PURCHASING TERMS & CONDITIONS
ELLIOTT GROUP LIMITED
STANDARD TERMS OF PURCHASE
In these terms, where it says: • “you”, it means the person supplying goods or services, as identified in our order; • “we/us”, it means Elliott Group Limited; • “contract”, it means the contract for you to supply goods and/or services to us, and that contract shall consist of these terms, our order and the specification set out in our order
These terms apply to all contracts for the purchase of goods or services by us. If you have standard terms of sale or supply they do not apply.
The goods or services are specified in our order. You will supply them in accordance with the contract and in compliance with all relevant laws and regulations.
The price for the goods or services stated in our order or otherwise agreed by us is a fixed price. The price is stated inclusive of carriage, packing and freight but exclusive of value added tax.
Payment of the price will be due against your valid invoice 60 days following the month end of the delivered date in accordance with these terms. Your invoice must quote our order number and delivery address.
You will deliver the goods or the services to or at the address set by us. You must deliver on the date(s) set or else we may cancel the order or you will have to compensate us for any loss we suffer.
Title and Risk
Ownership of the goods will transfer to us as soon as it is clear exactly which items are to be provided by you to us. Risk in the goods will not pass to us until the goods are received and accepted by us.
All conditions and warranties that are implied by statute or otherwise will apply and in addition you will ensure that all goods and services meet the specification set out in our order.
Claims and Rejects
We can, at any time up to 30 days after we receive the goods, reject any goods that do not comply with those conditions, warranties or specifications. If we do you will, at our option, either supply replacements for them as a matter of urgency or provide a credit note for any goods returned to you. You will be responsible for all costs relating to the return or disposal of such rejected goods.
Copyright, patents etc
You confirm that you have all rights necessary to sell us the goods and/or to provide us with the services including all necessary intellectual property rights. If someone else claims that you do not have all of those rights, you will indemnify us against their claims and any liabilities that arise. All rights in any drawings or other materials supplied by us will remain vested in us and the only rights you will have will be to use them to enable you to perform your obligations under the contract.
SUB CONTRACT TERMS & CONDITIONS
ELLIOTT GROUP LIMITED
SUB-CONTRACT TERMS AND CONDITIONS
In these terms, where it says: “you”, it means the person identified in our order who is to supply subcontract services to us; “we/us”, it means Elliott Group Limited; “order”, it means the written order that we give to you for the provision by you of subcontract services; “contract”, it means the contract for you to supply services to us, and that contract shall consist of these terms, our order and all drawings, instructions, specifications and the programme referred to in our order; “Services”, it means the subcontract services/works that you are to provide to us under the contract.
Terms and Main Contract
These terms apply to the contract to the exclusion of any other terms. The main contract between us and our customer, to which the contact is a sub-contract, is available for inspection at our office during normal business hours and the provisions of that main contract (so far as applicable) shall apply to the contract and the Services; if there is any conflict between the provisions of that main contract and these terms, these terms shall prevail.
You will provide the Services in accordance with the contract and in accordance with the requirements set out in the drawings, instructions and specifications that form part of the contract. In providing the Services you will ensure compliance at all times with all applicable laws, regulations and codes of practice. You will provide and hand the services over to us complete, free from snags and defects and to the complete satisfaction of both us and our customer.
You will provide and carry out the Services in accordance with the programme that forms part of the contract. You will complete the Services and all specified stages of them by the milestone date(s) set out in that programme. If you fail to do this you will have to compensate us for any loss we suffer and we may terminate the contract. You will notify us immediately if at any time you foresee any difficulty in complying with the programme or any part of it.
You will provide all tools, plant and equipment that are required to provide and carry out the Services and you will ensure that all such tools, plant and equipment is maintained in good order and accompanied by all relevant test documentation and certification.
Unless and to the extent that the contract provides otherwise, you will provide all materials that are required in connection with the Services. You warrant that all such materials belong to you, are fit for the purpose for which they are provided and are of satisfactory quality and free from defects.
You will supply all labour that is required to provide and carry out the Services. You warrant that all personnel will be competent and have the skills required to carry out ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 2 of 4 the tasks assigned to them, that you will be responsible for all matters relating to their employment/engagement, including, but not limited to, all necessary insurance and all health and safety matters. You will provide evidence of compliance with those matters and you will indemnify us against all claims and liabilities in respect of all such persons.
You will promptly and without further charge rectify any defects in the provision or carrying out of the Services, both during the progress of the works and throughout the Defects Liability Period under and as defined in the main contract, or in any materials that you supply in relation to the Services.
The price for the Services stated in the contract or otherwise agreed between us is a fixed price. The price is stated inclusive of all design work and fees, preparation of drawings and specification, the supply of all materials, labour, equipment and everything else that is needed for the full and proper performance and carrying out of the Services but exclusive of value added tax.
Payment of the price will be due against your valid application for payment or invoice not later than 60 days after completion of the Services or the relevant stage of them as stated in the contract. Your application for payment or invoice must quote our subcontract order number and the address at which and/the project in respect of which the Services are provided. Any interim payments will be on account only and will not be held to signify any approval by us or our customer of the whole or any partof the Services.
Copyright, patents etc
All rights in any drawings or other materials supplied by us will remain vested in usand the only rights you will have will be to use them to enable you to provide andcarry out the Services.
You must have in place all insurances with such level of cover as would be appropriate for a responsible business carrying out the Services and you must provide us with written confirmation from your insurers or brokers of the insurances and level of cover you have for public & product liability, employers liability and contractors all risks insurance together with details of the renewal date and confirmation that premiums have been paid up to date. You must also have in place insurance in respect of any transport movement of our products to cover any partial or total loss at our valuation.
We may at any time make variations to the Services and those variations shall vary the contract accordingly. Those variations may lead to changes in the price, the programme and other details and any such changes that are agreed shall also vary the contract but only if and to the extent that they are so agreed and recorded in writing.
We can terminate the contract immediately by giving you notice to that effect if at anytime: • you are in breach of any of the terms of the contract; or ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 3 of 4 • a receiver, administrative receiver, administrator or liquidator is appointed in relation to you or if you cease to trade or if you undergo any bankruptcy or insolvency event or proceedings; or • you fail to carry out the Services diligently; or • you fail to carry out or complete the services in accordance with the programme; or • you fail to withdraw, immediately at our request, any person or person engaged by you in the carrying out of the Services whose presence may contravene the terms of the contract or main contract or in respect of whom we have given you notice requiring their withdrawal. If the contract is terminated for any reason you will be entitled to be paid the price for the Services less the sums we have to expend, including with other contractors, in order to have the Services properly and fully carried out and completed.
