Terms of Use

Standard Terms and Conditions for the Supply of Goods &/or Services

Standard Terms and Conditions for the Supply of Goods &/or Services–May 2018 1

1. INTERPRETATION

1.1 In these Conditions the following definitions shall apply:

Business Day day (other than Saturday, Sunday or a public holiday) when banks generally are open for business in London;

Buyer the person(s) or firm who purchases Goods and/or Services from the Supplier;

Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause

2.3;

Confidential

Information

any commercial, financial or technical information, information relating to products, plans, knowhow or

trade secrets which is obviously confidential or has been identified as such, or which is developed by a party

in performing its obligations under, or otherwise pursuant to, this Contract;

Contract the agreement between the Supplier and the Buyer for the supply of Goods and/or Services in accordance

with these Conditions;

Deliverables the deliverables set out in the Order Confirmation produced by the Supplier for the Buyer;

Delivery

Location

has the meaning set out in clause 7.2;

Force Majeure

Event

an event or sequence of events beyond the reasonable control of the Supplier which by its nature could not

be foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial

disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or

transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or

governmental order, rule or direction, accident, breakdown of plant or machinery, fire, flood, storm or

default of suppliers or subcontracts. For the avoidance of doubt, the Buyer's failure to pay is not a Force

Majeure Event;

Goods the goods described in the Goods Specification;

Goods

Specification

any description or specification for the Goods, including any relevant plans or drawings, referred to in the

Order Confirmation;

Intellectual

Property Rights

all copyright, patents, knowhow, trade secrets, trademarks, trade names, design rights, rights in get-up,

rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights,

mask works, utility models, domain names and any other intellectual property rights of a similar nature

(whether or not registered) subsisting anywhere in the world in or associated with the Goods and/or Services;

Interest Rate such rate as is determined from time to time in accordance with the Late Payment of Commercial Debts

(Interest) Act 1998;

Order a purchase order in writing for Goods and/or Services submitted by the Buyer;

Order

Confirmation

an order confirmation in writing confirming the Buyer agrees to fulfil the Order and identifying the relevant

Order by its Order Reference;

Order Reference the reference applied to an Order in the Order Confirmation by the Supplier;

Price the price for the Goods and/or Services specified in the Order Confirmation;

Supplier Eco Green Roofs

Services the services, including Deliverables, to be supplied by the Supplier to the Buyer as set out in the Services

Specification;

Services

Specification

the description or specification for the Services referred to in the Order Confirmation;

Specification the Goods Specification and/or the Services Specification as the context requires;

VAT value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the

sale of the goods and/or supply of services; and

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1.2 Unless the context otherwise requires:

(a) each gender includes the others and the singular includes the plural and vice versa;

(b) references to the Contract include the Conditions, the Order, Order Confirmation and their schedules

(if any);

(c) references to persons include individuals, unincorporated bodies, government entities, companies

and corporations;

(d) clause headings do not affect their interpretation;

(e) general words are not limited by example;

(f) references to a statute or statutory provision will be construed as a reference to it as amended, reenacted or extended at the relevant time;

( g ) any phrase introduced by the terms including, include, in particular or any similar expression shall be

construed as illustrative and shall not limit the sense of the words preceding those terms; and

(h) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2 . 1 The Order constitutes an offer by the Buyer to purchase Goods and/or Services from the Supplier in

accordance with these Conditions.

2.2 These Conditions apply and form part of the Contract between the Supplier and the Buyer to the

exclusion of any other terms that the Buyer seeks to impose or incorporate in any Order, Specification

or other similar document, or which are implied by trade, custom, practice or course of dealing. They

supersede any previously issued terms and conditions of supply and any other verbal or written

communications between the parties.

2.3 No variation to these Conditions or to an Order Confirmation or to a quotation from the Supplier will

be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of

the Supplier.

2.4 The Buyer will be responsible for ensuring that the terms of the Order and any Specification are

complete and accurate and provide all information required by the Supplier.

2.5 The Order shall only be deemed to be accepted when the Supplier issues the Order Confirmation

pursuant to clauses 3.2 and 3.5 on which date the Contract shall come into existence.

