Terms & Conditions
INTERPRETATION
1.1. In these conditions the following words have the following meanings
‘Consumer’ an individual acting for purposes which are wholly or mainly outside that individuals trade, business, craft or profession;
‘Contract’ means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire or sale of Goods;
‘Customer’ means the person, firm, company or other organisation or purchasing or hiring goods and services;
‘Deposit’ means any advance payment required by the Supplier in relation to the Sale/ Hire Goods which is to be held as security by the Supplier;
‘Digital Content’ means data which is produced and supplied in digital form;
‘Force Majeure’ means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions, transport or travel disruptions and any other similar events;
‘Goods’ means any machine. Article, tool and/or device together with any accessories specified in a Contract which are sold or hired to the Customer;
‘Sale Goods’ means any Goods which are sold to the Customer;
‘Hire Goods’ means any Goods which are hired to the Customer;
‘Hire Period’ means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays, Sundays and Bank Holidays) and ending upon the happening of any of the following events:
The physical return of the Hire Goods by the Customer into the Supplier’s possession; or
The physical repossession or collection of Hire Goods by the Supplier;
‘Liability’ means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
‘Rental’ means the Supplier’s charging rate for the hire of the Hire Goods which is current from time to time during the Hire Period;
‘Supplier’ means Professional Preparation Contractors UK Ltd and The Preparation Group Ltd., at the address stated at the end of these terms and will include its employees, servants, agents and/or duly authorised representatives;
‘Services’ means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the hire or sale of Goods including any delivery and/or collection service in respect of the Goods.
1.2. “Intellectual Property Rights”: unless agreed otherwise, the Supplier retains the copyright and all other intellectual property rights in any Goods supplied by it to the Customer in relation to an Offer, Purchase Order or otherwise; The Supplier hereby provides the Customer with a non-exclusive, non-transferable, revocable licence to use the intellectual property rights in the Materials for the duration agreed in the applicable Purchase Order. The intellectual property rights to the Materials shall remain the property of the Supplier irrespective if the Customer is charged for their production. Such materials may not be copied or shown to any third parties without the express consent of the Supplier: “Contracting” means where Contracting Services are provided by the Supplier to the customer; “Training” means where Training is delivered by the Supplier to the Customer; “Warranty” means the term for which the Supplier provides warranty for goods supplied detailed in the Equipment Manual.
2. BASIS OF CONTRACT AND PROVISION OF SERVICES
2.1 Goods are sold or hired subject to them being available for sale or hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Goods being unavailable for sale or hire where the Goods are unavailable due to circumstances beyond the Supplier’s control.
2.2 Where the sale of Hire Goods is to a Customer who is an individual, unincorporated entity or a two (2) or three (3) partner business, and the sale or hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months (unless otherwise in writing), after which times the Contract shall be deemed to have automatically terminated. Accordingly, the hire of any Hire Goods is not covered by the Consumer Credit Act 1974. In such circumstances, the Customer shall return the Hire Goods at their cost to the Supplier on the final day of the 3 month Hire Period (unless otherwise agreed in writing). If the Customer fails to do this then it shall be liable for any financial loss which this causes the Supplier. During any agreed long-term Hire Period, exceeding 3 months, it is the responsibility of the Customer to arrange for servicing and maintenance of the Hire Goods to be carried out by the Supplier. The is at the cost to the Customer.
2.3 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a Consumer. Where the Customer is acting as a Consumer any provision which is marked with an asterisk (*) may, subject to determination by the Courts or any applicable legislation, have no force or effect and if any provision is under the applicable law of the Contract unenforceable in whole or in part or shall have no force or effect the Contract shall be deemed not to include such provisions but this shall not effect the enforceability of the remainder of the Contract. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bureau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information Centre.
3. FAULTY GOODS DIGITAL CONTENT AND/OR SERVICES
3.1 Where the Customer deals as a Consumer, the Supplier is under a legal duty to supply Goods, Digital Content and Services that are in conformity with the contract between the parties. In such circumstances the Customer has legal rights in relation to Goods and Digital Content that are, for example, faulty or not as described and in relation to Services that are, for example, not carried out with reasonable skill and care, or if the materials used to carry out the Services are faulty or not as described; subject to being used in accordance with the supplier’s recommendations.
3.2 Advice about Customer’s legal rights where they deal as a Consumer is available from their local Citizens Advice Bureau or Trading Standards Office. Nothing in these conditions will affect these legal rights.
3.3 RETURN OF GOODS: The Customer is required to inspect the Goods for visual damage and quantities upon receipt and indicate any comments on the shipping documentation and inform the Company, in writing, of any defects or quantity errors with 48 hours of receipt of the Goods.
3.4 Unless the Goods are defective, the Company will only accept the return of Goods provided that it has agreed to the return in advance and in writing. Any returned Goods must be supplied back to the Company at the cost of the Customer. Unused, still in original packaging and in an identical condition to that in which they were supplied. A handling and re-processing charge will be 20% of the value of the returned goods or a charge of £30.00, whichever is higher.