Where the Services include a design responsibility you will: • in carrying out that design responsibility exercise all reasonable skill, care and diligence that would be expected of skilled designer experienced in carrying out works of that kind; • take out and maintain professional indemnity insurance in such amount and for such period as is required under the main contract (provided that such insurance remains available to professional persons acting in that capacity at commercially reasonable rates); and • enter into such collateral warranties with us and/or our client and those other persons specified by them in the format and in accordance with the timescales required by the main contract.
Health and Safety
You will provide and carry out the Services strictly in accordance with our Health and Safety Policy Document and Manuals and in accordance with the Construction Phase Health and Safety Plan and Site Rules applicable to the relevant site. The price for the Services is inclusive of all resources necessary to design and implement your services in accordance with these provisions. You will provide a competent person in charge to supervise your workforce and to take responsibility for all their health and safety issues and to receive and implement instructions issued by our authorised representatives. You will submit Risk Assessments and Method Statements including, but not limited to, all hazards, COSHH and manual handling for approval by our contracts management team prior to commencing any work on site. You will provide COSHH Assessments supported by manufacturer’s data sheets with all materials that you supply.
Environmental and Housekeeping
You must comply fully with our Environmental Policy. At the request of our authorised representative you must remove all rubbish and surplus material arising from your works to a designated area or a skip or, if so instructed, remove from site.
Assignment and Sub-contracting
You must perform the contract yourself and may not assign the benefit nor subcontract the performance of all or any part of the contract without our prior writtenconsent. ELL00048/00122 Elliott Group Limited ~ Sub-contract Terms of Purchase Page 4 of 4
Any disputes arising in respect of or under the contract shall be referred to arbitration or such other dispute resolution procedure specified in the main contract or, if the main contract is silent on the point or if that procedure is not appropriate in the circumstances, to arbitration under the provisions of the Arbitration Act 1996, the arbitrator being agreed between you and us or, if we cannot agree, appointed by the President of the Chartered Institute of Arbitrators on the application of either of us.
Law and Jurisdiction
These terms and all contracts between us will be governed by the laws of Englandand subject to the exclusive jurisdiction of the courts in England.
We have the right, on reasonable notice, to inspect and test the goods prior to delivery. If we find they are not satisfactory we can reject those goods and we may cancel the order. If we do carry out any such inspection or test it does not mean that we accept the goods at that stage.
We can terminate the contract immediately by giving you notice to that effect if a receiver, administrative receiver, administrator or liquidator is appointed in relation to you or if you cease to trade or if you undergo any bankruptcy or insolvency event or proceedings.
Assignment and Sub-contracting
You must perform the contract yourself and may not assign the benefit nor subcontract the performance of all or any part of the contract without our prior written consent.
Where the services provided include or consist of the transportation or other movement of our products or property, you must have in place insurance to cover any partial or total loss of such items at the level of our full valuation of them. You will, if and when we request, provide us with evidence of such insurance.
Law and Jurisdiction
These terms and all contracts between us will be governed by the laws of England and subject to the exclusive jurisdiction of the courts in England.
HIRE TERMS & CONDITIONS
ELLIOTT GROUP LIMITED
CONDITIONS OF HIRE
360° Service Items means any associated ancillaries, services or optional extras hired or sold by Elliott to the Customer in addition to any Building under this Agreement including, air conditioners, furniture, equipment, generators, toilets and fire extinguishers and related service packages, and subject to any applicable 360° Service Terms.
360° Service Terms means any additional terms applicable to the particular 360° Service Items which are hired by the Customer as referenced or incorporated in the EHQ or the Hire Contract.
Agreement has the meaning given in clause 2.
Building means any relocatable or modular building or storage container hired by Elliott to the Customer under this Agreement, but does not include 360° Service Items.
Customer means the party referred to in the Hire Contract.
Damage Waiver Excess means the amount stated in the Hire Contract as the Damage Waiver Excess per damaged Building or other item of Hired Equipment, as applicable.
Damage Waiver Fee means the damage waiver fee, exclusive of VAT, specified in the relevant Hire Contract.
EHQ means the Elliott Hire Quotation prepared by Elliott for the Customer and which bears a quotation number.
Elliott means Elliott Group Limited.
Exclusions means any loss resulting from a risk which is not an Insured Risk, willful misconduct by the Customer or its employees agents or contractors, any loss of Hired Equipment revealed only when an inventory is made, loss of generating equipment in or connected to powered Buildings, bodily injury, glass breakage, civil or foreign war, nuclear damage, terrorism, embargo / destruction upon request of government or public authority, wear and tear, theft from an unsecure or unguarded building or Site, fraud, dishonesty, business interruption, indirect damages, loss damage or re-instatement of ground in or around the Site, losses or damage resulting from the incorrect use and maintenance of the Hired Equipment, and loss occurring outside the UK.
Hire Charges means the hire charges referred to in the Hire Contract at their full face value without any deduction, counterclaim or set-off whatsoever.
Hire Contract means the hire contract prepared by Elliott for the Customer and which bears a hire contract number.
Hired Equipment means any Buildings or 360° Service Items hired by Elliott to the Customer under the Agreement
Hire Period means the period of time from and including: (i) the Hire Start Date or Practical Completion (if Site Works are applicable); until (ii) the Hired Equipment is returned to Elliott in accordance with the Agreement.
Hire Start Date means the date specified as such in the Hire Contract, or if earlier, delivery of Hired Equipment to the Site.
Individual means a natural person, a partnership consisting of two or three persons not all of whom are bodies corporate; and an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership; Insured Risk means fire, act of vandalism (by a person other than the Customer, its employees, agents and contractors), and theft from a secure or guarded Site.
Minimum Hire Period (MHP) means the Minimum Hire Period, as referred to in the EHQ or the Hire Contract.
Practical Completion means the date of completion of the Site Works (if applicable) as determined by Elliott at its discretion.
Services means any services provided by Elliott to the Customer in relation to the 360° Service Items as specified in the Hire Contract or the EHQ.
Site means the site or location set out in the Hire Contract.
