TERMS & CONDITIONS
FOR SUPPLY OF GOODS AND SERVICES by The Civics Department
In all previous cases, Pines and Needles has prioritised keeping our customers happy (and therefore likely to return) as a far more important consideration than the imposing of any rights or consequences set out below.
In addition to setting out our contractual relationship, this document merely aims to protect us from being abused, or from losses due to factors outside our control.
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms set out in any applicable Specification Document(s);
1.2 “Client” means the organisation or person who purchases goods and services from the Supplier;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Specification Document” means a statement of work, quotation, invoice or other similar document or email describing the goods and services to be provided by the Supplier;
1.5 “Supplier” means Pines and Needles, and “we”, “us” and “our” refer also to Pines and Needles;
1.6 “Goods” means any material(s) supplied by the Supplier under the Contract;
1.7 “Payments” means those sums payable by the Client as set out in the Contract;
1.8 “The Contract” means the invoice from the Supplier setting out the delivery, installation and/or collection dates, payments due, and details of the goods and service to be supplied.
1.9 “Commencement date” means the earliest date of a service (delivery, installation, collection or other) as per the specification document (invoice)
2. INTRODUCTION
2.1 You must ensure that all details provided by you are complete and accurate before committing yourself to accept a quote. In the event that some details are not provided prior to job confirmation, it is the responsibility of the Client to directly inform Pines and Needles’ Specialist Department at your earliest convenience, and in any case no less than 7 days prior to the scheduled installation date.
2.2 By confirming an order, in writing or verbally, a Client will be deemed to have accepted these, the Terms and Conditions of Pines and Needles’ Specialist Installations Department. You will then receive from us an invoice number, the issuing of which can be taken as our acceptance of your confirmation. If upon receipt of an invoice number, a Client feels that a miscommunication regarding the confirmed status of their order has been made, they must inform Pines and Needles’ Specialist Installations Department directly (0203 384 9421) within 24hrs of the receipt of the invoice number.
2.3 These Terms and Conditions can be changed, altered or amended, subject to prior written notice
3. GENERAL
3.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier to the Client.
3.2 Before the commencement of the services the Supplier shall submit to the Client a Specification Document which shall specify an invoice number, the goods and services to be supplied, and the price payable. The Client shall notify the Supplier immediately if the Client does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
3.3 References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
3.4 The Supplier shall use all reasonable endeavours to arrive and complete the services within the estimated time frames, but time shall not be of the essence in the performance of any services.
4. RELATIONSHIP BETWEEN PARTIES
4.1 The Client engages the Supplier to provide the services specified in these terms and conditions and any associated schedules.
4.2 No term of this agreement or course of dealings between the parties shall operate to make the Supplier an employee or agent of the Client.
4.3 Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.
5. PRICE & PAYMENT
5.1 All charges are subject to VAT at the current rate.
5.2 Quotations are provisional in nature. Once we receive oral or written confirmation of a quote, an invoice will be generated.
5.3 An invoice will be sent out electronically prior to delivery/installation of the Client’s order unless the Client has elected to pay in full at time of order. Should you prefer the invoice to be sent directly to your accounts department please advise the correct contact name, email address and phone number for the accounts department.
5.4 The contract price is set out in the Invoice, which includes details of the charges which the Supplier will make for labour, products, materials and plant, as well as any taxes or additional costs or expenses or disbursements which the Supplier may charge to the Client.
5.5 The Supplier may vary the contract price from the amount set out in the specification document where they have provided services which are different or in addition to those set out in the specification document, either at the specific request of the Client or because he has been required to complete additional work which was not anticipated at the time the specification document was made, or because of market fluctuations or regulation affecting the price of materials or services. This may include but is not limited to changes in VAT rate.
5.6 Where the Supplier has based their price on information and pictures provided by you, the Supplier reserves the right to amend costs in the event that the information provided is untrue, inaccurate or misleading, irrespective of any intent to mislead.
5.7 A deposit of 50% is payable within 28 days of invoice creation or quote confirmation (whichever is the sooner), for all invoices created over 28 days prior to the commencement date.
