TERMS AND CONDITIONS OF TRADE
The following terms and conditions are applicable to the provision of landscaping and construction services and landscaping materials (“the Landscaping Work”) by Wild Exposure Ltd (Wild Exposure). No other terms will be binding unless accepted in writing by an authorised representative of Wild Exposure.
1. Plans and Specifications
Copyright and ownership in all drawings, specifications and other technical information provided by Wild Exposure in connection with the contract is vested in Wild Exposure. Where Wild Exposure has followed plans and specifications provided by the Customer or their agent, the Customer will indemnify Wild Exposure against all damages, penalties, costs and expenses in respect of which Wild Exposure may become liable through the utilisation of those plans and specifications.
2. Quotation and Acceptance
Wild Exposure will produce a formal quotation for the Customer for the Landscaping Work. The quotation will be valid for a period of thirty (30) days from the date specified on the quotation or such other date specified in the quotation.
The Customer will accept the quotation by signing and/or by accepting the quotation as directed in email accompanying quotation. The acceptance of the quotation in the manner specified in this clause will constitute a binding contract and acceptance of the terms and conditions contained herein.
In the event of any inconsistency between a quotation and these terms the quotation will apply.
Except as expressly provided in these terms and conditions, no variation or alteration to the scope of the Landscaping Work will be binding on the parties unless recorded in writing and signed by both parties, including any adjustment to the contract price.
Any changes required as a result of any ambiguous drawings or any other documentation or direction provided by the Customer or their agent will be treated as a variation to the Landscaping Work.
4. Other costs items
- Provision Items
A value allowance shown as a reserve amount is for elements of work that have not yet been defined
- Undefined Provisional Items
A %age value allowance shown as a reserve amount is for elements of work that are of an unknown or unforeseen nature
- Reserve amounts will be deducted from the contracted price if they do not occur
- Reserve amounts will be charged additional to contracted price at rates specified in contracted price if they occur.
Wild Exposure will, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods or services to the Customer if the Customer fails to pay any money owing after the due date, or if the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 2006,or if liquidation proceedings are commenced in relation to the Customer, or if the Customer will otherwise become bankrupt or insolvent, or if any other event occurs which evidences a lack of credit worthiness or insolvency on the part of the Customer. Any cancellation or suspension by Wild Exposure pursuant to this clause will not affect Wild Exposure’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to Contract under these terms and conditions.
The price of the Landscaping Work will be the price stated in any quotation supplied to the Customer together with all extras selected by the Customer and subject to provisional & undefined provisional items in accordance with clause 4 and variations in accordance with clause 3.
Where no price is stated in writing or agreed, the goods and/or services will be deemed to be sold and/or supplied at the current price applying at the date upon which the invoice for the goods or services is issued to the Customer.
Notwithstanding anything contained in this clause or the quotation, the price of the goods and/or services may be increased by the amount of any reasonable increase in cost of supply of the goods or services between the date upon which the quotation is delivered to the Customer and the date upon which the goods or services are supplied.
Payment for Landscaping Work will be made in accordance with Terms & Conditions detailed in Quotation provided.
The Customer may not deduct or withhold any amount (whether by way of a set-off, counterclaim or otherwise) from any money owing to Wild Exposure.
The Customer expressly acknowledges that no retentions will apply unless provision for a retention is incorporated within the prevailing Conditions of Wild Exposure.
8. Commencement and Completion
The Customer acknowledges that any estimates as to the time frames for the commencement and completion of the Landscaping Work are approximate only. Wild Exposure will use all reasonable endeavours to ensure the Landscaping Work is commenced and completed within the time frame specified but will not be liable for any delay or failure to do so. Wild Exposure will not be responsible for any delays caused by separate or nominated subcontractors. Should any delays occur the Customer agrees that all costs incurred by Wild Exposure and resulting from such delays will be charged as a variation to the contract price.
9. Repair of Defects
Wild Exposure will at its sole cost rectify any defects in the materials or workmanship which are notified to Wild Exposure within ninety (90) days of completion of the Landscaping Work and within a reasonable time of receiving written notification of those defects. Wild Exposure will not be liable under this clause to remedy:
- defects covered by a manufacturer’s or supplier’s guarantee that is available to and may be enforced by the Customer;
- defects in or damage caused by work undertaken by the Customer or the any of the Customer’s contractors.
10. Risk and Insurance
Any goods supplied by Wild Exposure will be at the sole risk of Wild Exposure until the earlier of payment for the goods and delivery of the goods to the Customer.
These terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999 (PPSA).
Ownership of any goods and/or materials will not pass to the Customer until all amounts owing by the Customer to Wild Exposure have been paid in full.
The Customer irrevocably grants to Wild Exposure the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if Wild Exposure has cause to exercise any of Wild Exposure’s rights under PPSA. The Customer agrees if applicable that Wild Exposure may exercise its rights under sections 109 and 120 concurrently, and that repossession and retention of goods under sections 120 – 123 will immediately extinguish any rights and/or interest the Customer may have in the goods and the Customer may allocate any monies it receives to debts, charges and expenses in any priority it determines.
The Customer will be responsible to Wild Exposure for any costs or damages incurred in reclaiming and disposing of the unpaid goods and/or materials.
12. Warranty and Liability
Wild Exposure will exercise reasonable skill, care and diligence in the discharge of its obligations under this agreement but in respect of any loss or damage, which in any way arises out of or is connected with the performance or non-performance by or on behalf of Wild Exposure of such obligations, the liability of Wild Exposure and its employees or agents (whether in contract or in tort) will be limited to the direct losses caused by Wild Exposure to the Customer and arising out of Wild Exposure’s negligence, to the exclusion of all other liability.
In no event will Wild Exposure’s liability to the Customer exceed the price of the goods or services to which the liability relates.
Wild Exposure will not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
Failure by Wild Exposure to enforce any of the terms and conditions contained in this contract will not be deemed to be a waiver of any of the rights or obligations Wild Exposure has under this contract.
If any provision of this contract will be invalid, void or illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or implied.
The Customer may not assign any of its rights or obligations under this contract without the prior written consent of Wild Exposure.
15. Personal Guarantee
In consideration for Wild Exposure agreeing to complete the Landscaping Work at the request of the Customer, where the Customer is a company or trust, the directors or trustees signing this contract also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Wild Exposure the payment of any and all moneys owed by the Customer to Wild Exposure and indemnify Wild Exposure against non-payment by the Customer.
The Customer authorises Wild Exposure to contract either as principal or agent for the provision of goods or services.
Where Wild Exposure enters into a contract of the type referred to this clause the Customer agrees to pay any amounts due under that contract.
Any list of proposed sub-contractor supplied by Wild Exposure is provided on a without prejudice basis and Wild Exposure reserves the exclusive right to change subcontractor without adjustment to the quotation.
17. Dispute Resolution
This contract is subject to the Construction Contracts Act 2002. Disputes will be settled in accordance with the provisions of that Act.