4. PAYMENT FOR CONTRACT SERVICES, RENTAL OR SALE OF GOODS
4.1 The amount of any Deposit and/or charges for any Goods/Services shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list, if applicable, from time to time. Where a Deposit is required for the Goods or Services it must be paid in advance by the Customer. The Supplier may also require an initial payment on account of Rental in advance of the Customer Hiring Goods.
4.2 The Customer shall pay the Deposit, Rental charges for any Services, monies for any Sale Goods and/or any other sums payable under the Contract to the Supplier at the time and in the manner agreed. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.
4.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
4.4 *If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judgement/decree) on the amount unpaid at the rate implied by law under the late payment of Commercial Debt (interest) Act 1998 (where applicable) or at the rate of 8% above the base rate from time to time of the Supplier’s bank, whichever is higher.
4.5 *The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
4.6 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for Sale and Hire Goods and/or the provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
5. RISK OWNERSHIP AND INSURANCE
5.1 Risk in the Goods, including insurance, will pass immediately to the Customer when they leave the physical possession or control of the Supplier.
5.2 Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Goods are back in the physical possession of the Supplier. This shall apply even if the Supplier has agreed to cease charging the Rental for Hire Goods.
5.3 Ownership of the Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods except that they are hired to the Customer. Ownership of any Sale Goods remains with the Supplier until all monies payable to the Supplier by the Customer for the Sale Goods have been paid in full.
5.4 Until ownership in the Sale Goods passes to the Customer, the Customer shall:-
5.4.1 hold the Sale Goods on a fiduciary basis as the Supplier’s bailee;
5.4.2 maintain the Sale Goods in a safe and satisfactory condition; and
5.4.3 keep the Sale Goods insured against all risks for their full list price from the time they leave the physical possession or control of the Supplier.
5.5 The Customer must not deal with the ownership or any interest in the Sale or Hire Goods. This includes, but is not limited to, selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending. However, the Customer may re-hire the Hire Goods to a third party only with the prior written consent of the Supplier.
5.6 The Supplier may provide reasonably priced insurance on request, in respect of the Hire Goods at an additional cost to the Rental. Alternatively, the Supplier may require the Customer to insure the Hire Goods for such reasonable risks as the Supplier may specify and any proceeds of any such insurance shall be paid to the Supplier on demand. The Customer must not compromise any claim in respect of the Hire Goods and/or any associated insurance without the Supplier’s written consent.
5.7 It is the responsibility of the Customer to ensure the operator is competent and or trained in the use of any Hire Goods and that the appropriate PPE and safety equipment is issued. The Supplier can provide Training and PPE/safety equipment upon request.
6. HIRE DELIVERY COLLECTION SERVICES AND RETURNS
6.1. It is the responsibility of the Customer to collect the Goods from the Supplier (where agreed), and, in the case of Hire Goods, return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver Goods to and/or collect the Hire Goods from the Customer it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services. The Customer is liable for the goods from leaving the Suppliers premises until the goods are returned. In most cases, the Goods will be packaged on a pallet with adequate safety straps. The Customer will be required to return the Hire Goods in the same manner (unless otherwise agreed) and in the same condition as received and is responsible for palletising the Hire Goods safely and securely, returning the pallet and safety straps used on delivery. Any damage caused to the Hire Goods as a result of inadequate palletising of equipment will be the responsibility and at the cost to the Customer. Failure to return the pallet and safety straps will result in a charge of £18.00. The Customer is responsible for the disposal of any waste and debris and the cleaning of any equipment and return consumables/attachments. Any Hire Goods returned containing waste or debris will result in a clean-down or disposal cost charged to the Customer. Any items incorrectly ordered by the Customer will incur a 20% re-stocking charge. Delivery charges will be in accordance with the Suppliers price list – a copy is available on request.
6.2. Delivery and Transmission of Risk
6.2.1. In the case of Ex Works delivery, delivery of the Goods will be deemed to have taken placer and the risk shall pass when the Supplier has notified the Customer in writing that the Goods are available for collection. If Goods have not been collected by the time the delivery period expires, they shall continue to be held available for the Customer for a reasonable period. Uncollected Goods shall be stored at the expense and risk to the Customer, any charges will be at a standard local ‘storage rate’ starting one week after the specified delivery period. Title in the Goods will pass in accordance with Article 14.
6.2.2. Where it is agreed in a Purchase Order (or otherwise in writing) that delivery shall not be provided Ex Works and the Supplier is to arrange for the carriage of the Goods to an agreed place, the Supplier shall be responsible for the loss or damage of the Goods in transit. Delivery will be deemed to have taken place, and risk shall pass on the unloading of the Goods at the agreed delivery address, unless otherwise agreed in writing.
6.2.3. If a Purchase Order involves a ‘trade-in’ with the Customer’s goods and the Customer continues to use the goods to be traded in pending delivery of the new Goods, the risk in relation to the goods to be traded in shall continue to be borne by the Customer until the moment at which the Company takes possession of the such goods.