Site Works means any installation works to be undertaken by Elliott as set out in the relevant EHQ or the Hire Contract.
2. The Agreement
2.1 The Agreement is comprised of these terms, being Elliott’s Standard Conditions of Hire, any applicable additional 360° Service Terms, the Hire Contract and the EHQ.
2.2 All orders are subject to acceptance by Elliott and the terms and conditions of this Agreement will apply to any order issued by the Customer to Elliott and will prevail over any other terms and conditions whatsoever that may be issued by the Customer or attached to any order issued by it.
2.3 Elliott will only accept the Customer’s order if Elliott is satisfied with the Customer’s credit worthiness.
2.4 IF THE CUSTOMER IS ACTING AS A CONSUMER CLAUSE 34 WILL APPLY AND THESE STANDARD CONDITIONS OF HIRE SHALL BE SUBJECT TO THE PROVISIONS IN CLAUSE 34.
3. Lapse of quotation
3.1 The EHQ will lapse 30 days from the date of issue and may be withdrawn by Elliott at any time for any reason.
3.2 Any Hired Equipment or Service stated in the EHQ is provided subject to the availability of the applicable items and Services immediately before the Hire Period, and Elliott reserves the right to offer alternative items or Services should those included in the EHQ not be available or to withdraw the EHQ in its entirety.
4. Completion and program of Site Works
4.1 Clauses 4.2 to clause 4.5 only apply where Site Works are to be performed by Elliott as specified in the Hire Contract.
4.2 Elliott will advise the Customer of the program for the commencement and the completion of the Site Works.
4.3 Any date quoted for the completion of the Site Works in the EHQ, the Hire Contract or otherwise, is indicative only and given in good faith. Elliott will use its reasonable endeavours to reach Practical Completion by the date quoted; however, completion dates are not binding on Elliott.
4.4 The Site Works will be deemed to have achieved Practical Completion if in the reasonable opinion of Elliott they are fit for occupation or use. If the Site Works are delayed for any reason beyond the control of Elliott (including unsuitable Site conditions or weather conditions, or Elliott’s compliance with any instruction or request of the Customer), then the anticipated completion date will be deemed extended for the period of the delay.
4.5 In the case of a delay, Elliott shall be entitled to be paid reasonable costs, including overhead recovery and abortive and suspension costs, except where the delay was solely caused by Elliott.
4.6 Except for Site Works specifically referred to as being the responsibility of Elliott in the EHQ, then any site works to be performed are entirely the responsibility of the Customer.
5. Period of Hire
5.1 Hire of the Hired Equipment shall commence on the Hire Start Date and shall continue until the expiry of the Hire Period.
5.2 At the conclusion of the MHP, unless terminated in accordance with the provisions of Clause 11 below, the Hire Period will continue and such hire will be subject to the Agreement until such time as all Hired Equipment is returned to and accepted by Elliott.
5.3 IF THE CUSTOMER IS AN INDIVIDUAL THEN, NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE HIRE PERIOD SHALL NOT EXCEED 3 MONTHS. ACCORDINGLY INDIVIDUALS SHALL RETURN THE EQUIPMENT TO THE HIRER OR OTHERWISE MAKE THE EQUIPMENT AVAILABLE FOR COLLECTION BY THE HIRER ON OR BEFORE THE LAST DAY OF SUCH THREE MONTH PERIOD.
6. Hire Charges and Terms of Payment
6.1 The Customer will pay Elliott the Hire Charges for the duration of the Hire Period.
6.2 Elliott may adjust on an annual basis the Hire Charges to its then prevailing rates in its absolute discretion, excluding any consumable goods (such as fuel) which shall be subject to variation as set out in the Hire Contract.
6.3 If the Customer terminates the Agreement or returns Hired Equipment prior to the expiry of the MHP for whatever reason, then it will pay Elliott all monies owing at the time of termination or return, plus all amounts that would have been due for the balance of the MHP.
6.4 If the Customer retains Hired Equipment beyond the Minimum Hire Period, the Agreement shall continue to apply, save that the Customer shall be considered to be renting the Hired Equipment on a rolling month to month basis and after that time and at such frequency as Elliott determines, Elliott may in its absolute discretion adjust the Hire Charges to its then prevailing rates for hires on a month to month basis.
6.5 Elliott may at its discretion agree in writing Customer credit facilities subject to satisfactory credit checks undertaken by Elliott from time to time. The Customer consents to Elliott conducting relevant credit searches, whether company and/or personal, as it deems necessary from time to time. Elliott reserves the right to decline, withdraw or amend Customer credit terms at any time prior to or during the term of the Agreement, including requesting advance part or full payment of the Hire Charges or requiring the Customer to pay a deposit, as stated in the Hire Contract or EHQ which may be applied by Elliott against any amounts due and payable by the Customer.
6.6 Prior to delivery of the Hired Equipment and whether or not credit is provided in accordance with this Agreement, Elliott may require that the following costs are payable in advance: one month of Hire Charges together with any quoted delivery, installation, site works and any other Customer specific charges. Elliott reserves the right to increase the amount of Hire Charges payable in advance if it chooses to do so based on its credit assessment of the Customer or other factors which Elliott considers to be relevant.
6.7 Where it is agreed that the Customer will make a single payment to cover the MHP, the amount must be paid prior to the Hire Start Date. If such a hire continues after the MHP, invoicing and payment terms will be as otherwise set out in these Standard Conditions of Hire.
6.8 Elliott will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. If delivery of the Hired Equipment is delayed by the Customer for any reason (including if the Site conditions are unfit for delivery), then the Hire Charges shall become payable from the Hire Start Date stated in the Hire Contract even though the Hired Equipment may not be delivered to the Customer until after the stated Hire Start Date.
6.9 Invoices will be issued by Elliott every 28 days during the term of the Agreement unless otherwise stated in the Hire Contract. The Customer will pay VAT where applicable and this will be itemised on invoices.
6.10 The Customer shall pay invoices within 30 days of the date of the invoice, or as otherwise stated in the Hire Contract. If requested to do so by Elliott, the Customer shall pay invoices by Direct Debit.
6.11 The Customer will pay all of Elliott’s costs in collecting outstanding Hire Charges and any other payments due and payable by the Customer pursuant to the Agreement.
