ANTHONY & STEPHEN CHAPLOW LANDSCAPING AND GROUNDWORKS LIMITED – TERMS AND CONDITIONS OF BUSINESS 

This document sets out the terms and conditions upon which Anthony & Stephen Chaplow Landscaping and Groundworks Limited (Company Number 6395003) whose registered office is at Ashwell, Hutton Roof, Carnforth LA62PG (“ASCL”) provides goods and/or services to customers. 

1. INTERPRETATION

1.1 Unless the context requires otherwise, in these terms and conditions (hereafter the “Conditions”), the following words and phrases have the following meanings:-

Estimate: Any written estimate or quotation supplied to you setting out the proposed Goods and/or Services together with ASCL’s estimated charges..

Goods: The goods to be supplied to you by ASCL as described in an Estimate together with any other goods which ASCL supplies to you during the Project.

Inspection: A visual inspection by ASCL of the Site.

Project: The project comprising the Goods and/or Services.

Services: The services to be supplied by ASCL as described in an Estimate together with any other services which ASCL supplies to you during the Project.

Site: The physical area in which the works comprising the Project will be undertaken together with all areas that it will be reasonably necessary for ASCL to access or otherwise use.

VAT: Value added tax chargeable under English law for the time being and any similar additional tax.

You: You in your capacity as a person (and references to “your”, “you’re” and “yours” shall be interpreted accordingly).

1.2 In the Conditions, the following rules apply:-

(a) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(b) any phrase preceded by the terms including, include or any similar expression shall not limit the sense of the words which follow those terms; and

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

(d) Clause headings are provided for convenience only and shall not affect the interpretation of the Conditions.

2. COMMENCEMENT AND DURATION

ASCL shall supply the Goods and/or the Services to you in accordance with the Conditions until termination in accordance with clause 10.

3. THE PROJECT

3.1 The Project shall be agreed as follows:-

(a) ASCL will discuss your requirements with you and, if necessary, undertake an Inspection.

(b) Following any discussion(s) and/or Inspection, ASCL will provide you with an Estimate.

(c) Should you wish to change your requirements from the Services and/or Goods as described in an Estimate, you must notify ASCL who will discuss such changes with you and/or, if necessary, arrange an Inspection, with a view to providing you with a further Estimate.

(d) Your acceptance of an Estimate must: (a) be communicated to ASCL in writing; and (b) state the Estimate reference number.

(e) Upon acceptance of an Estimate, a contract shall come into existence between you and ASCL comprising the Conditions and the Estimate.

3.2 Once an Estimate has been accepted by you, no amendment shall be made to it unless in accordance with clause 6.

4. ASCL'S OBLIGATIONS

4.1 ASCL shall use reasonable endeavours to:-

(a) supply the Goods and/or Services;

(b) ensure that any dates agreed for completion of the Project are met (any such dates shall however be estimates only and time for performance by ASCL shall not be of the essence).

5. YOUR OBLIGATIONS

5.1 You agree to:-

(a) co-operate with ASCL in all matters relating to the Goods and/or Services;

(b) provide ASCL with full and uninhibited access to the Site and other facilities as required by ASCL from time to time during the Project;

(c) ensure that any third persons or works being undertaken by such persons do not inhibit or prevent ASCL from performing its obligations under these Conditions.

(d) inform ASCL of any health and safety rules and regulations and any other reasonable security requirements that apply at the Site;

(e) ensure that the Site is safe and secure;

(f) obtain and maintain all necessary licences, consents and permissions (including planning permissions and Building Regulations requirements) and, before the date upon which the Project is to commence, comply with all relevant legislation applying to the Project and/or the Site; and

(g) in so far as you are permitted, allow ASCL to place a sign on the Site, visible from the exterior of the Site, displaying information relating to ASCL for the duration of the Project.

6. CHANGE OF GOODS AND/OR SERVICES

6.1 Subject to clause 6.2, following acceptance of an Estimate, any changes to the Project must be agreed in writing.

6.2 ASCL may from time to time:

(a) change the Goods and/or Services being supplied in order to comply with any applicable health and safety or statutory requirements without notice; and

(b) subject to your prior written consent, which shall not be unreasonably withheld or delayed, change the Goods and/or Services being supplied provided that such changes do not materially affect the nature or quality of the Project.

6.3 ASCL may charge for: (a) the time it spends assessing a request for change from you in accordance with this clause 6; and (b) any changes to the Project made in accordance with this clause 6.

6.4 ASCL reserves the right at all times to instruct third parties to provide any or all of the Goods and/or Services on its and/or your behalf.

7. CHARGES AND PAYMENT

7.1 In consideration of the Goods and/or Services, and subject to clause 7.2, you will be charged in accordance with the Estimate and clause 6.

