Terms & Conditions

1. Terms and Conditions of Business

1.1 These terms and conditions (“Terms of Business”) supersede all previous terms and conditions, including any terms and conditions of yours and shall not be superseded, varied or waived other than with our express written consent.

1.2 A legally binding contract between us shall come into force upon either:

• 1.2.1 Your acceptance of the Quotation within the validity period as stipulated in the Quotation; or
• 1.2.2 Us sending an Order Acceptance to you.
• 1.2.3 Any amendments to the Quotation will only be binding if agreed in writing by us.

2. Definitions

In these Terms of Business, the following words and phrases shall have the following meanings:

• Business Days: Monday through Friday from 9:00 to 17:00 not including weekends and public holidays.
• Completion Date: The anticipated date for completion of the Services as stated in the Quotation or as otherwise agreed in writing between us. Time is not of the essence.
• Deposit: Any deposit payable upon acceptance of our Quotation.
• Equipment: The equipment used to carry out the Services.
• Services: The Services specified in our Quotation.
• Site: The site where the Services are to be carried out as specified in our Quotation.
• Quotation: The quotation provided by us to you as accepted by you and any amendments agreed between you and us in writing.
• Order Acceptance: The order acceptance of the Quotation provided by us to you in writing.
• Goods: The goods specified in our Quotation.
• Price: The charges payable by you to us for the Goods and Services.

3. Services

3.1 We will carry out the Services in a good and workmanlike manner using reasonable skill, care, and diligence using suitably competent personnel in accordance with accepted industry standards, subject to payment of the Price.

3.2 All Goods provided by us will be of good quality and in accordance with their description in our Quotation.

3.3 Although we will make all reasonable endeavours to complete the Services on or before the Completion Date in the Quotation, we shall have no liability for failure to so complete the Services.

3.4 You will give full, clear, and ready access to the Site, at all reasonable times, to allow us to carry out the Services. You are responsible for ensuring the Site is free and clear of any debris, materials, or other such obstacles which may interfere with the carrying out of the Services. You shall notify us of any known hazards or obstructions on the Site prior to acceptance of the Quotation. We will promptly notify you of the discovery of any obstructions or hazards during the course of the work and advise on the implications of the discovery of such obstructions or hazards, if any.

3.5 You are responsible for obtaining any necessary consents for the implementation of the Services from the relevant authorities and for ensuring that the implementation of the work complies with all applicable laws.

3.6 If you provide on-site storage, you must ensure that this facility is safe and secure.

3.7 You must provide electricity and water on the Site if required by us. The cost of providing electricity and water will be borne by you.

3.8 In the event that you instruct us that the Goods and/or Services need to be varied in any way, we shall use all reasonable endeavours to comply with such instructions. Such variations shall be valued by reference to the prices in the Quotation or, where no such prices are available or applicable, on a fair and reasonable basis. We shall not be obliged to accept any alteration to the Quotation, and any acceptance shall only be valid if in writing from us. For the avoidance of doubt, we shall use all reasonable endeavours to accommodate any alterations required by you but shall not be bound to do so.

3.9 Only the Goods and Services detailed in the Quotation are included.

3.10 Unless otherwise specified in the Quotation or notified to you, we are not responsible for the irrigation of planted material and lawns, and we do not accept liability for the loss of planted material due to lack of irrigation or adverse weather conditions.

3.11 Should any underlying rock, rubble, or other obstacles that hinder our ability to carry out the Services at the Site be found after the Quotation, we reserve the right to charge as required for removal and disposal of this material. You will be made aware of additional charges before the material is removed.

3.12 If the ground condition is unsuitable for machinery due to heavy rainfall or waterlogging and must be complete to meet your required deadlines, we reserve the right to submit additional costings and cannot be held responsible for reinstatement costs.

3.13 We cannot be held responsible for any damage to or costs relating to any underground hazards, obstructions, or services not made known in writing prior to the work's start date.