2 . 6 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it

has not relied on any statement, promise or representation made or given by or on behalf of the

Supplier which is not set out in the Contract.

2 . 7 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions

of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or

brochures are issued or published for the sole purpose of giving an approximate idea of the Goods

and/or Services described in them. They shall not form part of the Contract or have any contractual

force.

2.8 Any quotation by the Supplier for the provision of Goods will be deemed to be:

(a) an invitation to treat (and shall not be an offer) by the Supplier to supply Goods on and subject to the

Conditions; and

(b) will be valid for 28 days only from the date of issue.

2.9 These Conditions shall apply to all future arrangements between the parties for the Supplier to supply

Goods and/or Services to the Buyer unless the parties agree otherwise in writing.

3. ORDER PROCESS

3.1 When the Buyer wishes to place an Order, it shall send a purchase order form to the Supplier or

submit orally an order, provided that an order made orally must be confirmed by a purchase order

form (bearing the additional words "confirmation of oral order") received by the Supplier within three

days from the date the Buyer gave the oral order.

3.2 An Order or oral order shall be treated as an offer by the Buyer to contract with the Supplier but shall

not be binding on the Buyer until accepted by the Supplier in accordance with clause 3.5. The Supplier

may, at its sole discretion, accept amendments to an Order after acceptance. Orders which are

accepted by the Supplier shall be binding on the Buyer and may only be cancelled or varied in

accordance with these Conditions.

3.3 All Orders for Goods placed by the Buyer are subject to the availability of the Goods.

3.4 The Supplier shall apply an Order Reference to each accepted Order and inform the Buyer of the Order

Reference as soon as reasonably practicable. Each party shall use the Order Reference to identify each

Order from the time at which the Order Reference is known to it.

3.5 The Supplier shall, at its sole discretion, accept the Order by sending an Order Confirmation to the Buyer

and such Order Confirmation shall be treated as acceptance of the Order.

3.6 The Supplier shall arrange delivery of the Goods in accordance with the Buyer's instructions on the

Order (where practicable) and the provisions of these Conditions shall apply, provided that the Buyer

shall be liable to pay for all reasonable expenses incurred by the Supplier in complying with such

instructions. Such expenses shall be included on the invoice for the relevant Goods.

4. PRICE AND PAYMENT

4.1 The Price will be as set out in the Order Confirmation. No prices, descriptions or other particulars

contained in any of the buyers marketing or promotional literature shall be binding on the Supplier.

4.2 All prices for Goods are based on the cost to the Supplier in supplying the Goods to the Buyer (i.e. the

manufacturer's list price). If, following acceptance of the Order by the Supplier, and prior to the delivery

of the Goods to the Delivery Location, the cost of such Goods to the Supplier shall increase, the Supplier

shall be entitled to give written notice to the Buyer of the increased price of such Goods, and the Buyer

shall have the right to cancel its Order for such Goods by giving written notice to the Supplier within 5

Business Days. If the Buyer does not cancel its Order within such period, the Order shall continue to be

binding on the Buyer varied as to the price of the applicable Goods in accordance with the revised price

so notified to the Buyer (unless an alternative price is agreed by the Supplier).

4.3 The Supplier will submit an invoice or other application for payment, in relation to the supply of Goods

on or at any time after the date of the delivery of the goods in accordance with Clause 3.6 and, in

relation to Services, on or at any time after the last Business Day of each month following the date of

the Order Confirmation. Each invoice or other application shall specify the sum that the Supplier

considers to be or have been due at the payment due date and the basis on which that sum has been

calculated. The due date for payment shall be the date of receipt of the relevant invoice or other

application for payment.

4.4 The Buyer shall pay each invoice submitted by the Supplier within 30 days of the due date for payment

or other period stated in the Order Confirmation (the final date for payment). Time for payment shall

be of the essence.

4.5 The Supplier may set and vary credit limits from time to time and/or require alternative payment terms

at the Supplier's sole discretion. Without limiting its other rights or remedies, in the event that the

Buyer:

(a) shall at any time exceed any credit terms notified by the Supplier to the Buyer;

(b) fails to make payment of any sum due under this Contract by the final date for payment;

(c) becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(i), or the Supplier reasonably

believes that the Buyer is about to become subject to any of them,

the Seller may, on not less than seven days’ notice of intention to do so to the Buyer, suspend deliveries

of all or any Goods and/or the supply of Services.

