplier.
In this document the following words shall have the following meanings:
1.1 ‘Agreement’ means these Terms and Conditions together with the terms of any applicable Specification Document which shall govern supply of the Goods and Services.
1.2 ‘Customer’ means the organisation or person who purchases Goods and Services from the Supplier whose details are set out in the Specification Document.
1.3 ‘Facilities’ means:
(a) access to electricity from normal 220/240 volt 3-pin sockets;
(b) access to a water supply;
(c) the right to leave the Supplier’s equipment and materials at the Premises at times when the Supplier is not performing the Services (which, unless otherwise agreed, the Customer shall ensure are stored safely and securely, are not disposed of and are not used without the Supplier’s consent);
(d) use of the Customer’s toilet and washing facilities;
(e) use of a parking permit (for a visitor if applicable) throughout the time the Supplier is providing the Services; and
(f) sufficient work space and uninterrupted and unobstructed access to and use of the Premises, subject to any reasonable or necessary restrictions. What is regarded as sufficient to be decided by the Supplier.
1.4 ‘Goods’ means any goods detailed in the Specification Document agreed to be bought by the Customer from the Supplier.
1.5 ‘Intellectual Property Rights’ means all patents, registered and unregistered designs, copyright, trade marks, know-how, service marks, trade, business and domain names, rights in goodwill, rights in confidential information and any other intellectual property rights in any part of the world.
1.6 ‘Premises’ mean the location where the Supplier is required to deliver the Goods and/or provide the Services as detailed in the Specification Document.
1.7 ‘Services’ means the services to be provided by the Supplier to the Customer as detailed in the Specification Document.
1.8 ‘Specification Document’ means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Supplier subject to these Terms and Conditions.
1.9 ‘Supplier’ means Valley Provincial Group LLP (number OC377650), which may be trading as ‘Valley Provincial Group’, ‘Valley Landscape Management’, ‘Valley Landscape Construction’, ‘Provincial Planters’ or ‘Playcubed’, a limited liability partnership registered in England and Wales whose registered office is at Chalcraft Nurseries, Shirehall Road, Hawley, Dartford, Kent, DA2 7SE.
2.1 These Terms and Conditions shall apply to all Agreements for the supply of Goods and Services by the Supplier to the Customer and shall prevail over all and any other terms or conditions of the Customer or implied by law, custom, practice or course of dealings.
2.2 Before the commencement of the Services or delivery of the Goods, the Supplier shall submit to the Customer a Specification Document which shall specify the Goods and Services to be supplied and the price payable. The Customer shall notify the Supplier immediately in writing if the Customer does not agree with the contents of the Specification Document. The prices stipulated in the Specification Document shall be valid for 30 days, unless otherwise agreed or stated in the Specification Document. In the event that the Customer does not notify the Supplier, or the Goods have been delivered or performance of the Services commenced (whichever occurs the earliest), the Specification Document shall be deemed to have been accepted by the Customer.
2.3 The Supplier shall use all reasonable endeavours to deliver the Goods and complete the Services within estimated time frames, but time shall not be of the essence in the delivery of any goods or performance of any services. All works or installations by the Supplier are subject to prevailing weather conditions.
3. Price and payment:
3.1 The price for the supply of Goods and Services and due dates in respect of payment are as set out in the Specification Document. All prices shown in the Specification Document are exclusive of Value Added Tax and are subject to geographical location and survey. Notwithstanding anything else in these Terms and Conditions, the Supplier reserves the right to increase the price of the Goods and/or Services upon written notice to the Customer in the event that, without limitation, the cost of raw materials increases or a third party increases its costs which has the effect of increasing the price payable by the Customer.
3.2 Time for payment shall be of the essence of the Agreement.
3.3 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment notwithstanding judgment at the base rate of the Bank of England plus 4%. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1988.
3.4 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the Goods and Services are supplied.
3.5 In the event that payment or part payment where applicable is not received on or by the due date for payment as shown in the Specification Document, all outstanding monies payable under the Agreement shall become immediately due and owing to the Supplier on demand and the Supplier reserves the right to rescind the Agreement or suspend any further deliveries or performance until payment has been made in full.
3.6 The Supplier reserves the right to charge the Customer on a full indemnity basis for any legal and/or administrative costs it incurs in attempting to recover or recovering any monies due.