5.8 The Client agrees:
a) Not to withhold any sums due to the Supplier.
b) To settle all invoices raised by the Supplier in accordance with the following schedule, unless otherwise agreed in writing:
(i) All invoices created over 28 days prior to the commencement date are due no less than 21 days prior to the commencement date;
(ii) All invoices created over 21 days prior to the commencement date are due no less than 14 days prior to the commencement date;
(iii) All invoices created over 14 days prior to the commencement date are due no less than 7 days prior to the commencement date;
(iv) All invoices created over 7 days prior to the commencement date are due no less than 2 days prior to the commencement date;
(v) All invoices created over 2 days prior to the commencement date are due within 24hrs of invoice creation;
(vi) All invoices created on the day prior to the commencement date are due within 1 hr of invoice creation;
(vii) All invoices issued, amended or re-issued after the commencement date are due within 7 days of invoice creation;
(viii) All invoices than do not have a commencement date, or for any other reason do not fulfil the criteria above, are due within 7 days of invoice creation;
c) To pay to the Supplier interest on overdue invoices not settled in accordance with Clause 5.8(b) from the date when payment becomes due from day to day until the date of payment at a rate of 5 percentage points per annum above the Bank of England base rate. If interest is so charged it will form part of the outstanding debt due to the Supplier.
d) To pay to the Supplier all legal fees and any such costs and expenses as might have been incurred in recovering payment from the Client where the Client fails to make payment in accordance with these terms and conditions.
e) To pay by BACS bank transfer for all orders totalling £1000 net or more. The Supplier reserves the right to add surcharges for card payments, cheques or payment via third parties (e.g. Paypal)
5.9 In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the goods and services are supplied.
5.10 Where a conditional discount has been applied (e.g. early bird discount for full payment prior to a given date), if the Client fails to adhere to the stated condition(s), the discount will be deemed as removed, and the total owed the Supplier thus increased. The full amount without the discount will form part of the outstanding debt due to the Supplier, irrespective of any prior agreements or Purchase Orders.
5.11 On completion the Client will be required to sign off the works, and pay any remaining balance within 7 days. In so doing the Client is acknowledging receipt of the items listed, in good condition and working order. Should the Client feel this is not the case they should indicate this on document, allowing the Supplier in the first instance the opportunity to rectify. If the Client is unavailable to sign off the works, they will have 24hrs to register any discontent directly with Pines and Needles’ Civics Department. After this time, their satisfaction will be assumed. The Supplier reserves the right to take this into account in the event of any later claims of dissatisfaction.
5.12 If any invoices are not paid in accordance with Clause 5.8(b), the Client will be deemed to be in default and therefore in breach of contract. The Supplier will then be entitled to cease work and remove any products or materials already on the site, and recover from the Client his whole loss and expenses arising out of the said default by the Client.
5.13 The Client will pay any extra works, or costs due to unknown difficulties or changes, whether directly caused by the Client or not. Final parking charges and congestion charges may be added if applicable.
5.14 If the commencement date is moved by the Client, the Supplier reserves the right to charge the Client for any storage costs, wasted time or any other cost incurred by that change.
5.15 In the event that a change in products or materials from that already delivered to the Supplier’s premises is required as a result of a subsequent change of mind by the Client, the Client will be solely responsible for payment of all additional costs.
6. TITLE OF GOODS
6.1 For all goods acquired as a one-off purchase or outright sale, which is all goods unless otherwise stated in the specification document, legal title to the goods does not pass to the Client until all sums due to the Supplier by the Client have been received in full and cleared at the Supplier’s bank. The Supplier shall have the right, without incurring liability, to enter the Client’s premises and take possession of any goods supplied for which payment has not been received. The Client will allow the Supplier free access to the goods. This right does not prejudice any other legal rights or remedies available to the Supplier.
6.2 For all goods acquired on a Rental basis or as a short term hire agreement, legal title remains with the Supplier at all times. This does not negate the Client’s responsibility to provide adequate insurance cover for the goods whilst they are on their premises. At the end of the hire period, items hired must be available for collection in good condition. We reserve the right to charge for any missing or damaged goods.