4.6 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of VAT

chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract

by the Supplier to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Supplier, pay to

the Supplier such VAT as is chargeable on the supply of the Goods at the same time as payment is due

for the supply of the Goods.

4.7 Without limiting any other right or remedy of the Supplier, if the Buyer fails to make any payment due

to the Supplier under the Contract by the final date for payment, the Supplier shall have the right to

charge interest on the overdue amount at the Interest Rate.

4.8 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding

except as permitted by law and the Buyer shall not be entitled to assert any credit, set-off or

counterclaim against the Supplier in order to justify withholding payment of any such amount in whole

or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set

off any amount owing to it by the Buyer against any amount payable by the Supplier to the Buyer.

4.9 Where it is stated in the Order Confirmation that payment of the Price for the Services only becomes

due if an order for the supply of the goods and materials specified or otherwise recommended by the

Supplier is not made within the period specified in the Order Confirmation, the Supplier may at any

time thereafter submit an invoice or other application for payment for the Services stating the sum

that the Supplier considers to have been due at the payment due date and the basis on which that sum

has been calculated. The due date for payment shall be the date of receipt by the Buyer of the relevant

invoice or other application for payment.

5. THE GOODS

5.1 The Goods are described in the Goods Specification.

5.2 The Buyer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses

(including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,

penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the

Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a

third party's Intellectual Property Rights arising out of or in connection with the Supplier's use of the

Goods or Goods Specification.

5.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory

or regulatory requirements.

5.4 The Supplier shall not be liable in respect of any loss or damage caused by or resulting from any variation

for whatever reason in the manufacturer's specification or technical data and shall not be responsible

for any loss or damage resulting from curtailment or cessation of supply following such variation. The

Supplier will use reasonable endeavours to advise the Buyer of any such impending variation upon

receiving notice thereof from the relevant manufacturer.

6. SUPPLY OF SERVICES

6.1 The Supplier shall supply the Services to the Buyer in accordance with the Services Specification in all

material respects.

6.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services

specified in the Services Specification, but any such dates shall be estimates only and time shall not

be of the essence for the performance of the Services.

6.3 The Supplier reserves the right to amend the Services Specification if necessary to comply with any

applicable law or regulatory requirement, or if the amendment will not materially affect the nature

or quality of the Services, and the Supplier shall notify the Buyer in any such event.

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6.4 The Supplier warrants to the Buyer that the Services will be provided using reasonable care and skill.

6.5 The Buyer shall:

(a) ensure that the terms of the Order and all information provided in the Services Specification are

complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with:

(i) access to the Buyer’s premises, office accommodation and other facilities as reasonably required by

the Supplier to provide the Services; and

(ii) all surveys, calculations and other information the Supplier reasonably requires in order to perform

the Services including in relation to site conditions and the integrity and capacity of all existing

structures;

(d) prepare the Buyer’s premises for the supply of the Services including by the removal of plant,

equipment and other impediments to the installation of the Goods and/or the completion of all works

necessary prior to the delivery and/or installation of the Goods;

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the

Services before the date on which the Services are to start;

(f) comply with all applicable laws, including health and safety laws;

(g) keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”)

at the Buyer’s premises in safe custody at its own risk, maintain the Supplier Materials in good

condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than

in accordance with the Supplier’s written instructions or authorisation; and

(h) comply with any additional obligations as set out in the Services Specification.

6.6 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by

any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (“Buyer

Default”):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right

to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on

the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent

the Buyer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Buyer arising

directly or indirectly from the Supplier’s failure, or delay, to perform any of its obligations as set out

in this clause 6.6; and

(c) the Buyer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred

by the Supplier arising directly or indirectly from the Buyer Default.

