The following terms and conditions shall apply and be deemed to be incorporated in all contracts entered into or made by Soilfix Ltd and/or Soilfix (East) Ltd.
1.1 “The company” will be Soilfix Ltd and/or Soilfix (East) Ltd.
1.2 “The contractor” will be the contractor or supplier including any agent or sub‐contractor whose offer the company herby accepts.
1.3 “The contact” is the agreement of which those terms and conditions form a part between the company and the contractor or supplier.
1.4 “The offer” is the written or verbal offer to the company by the contractor or supplier.
1.5 “The goods” are those materials or services being provided by the contractor or supplier to the company under this contract.
1.6 “The contract price” is the amount shown in this acceptance as the price.
1.7 A “working day” is a minimum of 9 hours unless otherwise specified / instructed on site and noted upon signed timesheets. Seasonal variations may supersede the minimum of 9 hours due to safety issues associated with short daylight hours.
1.8 The hire period shall commence when the item of plant is delivered to the required Soilfix site in a serviceable condition with relevant certification proving the plant to be in a serviceable condition.
1.9 “Holiday Period” covers any cessation of works, i.e Easter, Christmas and the New Year, as well as other Bank Holidays not previously noted. Payment shall not be made during these identified times.
2.1 This is the acceptance of the offer made to the company the contractor or supplier.
2.2 The contractor or supplier hereby agrees to accept these terms and conditions and any conditions imposed by the main building contract agreed between the company and their client.
2.3 Unless the company has agreed in writing to vary these terms and conditions, any attempt by the contractor or supplier to vary or amend these terms and conditions will not be binding.
2.4 These terms and conditions supersede any other terms and conditions offered, counter offered or otherwise by the contractor or supplier.
2.5 The acceptance of Soilfix purchase order and associated terms and conditions supersede / overwrite any previous supplied terms and conditions.
The contractor will indemnify the company against the following:
3.1 Consequential loss or damage sustained by the company or for which the company may be liable as a result of the failure of the contractor or supplier to perform the work or supply the materials in accordance with the contract.
3.2 Any claims in respect of death or injury howsoever caused to any of the employees or the contractor or supplier whilst they were on or above the company’s area of works or other places of business.
3.3 Loss, damage or injury whatsoever arising caused to the company or for which the company may be liable for including any liability of the company arising pursuant to the terms and regulations of any statutory or other body.
4.1 The contractor or supplier must hold valid public liability insurance cover of at least £5,000,000 unless otherwise stated.
4.2 The contractor or supplier shall hold valid professional indemnity insurance and/or product liability insurance cover where the contractor or supplier has a design responsibility or specifies and/or selects the use of materials. This cover shall be in the amount of at least £1,000,000 for each and every claim.
4.3 Copies of all certifying documents for all relevant insurances shall be provided by the contractor or supplier to the company.
5.1 Subcontractor labour shall not be used by the contractor or supplier without the prior written approval of the company.
5.2 Signatures obtained by the contractor or supplier for goods received on site will acknowledge receipt of the goods but will not imply acceptance thereof.
5.3 The works shall not be sub‐let to a third party without the company’s prior written agreement.
5.4 The company reserves the right to reject faulty goods or goods which do not confirm with the requirements of clause 5 (iiv) below irrespective of payment. Any goods so rejected may be returned by the company at the contractors or suppliers risk and expense and the company can deduct any consequential costs incurred in so doing.
5.5 All goods and services supplied and carried out shall be of the very best quality and will meet the specifications as to quality standards or description required by any requirements and regulations of the company, its agents and advisers of the company’s client or any statutory or other body.
5.6 In the event that any of the foregoing fail to approve the goods for whatever reason the contractor or supplier agrees that it will do everything necessary to obtain the appropriate approval.
Time shall be the essence of the contract for the performance by the contractor of its obligations herein.
7 The Contract Price
7.1 The company will not accept any charges for pallets, crates, packages, boxes or containers of any description whatsoever but will endeavour to have them returned to the contactor.
7.2 The company reserves the right to deduct from any payment due or becoming due to the contractor or supplier any monies whatsoever and howsoever arising due and owing to it from the contractor or supplier.
7.3 Any variation to the contract price will not be accepted by the company unless notice of such variation is given to the company or the company’s written approval to such variation has been granted.