6.12 The Customer is not permitted to set-off any amounts owed to Elliott whatsoever.
6.13 If the Customer fails to pay an amount due and owing to Elliott under the Agreement by the due date for payment, the Customer must also pay to Elliott interest on the unpaid amount at a rate equal to the prevailing base rate of Barclays Bank plc plus 4% (“Default Rate”), calculated daily from the next day after the due date up to and including the date of payment. The Customer shall also be required to pay any costs incurred by Elliott in the collection of any overdue amount.
7. Damage Waiver Program
7.1 This clause 7 will only apply to the extent that the Customer has paid the Damage Waiver Fee.
7.2 The Damage Waiver Fee, plus VAT, will be automatically charged in addition to the Hire Charges, until a valid insurance certificate is provided by the Customer to Elliott demonstrating that the Customer has obtained insurance of the Hired Equipment at least to the minimum value set out in the relevant EHQ.
7.3 The Customer’s timely payment of the Damage Waiver Fee relieves the Customer of liability in excess of the Damage Waiver Excess for any loss or damage to any Building and, only if such are covered by the Damage Waiver option taken by the Customer, 360° Service Items during the Hire Period caused by Insured Risks (“Damage Waiver”). The Damage Waiver does not provide coverage for the Exclusions or any other circumstances not covered by the Insured Risks and the Customer remains liable for any loss or damage to any Hired Equipment arising from Exclusions and any other circumstances not covered by the Insured Risks.
7.4 If any Hired Equipment is lost or damaged, before the Customer can limit its liability under this clause 7, it must:
(a) have paid the Damage Waiver Fees invoiced and any other amounts due and owing to Elliott;
(b) pay the Damage Waiver Excess;
(c) demonstrate that it has taken reasonable precautions against loss, damage, theft and forced entry;
(d) notify Elliott in writing of any loss or damage to the Hired Equipment within five Business Days of becoming aware of such damage and have submitted a theft notification form available from Elliott;
(e) if required by Elliott, deliver to Elliott, to its reasonable satisfaction, evidence of the loss or damage (including any police reports in the event of theft, vandalism or forced entry), within ten Business Days of becoming aware of such event; and
(f) not be in breach, or not have breached, any term of this Agreement.
7.5 The parties acknowledge and agree that the Damage Waiver in this clause 7 is not insurance and therefore does not cover any general liability incurred by the Customer (including any loss or injury to third parties) or its or any third party’s use of the Hired Equipment, any consequential loss incurred by the Customer or any third party, or any of the Exclusions.
7.6 If the Customer declines the Damage Waiver or is not current in its payment of the Damage Waiver Fee in relation to all of the Hired Equipment, it shall be required to insure the Hired Equipment itself in accordance with clause 8.
8.1 The Customer shall throughout the duration of the Agreement and until the Hired Equipment is returned to Elliott’s control (without prejudice to any liability of the Customer to Elliott) at its own expense insure the Hired Equipment with a reputable insurance company against all risks, loss or damage including all risks of third party and public liability arising out of ownership presence or use of the Hired Equipment in an amount not less than the full new replacement value of the Hired Equipment.
8.2 The Customer shall, promptly on request, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Elliott and proof of premium payment to Elliott to confirm the insurance arrangements. If the Customer fails to effect or maintain any of the insurances required under this Agreement, Elliott shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from Customer and to be paid on demand.
8.3 The interest of Elliott in the Hired Equipment shall be noted on the policy of Insurance which policy shall:
(a) name Elliott as loss payee;
(b) not be capable of cancellation or amendment by the insurers (at the request of the Customer or otherwise) other than by 30 days’ prior notice in writing to
(c) provide that the insurers shall waive any breach of warranty under the policy of insurance as against Elliott.
8.4 The Customer shall (so far as necessary) irrevocably authorise the insurers to pay on an indemnity basis to Elliott all monies payable under the said insurance policy in respect of any loss or damage to all or any part of the Hired Equipment.
8.5 The Customer shall not use or allow the Hired Equipment to be used for any purpose not permitted by the terms and conditions of any policy of insurance for the time being relating to the Hired Equipment nor do or allow to be done any act or thing which may cause such insurance to be invalidated.
8.6 In the event of any loss of or damage to all or any part of the Hired Equipment the Customer shall give immediate notice to Elliott and shall make or assist in the making of any appropriate claim or claims under the said insurance policy in such manner as Elliott shall require and shall not in any manner settle or compromise any such claim without the prior written request of Elliott.
8.7 The Customer shall promptly reinstate or repair at its own expense Hired Equipment which has not become a total loss or a constructive total loss and shall continue to pay Hire Charges in respect of such Hired Equipment during such reinstatement or repair. All insurance monies received in respect of any such loss shall be applied (at Elliott’s discretion) in or towards payment to Elliott of any amounts for the time being due and outstanding from the Customer to Elliott under the Agreement; and in or towards reimbursing the Customer for the costs of such reinstatement of repairs.
8.8 In the event that during the term of the Agreement any item of the Hired Equipment (the “Destroyed Equipment”) becomes a total loss or a constructive total loss (whether as a result of its being lost, destroyed, damaged beyond repair, confiscated or otherwise) the hire of the Destroyed Equipment under the Agreement shall cease, but the Hire Charges shall remain due and owing for the remainder of the Hire Period and subject to the terms of the Agreement. Elliott may, at its discretion, apply any insurance proceeds received towards the replacement of the Destroyed Equipment and/or towards the payment of Hire Charges (whether or not due) and all other monies due and owing to Elliott by the Customer. Any surplus insurance proceeds after the application of this clause 8.8 shall be paid to the Customer.
9. Transport, loading and unloading charges
The Customer will pay all costs (at Elliott’s current rates from time to time) of loading, transporting and unloading of the Hired Equipment relating to delivery and collection of the Hired Equipment to and from the Customer’s Site.
10.1 Delivery of the Hired Equipment or Sale Item (as applicable) is made by either:
(a) the Customer collecting the Hired Equipment or Sale Item from Elliott’s premises once Elliott has notified the Customer that it is ready for collection; or
(b) if a place of delivery is specified in the Hire Contract, by Elliott delivering the Hired Equipment or Sale Item to that place.
10.2 Any date or time quoted for the delivery of the Hired Equipment or Sale Item, or performance of any Service, in the EHQ, the Hire Contract or otherwise, is indicative only. Elliott will use its reasonable endeavours to deliver the Hired Equipment or Sale Item by the Delivery Date and, if applicable, carry out the Services as soon as reasonably practicable, however, delivery dates or times are not binding on Elliott and time is not of the essence.