6.3. “Hire”, Collection if the Supplier agrees to collect the Hire Goods from the Customer at the end of the Hire Period the Customer must give the Supplier reasonable notice which shall include at least three (3) working days’ notice from the end of the Hire period. The Customer shall remain responsible and liable for any loss, damage or theft to the Hire Goods until the Hire Goods are collected by the Supplier unless the Supplier fails to collect the Hire Goods within 5 working days of the Customer notifying the Supplier that the Hire Goods are ready for collection whereupon the Supplier shall be liable for any loss, damage or theft thereafter. Upon off-hiring the Hire Goods, the Customer must obtain an off-hire number from the Supplier.
6.4. Where the Supplier provides Services the persons performing the Services are servants of the Customer and once the Customer instructs such persons they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice except to the extent that the persons performing the Services are found to be negligent by a court with jurisdiction to make such finding pursuant to clause 14.9.
6.5. The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space facilities, equipment and access to utilities for the Supplier’s employees, sub-contractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is where necessary, cleared and prepared before the Services are due to commence. Any excessive delay periods will be charged to the Customer.
6.6. If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the Customer is acting as a Consumer and the delay is due to a Force Majeure event.
6.7. The Supplier will assume that the Customer has accepted the Goods unconditionally and has found them to be satisfactory in every respect unless notified in writing to the contrary within 48 hours of receipt of Goods or the Hire Period.
6.8. All Hire Goods being delivered and returned via pallet are subject to a 3-day minimum Hire Period.
7. CARE OF HIRE GOODS
7.1. The Customer shall:
7.1.1. not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;
7.1.2. notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods;
7.1.3. take adequate and proper measures to protect the Hire Goods from theft, damage and/or risks;
7.1.4. notify the Supplier of any change of its address and upon the Supplier’s request provide details of the location of the Hire Goods;
7.1.5. permit the Supplier at all reasonable times and upon reasonable notice to inspect the Goods including procuring access to any property where the Hire Goods are situated;
7.1.6. keep the Hire Goods at all times in its possession and control and not to remove the Hire Goods from the country where the Customer is located and/or the country where the Supplier is located without the prior written consent of the Supplier;
7.1.7. be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Service;
7.1.8. not do or omit to do anything which the Customer has been notified will or may be deemed to invalidate any policy of insurance related to the Hire Goods;
7.1.9. not continue to use Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person; and
7.1.10. where the Hire Goods require fuel, oil and/or electricity ensure that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person;
7.1.11. ensure that any employees, agents or contractors that operate the Hire Goods are, if applicable, adequately and sufficiently qualified and trained to operate the Hire Goods in accordance with all current and applicable legislation
7.2. The Hire Goods must be returned by the Customer in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods.
7.3. Hire Goods are not permitted to be used in where high level, licensed asbestos is present. The customer must advise in writing to the Supplier if the Hire Goods are to be used in a low level, non-licensed asbestos contaminated area or an area which is suspected to contain asbestos. Under such circumstances, the Customer will be charged for replacement components as set out in our quotations. The Hire Goods must be fully cleaned and decontaminated from any dust and debris prior to collection or return to the Supplier.
8. BREAKDOWN
8.1. Allowance may be made in relation to the Rental to the Customer for any non-use of the Hire Goods due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Supplier as soon as practicable of the breakdown and the Supplier is unable to repair or replace the Hire Goods within a reasonable time.
8.2. The Customer shall be responsible for all expenses, loss (including loss of Rental) and/or damage suffered by the Supplier arising from any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods. The Customer will be liable for Engineer’s fees of £1,000.00 per day or part thereof where attendance to site is necessary and found to be as a result of operator error.
8.3. The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or negligence of the Supplier while carrying out routine maintenance and/or repairs.
8.4. The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Supplier.
9. LOSS OR DAMAGE TO THE HIRE GOODS
9.1. If the Hire Goods are returned in damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Hire Goods, the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re-hire and to pay the Rental, in accordance with the provisions of clause 9.3, until such repairs and/or cleaning have been completed.
9.2. In respect of any Hire Goods which are lost, stolen or damaged beyond economic repair during the Hire Period the Customer will:
9.2.1. pay to the Supplier the new list price replacement cost for any Hire Goods less than twelve (12) months old from first registration; and/or
9.2.2. reimburse the Supplier for any loss or costs suffered or incurred by the Supplier for any Hire Goods more than twelve (12 months old from first registration, less the amount paid to the Supplier under any policy of insurance and/or Deposit in respect of the Hire Goods
9.3. The Customer shall remain liable to pay the Rental for the Hire Goods up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair.
9.4. In addition to the obligation in clause 9.3 to pay the Rental, from the date the Customer notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair until the date the Customer makes a payment to the Supplier for the replacement of the Hire Goods in accordance with clause 9.2 (Lost Rental Period), the Customer shall pay, as a genuine pre-estimate of lost rental profit, a sum as liquidated damages being equal to two thirds of the Rental that would have applied for such Hire Goods during the Lost Rental Period. The Supplier shall use its reasonable commercial endeavours to purchase replacements for such Hire Goods as quickly as possible once it has received payment from the Customer under clause 9.2 above. Our Damage Waiver option provides more protection and peace of mind for all items hired by the customer. 15% of the Hire value provides the customer with the assurance that the Supplier will take responsibility for accidental damage or loss of an individual purchase to the value of £5000.00, where the total value of the equipment exceeds £5000.00 the Damage waiver fee will automatically be applied. Claims are subject to a customer excess payment. Excess is calculated at 10% of the total claim value with a minimum excess of £50.00 up to a maximum of £500.00.