7. QUOTATIONS & INVOICES
7.1 All quotations are valid for 28 days only, and may be subject to alteration after that date.
7.2 All quotations are best estimates of price at the time of submission. They are therefore provisional only.
7.3 The Supplier reserves the right to process orders prior to written acceptance of our quotation and terms and conditions being received.
7.4 Where a site survey is required, the Supplier reserves the right to adjust charges accordingly following site survey, even if this survey is conducted as part of the installation process.
7.5 Acceptance of a quotation signifies acceptance of these terms and conditions and of the quotation, and represents a binding contract between the parties. It should be noted that any subsequent cancellation by the Client will involve the Client being liable to a cancellation fee, as per Clause 14.1
7.6 Once a quotation has been confirmed either orally or in writing, an invoice will be generated. This invoice supersedes the quotation as a specification document.
7.7 Invoices are made from confirmed quotes plus any agreed amendments, and state the products, services, proposed date and time of arrival and prices, including VAT
7.8 In the event of any mathematical incongruity in quote or invoice creation whereby an incorrect total is displayed, the due sum will be the sum of the product of all stated unit prices and their quantities, plus VAT at standard rate. Where any such errors are apparent, the Supplier waives the right to charge interest on unpaid amounts where the unpaid amount is less that the discrepancy on the invoice.
7.9 Only the work described in the invoice is included; the supply of any other materials or labour costs to carry out such works other than stated within the invoice is excluded. Any alteration, modification or extras beyond the work specified in the invoice may be liable for an additional cost. Where possible this sum will be agreed by both parties prior to being undertaken. Where not possible, please refer to Clause 5.13
7.10 The Client will be deemed to have accepted both terms and conditions and the most recently rendered iteration of the invoice created from the quote being confirmed, subject to the Client been in receipt of said invoice for 24hrs without expressing a state of disagreement to the contract.
8. DELIVERY
8.1 All dates and times shown on Quotations are provisional, and are allocated on a first come first served basis. They show only an availability current at the time of quoting.
8.2 Upon confirmation of a quote, the invoice generated will include a date for each service and a preferential time. This time states the window for our preferential arrival, and not the duration of our time at your location, unless otherwise stated on the invoice.
8.3 All time frames and dates of delivery are provided for guidance only and the Supplier makes no guarantee that the services will be performed on or within the specified period. For the purposes of this agreement, time shall not be of the essence and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly as a result of non-attendance or late attendance of the Supplier’s personnel or for the late or non-delivery of goods, for any reason.
8.4 All risk in the goods shall pass to the Client upon delivery.
9. CLIENT’S OBLIGATIONS
9.1 To enable the Supplier to perform its obligations under this Agreement the Client shall co-operate with the Supplier as may be necessary to facilitate this agreement, including but not limited to undertaking the following:
a) Provide the Supplier with all information reasonably required, including but not limited to:
(i) Any access restrictions, tight corners, steps, slopes, doorways or arches;
(ii) Any structural information, including any relevant maximum loadings, both for the tree, stand and ballast in position, and for the vehicles, plant machinery and man power involved in its erection;
(iii) Any site-specific requirements, including lane closures, parking permits, time limits, etc;
(iv) Location, plug type, power type of electricity supply, including any required trip-hazard mitigating measures;
(v) Any key measurements of the space or access route;
(vi) Any other details affecting the suitability of the chosen site, including but not limited to: the type of ground, its drainage, how level it is how flat it is, how firm it is
b) Permit and facilitate access to the property or location in which the services are to be supplied (“the Site”) for the duration of the period of execution, and assuring that such access is appropriate and adequate, such that:
(i) In the event of an Operative(s) being unable to gain access, there will be a call out charge equating between 50% and 100% of the service charge of the service attempted, and the full cost of any products that the Supplier is unable to re-sell for its full value. The Supplier also reserves the right to amend quotes or invoices or cancel an order as a result.
(ii) It is the responsibility of the Client to make adequate parking arrangements. This includes the needs for parking permits. Any parking fees or fines incurred during the performance of the service are the responsibility of the Client.