3.14 The failure of you to pay the Deposit, any instalment of the Price, or any other amounts due to us on the due dates as specified in the Quotation, in these Terms of Business or as otherwise agreed in writing, shall entitle us (at our sole option) without notice to suspend the Services pending payment by you and/or, in the event of payment not being made within 7 days of written demand, treat this contract as repudiated by you.

3.15 You shall inspect the Goods and Services within 24 hours of the Completion Date and shall, as soon as possible and in any event within a further 48 hours, notify us of any defects or if the Goods and Services are not in accordance with the Quotation.

3.16 Your sole remedy in the event that you properly notify us of any defects in any part of the Goods or Services and properly reject them shall be to require us as soon as reasonably practicable to carry out and complete all necessary remedial works which we shall carry out in a good and workmanlike manner.

3.17 Unless specified in the Quotation, the Services do not include additional visits or out-of-hours or non-routine call-outs or maintenance calls.

3.18 It is a condition precedent to us providing any Goods or Services that you provide us with all information requested no less than 5 Business Days after we have requested such information or, if sooner, no less than 5 Business Days before the date upon which any Goods are due to be delivered to the Site or Services are due to commence.

3.19 If the Services are subject to the provisions of the Construction (Design and Management) Regulations 1994, you will appoint a properly qualified and experienced planning supervisor and you will either notify us in writing if you wish us to act as the principal contractor or you will appoint a properly qualified and experienced principal contractor.

3.20 Our obligations to you regarding the Goods and Services are limited as specified in these terms and conditions of business including, but not limited to, clause 6 (General Exclusion and Limitation).

4. Additional Information

4.1 Risk in the Goods passes to you upon delivery of them to the Site.

4.2 You must insure the Site adequately at all times with a reputable insurer against all usual risks including accidental and malicious damage and fire. If there is such damage to the Site and the Equipment is damaged as a result, you will indemnify and keep us indemnified for any losses, repair, and/or replacement of the Equipment.

4.3 In the event that the Equipment becomes inoperable whilst carrying out the Services (other than due to our default) you shall indemnify us and keep us indemnified from and against all resulting losses, including loss of Price, that we suffer, including repair and/or replacement of Equipment.

4.4 We accept no design responsibility for the Goods and Services unless otherwise agreed in writing.

4.5 Failed delivery of Goods due to no one being present at the Site will be charged.

5. Price and Payment Terms

5.1 Quotations (including Prices) are valid for 30 days from and including the issue date specified in the Quotation unless specifically stated otherwise in writing. If the Quotation is accepted by you outside such period, the Price may be subject to revision.

5.2 All Prices are exclusive of VAT, which will be payable by you at the rate applicable from time to time.

5.3 Any additional work required by reason of you supplying inadequate, incomplete, or incorrect instructions or for your failure to prepare the Site for the Services to be carried out or changing instructions or specifications shall entitle us to make additional charges.

5.4 Payment of additional charges (including, but not limited to, additional visits, out-of-hours visits, additional charges as specified in these Conditions and/or specifically requested by you) shall be made within 30 days of invoice.

5.5 If any invoice remains unpaid by the due date, interest at the rate of 5% per month compounded annually shall accrue on the unpaid amount(s) and in addition, all invoices (including those not yet otherwise then due for payment) shall become due and payable and in any event, all costs reasonably incurred by us in collecting payment of any invoices shall be payable by you, on a full indemnity basis.

5.6 We may withhold payment of any invoice or other amount due to you by reason of any right of set-off or counterclaim which we may have or allege to have or for any reason whatever.

6. General Exclusion and Limitation

6.1 We shall be under no liability whatever in respect of the following which are hereby expressly excluded, except insofar as such exclusions may be unlawful:

• 6.1.1 For injury, damage of any kind or nature, direct, indirect, consequential, or contingent to personal property or the Site howsoever caused;
• 6.1.2 For any costs incurred by you without our prior written approval to repair, replace, or carry out any work on any Goods or in respect of any part of the Services, defective or otherwise;
• 6.1.3 For any indirect or consequential loss, loss of profit, loss arising from delay whether or not resulting from or contributed to or aggravated by our default or negligence, or our servants or agents or by any defect in the Goods and/or Services.