7.2 Upon acceptance of an Estimate you will be required to pay a non-refundable deposit (the “Deposit”) equal to either 10% of the total costs of the Goods and/or Services or any other sum as requested by ASCL in writing. ASCL will not be required to commence work on the Project until in receipt of the Deposit in cleared funds.

7.3 You understand and accept that Estimates are not fixed price quotations and are subject to change in the event that the Project becomes more demanding or protracted than originally envisaged.

7.4 You must pay each invoice submitted by ASCL within 14 days of the date of the invoice in full and in cleared funds. Time for the payment of ASCL’s charges shall be of the essence. If you fail to make any payment on or before the date that such payment is due (the “Due Date”) then ASCL shall have the right to charge interest on the overdue amount at the rate of 8% (per cent) per annum above the base rate of Barclays Bank plc from time to time in force accruing daily from the Due Date until the date of payment of the overdue amount, whether before or after judgment, and compounding quarterly.

7.5 You shall pay all amounts due to ASCL in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against ASCL in order to justify withholding payment of any such amount in whole or in part.

8. LIMITATION OF LIABILITY

8.1 This clause 8 sets out the entire financial liability of ASCL to you howsoever arising out of or in connection with the Services and/or the Project.

8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

8.3 Nothing in this agreement limits or excludes the liability of ASCL for death or personal injury resulting from negligence or any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by ASCL.

8.4 Subject to clause 8.2 and clause 8.3:-

(a) ASCL shall not under any circumstances whatever be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b) ASCL’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the supply or contemplated supply of the Goods and/or Services shall in all circumstances be limited to the total amount of ASCL’s invoices relating to the Project that have been paid by you from time to time.

8.5 If ASCL’s performance of its obligations under this agreement is prevented or delayed by any act or omission by you then ASCL shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

8.6 You acknowledge, understand and agree that ASCL takes no responsibility beyond supplying the Goods and/or Services.

9. DATA PROTECTION

You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and that personal data will be processed by and on behalf of ASCL.

10. TERMINATION

10.1 Without limiting its other rights or remedies, ASCL may terminate this agreement with immediate effect by giving written notice to you in the event that:-

(a) you fail to pay any amount due to ASCL on or before the Due Date or you commit a material breach of your obligations under the Conditions and (if such breach is remediable) fail to remedy that breach within 14 days after receipt of notice in writing of the breach;

(b) you suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or you admit inability to pay your debts or are deemed either unable to pay your debts or as having no reasonable prospect of so doing (within the meaning of the Insolvency Act 1986);

(c) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a Estimate for or enter into any compromise or arrangement with your creditors;

(d) you are the subject of a petition filed, a notice given, resolution passed, or an order made, for or in connection with your winding up or bankruptcy;

(e) one or more of your creditors or encumbrancers attaches or takes possession of, or levies or enforces or sues upon a distress, execution, sequestration or other such process against the whole or any part of your assets;

(f) being a company, 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 or a floating charge holder has become entitled to appoint or has appointed an administrative receiver over you;

(g) any person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or

(h) any event occurs, or proceeding are taken, with respect you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(b) to clause 10.1(g).

10.2 Without limiting its other rights or remedies, ASCL shall have the right to suspend the Services or performance of any of its obligations in the event that you:-

(a) fail to make pay any amount due under on or before the Due Date; or

(b) become subject to any of the events listed in clause 10.1(b) to clause 10.2(h) or ASCL reasonably believes that you are about to become subject to any of them.

10.3 On termination of this agreement for any reason:

(a) you shall immediately pay to ASCL all outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, ASCL may submit an invoice, which shall be payable immediately on receipt; and

(b) the accrued rights, remedies, obligations and liabilities of you and ASCL as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11. FORCE MAJEURE

Neither party shall be liable to the other for any failure or delay in performing its obligations or for any loss or damage directly or indirectly caused by an event beyond the reasonable control of that party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party 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, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

12. MISCELLANEOUS

12.1 Title

Title to Goods shall not pass to you until ASCL has received payment in full (in cash or cleared funds) for all Goods and Services. If you fail to make any payment to ASCL by the Due Date or this agreement is terminated in accordance with clause 10 then you agree that ASCL shall be entitled to enter the Site and/or your other premises to remove all Goods.

12.2 Waiver

A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

12.3 Severance

If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.

12.4 Entire agreement

The Conditions (which includes any documents referred to in it) constitute the entire agreement between the Parties relating to the subject matter of this agreement. Each party acknowledges that it has not relied upon, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Conditions (or any documents referred to therein). Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Rights of third parties

Any person who is not a party to this agreement shall not have any rights under or in connection with it.

12.6 Governing law and jurisdiction

This agreement shall be governed by the law of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.