(iii) The Supplier and any sub-contracted persons or companies provided by the Supplier shall be free from any liabilities (including structural or accidental) when using vehicles and/or machinery, except for accidents caused by gross negligence on the part of the driver or operator. The Client is responsible for all plant on site once the Supplier’s staff and subcontractors have left site after a working day. A letter of indemnification need be obtainable upon request for any plant or heavy vehicle required to leave the public highways, be this for the Supplier’s vehicles or a third party’s (e.g. 26Ton hiab lorry), and any damage or aesthetic damage caused by such vehicles or their contents to paving, curbs, greenery, grass, or anything else will be the responsibility of the Client (excluding the case of gross negligence by the vehicle operator or driver). This is the case whether or not access routes have changed in the interim between job confirmation and any service being enacted.
c) Be responsible for checking the need for, and the obtaining of, any permissions, licences or consents which are necessary in order for the services to be provided. The Client warrants that he has applied for and obtained all such necessary permissions, licences or consents prior to contracting the Supplier. This includes but is not limited to; planning permission, temporary structures license, the right to access and so use all properties involved, any required lane closures, any letters of Indemnification for the hiab or plant drivers or operators to drive on anything but public roads, the right or permission to use the electrical feed(s) used and to access them, and any others;
d) Provide access to water and electricity services at no additional cost, and where necessary an appropriately qualified electrician to access non-standard supplies (e.g. feeds from lamp-posts);
e) Providing for the Supplier such facilities as may be necessary in order to allow him to complete the services, in a safe and timely manner. The Supplier reserves the right to cancel appointments where the wellbeing or health of our teams comes under threat, and not be held liable for any fees or charges the Client may accrue as a result.
f) Following the Supplier’s reasonable instructions relating to safety and the state of installations recently completed by the Supplier, or is in the process of being completed or to the state of the Site in general, including directions and restrictions on appropriate usage, care and maintenance;
g) Unless the Quotation specifies otherwise, the Client will be responsible for any cleaning and redecorating which is necessary to the Site after the Supplier has completed the agreed services;
h) Be present at the end of the provided service, as the completion must be signed off as being satisfactory. If you are not present, the service will be deemed as being accepted by you.
i) In extreme changes of weather conditions, certain plants and materials can be affected, suffering damage if not protected. The Client should take the necessary precautions to prevent damage as this is out of the Supplier’s control.
j) Comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
9.2 The Client shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Client’s failure to comply with Clause 9.1, and the Clientshall bear the expense of any works required to rectifying a failing of the Client in respect to compliance with Clause 9.1
9.3 The Clientshall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
9.4 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Client unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Client shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Client agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 9.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
9.5 In the event that the Client or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Client as soon as possible and have no liability in respect of any delay to the completion of any project, and retain the right to claim for additional costs.
9.6 It is the Client’s responsibility to keep trees watered, where so doing is possible with the provided stand. Replacing any trees or greenery after their having dried out as a result of a lack of watering or a continual exposure to high temperatures and low humidity will incur extra charges.
9.7 Risk Assessment & Method Statements are available for all confirmed orders upon request. It is the Client’s responsibility to access the required documents in good time before the scheduled installation.
9.8 Should the Client require the names of each of the installation team, collection team and the vehicle registration for security access, please advise this in writing. The Supplier will do its best to predict this with accuracy, but reserves the right to send personnel and/or vehicles differing from the provided details in certain circumstances. In such cases, the Supplier will attempt to inform the Client of any changes made, if there is time to do so.
9.9 It is the Client’s responsibility to provide a suitable location for the tree. The Supplier reserves the right to make additional charges where such are wholly or partially caused by unsuitability of the specified site, and cannot be held liable for losses or damages wholly or partially so caused. This is the case irrespective of adherence to Clause 9.1(a)ii and Clause 9.1(a)vi.
9.10 Special parking requirements or loading/unloading areas should be advised in writing at the time of order.
9.11 Where we are unable to carry out installation or collection through error or fault on the Client’s part, we reserve the right to charge for any reasonable costs incurred. The Supplier reserves the right to apply a waiting charge of £25 per manhour for every hour the Supplier’s staff are delayed on site due to fault of the Client.
9.12 Please advise at the time of order if there are any special requirements to consider with the installation of the Christmas Trees. Special requirements might include, for example, marble flooring, balconies, difficult access to the site, bookable loading bay access times or deadline-dependent scheduled events.