10. STATUTORY CANCELLATION RIGHT FOR CONSUMERS
10.1. The provisions of this clause 10 only apply to Customers who are a Consumer for the purpose of any hire or purchase from the Supplier.
10.2. Subject to clauses 10.4 and 10.5, in the case of all Contracts for Sale Goods and those Contracts for Hire Goods where the Hire Period does not have a fixed duration, the Customer shall, in accordance with its rights under the Consumer Contracts (information, Cancellation and Additional Charges) Regulations 2013, have the right to cancel the Contract by writing to the Supplier at the address stated at the end of these terms, without incurring any charge or liability within 14 days of the day following the date on which the Goods come into the physical possession of the Customer.
10.3. Where a Customer exercises its right to cancel under clause 10.1 and has made payments in advance for Goods and/or Services that have not been provided to it, then the Supplier will refund these amounts to the Customer:
10.3.1. within 14 days of receipt of the Goods which have been returned by the Customer; or
10.3.2. (if earlier) within 14 days after the day the Customer provides evidence that they have returned the Goods; or
10.3.3. if no Goods have been provided by the Supplier, 14 days after the day on which the Supplier is informed of the Customer’s decision to cancel the Contract.
10.4. Where the Customer deals as a Consumer and requests in writing that the Supplier begins provision of the Services within the cancellation period set out in clause 10.1, then the Customer’s right to cancel the Contract without incurring any charge or Liability will expire once the Supplier has completed the provision of the Services. If the Customer cancels the Contract once the Supplier has begun to provide the Services it shall be liable for all costs reasonably incurred by the Supplier in providing the Services up to the point the Supplier is informed of the Customer’s decision to cancel the Contract.
10.5. Where the Contract is with a Consumer and:
10.5.1. is for the supply and accommodation, transport of goods, vehicle rental services or services related to leisure activities; and
10.5.2. provides for a specific date or period of performance, the Consumer will not have a right to cancel the Contract without incurring any charge or liability to the Supplier.
10.6. Where a Customer cancels the Contract under this clause 10, it shall return any Goods which the Supplier has provided to it at its own cost, unless otherwise expressly agreed in writing.
11. TERMINATION BY NOTICE
11.1. If the Hire Period has a fixed duration, then subject to the provisions of clause 12 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
11.2. If the Hire Period does not have a fixed duration either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice.
11.3. If no period of notice has been agreed or specified the Customer may terminate the Hire Period by the physical return of the Hire Goods to the Supplier.
11.4. If no period of notice has been agreed or specified either party shall be entitled to terminate the hire of the Hire Goods by giving not less than 14 days’ notice to the other.
11.5. In any event, termination and/or off-hire must be notified by 12pm on a Friday and by 4pm Monday to Thursday.
11.6. The rights set out in this clause 11 are in addition to any rights the Customer may have under clause 10 (and any other legal rights).
11.7. Events of Termination: This Agreement will terminate automatically and the Supplier may repossess the Hire Goods at any time if:
11.7.1. The Customer being a person and the sole Customer of ours under this Agreement die
11.7.2. There is a petition for a bankruptcy order presented against the Customer
11.7.3. An application is made for an interim order against the Customer under the Insolvency Act 1986
11.7.4. The Customer call a meeting of or come to any arrangement with the Customer’s creditors
11.7.5. There is a receiving order made against the Customer
11.7.6. There is a petition for winding up or an administration order presented against the Customer
11.7.7. The Customer pass a resolution for voluntary winding up
12. DEFAULT
12.1. If the Customer:
12.1.1. fails to make any payment to the Supplier when due without just cause;
12.1.2. breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
12.1.3. persistently breaches the terms of the Contract;
12.1.4. provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
12.1.5. pledges, changes or creates any form of security over any Hire Goods or proposes to compound with the creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a bankruptcy petition/petition for sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;
12.1.6. being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;
12.1.7. appears to the Supplier (acting reasonably) due to the Customer’s credit rating to be financially incapable of meeting its obligations under the Contract, and/or
12.1.8. appears to the Supplier (acting reasonably) to be about to suffer any of the above events; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below.
12.2. If any of the events set out in clause 12.1 above occurs in relation to the Customer then:
12.2.1. except where the Customer is acting as a Consumer the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Goods owned by the Supplier may be and repossess any Goods;
12.2.2. the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or other Contract with the Customer;
12.2.3. the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or other contract with the Customer; and/or
12.2.4. *all monies owed by the Customer to the Supplier shall immediately become due and payable.
12.3. Any repossession of the Goods shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Goods.
12.4. Upon termination of the Contract the Customer shall immediately;
12.4.1. return the Goods to the Supplier or, as requested by the Supplier, make the Goods available for collection by the Supplier or its authorised representatives (the Customer granting or procuring for the Supplier or its authorised representative the right to enter the site without trespass); and
12.4.2. Pay to the Supplier all arrears for Rentals, Charges for any Services, monies for any Sale Goods and/or any other sums payable under the Contract including, but not limited to, the cost of returning the Goods.