6.7 The Supplier is not obliged to undertake any surveys of or investigations into the condition or integrity

of any existing structures which are to be carried out by others on behalf of the Buyer and supplied

to the Supplier. The Supplier is entitled to rely on all such surveys and other investigations and to

assume that they have been carried out properly and competently. Any approval or inspection of

them or omission to approve or inspect them shall in any manner constitute no assumption of

responsibility or liability for them on behalf of the Supplier.

6.8 The Buyer shall use all reasonable endeavours to ensure that the Supplier, its employees, agents and

those representing its insurers are whenever reasonably required provided access to the site where

Goods are being installed to inspect the same.7.

7. DELIVERY AND QUALITY OF GOODS

7.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all

relevant Buyer and Supplier reference numbers, the type and quantity of the Goods (including the code

number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being

delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Buyer to return any packaging material to the Supplier, that fact is clearly

stated on the delivery note. The Buyer shall make any such packaging materials available for collection

at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the

Supplier's expense.

7.2 Delivery of the Goods shall take place at the location set out in the Order Confirmation ("Delivery

Location"). Acceptance of any change to the Delivery Location requested by the Buyer shall be at the

Supplier's sole discretion and the Buyer shall be liable for any additional expenses incurred by the

Supplier as a result of such change.

7.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

7.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the

essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force

Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or to

prepare the Delivery Location in accordance with the Supplier’s instructions as required for the delivery

of the Goods or any other instructions that are relevant to the supply of the Goods.

7.5 The Goods may be delivered by the Supplier in advance of the quoted delivery date on the Supplier

giving reasonable notice to the Buyer.

7.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred

by the Buyer in obtaining replacement goods of a similar description and quality in the cheapest market

available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the

Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide

the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the

supply of the Goods.

7.7 If the Buyer fails to accept or take delivery of the Goods within 14 Business Days of the Supplier notifying

the Buyer that the Goods are ready then, except where such failure or delay is caused by a Force

Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect

of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day

following the day on which the Supplier notified the Buyer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place and charge the Buyer for all related costs

and expenses (including insurance).

7.8 If, 14 Business Days after the Supplier notified the Buyer that the Goods were ready for delivery, the

Buyer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part

or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for

any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the

Goods.

7.9 The Buyer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10 per

cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the

Price on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.

7.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any

delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7.11 The Supplier warrants that, on delivery, the Goods shall conform in all material respects with the Goods

Specification ("the Warranty").

7.12The Buyer shall, within seven days of the arrival of each delivery of the Goods at the Delivery Location,

give written notice of rejection to the Supplier on account of any defect by reason of which the Buyer

alleges that the Goods delivered do not comply with the Warranty and which was apparent on

reasonable inspection.

7.13 If the Buyer fails to give notice as specified in clause 7.12 then, except in respect of any defect which is

not one which would be apparent on reasonable inspection, the Goods shall conclusively be presumed

to comply with the Warranty and, accordingly, the Buyer shall be deemed to have accepted delivery of

the Goods in question and the Supplier shall have no liability to the Buyer with respect to that delivery

(except in relation to liability for latent defects).

7 . 1 4 If the Buyer alleges that any of the Goods are defective, it shall, if so requested by the Supplier, return

the relevant Goods (unaltered and unrepaired) to the Supplier for inspection as soon as possible at its

own risk and expense.

7.15 If the Buyer rejects any delivery of the Goods which do not comply with the Warranty, the Supplier

shall, within fourteen days of the Supplier accepting that the Goods do not comply with the Warranty:

(a) supply repaired or replacement Goods which comply with the Warranty, in which event the Supplier

shall be deemed not to be in breach of these Conditions or have any liability to the Buyer for the rejected

Goods; or

(b) notify the Buyer that it is unable to supply replacement Goods, in which case the Buyer shall be entitled

to obtain alternative replacement Goods from any other person and the Supplier shall grant to the

Buyer a credit equal to the value of the Goods only which the Supplier agrees do not comply with the

Warranty.

7.16 The Supplier shall not be liable for the Goods' failure to comply with the Warranty if:

(a) the Buyer makes any further use of such Goods after giving a notice in accordance with clause 7.12;

(b) the defect arises because the Buyer failed to follow the Supplier's oral or written instructions as to the

storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade

practice;

(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification

supplied by the Buyer;

(d) the Buyer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working

conditions;

(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with

applicable statutory or regulatory standards.