9.13 If an electrical power source is required:
a) It is the Client’s responsibility to provide sufficient power points within 1 metre of where any lit Christmas tree is to be positioned. If an extension lead is required, it is the Client’s responsibility to provide the extension cable and place the extension cable into position in accordance to their Health & Safety specifications. Any trip-hazard prevention measures are therefore the Client’s responsibility to position and maintain, even in cases where such measures are provided and provisionally laid down by the Supplier.
b) A safe and functioning power supply must be provided upon arrival. This is essential for testing the lights and their connections as they go on, and for helping get the lights aesthetically placed. Failure to provide power upon arrival or causing the Supplier’s personnel to wait for its installation may cause extra charges to be added, and these charges may cover any subsequent visits where changes to the lights are required.
c) It is the Client’s responsibility to inform the Supplier of the type of power being provided, such that the Supplier can arrive with the correct plugs already fitted. The Supplier usually carries spare plugs, driboxes and connectors to make plugging in to either 13A or 16A sockets possible. However, in the case where this is not possible, any costs incurred shall be bourn by the Client. These include but are not limited to: purchasing new related products, any subsequent visits, hiring third party electricians, replacing lights where power provision has been the route cause of their failure. Harm caused to the public or to the Supplier’s personnel by the wrong power type shall be the responsibility of the Client.
d) It is not standard procedure for the Supplier’s installation team to include a qualified electrician. Training has be provided to qualify every team to the standard required for a simple plugging in of lights to sockets provided by the Client, and the use of driboxes for any non-16A connection. The Supplier is not equipped to take power feeds from lamp-posts, distro boxes or other specialised sources.
e) it is strongly recommended you use an RCD (Residual Current Device). The Suppliers may use mains-power lights, and therefore use of an RCD will reduce the risk to would-be vandals and to the public if wires are exposed by such vandalism or extreme weather condition or for any other reason.
f) In the case of external installations, it is the Clients responsibility to ensure all Power Box Housing is weather proof, should the lights fail as a result of moisture or water damage to the plug we reserve the right to charge for all reasonable costs incurred.
g) It is the Client’s responsibility to protect the tree from vandalism. The Supplier reserves the right to charge for any reasonable costs incurred by vandalism, misuse or extreme weather.
h) If the Client is providing their own lights, lit stars or other electrical products, it is their responsibility to ensure that they are fit for purpose and hold a current PAT test certificate, whether the Supplier is to install said lights or not. Any subsequent work requiring to be carried out on lights supplied by the Client may incur extra charges, whatsoever the cause.
9.14 If a tree-pit or tree-socket is to be used to secure the tree in place:
a) It is the Client’s responsibility to make sure the pit is fit for purpose. As well as the pit’s state of repair, this must include an assessment not just of the hole, but also of the mass of concrete or other material that the hole is set within.
b) The Supplier cannot assess the suitability of a tree-pit to a given tree, as this is dependent on not only the hole, but that which surrounds the hole and is often hidden underground. A structural engineer or a report made at the time of the pit’s creation should be used to asses this rather than relying on what has been done before, as weather conditions and tree weights vary from year to year and from tree to tree. This check is at the Client’s discretion, and the Supplier will use a pit on good faith that such has previously been undertaken.
c) Any advice on pit sizes given out by the Supplier is based on experience and not on site-specific structural calculations, so should only be used for rough heuristics before a proper structural engineer is used.
d) If the Supplier arrives on site to find a pit not as described, the Supplier reserves the right to cancel the installation and make appropriate charges for time, products and lost work resulting from the cancellation.
e) In the event that the Supplier is asked to shave a tree trunk to fit within a tree-pit, any subsequent structural failure of the tree as a result of or in part because of this reduced trunk diameter, this fault will be deemed as resulting from the use of an unsuitable pit
f) The Supplier will use pits lined with malleable materials (e.g. rubber), but strongly advises that such materials be replaced, and reserves the right to charge for any subsequent visits.