13. CONTRACTING
13.1. Area size (when a metre rate is quoted) it is deemed that the area to be prepared as quoted is the minimum area chargeable and not subject to re-measure. Where addition meterage is prepared the price per metre will be charged pro-rata.
13.2. Day rate means provision of goods/services to be available to the Customer for the duration (8 hours or part thereof) unless specified at a said location to execute works per the instruction of the Customer for the designated timescale.
13.3. Standing time is applicable when works cannot be progressed due to circumstances beyond the Company’s control and/or as a direct result of inadequate information being supplied by the Customer. Where delays are incurred the Company resumes the right to apply a charge to cover plant and labour of £200.00 per hour or part thereof.
13.4. Access/Egress, it is the responsibility of the Customer to ensure that suitable access to the site/premises is made available for the goods/services provided including Plant/Machinery (specifications on request). The Customer must supply and indemnify suitable lifting facilities where applicable at no charge to the Company and ensure provisions are available to remove Plant/Machinery on a daily basis. The Company reserves the right to levy a fee relating to the minimum daily charge of £1000 per day to the Customer in the event that the Plant/Machinery cannot be removed from the designated location as specified above or the project is cancelled. A minimum of 48 house notice is required in writing confirming cancellation of works. Areas to be treated/prepared are the areas accessible and suitable to the Plant/Machinery specified on the quotation and/or requested by the Customer. Areas not accessible to Plant/Machinery designated to complete the works can be prepared by Hand Tools/Small plant if requested by the Customer and detailed on the quotation and order. “Edgework” is a separate operation and not included unless specified on the quotation and Customer order and agreed by both parties.
13.5. Site Conditions, areas to be prepared or treated to be clear of Debris, other trades equipment, dry and swept prior to commencement of contract. In the event that the Suppliers employees are delayed whilst the Customer clears the area in order to commence specified works standing time rates will be charged.
13.6. Lighting, the Customer to provide suitable lighting facilities at no charge to the Supplier. Where sufficient lighting is not available for the works to be executed safely and efficiently, standing time rates will apply.
13.7. Duration of the Contract, timescales for completion of the specified process do not apply unless detailed in writing and agreed by the Supplier and the Customer prior to commencing works. The number of visits detailed on the quotation form the basis of the agreement between the Customer and the Supplier. Additional visits will be charged pro-rata. The Supplier requires an exclusion zone, uninterrupted continuance of work on arrival to site and works to be completed in a logical sequence. Movement of plant and personnel restricting production will be charged at standing time rates. No other trades must interrupt the program of works.
13.8. Services to be identified and confirmed by the Customer including ACM (Asbestos containing materials) reports, Risk Assessments to identify the protection of the Suppliers employees and equipment at quotation stage and throughout the duration of the project. Arrangements for Disposal of Debris including special licences/ permits and Electric power supply. The customer must ensure all sensitive equipment is protected and ensure all drains/ gulley’s are adequately covered/protected against machines passing over and damaging. The customer must provide suitable welfare facilities. The customer must ensure Fire Health and Site Safety Rules/ Regulations are adequately communicated to the Suppliers employees prior to commencing work. The Supplier does not accept responsibility for damage to services and/or items not identified by the Customer in writing prior to commencement of contract which may be affected by the surface preparation/treatment, cleaning, polishing or surface removal works.
13.9. Disposal of Debris, it is the Customer’s responsibility to provide suitable containers within 30 metres of the working area for disposal of Debris. Containers supplied must comply with the relevant “Disposal of Waste Regulations”. Note: The Supplier is not licensed to carry debris in any form on its vehicles. Legislation requires that debris be disposed of in a responsible manner in accordance with guidelines. In the event that suitable containers are not supplied by the Customer, disposal costs will be forwarded to the Customer in addition to standing time incurred by Supplier employees to coordinate arrangements. The Supplier reserves the right to leave debris on-site for the customer to dispose of responsibly. The Supplier commits to re-cycle its waste where reasonably possible.
13.10. Customer Approval, the Supplier requires a representative and/or servant to the Customer to approve the specified works on arrival at the site/project. The Supplier requires its employees to complete a record of the works completed daily to be approved by a representative/servant for the Customer and the Daily Record Sheet duly signed on completion of the Contract and/or daily basis. The Supplier does not accept any responsibility for the works completed when the Customer representative/servant is not available for the duration of the project/contract. In the event that the Customer applies the specified system onto the surface prepared/treated it is deemed that the surface is suitable for the system/material. The Supplier does not accept responsibility for the preparation/treatment works once materials/systems are applied by the Customer or others.