10.3 Elliott is not liable for any delay, failure or inability to deliver the Hired Equipment or Sale Item, or perform the Services, howsoever caused. 10.4 If the Customer fails to:
(a) take delivery of the Hired Equipment or Sale Item (including when the Customer postpones delivery of the Hired Equipment);
(b) provide Elliott with satisfactory and unrestricted access to the Site, provide suitable Site conditions for delivery of the Hired Equipment each upon the delivery date, and, if applicable, provide a Site suitable for the Site Works, by the date intended for the start of such Site Works; or
(c) give Elliott adequate instructions (including any documents, licenses, permits or authorisations required for the delivery of the Hired Equipment); (d) notify Elliott of adverse weather conditions making it unsuitable (in Elliott’s opinion) to deliver, unload and install the Hired Equipment;
in respect of (a), (b) and (c) within 30 minutes of arrival at Site, and in respect of (d) prior to any transportation leaving its depot, then Elliott may charge the Customer for its reasonable costs associated with such failure and for abortive delivery costs and the storage and redelivery of the Hired Equipment or Sale Item and additionally, in the case of postponement of delivery by the Customer, the Customer shall be liable for all Hire Charges from the date of the intended date of delivery and Elliott may terminate the Agreement by giving the Customer three working days’ notice.
11. Termination and Off-hire
11.1 The Agreement may be terminated by either party in accordance with the applicable Notice Period set out in clause 11.7, provided that any notice served by the Customer shall not be effective to terminate the Agreement until the expiry of the MHP and the termination of the Agreement will not be effective until the Hired Equipment is returned to Elliott’s control.
11.2 The Customer may give notice to terminate the Agreement in writing (including by email) to Elliott (using the details provided in the Hire Contract), requesting that the Hired Equipment is taken off hire at the end of the applicable Notice Period (“Customer Off Hire Notice”). Following receipt of the Customer Off Hire Notice, Elliott will notify the Customer of the date on which the Notice Period will expire (“Off Hire Date”) and the date Elliott intends to collect the Hired Equipment (“Collection Date”).
11.3 The date for demobilisation and collection of the Hired Equipment is approximate only and Elliott will not be liable for any delay in the demobilisation or collection of the Hired Equipment howsoever caused.
11.4 The Customer is liable for all Hire Charges until the earlier of the end of the Notice Period or the end of the day on the Collection Date.
11.5 Notwithstanding the notified Collection Date, the Customer is required to comply with its insurance obligations and to protect the Hired Equipment from damage and loss until the Hired Equipment is returned to Elliott’s control.
11.6 The Customer shall make the Hired Equipment available to Elliott at the Site without impediment on the Collection Date within 30 minutes of the collection vehicle arriving at Site. Any impediment (including adverse weather conditions not notified by the Customer to Elliott prior to any transportation leaving its depot) to the collection of the Hired Equipment on the scheduled Collection Date may result in additional charges to the Customer for any costs (including costs in relation to transport, labour, and crane hire) incurred by Elliott. If the Customer does not make the Hired Equipment available for collection on the scheduled Collection Date (including if the Hired Equipment is not in Collection Ready Condition (as defined in clause 14.3 below)), Elliott will contact the Customer to reschedule the Collection Date. In such case the Customer will be liable for Hire Charges until the date on which the Hired Equipment is returned to the control of Elliott even if that is after the originally scheduled Collection Date.
11.7 Except as stated in clause 11.1, the applicable notice periods (each, a “Notice Period”) are as follows:
(a) in the case of Hired Equipment which comprises Elliott’s Modular equipment, not less than 3 months’ notice in writing or 10 weeks’ notice where the Hirer is an Individual;
(b) in the case of Hired Equipment which comprises Elliott’s Moduflex equipment, not less than 1 month notice in writing for 100 bays or fewer; 6 weeks’ notice in writing is required for buildings of more than 100 bays; or
(c) in the case of any other type of Hired Equipment and any associated Service where a Customer Off-Hire Notice is issued by the Customer or notification to terminate is served by Elliott, not less than 7 days’ notice in writing.
11.8 Notwithstanding any other provisions of the Agreement, Elliott shall be entitled to (i) suspend all or any further deliveries or any Service under the Agreement or any other contract between the parties, and/or (ii) shall be entitled to terminate the Agreement immediately by written notice to the Customer if the
(a) shall fail to pay any Hire Charges or other sums due and payable under the Agreement in full by the due date;
(b) commits a material breach (howsoever occurred) of the Agreement (other than failure by the Customer to pay the Hire Charges) and in case of such breach being remediable, fails to remedy it within 7 days after receiving written notice (including by email) specifying the breach and requiring remedy of it;
(c) being a Company or other entity:
i. Has a petition presented for its winding up, or
ii. Passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction), or
iii. Enters into a voluntary arrangement with its creditors, or
iv. Becomes subject to an administration order, or
v. Has a receiver appointed for all or any of its assets, or vi. Is subject to any other analogous process in any jurisdiction,
(d) being an individual or firm:
i. Becomes bankrupt or insolvent, or
ii. Enters into voluntary arrangements with its creditors; or
(e) Is subject to any other analogous process in any jurisdiction.
11.9 Upon termination of the Agreement pursuant to clause 11.8, all Hire Charges (including Hired Equipment collection and any other charges) and any sums payable in relation to any other 360° Service Items, including Services performed to the date of termination, shall become due immediately regardless of any provision of the Agreement to the contrary.
11.10 The Customer does not have the right to terminate the Agreement before the end of the MHP, but if Elliott, in its absolute discretion, agrees to permit such termination, it will be strictly on condition that Elliott may issue an invoice for the Hire Charges and Service charges (if applicable) for the unexpired portion of the MHP and the costs of the demobilisation and collection of the Hired Equipment at Elliott’s then current rates which shall be paid in accordance with clause 6.10, or as otherwise agreed in writing, in addition to any amounts then currently due.