g) The Supplier will use pits not equipped with eyelets for steel cable guys to further secure the tree against the elements, but strongly advises that such be installed to enable the use thereof. These can be sunken below the ground to avoid causing a trip-hazard, and should be located approximately 1.5m out from the tree pit at the four compass-points, to enable a pyramid of cables, hidden within the canopy of the tree, to resist the action of extreme weather on the trunk and securing chocks. The Supplier reserves the right to charge for any subsequent visits to installations within tree-pits that do not make provision for the installation of guy cables.
h) In special cases the Supplier can use marquee stakes or other ground anchors if asked in good time to provide such, and if accurately directed where such should be used. It is the Client’s responsibility to ascertain the exact location of any water-works or underground electrical cables in the area. The lack of any such information or direction shall be taken as indicating their absence. The Supplier accepts no responsibility for any damage or personal injury caused by the use of marquee stakes or other ground-anchor used.
i) the suitability of the pit shall be deemed to include its drainage and the safe provision of suitable power within or without. The Supplier shall use cabling designed to resist water ingress but not sustained submersion.
j) any key or combination required to access the pit should be passed on to the Supplier in good time so as not to delay the installation, and upon completion the Supplier does not accept liability for the way a pit is left, though the Supplier will do their upmost to leave a pit as found or as safe as may be reasonably expected.
9.15 If a Client would prefer to use an existing stand, whether or not it was bought previously from the Supplier:
a) It is the Client’s responsibility to make sure that the stand is suitable for the job, and is still complete and in a state of good repair.
b) The Supplier reserves the right to charge for any return visits wholly or partial caused by any failings of such a stand. Nor will the Supplier be held liable for any losses or damages so caused.
c) Should the provided stand or other product be found to be inadequate during an installation, the Supplier reserves the right to cancel the installation and charge for any reasonable costs and losses incurred.
9.16 If garlands and/or wreaths are to be installed:
a) It is the Client’s responsibility to make sure the Supplier is aware of any restrictions to installation methods during the site visit or at the time of quoting, as this may affect the quoted price.
b) The Supplier will endeavour to reduce marks or screw-holes left after the job where reasonably possible (including the use of ‘leave-no-trace’ sticky hooks, suction pads, cable ties and g-clamps where possible and practicable), but accepts no liability for their existence unless such restrictions had been expressly made in good time before the installation. In any case where screw holes are required, the Supplier shall re-use existing holes where possible and deemed appropriately secure.
c) In cases where an attachment method less secure than screws has been stipulated or decided upon by the Client, the Supplier reserves the right to charge for any subsequent visit all or partly caused by a failure of said attachment method. Nor does the Supplier accept responsibility for any loss or expense associated with any failure so caused.
d) Unless otherwise agreed in writing, if power is required for garlands and/or wreaths, this must be provided within 1 metre of each location by the Client or a third party under their remit. In cases where this not done, the Supplier reserves the right to either cancel the order, continue without adding the powered elements, continue but leave the powered elements unplugged as yet, install everything to the best of his ability but not be held liable for any trip-hazards, over-loaded sockets or any other associated loss or damage reasonably caused by the lack. If the Client provides timer plugs for an installation, the Supplier may use these but accepts no responsibility for them.
e) The Supplier cannot fix a garland to any position where it requires the use of bolts, eyebolts and the like into brick or concrete or similar. In such cases, the fixing points will have to be provided by the Client.
9.17 If a Client undertakes to amend or apply lighting, decorations, power cables, plugs, base decor, watering, aesthetic tweaking or any material changes to any part of the installation, whether in-house or through any third parties, the Supplier shall not be held liable for any loss or damage that can reasonably be attributed to personnel from outside of the Supplier’s organisation, and may charge extra to re visit and mend anything so caused.
9.18 Client’s must advise at the time of placing an order or before if a site visit is required.
9.19 Client’s are required to be present after a collection, and thus to sign that they are happy that all hired goods have been collected, all bought goods left for the Client, and the area returned to its original condition or an acceptable state. Should the Client feel this is not the case they should indicate this on document, allowing the Supplier in the first instance the opportunity to rectify. If the Client is unavailable to sign off the works, they will have 24hrs to register any discontent directly with Pines and Needles’ Civics Department. After this time, their satisfaction will be assumed. The Supplier reserves the right to take this into account in the event of any later claims of dissatisfaction.
