These Conditions and the accompanying schedule govern the supply of equipment and the contractual relationship between the supplier and the customer. These conditions apply to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Article 1: Interpretation
1.1. Definitions
Business day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these conditions set out in clause 1 to 13 (inclusive). Commencement date: the date on which a qualifying order is placed by the customer.
Customer: the party submitting a Qualifying Order for goods with the Supplier.
Delivery: the transfer of physical possession of the Equipment to the Customer at the Site.
Delivery Date: the date specified for delivery of the Equipment in accordance with clause 4.
Equipment: the items of equipment listed in schedule 1, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it or such other equipment provided from time to time by the supplier at its sole discretion.
Equipment Value: the fair market value of the equipment determined by the supplier from time to time.
Qualifying Order: an order placed by the customer with the supplier for the supply of goods by the supplier which meets the minimum order value set by the supplier from time to time (calculated on a 12 month pro-rata basis) and which qualifies for the equipment to be provided to the Customer under these terms.
Risk Period: the period during which the equipment is at the sole risk of the customer as set out in clause 5.
Site: the customer’s premises or storage area or used location of the equipment. Supplier: First Base Ground Screws UK Ltd, a company incorporated and registered in England and Wales with company number 12813390.
Temporary Possession Period: the period during which the Equipment is provided to the Customer by the Supplier as set out in clause 3.
Total Loss: due to the customer’s default, the equipment is, in the supplier’s reasonable opinion or the opinion of its insurer or the Equipment manufacturer, damaged beyond repair, lost, stolen, seized or confiscated.
VAT: value added tax or any equivalent tax chargeable in the UK.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules.
1.5. A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of this agreement.
1.6. A reference to writing or written includes email but not fax.
1.7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8. Any words following the terms including, , in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Article 2: Equipment
2.1. The Supplier shall supply the equipment to the customer subject to the terms and conditions of this agreement.
2.2. The Supplier shall not, other than in the exercise of rights under this agreement or applicable law, interfere with the customer’s quiet possession of the equipment.
Article 3: Loan period
3.1. The temporary possession period starts on the delivery date and shall continue for a period of 12 months unless terminated earlier in accordance with the terms of this agreement.
3.2. The Equipment shall remain in temporary possession of the customer subject to a monthly qualifying order being submitted by the customer and accepted by the supplier.
Article 4: Delivery
4.1. On the submission and acceptance of a qualifying order, the supplier shall as soon as reasonably practicable inform the customer of the supplier’s estimated delivery date of the equipment.
4.2. The Supplier shall use all reasonable endeavours to effect Delivery by the Delivery Date, however Delivery Dates are approximates only and the time of delivery is not of the essence.
4.3. Risk in the equipment shall transfer in accordance with clause 5 of this agreement.
4.4. The customer shall procure that a duly authorised representative of the customer shall be present at the delivery of the equipment. Acceptance of delivery by such representative shall constitute conclusive evidence that the customer has examined the equipment and found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by the supplier, the customer’s duly authorised representative shall sign a receipt confirming such acceptance.
4.5. To facilitate delivery, the customer shall provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously.
4.6. If the customer fails to accept delivery of the equipment on the delivery date, then the supplier shall contact the customer to rearrange delivery or shall terminate this agreement in accordance with clause 10.
Article 5: Title, risk and insurance
5.1. The equipment shall at all times remain the property of the supplier, and the customer shall have no right, title or interest in or to the equipment (save the right to possession and use of the equipment subject to these conditions).
- insurance of the equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the customer may from time to time nominate in writing;
- insurance for such amounts as a prudent owner or operator of the equipment would insure for, or such amount as the supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the equipment; and
- insurance against such other or further risks relating to the equipment as may be required by law, together with such other insurance as the supplier may from time to time consider reasonably necessary and advise to the customer.
5.3. The costumer shall, on the supplier’s request, name the supplier on the policies as a loss payee in relation to any claim relating to the equipment. The customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
5.4. The Customer shall give immediate written notice to the supplier in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
5.5. If the customer fails to effect or maintain any of the insurances required under this agreement, the supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the customer.
5.6. The customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the supplier and proof of premium payment to the supplier to confirm the insurance arrangements.