11.11 In the case of Hired Equipment which comprises Elliott’s Moduflex equipment or Fireflex equipment, the following amounts shall be due and payable by the Customer if the Customer cancels the Hire Contract before the Hire Start Date:
(a) between 4 to 6 weeks before the Hire Start Date, 6 weeks of Hire Charges or, if the Minimum Hire Period is less than 6 weeks, Hire Charges in an amount equal to the Hire Charges payable for the Minimum Hire Period;
(b) between 2 and 4 weeks before the Hire Start Date, 13 weeks of Hire Charges or, if the Minimum Hire Period is less than 13 weeks, Hire Charges in an amount equal to the Hire Charges payable for the Minimum Hire Period;
(c) between 1 to 2 weeks before the Hire Start Date, 26 weeks of Hire Charges or, if the Minimum Hire Period is less than 26 weeks, Hire Charges in an amount equal to the Hire Charges payable for the Minimum Hire Period; or
(d) less than 1 week before the Hire Start Date, 26 weeks of Hire Charges or, if the Minimum Hire Period is less than 26 weeks, Hire Charges in an amount equal to the Hire Charges payable for the Minimum Hire Period,
plus any customisation costs incurred by Elliott for the purposes of the Hire Contract and, in the case of paragraph (d) above, any other preparatory costs including haulage, craneage and modular preparation.
12. Customer’s obligations
12.1 The Customer, at its own cost, will assume all responsibility for all conditions of the Site above and below the surface including all environmental matters as may be applicable to the Site.
12.2 The Customer warrants that it has sought and obtained all necessary consents, licenses and approvals required for the delivery, collection, movement, loading, unloading, siting, installation and use of the Hired Equipment, and shall be deemed to have made all necessary due inspections, risk assessments, made all inquiries of all matters pertaining to the Site and any access to the Site required by Elliott.
12.3 Unless otherwise expressly agreed in writing between the parties, the Customer warrants that the Site Works are capable of being performed on the Site; and the Site and site access (including ground conditions and weather conditions) are suitable for the safe and effective delivery, collection, movement, loading, unloading, siting, installation and operation of the Hired Equipment and performance of the Services and Site Works.
12.4 The Customer will at all times ensure that Elliott has sufficient access to the Site to do all things required to be done under the Agreement including delivery, unloading, reloading and recovery of the Hired Equipment, Sale Items and performance of the Services. The Customer will provide adequate facilities at the Site including vehicular off loading, secure storage for Elliott’s Hired Equipment and facilities to enable Elliott to safely undertake the Site Works and the Services.
12.5 The Customer shall provide adequate and unrestricted access to the proposed Site for delivery unloading reloading and recovery (where the Customer has not paid the full price for the Sale Items) of the Hired Equipment and Sale Items.
12.6 The Customer shall pay all costs (at Elliott’s rates current from time to time) relating to the loading, transporting and unloading of the Hired Equipment and Sale Items upon delivery and collection of the Hired Equipment to and from the Customer’s Site or other place of delivery.
12.7 The Customer shall unless otherwise stated in sufficient time and at its own expense provide suitable foundations and ensure the Site is levelled, graded, compacted and free from debris, structures and obstructions for the Hired Equipment, and such foundations shall conform to any instruction, specification or drawing, which may be supplied by Elliott.
12.8 Unless the parties agree otherwise in writing, the Customer shall be responsible for any personnel supplied by Elliott who shall be deemed to be acting as an agent of the Customer and the under the Customer’s control.
12.9 Without prejudice to any other claim or remedy available to Elliott, Elliott shall be entitled to be paid by the Customer on demand for any costs losses and expenses incurred by Elliott as a result of the Customer failing to comply with clause 12.1 to clause 12.7, including any overhead recovery, abortive suspension and delay costs and charges, and costs in relation to transport labour storage and crane hire.
12.10 Unless Elliott has agreed in writing to the contrary with the Customer:
(a) Elliott shall not be under any obligation to provide any additional plant lifting gear or special apparatus, other than that carried by the delivery or collection vehicle, required for siting any Hired Equipment;
(b) Elliott shall not be under any obligation to provide power or labour, other than that carried by the delivery or collection vehicle;
(c) the Customer warrants that any special appliances required for siting the Hired Equipment, which are not carried out by the delivery or collection vehicle, will be provided by the Customer or on the Customers behalf;
(d) Elliott shall be under no liability whatever to the Customer for any damage whatever or however caused, if Elliott is instructed to load or unload any Hired Equipment requiring special appliances, which in breach of the warranty in 12.10(c) above, have not been provided by the Customer or on the Customers behalf; and
(e) the Customer shall make available to Elliott upon provision of the vehicle competent personnel to fully manage the lifting operation associated with the
loading and unloading undertaken by the vehicle, having previously planned the predicted lifting operation in accordance with BS7121: Part 1:1989 and Part 4:1997.
12.11 The Customer shall bear the full cost of any additional plant lifting gear or special apparatus hired by Elliott for the purpose of siting or removing the Hired Equipment.
12.12 Elliott may provide additional plant lifting gear by entering into a contract under the Contractors Plant Association Model Conditions for the Hiring of Plant (”CPA Model Conditions”) (or any other conditions reasonably acceptable to Elliott) with a contractor (the “Contractor”) who will undertake the lifting operation on Elliott’s behalf in accordance with BS 7121 – Safe Use Of Cranes, Part 1:1989 and Part 4:1997 where applicable, and the Customer shall indemnify Elliott in full for all costs damages losses or liabilities arising out of or connected with the entering into and performance of the contract with the Contractor.
12.13 The Contractor will be responsible for the management and planning of the lifting operation (undertaking a ”Contract Lift”) notwithstanding the Customer’s responsibilities under BS 7121.
12.14 Where, in Elliott’s opinion, the ground in and around the Site (including all private roadways accesses main pipes manholes weighbridges or approaches under through or over which Elliott its servants agents or contractors might have to pass in the performance of any obligation) is soft or otherwise unsuitable the Customer shall in sufficient time and at its own expense supply and lay a surface in a suitable position for the Hired Equipment to travel over or stand on during the loading and unloading at the Site.
12.15 Connection and disconnection of mains services on Site and the suitability of those services are the responsibility of the Customer unless otherwise agreed between the parties in writing.
12.16 The Customer shall be responsible for obtaining any necessary permissions, consents or authorisation from any owner or occupier of the Site or any other land where access is required for the entry into the Site and the siting of the Hired Equipment or Sale Item on the Site. The Customer shall indemnify Elliott against all costs damages losses and liabilities incurred by Elliott as a result of a claim made by any person firm or company (including Elliott) arising out of or connected with the delivery, collection, movement, loading, unloading, siting or installation of the Hired Equipment or Sale Items on the Site except where such cost, losses and liabilities arise solely and directly from any negligent act or omission of Elliott.