10. SUPPLIER’S OBLIGATIONS
10.1 The Supplier undertakes to make all reasonable endeavours to complete the work within a reasonable timeframe or by a specific date if so agreed. However, unforeseen circumstances such as weather may hinder progress. In any case, the Supplier undertakes to keep the Client informed when appropriate.
10.2 The Supplier shall perform all duties, services and obligations under this contract with reasonable care and skill and to a reasonable standard. He shall comply with all relevant codes of practice and statutory or regulatory requirements.
10.3 The Supplier shall take all reasonable care with the Client’s property, including taking reasonable steps to protect the Client’s furnishings, fittings, wall, ceiling and floor coverings during the provision of the services.
10.4 The Supplier shall be responsible for managing and arranging the safe and lawful disposal of any waste materials which are generated or removed from the Client’s property as a result of the provision of the services.
10.5 The Supplier shall at all times hold valid employer and public liability insurance policies.
10.6 The Supplier reserves the right to sub-contract any or all of our services.
10.7 The Supplier always uses reputable high quality Suppliers for the supply of trees and greenery; however, it is unable to guarantee their performance once it has left the site, as these are natural products and subject to individual differences. Though the Supplier aims to keep Clients happy if possible and will in some cases replace whole tree installations, it is not a contractual requirement to do so. In other cases (e.g. trees installed early in the season or trees subjected to an adverse environment or factors beyond the Supplier’s control), replacement will only be undertaken subject to further costs being paid in advance, and further time-slots being available.
10.8 All real Christmas trees require cold weather to put them in a state of hibernation, increasing the longevity of a cut tree. The Supplier cannot accept any liability for excess needle drop due to unseasonal weather conditions (warmer weather) during the harvesting.
10.9 Christmas Trees and greenery are a real, natural product; therefore the shape and fullness of the tree is subject to the forces of nature. We will take every care to provide a premium quality tree that meets our high standards. Should the Client feel the tree has not met their expectation, the Client must notify the Supplier within 3 days of installation, giving the Supplier the opportunity to assess and rectify the matter should we concur that it does not meet our high standards.
10.10 Wood is a natural product, and is therefore susceptible to certain changes in an outdoor environment. Extremes of temperature or weather conditions may cause products to split or warp. The Supplier cannot be held responsible for the above taking place.
10.11 If there is any discrepancy between any specification and any drawing, the description contained in the specification shall prevail over the drawing.
10.12 All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
10.13 The Supplier will keep as close as possible to the photographs of decorations on our website, though these are representations of the style and general quality, and variations may occur.
10.14 The Supplier will ballast the tree with at least as much weight as has been recommended by Conisbee Structural Engineer’s calculations, but is may be more or less than the number of sand bags stated on any Specification document(s). If less than this is used at a Client’s behest for any reason, the Supplier cannot be held responsible for any consequences reasonably deemed as wholly or partially so caused. The same is the case if, due to space limitations, shorter legs are required to be used and the corresponding increase in ballast is also added.
10.15 All repairs and/or replacements deemed necessary by the Client but which falls under reasonably expected wear and tear, vandalism or any other factor beyond the control of the Supplier will be chargeable, and the Supplier will not be held liable for any losses or damages wholly or partially so caused.
10.16 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
11. ALTERATIONS TO THE SPECIFICATION DOCUMENT
11.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
11.2 The Client may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 10 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of suc alterations, if any, on the price and any other terms already agreed between the parties.
11.3 Where the Supplier gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
11.4 Where the Supplier gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
12. INDEMNIFICATION
12.1 The Client shall indemnify the Supplier against all claims, costs, expenses, loss or damages which the Supplier may incur and which arise, directly or indirectly, from the Client’s breach of this Agreement or failure to abide by any of its terms, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
12.2 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Client to which the claim relates.
12.3 In no event shall the Supplier be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever howsoever caused. This shall apply even where such a loss was reasonably foreseeable, or the Supplier had been made aware of the possibility of the Client incurring such a loss.
12.4 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
12.5 Any accidental or malicious damage caused by the Client, their staff, their children or indeed any third party during the installation, display period or de-construction may incur an additional repair charge.