3.7 The Customer shall pay all sums due and owing in full and shall have no right of withholding, set off or counter-claim. The Supplier may set off any sums owed to it against any liability of the Supplier to the Customer.
4. Specification of the goods/performance of the services detailed:
4.1 All Goods shall be required only to conform to the specification detailed in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the Agreement unless contained in the Specification Document.
4.2 All sizes, weights, measurements, colours and physical characteristics stated in the Specification Document are guides only and subject to slight variations.
4.3 The Goods (whether natural products or otherwise) may vary in terms of colouring/shading, grain and knots. For example, where timber is supplied it is possible that splits may occur, the timber may twist or knots open up. Timber used shall be detailed in the Specification Document. In the case of splits of over 10mm the Supplier shall undertake a free survey and at its absolute discretion may replace the timber which it deems is not of satisfactory standard. The Customer shall be responsible for paying for any labour/other expenses incurred in respect of such replacement at cost price. In the event that the Supplier determines that the splitting (or any other defect) is due to factors outside its control, such as severe weather conditions, vandalism, natural weathering or drying, or the Customer’s failure to follow the Supplier’s recommendations or those of the manufacturer regarding maintenance, the Supplier shall have no liability to the Customer.
4.4 In the event that the Goods or Services comprise the laying of tarmac, where levels are pre-determined by existing surfaces the Supplier accepts no responsibility for falls and levels. The Supplier cannot guarantee total suppression of weeds. No guarantee can be given regarding the colour of the surface or that it will be joint-free. The Supplier accepts no responsibility for the possible disturbance of surfacing caused by vehicles with power assisted steering.
5.1 The date of the delivery of the Goods and commencement of the Services specified by the Supplier is an estimate only. Time for delivery or performance shall not be of the essence of the Agreement and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or performance of the Services.
5.2 Unless otherwise agreed by the Supplier in writing, the date of completion of works specified by the Supplier is an estimate only.
5.3 All risk in the Goods shall pass to the Customer upon delivery.
6.1 Title in the Goods shall not pass to the Customer until the Supplier has been paid in full in cleared funds for the Goods and all other sums which are or become due to the Supplier on any account.
6.2 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold such Goods on a fiduciary basis as the Supplier’s bailee;
(b) store such Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain such Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with a reputable insurer noting the Supplier’s interest on such policy.
6.3 The Supplier reserves the right and the Customer hereby grants an irrevocable licence to the Supplier for it to enter the Premises (or the premises of any third party where the Goods are stored) and inspect or recover the Goods on reasonable notice.
7. Customer’s obligations:
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
(a) co-operate with the Supplier;
(b) provide the Supplier with any information reasonably required by the Supplier including without limitation notifying the Supplier of health and safety requirements, any dangers or hazards, whether hidden or not, and of buried pipes, cables or other objects which the Supplier is likely to encounter;
(c) be responsible (at its own cost) for identifying, monitoring, removing and disposing of any hazardous or asbestos containing materials from the Premises in accordance with all applicable laws, before and during the supply of the Services, and informing the Supplier of all of the Customer’s obligations and actions under this condition;
(d) provide to the Supplier any asbestos records and registers for the Premises prior to commencement of the Services;
(e) obtain all necessary permissions and consents which may be required before the commencement of the Services;
(f) comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties;
(g) provide free access to the Premises of at least 3m width to within 20m of the proposed installation or inform the Supplier where this cannot be achieved; and
(h) provide the Supplier with such Facilities as the Supplier reasonably requires or as are agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer terminates the Agreement or cancels the Goods and Services, the Customer shall indemnify and pay on demand from the Supplier the full amount of any third party costs to which the Supplier has committed and all sums due and owing up to the termination date. In respect of cancellations on less than five working days’ written notice the Customer shall be liable for the full price payable for the Goods and Services. The Customer agrees that such sums are a genuine pre-estimate of the Supplier’s losses. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the Goods and Services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit any act which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
(a) the Supplier shall have no liability in respect of any delay to the completion of any project;
(b) if applicable, the timetable for the project will be modified accordingly;
(c) the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
7.5 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Agreement to the expiry of 6 months after the last date of supply of the Services or delivery of the Goods, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Goods and/or Services.
8. Alterations to the specification document:
8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Goods and/or Services to be provided under this Agreement shall be set out in an amended Specification Document, which shall reflect the changed Goods and/or Services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 3 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the Parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 2 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice In writing whether or not it wishes the alterations to proceed.