12.17 The Customer authorises Elliott to accept the signature on delivery and collection of the Hired Equipment or Sale Item of any person reasonably holding themselves out to be the Customer’s representative whether such person be so authorised or not.
Elliott may subcontract any part of its obligations under the Agreement.
14. Maintenance, alterations, repairs, testing and inspections, loss and damage
14.1 The Customer will at its own expense, service, clean and maintain the Hired Equipment in good and substantial repair and condition (including cosmetic), fair wear and tear excepted. Elliott shall not be obliged to repair or replace any Hired Equipment due to fair wear and tear (including cosmetic) except to the extent that such fair wear and tear adversely impacts the safe use of the Hired Equipment.
14.2 In the case of Modular equipment:
(a) the respective responsibilities of Elliott and the Customer for repairs are set out in the document entitled Modular Equipment Maintenance Responsibility provided with the Agreement and the Customer shall carry out such repairs or works that are identified as being the Customer’s responsibility; and
(b) where the Minimum Hire Period is 3 years or more, the Customer shall redecorate and refurbish the Hired Equipment in a manner and in the time specified by Elliott.
14.3 The Customer will ensure that at collection the Hired Equipment is in the following condition (“Collection Ready Condition”) otherwise Elliott may charge the Customer additional charges and/or additional Hire Charges:
(a) Hired Equipment must be in a clean state;
(b) the Hired Equipment must be disconnected from all utilities;
(c) any effluent tanks must have been emptied and flushed through;
(d) all of Elliott’s 360° Service Items and other accessories must be laid down or otherwise secured. The Customer will be responsible for any damage to 360° Service Items or accessories that occurs in transit resulting from failure to comply with this requirement;
(e) all items or materials which are not Hired Equipment must be removed from the Hired Equipment. Any items or materials left in the Hired Equipment after collection may be disposed of by Elliott. If Elliott disposes of, stores and/or returns items or materials to the Customer it will be subject to additional charges at Elliott’s then current rates;
(f) all supplied keys must be returned to Elliott on collection, otherwise a charge will be automatically applied to cover our costs of replacing keys and locks at Elliott’s then current rates.
14.4 If the Hired Equipment is not returned in the condition described in clauses 14.1, 14.2, or 14.3, as applicable, then the Customer will pay Elliott its reasonable costs for cleaning the Hired Equipment and rectifying any damage to the Hired Equipment.
14.5 The Customer is responsible for the safe keeping and operation of Hired Equipment during the Hire Period and for its return to Elliott at the termination of the Hire Period. If the Customer fails to return the Hired Equipment for whatever reason the Customer shall be liable to Elliott for:
(a) the full replacement value of equivalent new equipment to that of the Hired Equipment, together with all costs arising there from; and
(b) the Hire Charges (or relevant proportion) until payment of the costs under clause 14.5(a).
14.6 Elliott shall be entitled to inspect, maintain and service the Hired Equipment at any time with reasonable notice and if the Hired Equipment is damaged, Elliott may (at its discretion) repair the Hired Equipment at the Customer’s expense or repossess the Hired Equipment and charge the Customer for any repair; or recover the whole cost of replacement with equivalent new equipment.
14.7 The Hired Equipment will not be altered or repaired in any way by the Customer unless Elliott agrees in advance in writing.
14.8 Elliott will be entitled to charge the Customer all reasonable costs incurred in attending the Site to undertake any maintenance or repairs to Hired Equipment unless such costs result solely from the fair wear and tear of the Hired Equipment or negligence of Elliott.
14.9 The Customer shall be responsible throughout the Hire Period for carrying out all statutory inspection tests in accordance with any appropriate regulations. This includes but is not limited to electrical, PAT, gas and water services and electrical appliance testing. The Customer shall indemnify Elliott in full for all costs damages or losses howsoever caused arising out of or connected with the failure by the Customer to comply with any such statutory inspection tests or regulations.
14.10 The Customer shall be responsible for all acts and omissions of, and any injury or damage caused by, its employees, agents and contractors in the handling, use, presence in or occupancy of any Hired Equipment. The Customer shall indemnify Elliott for any claims made by or against, or costs losses or liabilities incurred by, Elliott as a result of any act or omission of the Customer, its employees, agents or contractors in connection with this Agreement.
15. 360° Service Items
15.1 Elliott shall use reasonable endeavours to meet any performance dates for the Services specified in the Hire Contract or the EHQ, but any such dates shall be
estimates only and time shall not be of the essence.
15.2 Elliott warrants to the Customer that the Services will be provided using reasonable care and skill, during normal working hours.
15.3 The Customer must promptly notify Elliott of any changes which affect or may affect the Customer’s systems or working environment at the Site; for example, changes to the fabric of the building or changes to internal layout. Elliott shall be entitled to inspect the Site and perform additional works (at the Customer’s cost) required to ensure the 360° Service Items to which a Service relates continue to properly function.
15.4 All wiring and cable infrastructure, components, spares or refills required as part of the Service shall, unless otherwise agreed in the Hire Contract, or if spare parts and/or refills are included but required as a result of neglect, tampering, misuse or discharge of any 360° Service Items, shall be supplied by Elliott at the Customer’s cost and charged at Elliott’s standard rates.
15.5 All 360° Service Items shall be deemed to be complete, in good order and condition and to the Customer’s satisfaction unless notification of any defect is received by Elliott within 48 hours of the relevant 360° Service Item being delivered to Site.
15.6 To the extent Elliott is responsible under this Agreement for any malfunction, defect, failure or poor performance of the 360° Service Items or performance of the Services, Elliott’s liability shall be limited to repairing or replacing the 360° Service Items or relevant part or re-performing or completing the Service (as applicable).
15.7 Save as provided below, Elliott only warrants 360° Service Items to the extent of and subject to any limitations and exclusions (to the extent permitted at law) in any warranty provided to Elliott for the benefit of the Customer by the manufacturer or supplier for the relevant 360° Service Item.
15.8 If any 360° Service Item is sold by Elliott and purchased by the Customer (“Sale Item”) as stated in the Hire Contract, Elliott warrants that on delivery the 360° Service Item shall conform in all material respects with its description as supplied by Elliott and be free from material defects in design, material and workmanship.