13. TERMINATION
13.1 This agreement shall continue until the services (or any mutually agreed addition, extension or variation thereof) have been provided, or until terminated in accordance with the below.
13.2 Without prejudice to the above the employment of the Supplier under this Agreement may be terminated immediately where any of the following circumstances arise:
a) Either party commits a serious breach or persistent breaches of this agreement including but not limited to the non-performance, neglect or default of any of his duties as outlined herein (including a failure on the part of the Client to make payment within agreed timescales) and, in the case of a breach capable of being remedied, fails to remedy it within 10 calendar days of being given written notice from the other party to do so;
b) Either party commits a material breach of this Agreement which cannot be remedied under any circumstances;
c) Either party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
d) Either party ceases to carry on its business or substantially the whole of its business; or
e) Either party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.3 Upon termination of the employment of the Supplier under this agreement the Client shall pay to the Supplier such sums as may represent work done and expenses incurred up to and including the date of the termination, and extending beyond this date in cases where safety to the public or property necessitates further works, or where a relevant third party requires goods be removed.
13.4 Any right to terminate the employment of the Supplier under this agreement shall be without prejudice to any accrued rights or liabilities arising out of this agreement which are in existence at the date of termination.
14. CANCELLATION
14.1 Due to the felling of trees, ordering of materials, construction and preparatory work at our depot and clerical work pertaining to all confirmed orders, as well as to the likelihood of loss of earnings from the cancelled time slot within a very intensively seasonal market, the Supplier reserves the right to charge up to the following percentages of the entire sum, as per that laid out in the specification document(s):
a) a minimum of 15% for all confirmed contracts
b) up to 50% if the Supplier is notified less than 28 days prior to the commencement date
c) up to 80% if the Supplier is notified less than 14 days prior to the commencement date
d) up to 100% if the Supplier is notified less than 7 days prior to the commencement date
14.2 If a cancellation fee is so charged, it will form part of the outstanding debt due to the Supplier.
14.3 Payment of cancellation fees will be due 7 days from the first rendering of a cancellation fee invoice, and the Supplier reserved to charge interest from that time forward, as per Clause 5.8 (c)
14.4 The Supplier reserves the right to charge in full for all legal fees and any such costs and expenses as might have been incurred in recovering payment from the Client where the Client fails to make payment in accordance with these terms and conditions.
14.5 In the event that the Client requests to alter a confirmed order with respect to a change of date or timings only, with no reduction in the total price, nor any relevant changes to products or services required, this change will be deemed a rescheduling only.
14.6 Rescheduling requests received within three weeks of delivery may result in charges being levied to cover reasonable costs incurred by the Supplier.
15. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
16. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, threat of terrorism, civil disturbance or rioting, the act or omission of government, regulatory action, breakdown in plant or machinery or shortage of raw materials or supplies, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
17. SEVERABILITY
If any provision of this Agreement (clauses, sub clauses and parts thereof) is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.
18. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
19 NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post, clearly quoting the relevant department or staff member, to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other; and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, irrespective of spam folders or out-of-office replies; if sent by fax shall be deemed to be served on receipt of an error free transmission report; if given by letter shall be deemed to have been served at the time at which the letter was delivered personally; or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. WARRANTY OF CONTRACTUAL CAPACITY
Both parties and/or any signatories to this agreement warrant that they have obtained all necessary permissions and approvals, and/or have the appropriate and necessary authority to do so, and to bind the Client to the terms set out in it.
21. ENTIRE AGREEMENT, GOVERNING LAW & JURISDICTION
21.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.21.2 This contract shall be regarded as an English contract and shall be construed and the rights of parties according to the laws of England and Wales. Irrespective of the place of signing this contract, it is deemed to have been made at the Supplier’s address and all legal matters arising from this contract will be handled within the area of the Supplier’s choice.
21.3 All terms, conditions and covenants contained in this agreement shall bind the parties and their heirs, legal representatives, successors to title and permitted assignees.
21.4 Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (Rights of Third Parties) Act.
21.5 The Supplier and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve the Supplier of its obligations under this Agreement.