8.4 The Customer shall be liable for any additional third party costs incurred by the Supplier as a result of delays or changes to the work schedule while alteration requests are considered under clauses 8.1 to 8.3.
8.5 Where the Supplier gives written notice to the Customer agreeing to perform alterations to terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms or commencement of the delivery and/or performance has begun, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
9.2 The Supplier warrants that subject to these Terms and Conditions as from the date of delivery for a period of one year the Goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. The Customer may reject any Goods delivered to it that do not comply with the warranty in this Clause 9.2 provided that notice of rejection is given in writing to the Supplier:
(a) in the case of a defect that is apparent on normal usual inspection within 5 working days of delivery; and
(b) in the case of a latent defect, within 7 working days of such defect having become apparent.
9.3 If the Customer fails to give notice of rejection in accordance with Clause 9.2, it shall be deemed to have accepted such Goods.
9.4 If the Customer rejects the Goods under Clause 9.2 then the Supplier shall at its absolute discretion:
(a) repair or replace the rejected Goods; or
(b) refund the price of the rejected Goods.
9.5 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.
9.6 All maintenance work carried out at the Premises after installation is subject to the structural integrity of the surface being suitable to withstand the proposed work.
9.7 Except as expressly stated in this Agreement, all warranties or conditions whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Goods and Services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s fraud, negligence or breach of any of its obligations under this Agreement, including, without limitation, any claims brought against the Supplier alleging that any Goods and/or Services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11. Limitation of liability:
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates in any event up to a maximum of the price paid under this Agreement.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier has been made aware of the possibility of the Customer incurring such a loss.
11.3 If the Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
Either party may terminate the Agreement immediately by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13. Intellectual property rights:
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14. Force majeure:
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, riot, civil commotion, terrorism, malicious damage, fire, the act of omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, inclement weather, especially whether there is moderate or heavy rain or where the ground is frozen, where any goods have been damaged or destroyed by adverse weather conditions or any required Goods cannot be grown or cultivated in time, flood, storm, compliance with any law or governmental order, rule or regulation, the breakdown of plant or machinery or default of suppliers or sub-contractors and the Supplier shall be entitled to a reasonable extension of its obligations after notifying the Customer of the nature and extent of such events.
15. Independent contractors:
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Nothing in this Agreement shall create an agency, partnership or constitute an employment relationship. The Supplier may, in addition to its own employees engage sub-contractors to provide all or part of the Services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without prior written consent of the Supplier. The Supplier may at any time assign, transfer, sub-contract or deal in any other manner with all or any of its rights under this Agreement.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated. The provision held to be invalid, illegal or unenforceable shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of any error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. Entire agreement:
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties. Nothing in this Agreement shall limit or exclude any liability for fraud.
21. No third parties:
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22. Data protection:
The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the provision of the Goods and/or Services.
23. Governing law and jurisdiction:
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
In order for the Supplier to supply the Goods and Services as efficiently as reasonably possible the Customer acknowledges that it may be necessary for the Supplier to bring together one or more teams of people. As a result, people may be away from the Premises because they are involved on other projects elsewhere. The Supplier shall use its reasonable endeavours to keep any disruption to a minimum and keep Customers informed of changes as they occur.
The Supplier draws Clause 5 of these Terms and Conditions to the Customer’s attention. The lead time between the Customer placing an order and work starting on the Premises will vary depending upon the time of year and the Supplier’s workload at that particular time. The Customer acknowledges that much of the Supplier’s work is weather dependent and adverse weather conditions could affect all of the Supplier’s work schedules. In order to achieve the excellent results that the Supplier is so proud of, it may be that even when good weather returns at the Premises, pressure of completing previously scheduled works could necessitate the Supplier returning to the Premises on a different day.
The Customer acknowledges that the Supplier may not be at the Premises first thing in the morning, and that if one or more operatives leave the Premises this does not mean that the Services will not be completed. There may, for example, be materials or equipment to be collected from a local builders merchant or equipment hire company. Should the Supplier’s operatives appear to leave the Premises early during a day there will in all likelihood be a reason for it and they will return to the Premises as soon as reasonably practicable in order to complete the Services within a reasonable time limit.
The Supplier, Valley Provincial Group LLP, shall use reasonable endeavours to maintain projected schedules and to keep Customers informed of changes as they occur.