13.11. No Retention: The works completed by the Supplier are deemed accepted by the Customer where materials and surfaces are applied to areas prepared by the supplier, and as such retention cannot be withheld from the Supplier. Visit www.builduk.org
13.12. Health and Safety, it is the Customer’s responsibility to establish and confirm to the Supplier that the material being treated, removed, cleaned, polished or prepared is of a safe nature and not hazardous to the Health and Safety and Welfare of the Suppliers employees/agents and servants. Suitable ventilation must be provided by the Customer to ensure safe operation of the designated plant/equipment (especially gas-powered equipment).
13.13. Protection of the Environment, it is the Customers responsibility to provide safe Access and Egress and protect access routes where debris must be removed and plant/machinery operated. The Supplier does not accept responsibility for contamination created by the nature of the operation, when adequate measures to protect/secure sensitive areas have not been adhered to by the Customer.
13.14. Cleaning, on completion of Surface Preparation/Treatment the Supplier recommends that the Customer vacuums the area prior to applying any specified product. The Supplier does not accept responsibility for contamination of the surfaces and recommends that no traffic pass over the surface prior to application of any specified product.
13.15. The Supplier shall not be responsible for any losses incurred arising from the breakdown of equipment as a result of failure to provide an exclusion area for the works to be conducted.
13.16. Loss or Damage, if equipment/tools cannot be removed from the site for the duration of the contract, it is the Customers responsibility to ensure it is kept secure. In the event that equipment and tools are damaged or stolen the Customer will be liable for replacement costs.
13.17. Termination by notice, if the Contract period has a fixed duration, neither Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of the fixed period unless agreed by both parties.
13.18. Compliance with Regulations the Customer shall be responsible for compliance with all regulations issued by the Government or Local Authority including Building (Safety, Health and Welfare) Regulations.
13.19. Any losses attributable to the work completed by the Supplier shall be limited to and not exceed £1500.00.
13.20. All Health and Safety, Risk Assessments, Certificates and Maintenance Records are produced to reflect the works executed by the supplier, it is the Customer’s responsibility to check and approve.
13.21. It is the Customers responsibility to provide lifting facilities and indemnify such as required.
13.22. Where parking is not available for a 7.5 tonne vehicle any additional costs will be levied to the Customer.
13.23. POLISHING
13.24. The Supplier does not accept any responsibility for defects in the material revealed by the grinding and polishing process attributable to the laying and finishing of the material/product.
13.25. The initial Grind should not be attempted before the manufacturers recommended curing time for the material/product (with considerations for temperatures and the installation process) or no sooner than 28 days after pouring concrete. In the event that the Supplier is requested by the client to proceed the Supplier is not liable for any costs or additional works.
13.26. The initial grind to expose aggregate is deemed to be removal of 3mm, unless otherwise specified in the quotation. Additional grinding to remove further material is an additional cost to the Customer.
13.27. Where the flatness of the material/product is critical to the finished aesthetic appearance the Customer must produce a levels survey to identify if any reducing works are necessary prior to polishing stages.
13.28. Any curing compounds applied to new concrete must be identified by the Customer the Supplier informed at tender/quotation stage. Some compounds can be detrimental to the bonding of grouts or seals. Failure to provide precise information in the initial contract stage resulting in non-adhesion in latter stages of the polishing process is the responsibility of the Customer.
13.29. Where the specification requires a flatness of SR1, a level survey and reducing work must be completed before commencing the polishing process and a copy forwarded to the Supplier prior to quotation.
13.30. The uniformity of any material/product (man-made or natural) cannot be guaranteed by the polishing process, the Supplier accepts no liability for the finished polish aesthetic appearance and the Customer is duty bound to pay its contractual costs to the Supplier on completion of the polishing process.
13.31. The Supplier excepts no liability if the material/product fails as a result of structural movement including stress fracture, rising moisture, inclement weather, oil or contaminants, staining or damage by others, inconsistency in the quality of the material/product, cracking, loose aggregate, pliable surface or other factors not attributable to the grinding and polishing process.
13.32. Protection of the material/product must be in the form of a breathable material to prevent colour variation or imperfections on the finished polished surface.
14. GENERAL
14.1. Upon termination of the Contract the provisions of clauses 4.2, 4.4, 4.5, 7, 8, 9.1, 9.3 and shall continue in full force and effect.
14.2. Each Sale or Hire of an item of Goods shall form a distinct Contract which shall be separate to any other Contract relating to other Goods or Services.
14.3. The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.
14.4. When dealing as a Consumer, if the Customer has any questions or complaints it may contact the Supplier by telephoning its Customer Service Team on 01522 561460 or by email at sales@ppcgroup.co.uk
14.5. *The Customer agrees to indemnity and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortious/delictual act and/or omission and/or any breach of statutory duty by the Customer.
14.6. *No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
14.7. The Supplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
14.8. All third-party rights are excluded and no third parties shall have any rights to enforce the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods. Such finance company shall, subject to the Supplier’s consent, have the right to enforce this Contract as if they were the Supplier.
14.9. This Contract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to this Contract.
14.10. PRICE CHANGES
14.10.1. Where a delivery period is more than 4 months after agreement of the Purchase Oder or performance of a Purchase Order is delayed or suspended in accordance with these Terms for more than 4 months from the date of the agreed Purchase Order, the Company reserves the right to increase the price given in the Purchase Oder in accordance with its then current rates.
