Terms & Conditions
CONDITIONS OF SUPPLY
- Interpretation
1.1 In these Conditions:
“Client” means the person or organisation for whom the Supplier has agreed to provide the Services contained in the contract in accordance with these Conditions.
“Contract” means the provision of the Services in the quotation or estimate.
“C.P.A. Conditions of Hire” means model conditions for the hiring of items written by the Construction Plant-Hire Association.
“Document” includes, in addition to a document in writing, any information supplied on an information storage device.
“Hire Items” means all tangible assets, plant, machinery, associated equipment and any other goods hired by the Client from the Supplier pursuant to the Services and shall include operated as well as non-operated plant. “Input Information” means any Documents or other materials, and any data or other information requested by the Supplier and provided by the Client relating to the Services.
“Services” means the Services to be provided by the Supplier for the Client, including goods sold, installed, items serviced, consumables, tools or items on hire in accordance with the quotation or estimate. “Supplier” means DRAGON RENEWABLE ENERGY (registered in Cardiff under number 13786321
“Supplier’s Charges” means the charges detailed in clause 3.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Supply of the Services
2.1 The Supplier shall provide the Services to the Client in the quotation or estimate subject to these Conditions. Any changes or additions to the Services or these Conditions must be agreed in writing by the Supplier and the Client with the exception of highlighted items in the quotation or estimate which are required to be varied due to site circumstances. For example, the depth of a borehole (including subsequent variations in infrastructure) or necessary variations in drilling techniques due to geological and/or hydrogeological conditions.
2.2 The Client shall at its own expense provide the Supplier with all the requested Input Information relating to the provision of the Services, within sufficient time to enable the Supplier to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Information.
2.3 The Client shall at its own expense retain duplicate copies of all Input Information and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. 2.4 The Services shall be provided in accordance with the Supplier’s current brochure, website or other published literature (if any) relating to the Services, subject to these Conditions.
2.5 The Supplier may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety, or other statutory requirements, or emergency situation or which do not materially affect the nature or quality of the Services.
- Charges
3.1 The Client shall pay the Supplier’s Charges and any additional sums which are due in accordance with Clause 2.1 or are agreed between the Supplier and the Client for the provision of the Services or which, in the Supplier’s sole discretion, are required for example as a result of unforeseen geological/hydrogeological conditions, the Client’s instructions or lack of instructions, the inaccuracy of any Input Information or any other cause attributable to the Client.
3.2 All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax (unless specifically indicated), for which the Client shall be additionally liable at the applicable rate. Some Services are zero rated, or have reduced rates, for Value Added Tax. It is the Client’s responsibility to provide any document that confirms that the Supplier’s Charges qualify for a reduction in the Value Added Tax rate.
3.3 The Supplier shall be entitled to invoice the Client on completion of each stage of the Contract for the Services provided, or at other times as agreed with the Client.
3.4 The Supplier’s Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) in accordance with the terms contained in the quotation or estimate.
3.5 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% above the published base rate of the HSBC Bank Plc from the due date until the outstanding amount is paid in full.
3.6 Title of Services sold by the Supplier to the Client shall remain with the Supplier until the Client had paid the full contract price for the Services. In the event of the Services being subject to damage (including malicious damage) or loss by others, during the contract or before the Client has paid the full contract price, no liability shall fall on the Supplier and the Client shall be responsible for rectification of the issue. If the Client requires the assistance of the Supplier for dealing with such an issue then it will subject to a further quotation or estimate.
3.7 Where the Client fails to pay for the Services the Supplier shall be entitled to repossess or trace the Services and/or proceeds of sale obtained by the Client, Liquidator, Receiver or Administrator.
- Warranties and Liability
4.1 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill. Where the Supplier supplies in connection with the provision of the Services any items supplied by a third party, the Supplier will pass on any third party warranty to the Client.
4.2 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by negligence of the Supplier, its servants, equipment suppliers, sub-contractors, agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s Charges for the provision of the Services, except as expressly provided in these Conditions.
4.3 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
- Hire Items
5.1 Any Hire Items supplied to the Client by the Supplier are supplied pursuant to the terms of the C.P.A. Conditions of Hire.
5.2 Hire Items must be operated in accordance with the operating manual and by competent personnel.
5.3 Where any provisions of the C.P.A. Conditions of Hire and these Conditions of Supply conflict then in relation to any Hire Items the provisions of the C.P.A. Conditions of Hire shall prevail.
- Termination
6.1 The Contract shall expire on the agreed date. If no date is agreed the Contract shall expire on the completion of the Services to be performed by the Supplier save for any warranties that will continue for the warranty period contained in the contract. Any outstanding payments owed by the Client are still payable after the end of the contract.
6.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes Bankrupt, makes a Voluntary Arrangement with his or its creditors or has a Receiver or Administrator appointed. If termination is activated by the Client then payment for Services undertaken up to termination date are payable to the Supplier.
- General
7.1 These Conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 Any notice required or permitted to be given by either to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such address as may at the relevant time may have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to the waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. 7.5 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