Article 6: Customer’s responsibilitiesÂ
6.1. The Customer shall during the term of this agreement:
- ensure that the equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;
- take such steps (including compliance with all safety and usage instructions provided by the supplier) as may be necessary to ensure, so far as is reasonably practicable, that the equipment is at all times safe and not a risk to health when it is being set, used, cleaned or maintained by a person at work;
- maintain at its own expense the equipment to a good and substantial order to keep it in as good an operating condition as it was on the commencement date (fair wear and tear only) excluding the replacement of worn, damaged and lost parts which must follow the procedure set out in clause 7;
- make no alteration to the equipment and shall not remove any existing component (or components) from the equipment;
- keep the supplier fully informed of all material matters relating to the equipment;
- at all times keep the equipment in the possession or control of the customer and keep the supplier informed of its location;
- permit the supplier or its duly authorised representative to inspect the equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the equipment may be located, and shall grant reasonable access and facilities for such inspection;
- maintain operating and maintenance records of the equipment and make copies of such records readily available to the supplier, together with such additional information as the supplier may reasonably require;
- not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
- not without the prior written consent of the supplier, attach the equipment to any land or building so as to cause the equipment to become a permanent or immovable fixture on such land or building. If the equipment does become affixed to any land or building then the equipment must be capable of being removed without material injury to such land or building and the customer shall repair and make good any damage caused by the affixation or removal of the equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
- not suffer or permit the equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the equipment is so confiscated, seized or taken, the customer shall notify the supplier and the customer shall at its sole expense use its best endeavours to procure an immediate release of the equipment and shall indemnify the supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
- not use the equipment for any unlawful purpose;
- ensure that at all times the Equipment remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the equipment;
- deliver up the equipment at the end of the temporary possession period or on earlier termination of this agreement at such address as the supplier requires, or if necessary allow the supplier or its representatives access to the site or any premises where the equipment is located for the purpose of removing the equipment; and
- not do or permit to be done anything which could invalidate the insurances referred to in clause 5.
Article 7: Warranty
7.1. As soon as the customer is aware of a, performance or maintenance issue with the equipment the customer shall immediately cease using the equipment and inform the supplier as soon as possible (and in any event no later than 2 business days) after becoming aware of a defect.
7.2. The supplier shall, at its discretion, arrange an inspection of the equipment, and may request an examination and opinion of the equipment’s manufacturer. The supplier shall organise and carry out (where appropriate) the repair or replacement of worn, damaged and lost parts of the equipment. The customer shall provide reasonable assistance and access as required by the supplier in order for such maintenance to be performed.
7.3. The supplier shall use all reasonable endeavours to remedy, free of charge to the customer, any material defect in the equipment or shall provide a suitable replacement to the customer within a reasonable timeframe
7.4. The supplier shall make a full examination of the alleged defect and may request the examination and opinion of the equipment’s manufacturer.
7.5. The supplier shall not be required to remedy a defect if is a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the supplier’s authorised personnel and shall have the right to terminate this agreement in accordance with clause 10.
Article 8: Limitation of liability
8.1. The restrictions on liability in this clause apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2. Nothing in this agreement limits any liability which cannot legally be limited including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 7 of the supply of goods and services act;
- any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
8.3. Subject to clause 8.2, the Supplier shall not be liable under this agreement for any:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of use;
- loss of or damage to goodwill; and
- indirect or consequential loss.
8.4. Subject to Clause 8.2, the Supplier’s total liability to the Customer shall not exceed the Qualifying Order value.
8.5. Subject to Clause 8.2, all implied terms and conditions as to the quality or performance of the equipment and any other goods or services provided under this agreement are, to the fullest extent permitted by law, excluded from this agreement.
Article 9: Total loss
9.1. In the event of a total loss of the equipment, the supplier shall invoice the customer for the equipment value and this agreement shall automatically terminate in accordance with clause 11.
9.2. The customer will pay the supplier’s invoice within 15 business days of the invoice date in clear and full funds to the account nominated by the supplier.
9.3. All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.4. If the customer fails to make a payment due to the supplier under this agreement by the due date, then, without limiting the Supplier’s remedies under clause 10 and 11, the customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
9.5. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Article 10: Termination
10.1. Without affecting any other right or remedy available to it, either party may terminate this agreement without reason by providing the other with 14 days written notice. Â
10.2. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
- the customer fails to submit a qualifying order for a period of two calendar months;
- the customer commits a material breach of any other term of this agreement;
- the customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986);
- the customer commences negotiations or actions relating to the rescheduling of its debts, the entry into a compromise or arrangement with its creditors, applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
- he winding up of the customer, the appointment or application to appoint an administrator;
- the appointment of an administrative receiver;
- a threat to suspend or cease, or the suspension or cease to carry on a substantial part of its business; or
- its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
10.3. This agreement shall automatically terminate if a total loss occurs in accordance with clause 9.
Article 11: Consequences of termination
11.1. On termination of this agreement, however caused:
- the supplier’s consent to the customer’s possession of the equipment shall terminate;
- the supplier shall retake possession of the equipment and may enter the site or any premises at which the equipment is located to do so; and
- the customer shall pay to the supplier all sums due but unpaid, together with any interest accrued in full and clear funds to the account nominated by the supplier.
11.2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
11.3. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
Article 12: Force majeure
12.1. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
Article 13: Confidential information
13.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
13.2. Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement; or
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Schedule 1
Contact
www.firstbasegroundscrews.co.uk is a website of FIRST BASE Ground Screws.
FIRST BASE Ground Screws can be reached using the following details:
Dutch Chamber of Commerce number: 78743168
Phone number: +31 413 700 133
Email address: info@firstbasegroundscrews.com