14.10.2. Payment of the price increase as referred to in Article 7.1 shall take place together with payment of the principal, or the last instalment (as the case may be).
14.10.3. If the Customer provides materials to the Company to manufacture Goods pursuant to a Purchase Oder, the price shall be the market value of the manufactured Goods plus 20% (exclusive of VAT and packaging).
14.11. Force Majeure, the Company shall be entitled to suspend performance of its obligations if it is temporarily prevented from performing them by circumstances that could not be reasonably foreseen at the time of the conclusion of the purchase order and which are beyond its reasonable control, including with limitation: failure of its suppliers and/or subcontractors to fulfil their obligations or to do so in good time, weather conditions, earthquakes, pandemics, fire, loss or theft of equipment/tools, loss of goods or raw materials, air or road, blockades, strikes, import or trade restrictions if in any event the above exceeds a period of six months the purchase order may be terminated by either party.
15. TRAINING
15.1. All correspondence regarding booking will be sent to the named booker on the booking form. Nothing will be sent to the individual delegates: it is the responsibility of the booker to pass all information onto the delegate. We will send joining instructions to you within 24 hours of receiving your booking.
15.2. PRIVACY POLICY: The Company may on occasions contact you for business requirements to advise of your expiring certification dates or to advise of new training courses.
15.3. PAYMENT: Training course fees must be paid 7 working days prior to the course date or 14 working days for bespoke courses.
15.4. CANCELLATION POLICY: More than 15 working days prior to the course date – No fee. Between 10 working days and 5 working days inclusive – 75% Less than 5 working days or course non-attendance – Full course cost.
15.5. TRANSFER POLICY: To transfer the delegate to an alternative date charged will be levied as follows: More than 15 working days prior to the course date – No fee. Between 10 working days and 5 working days inclusive – £50 administration fee plus VAT. Less than 5 working days in advance 100% of new course fee payable.
15.6. Neither of the parties shall be liable to the other for any loss or damage, costs, expenses or other claims for compensation arising as direct or indirect result of breach or non-performance of any of its obligations under this agreement due to any cause beyond the other party’s reasonable control, including without limitation, any act of God, war, military operations, riot, accident, failure or shortage of fuel or power supplies, abnormally inclement weather, fire, flood, hurricane, drought, explosion, lightening, strike, lock out, or trade dispute.
16. LIMITATIONS OF LIABILITY
16.1. *All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
16.2. *If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.
16.3. Any defective Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Goods.
16.4. *The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Goods and/or the Services have not been paid in full by the due date for payment.
16.5. The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
16.6. The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.
16.7. The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.
16.8. The Customer is required to insure against liability to others for loss or damage caused by the Goods and Services including but without limitation to, injury, death, disease and physical damage or loss to a persons or property, for at least £1000,000.00.
16.9. The Customer must keep all of the insurance in full force and effect in all respects from the time Hire Goods are delivered and until they are returned to the Supplier or partly nominated by the Supplier following termination of the hiring under this Agreement.
16.10. The Supplier shall have no Liability to the Customer for any of the following losses (whether direct or indirect):
16.10.1. *consequential losses;
16.10.2. economic and/or other similar losses;
16.10.3. business interruption, loss of business, contracts and/or opportunity including loss of profits and/or damage to goodwill; and/or
16.10.4. special damages and indirect losses however so arising.
16.11. *The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not Exceed 5 times the amount of any rental or monies payable for sale goods or services, in addition to charges for Services (if any) under that Contract or the sum of £1500.00 whichever is higher. To the extent that any liability of the Supplier to the Customer would be met by any insurance of the Supplier then the liability of the Supplier shall be extended to the extent that such liability is met by such insurance.
16.12. Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of;
16.12.1. Liability for breach of Contract.
16.12.2. *Liability in tort/delict (including negligence); and
16.12.3. *Liability for breach of statutory and/or common law duty; Except clause 16.11 above which shall apply once only in respect of all the said types of Liability.
16.13. Nothing in this Contract shall exclude or limit the Liability of the Supplier for fraud, death or personal injury due to the Supplier’s negligence, nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.
17. WARRANTY
17.1. The goods supplied conform to the specification agreed in the applicable Purchase Order,
17.1.1. be of satisfactory quality (within the meaning of the Sales of Goods Act 1979, as amended) and fit for any purpose held out be the Company in writing; be free from material defects in design, material and workmanship and remain so for 12 months after delivery (the “Warranty Period”); and comply with all applicable statutory and regulatory requirements.
17.2. The Supplier shall obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to supply the Goods in accordance with the terms of these Terms.
17.3. In the event that it is determined or agreed that the Goods supplied do not conform to the specification during the Warranty Period, the item of Goods may be returned by the Customer free of charge to the Supplier and the Supplier may choose at its own discretion to either:
17.3.1. repair the item of Goods
17.3.2. replace the item of Goods; or
17.3.3. provide the Customer with a credit note for a proportionate part of the invoiced amount.