7.4 Any agreed variation shall be valued on a pro rata basis by reference to the agreed contract price subject to clause 7 (ii) above.
7.5 Payment terms shall be 30 days (nett) from the date of issue of a bona fide invoice less otherwise agreed.
8.1 The title to the goods shall vest in the company to whichever is the earlier of the following times:
8.2 When the goods are delivered pursuant to the contract and are unconditionally accepted by the company; or,
8.3 The payment of the price (in whole or part) by the company but where a part payment of the price has been made the title in an equivalent proportion of the goods only will vest in the company. Until such time as the goods have been unconditionally accepted by the company the risk of damage to or loss of the goods remains with the contractor.
Any breach of any term of the contract by the contractor or supplier shall (whether the company accepted the goods or any part thereof and whether the property in the goods has passed to the company or not) entitle the company to repudiate the contract should it so wish or vest any breach as a breach of warranty giving rise to a claim for damages.
The contract may be cancelled at any time by the company giving the contractor or supplier notice in writing. The contractor or supplier will be paid a fair and reasonable price by reference to the contract price for goods accepted by the company at the time of cancellation. The company shall not be liable for any loss including consequential loss incurred by the contractor or supplier.
The contractor or supplier warrants that the design construction and quality of the goods comply in all respects with any Statute, Statutory Rule Order or Regulations which may be in force at the time and further that the sale or use of the goods by the company would not infringe any patent trade mar, trade name, registered design or copyright.
The contractor or supplier undertakes to indemnify the company against loss damage liability cost or expenses which the company may suffer or incur by reason of any breaches of the said warranties.
The offer and contract including all designs, drawings, specifications and information supplied therewith shall be treated by the contractor or supplier as confidential and shall not disclose the same to any third party without the company’s written consent.
13.1 The company shall not be held liable for the non‐performance of its obligations hereunder if the company’s business if interrupted or affected by force majeure lock outs, strikes, accidents, fire, explosion, flood, shortage of labour or any other cause whatsoever.
13.2 The company may without liability cancel or vary the terms of the contract including but not limited to extending the time for performing the contract for a period of at least equal to the time lost by reason of such causes in the event of the company’s business being affected as set out above.
It is intended that these terms and conditions shall be reasonable as between the company and contractor or supplier having regard to the nature of the contract.
All goods provided and work carried out by the contractor or supplier must comply with the Health and Safety at Work Act 1974 including all subsequent revisions and that the contractors or suppliers site labour will be provided by the contractor or supplier and wear the appropriate safety clothing etc.
The contract shall in all respect be constructed and operate as a contract made in England and the construction validity and performance of the contract shall be governed in all respects by English Law.
17.1 The item requested by Soilfix shall arrive in a serviceable and operable condition that is deemed “Fit for purpose” by Soilfix. This condition shall be further enforced by the relevant certification to prove so.
17.2 Time for routine maintenance shall be afforded during the normal working day. Maintenance of a more significant nature where the item of plant shall be stood down will not be payable by Soilfix.
17.3 Soilfix shall organise or accept reasonable costs for puncture repairs incurred during the hire period. On acceptance of plant, Soilfix shall review the condition of the tyres. If it becomes apparent during this visual inspection that the tyres are in an unserviceable condition, this shall be reported to the owner for their resolution at no costs to Soilfix.
17.4 If the item of plant incurs additional breakdown, a suitable replacement shall be supplied at no additional cost to Soilfix, not to detriment of production on site.
18.1 Inclement weather – Soilfix will not accept any aborted / stand‐down costs in respect to any inclement weather claims.
18.2 When the item of plant is prevented from working for a complete working week (specified as a minimum of 39 hours) the hire rate shall be two thirds of the agreed hire rate, or such other idle time rate as previously agreed. If the item of plant works for any time during that working day, then the whole of that working day shall be charged as working time.
19.1 Soilfix shall not accept any costs associated with damage caused when under operated hire due to operator error or misjudgement.
19.2 Soilfix shall provide secure fenced storage for plant overnight and outside of working hours. If plant is requested at original point of hire to come equipped with cab / window guards, any claims for window, or other associated damage shall not be accepted.
20.1 Soilfix shall reserve the right to apply Soilfix branded logos to hired‐in plant. These additional logos shall not cause detriment to the owner’s plant or machinery. Any damage caused shall be rectified at cost to Soilfix.