7.17 Except as provided in this clause 7, the Supplier shall have no liability to the Buyer in respect of the

Goods' failure to comply with the Warranty.

7.18 The Supplier's reasonable decision as to whether the Goods comply in all material respects with the

Goods Specification shall be final.

7.19 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier

under clause 7.15(a).

8. TITLE AND RISK

8.1 Risk in the Goods will pass to the Buyer on completion of delivery at the Delivery Location.

8.2 Notwithstanding clause 8.1, title to the Goods will pass to the Buyer once the Supplier has received

payment in full (in cash or cleared funds) for:

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(a) the Goods; and

(b) any other goods that the Supplier has supplied to the Buyer in respect of which payment has become

due.

8.3 Until title to the Goods has passed to the Buyer, the Buyer will:

(a) hold the Goods on a fiduciary basis as the Supplier's bailee;

(b) store the Goods separately from all other goods held by the Buyer so that they remain readily

identifiable as the Supplier's property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(e) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price

on the Supplier's behalf from the date of delivery;

(f) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to

clause 10.1(k) (inclusive); and

(g) give the Supplier such information relating to the Goods as the Supplier may require from time to time,

 but the Buyer may resell or use the Goods in the ordinary course of its business

8.4 If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed

in clause 10.1(b) to clause 10.1(k), or the Supplier reasonably believes that any such event is about to

happen and notifies the Buyer accordingly, then, provided the Goods have not been resold, or

irrevocably incorporated into another product, and without limiting any other right or remedy the

Supplier may have, the Supplier may at any time require the Buyer to deliver up the Goods and, if the

Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods

are stored in order to recover them.

9. LIMITATION OF LIABILITY: THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence;

(b) breach of the terms implied by s.12 of the Sale of Goods Act 1979 (title and quiet possession) and by

s.2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(c) defective products under the Consumer Protection Act 1987; or

(d) fraud or fraudulent misrepresentation.

9.2 Subject to clause 9.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort

(including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or

consequential loss arising under or in connection with the Contract;

(b) the Supplier's total liability to the Buyer in respect of all other losses arising under or in connection with

the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise

shall in no circumstances exceed the price; and

(c) no legal action shall be commenced against the Supplier under this Contract after six years from, in the

case of Goods, the date of delivery of the Goods or, in the case of Services, the date of completion of

the Services.

9.3 The terms implied by sections13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections

3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law,

excluded from the Contract.

10. TERMINATION

10.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate

effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such breach

is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the

breach;

(b) the other party 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 (being a company) is deemed unable to pay its

debts within the meaning of s.123 of the Insolvency Act 1986 or (being an individual) is deemed either

unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the

meaning of s.268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of

the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to

rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement

with its creditors other than (where a company) for the sole purpose of a scheme for a solvent

amalgamation of that other party with one or more other companies or the solvent reconstruction of

that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection

with the winding up of the other party (being a company) other than for the sole purpose of a scheme

for a solvent amalgamation of the other party with one or more other companies or the solvent

reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,

sequestration or other such process is levied or enforced on or sued against, the whole or any part of

its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a

notice of intention to appoint an administrator is given or if an administrator is appointed over the other

party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has become entitled to

appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is

appointed over the assets of the other party;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it

is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(b) to

clause 10.1(i) (inclusive);

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or

substantially the whole of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or

physical), is incapable of managing his own affairs or becomes a patient under any mental health

legislation.

10.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:

(a) by giving the Buyer one months' written notice; or

(b) with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due

under this Contract on the final date for payment; or

(c ) with immediate effect by giving written notice in the event that there is any change of control of the

Buyer, or any change in the nature of the Buyer's business.

10.3 Written notice given under this clause 10 may not be given by e-mail.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract for any reason:

(a) the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices

together with any accrued interest;

(b) at the Supplier's sole discretion, the Buyer shall return all of the Goods which have not been fully paid

for. If the Buyer fails to do so, then the Supplier may enter the Buyer's premises and take possession of

them. Until the Goods have been returned, the Buyer shall be solely responsible for their safe keeping

and will not use them for any purpose not connected with this Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right

to claim damages in respect of any breach of the Contract which existed at or before the date of

termination or expiry; and

(d) clauses 5.2, 9 and 12 and any others which by implication have effect after termination shall continue

in full force and effect.