6.2 Our liability in respect of the Goods and Services shall not exceed the Price actually paid by you or £1,000 (whichever is the greater).

6.3 Nothing in these Conditions shall exclude or limit any liability for personal injury or death caused by our negligence.

6.4 Notwithstanding anything else contained in these Terms of Business, we shall not be liable to you for loss of profits or contracts or any indirect or consequential losses whether arising from negligence, breach of contract, or otherwise.

7. Warranty

7.1 We warrant to you that the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and, for a period of 3 months from their commissioning, will be free from material defects in design, workmanship, and materials. In the event of any defect, we will attend the Site within 4 weeks of your written request to do so and replace free of charge and free of labour any defective Goods.

7.2 The warranty in clause 7.1 does not cover and the following are hereby specifically excluded: out-of-hours visits; damage (accidental or otherwise) to the Goods or any other materials except caused by us; any damages, costs, losses or other liabilities arising from any stoppage or failure of or defects in the Goods supplied by us other than as specified in clause 7.1 and accordingly your sole remedy is the repair or replacement of defective Goods and/or the re-performance of defective Services.

7.3 Where there is a warranty claim due to failure of a product, we will liaise with the manufacturer to organise a replacement, however additional costs will be incurred by the client to install the new product if it is found that the warranty claim is not due to incorrect installation.

8. Title

Title to the Goods remains with us until the Price and all other amounts due to us are paid in full.

9. Cancellation/Termination

9.1 If you cancel the Goods and/or Services before we have commenced any work, we will retain the Deposit.

9.2 If you cancel the Goods and/or Services after we have commenced any work, we will retain the Deposit and in addition, you will pay to us an amount (to be ascertained by us in our reasonable discretion) by which the cost of such work and our projected profit on the delivered Goods and completed Services exceeds the amount of the Deposit.

9.3 Notwithstanding clauses 9.1 and 9.2, we may terminate the Services and/or this contract (or any part of it) if:

• 9.3.1 You fail to comply with any condition precedent or other term of these Terms of Business;
• 9.3.2 Any payment is outstanding for more than 10 Business Days after it is due for payment;
• 9.3.3 You become bankrupt, insolvent or enter into liquidation, receivership, or administration or take any preparatory step to do so or otherwise are subject to any insolvency or analogous proceedings or you die or cease trading;
• 9.3.4 The Site or any other system, equipment, or materials are damaged so that it is reasonably impracticable to continue to deliver the Goods and/or provide the Services;
• 9.3.5 There are (in our reasonable opinion) conflicting or irreconcilable matters which materially affect our ability to deliver the Goods and/or provide the Services to you.

9.4 If we terminate the Services and/or this contract (or any part of it) in accordance with clause 9.2 or, notwithstanding clause 9.3, you wish or purport to terminate this contract and we, at our sole discretion, agree to such termination you will in all such cases remain responsible for paying the full amount (or such reduced amount as we shall, in our absolute discretion, agree) of the Price that would otherwise have been payable.

10. Force Majeure

We shall not be liable for any claims, costs, damages, or other losses suffered by you to the extent resulting from any failure on our part, our servants and/or agents caused by or directly or indirectly due to war, terrorism, act of any government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes or lockouts, acts of God, illness, prevention from or hindrance in obtaining raw materials, energy, or other supplies, or any other similar cause or matter beyond our reasonable control.

11. Rights of Third Parties

It is acknowledged and agreed by you that these Terms of Business are not intended to be and shall not be enforced by any person other than you under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

12. Entire Agreement

These terms and conditions of Business and the Quote constitute the entire agreement between the parties and supersede any and all prior agreements.

13. Intellectual Property

All original designs, drawings, specifications, photographs, and any other written material produced by us during the performance of the Services shall remain our property.

14. Jurisdiction

This contract is subject to the Laws of England and the exclusive jurisdiction of the English Courts.