17.4. If the Purchase Order includes the carrying out of services (e.g. conducting services of equipment or installation or assembly of Goods), the Supplier warrants that such services will be provided with reasonable care and skill and any Materials used in connection with such services shall be fit for purpose, provided that such purpose was made known to the Supplier by the Customer in writing prior to issue of a Purchase Order. In the event that it is determined or agreed within the Warranty Period relating to the Goods that such services or the Materials used do not comply, the extent of the Suppliers liability shall be to repair or replace the relevant item of Goods, provided that the parts which the Supplier is to repair or replace are sent to the Supplier by the Customer at the Customer’s cost or to re-perform such services. The dismantling and assembly of the parts and any travelling and accommodation expenses incurred shall be borne by the Customer.
17.5. If the Purchase Order includes the processing by the Supplier of materials supplied by the Customer, the Supplier warrants that the processing shall be carried out with reasonable care and skill. In the event that it is agreed that processing has not been carried out with reasonable care and skill, the Supplier may choose at its sole discretion:
17.5.1. to carry out the processing again, in which case the Customer must supply new materials at its own expense;
17.5.2. to repair the defect, in which case the Customer must return the materials free of charge to the Company; or
17.5.3. to provide the Customer with a credit note for a proportionate part of the invoiced amount.
17.6. Warranty procedures do not apply where:
17.6.1. any defects to Goods are a result of normal wear and tear;
17.6.2. injudicious use;
17.6.3. lack of, or defective maintenance; or
17.6.4. installation, assembly, modification or repair by the Customer or by third parties;
17.6.5. the Customer is in default in respect of any of its obligations to the Supplier under these terms; or
17.6.6. the Customer has used spare parts or consumables not approved of by the Supplier.
17.7. Any warranty claim will be investigated by the Supplier and any deemed warranty parts must be returned to the Supplier by the Customer with the relevant return documentation. If the deemed warranty parts are not returned by the Customer then no refunds or exchanges will be available to the Customer.
18. INVOICING
18.1. The Supplier invoices will be sent electronically. Goods and/or services shall be invoiced together with charges, taxes, duties and any other charges levied in the country of delivery. Value added tax shall be specified separately.
18.2. If Transactions have been processed, the Customer will be invoiced with the frequency agreed between the Supplier and the Customer. The Supplier may conduct periodic reviews on all Customers and the Supplier reserves the right to amend the invoice frequency and the payment terms of the Customer with prior Notification.
18.3. If any email notification or electronic invoice fails to reach the e-mail address specified or any loss or corruption of information occurs, it is the Customer’s responsibility to advise the Supplier and no such failure or loss shall affect the Customer’s liability for making payment of all amounts properly due from the Customer to the Supplier on or before the due date for payment. For the avoidance of doubt, the Customer is responsible for informing the Supplier of all changes to the Customer’s administration data, which includes the destination e-mail address.
18.4. The Customer will be invoiced for Goods and/or services purchased in pound sterling (£).
18.5. Invoices are payable by the due date stated on such Invoice (“Payment Terms”). The Customer shall pay invoices without any discount, deduction or set off, so that the Suppliers designated bank account is credited with the full amount and in the currency indicated on the Invoice within the Payment Term. Failure to do so shall constitute “Late Payment”.
18.6. Unless agreed otherwise by the Supplier, payments shall be made by BACS to the Suppliers designated bank account.
18.7. At its sole discretion, and at any time, the Supplier has the right to revise the payment method or Payment Term and to revise or withdraw any credit that may have been granted to the Customer.
18.8. The Customer shall be liable for all costs, charges and other liabilities incurred by the Supplier as a result of the Late Payment. The Supplier is entitled to charge all costs of collection, including professional fees to the extent permitted by law, in addition to all other amounts due. For payments that do not take place on the due date, the Supplier reserves the right to levy a Charge in respect of such late payment.
18.9. The Supplier reserves the right to terminate any Agreement or levy a Charge in the event that the Customer’s exceeds a Spend Threshold.
18.10. The Supplier may perform credit checks on the Customer. The Customer hereby gives its consent to the Supplier to carry out such checks. The Customer hereby acknowledges and agrees that the credit checks may involve giving information about the Customer to licensed credit reference agencies or third parties.
18.11. The Supplier may undertake periodic risk assessments of the Customers using industry-recognised risk exposure management tools and/or general market intelligence. If, following such risk assessment, the Customer’s risk exposure reaches a specified risk exposure level determined by the Supplier.
19. DURATION AND TERMINATION
19.1. The Customer may close the account by emailing accounts@ppcgroup.co.uk
19.2. Notwithstanding any other remedies available to the Supplier, this Agreement may be terminated by the Supplier with immediate effect by Notification to the Customer in the following circumstances:
19.2.1. if there is Late Payment by the Customer;
19.2.2. if the Customer exceeds a Spend Threshold;
19.2.3. if there is a suspicion of fraud or abuse of the Customer’s Account or such fraud or abuse has been established;
Professional Preparation Contractors (UK) Limited
The Preparation Group Limited
Preparation House Deacon Road Lincoln LN2 4JB
Tel: +44(1)522 561460
Email: sales@ppcgroup.co.uk
www.thepreparationgroup.com
© The Preparation Group