12. CONFIDENTIALITY

A party ("Receiving Party") shall keep in strict confidence all Confidential Information disclosed to the

Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors. The

Receiving Party shall restrict disclosure of Confidential Information to such of its employees, agents or

subcontractors that require knowledge it for the purpose of discharging the Receiving Party's

obligations under the Contract, and shall ensure that such employees, agents or subcontractors are

subject to obligations of confidentiality corresponding to those which bind the Receiving Party.

13. NOTICES

Notices under this Agreement will be in writing and sent to the persons and addresses set out in the

Order or Order Confirmation. They may be given, and will be deemed received:

(a) by first-class post: two Business Days after posting;

(b) by airmail: seven Business Days after posting;

(c) by hand: on delivery;

(d) by facsimile: on receipt of a successful transmission report from the correct number, and

(e) by e-mail: on receipt of a delivery or read receipt mail from the correct address.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than

Intellectual Property Rights in any materials provided by the Buyer) shall be owned by the Supplier.

14.2 The Supplier grants to the Buyer, or shall procure the direct grant to the Buyer of, a fully paid-up, nonexclusive, royalty-free irrevocable licence to copy and use the Deliverables (excluding materials

provided by the Buyer) only for the purpose or purposes for which they were prepared and supplied

by the Supplier. Such licence is conditional on the receipt of payment of all sums due to the Supplier

under this Contract.

14.3 The Buyer shall not sub-license, assign or otherwise transfer the rights granted by clause 14.2.

14.4 The Buyer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to

copy and modify any materials provided by the Buyer to the Supplier for the duration of the Contract

for the purpose of providing the Services to the Buyer.

Standard Terms and Conditions for the Supply of Goods &/or Services

Standard Terms and Conditions for the Supply of Goods &/or Services–May 2018 5

15. GENERAL

15.1 Force Majeure: The Supplier shall not be liable to the Buyer as a result of any delay or failure to perform

its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event

prevents the Supplier from providing any of the Goods and/or Services for more than 4 weeks, the

Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract

immediately by giving written notice to the Buyer.

15.2 Licenses and Duties: The Buyer shall be responsible for the payment of all import duties, charges and

assessments and the costs of obtaining any necessary export and import licenses in respect of Goods

exported to, or at the request of, the Buyer. The Buyer will also be responsible for complying with all

applicable law and regulations of the country to which the Goods are destined and the Buyer will fully

indemnify the Supplier in respect of any breach thereof.

15.3 Assignment and other dealings: Only the Supplier may at any time assign, transfer, mortgage, charge,

subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.4 Time: Unless stated otherwise, time is not of the essence of any date or period specified in these

Conditions.

15.5 Relationship: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or

joint venture of any kind between any of the parties, nor constitute any party the agent of another party

for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

15.6 Severability: (i) If any part of these Conditions is found by a court, tribunal or other administrative body

of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed

from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.

(ii) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal

if some part of it were deleted, the provision shall apply with the minimum modification necessary to

make it legal, valid and enforceable.

15.7 Waiver: No delay, act or omission by the Supplier in exercising any right or remedy will be deemed a

waiver of that, or any other, right or remedy, nor shall it prevent the further exercise of that,

or any other, right or remedy.

15.8 Rights of Third Parties: A person who is not a party to the Contract shall not have any rights under or

in connection with it.

15.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection

with it or its subject matter or formation (including non- contractual disputes or claims), shall be

governed by, and construed in accordance with, English law, and the parties irrevocably submit to the

exclusive jurisdiction of the courts of England and Wales.

15.10 Adjudication: Notwithstanding any other provision of this Contract either party may refer a dispute

arising under this Contract to adjudication at any time under Part I of the Scheme for Construction

Contracts (England and Wales) Regulations 1998, which Part shall take effect as if it was incorporated

into this clause. The adjudicator shall be appointed by the body stated in the Order Confirmation.

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