15.9 Elliott shall not be liable for the 360° Service Item’s failure to comply with the warranty in clause 15.8 if:
(a) the Customer makes any further use of such 360° Service Item after giving a notice in accordance with clause 15.5;
(b) the defect arises because the Customer failed to follow Elliott’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the 360° Service Item or (if there are none) good trade practice;
(c) the Customer alters or repairs such 360° Service Item without the written consent of Elliott;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(e) the 360° Service Item differs from its description as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
(f) if the Customer fails to comply with any other applicable provision of this Agreement.
15.10 The terms of clause 15.7 to 15.9 shall apply to any repaired or replacement 360° Service Items supplied by Elliott under clause 15.6.
15.11 The price for Sale Items shall be the price set out in the Hire Contract. Elliott will invoice the Customer after completion of delivery and such invoice shall be paid in accordance with clause 6.10.
16. Notice of Accidents
If any Hired Equipment is involved in any accident resulting in injury to persons or damage to property (including the Hired Equipment), the Customer must immediately notify Elliott by telephone with confirmation in writing to email@example.com and entitled “Important Legal Notice of Accident”, and no admission, offer, promise of payment or indemnity shall be made by the Customer to any third party without Elliott’s consent in writing.
17. Compliance with Regulations and Third Party Rights
17.1 The Customer is solely responsible for applying for, obtaining and complying with all obligations imposed by any law, Act of Parliament, statutory instrument, statutory regulations, and all third party rights in relation to the delivery, loading, unloading, installation, use and removal of the Hired Equipment or Sale Item including all building regulations derived from the Building Act 1984, the Offices Shops and Railway Premises Act 1963, The Health and Safety at Work etc. Act 1974, the Town and Country Planning Acts, Regulatory Reform (Fire Safety) Order 2005 and all obligations and third party rights relating to the purposes for which the Hired Equipment or Sale Item is used, or to its condition, delivery, siting or removal. The Customer shall comply with all instructions issued by Elliott or any of its employees, agents or subcontractors.
17.2 The Customer shall not use the Hired Equipment for any unlawful purpose. 17.3 The Customer shall indemnify Elliott in full for all costs damages or losses howsoever caused arising out of or connected with the failure by the Customer to comply with this clause 17.
Elliott will only perform a variation on written instruction from the Customer and only after the Customer has agreed in writing any price variation notified by Elliott within seven days.
19. Title and risk
19.1 The Hired Equipment will at all times remain the property of Elliott and the Customer will have no right, title or interest in or to the Hired Equipment (except for the right to possession and use under this Agreement).
19.2 Elliott retains the right to affix a mark or plate on any Hired Equipment identifying it as Elliott’s property (or that of its subcontractors, suppliers or lessors) and the Customer shall not remove, deface or cover up the same.
19.3 The Customer shall not be permitted to affix any mark or plate on any Hired Equipment unless prior written authority has been given by Elliott. If such authority is given, the Customer will be responsible for the cost of rectification or reinstatement at the termination of the Hire Period. 19.4 The Customer shall ensure all Hired Equipment is safe at all times and without risk to health.
19.5 The risk of loss, theft, damage or destruction of the Hired Equipment will pass to the Customer from the delivery of such Hired Equipment to the Site and will remain at the sole risk of the Customer for the duration of the Hire Period and until the Hired Equipment is returned to the control of Elliott.
20. Limitation of liability 20.1 Without prejudice to clause 20.2, Elliott’s maximum aggregate liability for breach of the Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the aggregate amount received by Elliott by way of Hire Charges under this Agreement and the applicable Hire Contract during the 12 months prior to the occurrence of such cause.
20.2 Nothing in this Agreement shall exclude or in any way limit:
(a) either party’s liability for death or personal injury caused by its own negligence; or
(b) either party’s liability for fraud or fraudulent misrepresentation.
20.3 The Agreement sets forth the full extent of Elliott’s obligations and liabilities in respect of hiring of Hired Equipment, the provision of any Service and the sale of any Sale Item. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Elliott except as specifically stated in the Agreement. Any condition, warranty or other term concerning the Hired Equipment, Sale Item or any Service which might otherwise be implied into or incorporated within this Agreement, whether by statute, common law or
otherwise, is expressly excluded to the fullest extent permitted by law.
20.4 Without prejudice to clause 20.2, Elliott shall not be liable under this Agreement for any: loss of profit; loss of revenue; loss of business; or indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
20.5 If the Customer has any claim against Elliott under the Agreement the Customer must give notice to Elliott as soon as reasonably practicable after the claim first arises.
21. Specification and Copyright
21.1 The specifications, drawings, data, literature and statements as to dimensions, suitability, performance or otherwise issued by Elliott in connection with the Hired Equipment are offered in good faith but are intended to be approximate only and the Hired Equipment is supplied subject to no conditions nor shall it carry any guarantee or warranty as to dimensions, quality, fitness, performance or suitability.
21.2 The Customer is responsible for the correct selection of the Hired Equipment and while Elliott may supply drawings make recommendations or provide assistance, the Customer shall not rely on Elliott and shall rely solely on such expertise as may be available to the Customer from its own or other technical sources.
21.3 The copyright in drawings, data and literature relating to the Hired Equipment and Elliott’s goods and services shall remain the property of Elliott and such drawings, data and literature and Elliott’s manufacturing and operating techniques and its pricing shall not be disclosed or used except as necessary for the purpose of application and use by the Customer of the Hired Equipment and for compliance with this Agreement.
22. Force Majeure
Elliott shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control and, if Elliott is unable to perform for a period of four weeks, Elliott may terminate the Agreement or such part of the Agreement that relates to the affected Hired Equipment, Sale Item or Service (as applicable).
23. No assignment, sale or transfer by Customer
23.1 The Customer shall not, without the consent in writing of Elliott, assign its rights under the Agreement or subcontract any part of the performance of the Agreement. 23.2 The Customer shall not, without the consent in writing of Elliott, sell or offer for sale, assign, part with possession, or re-hire, mortgage, pledge or otherwise deal with the Hired Equipment and shall indemnify Elliott against all losses, damages, costs, charges and expenses that may result from the failure to comply with this clause 23.2.
23.3 The Customer will not remove the Hired Equipment from the Site without the authority of Elliott; such authority must be confirmed in writing prior to such movement taking place.
24. Repossession and indemnity
24.1 If the Customer is in breach of the Agreement then Elliott can repossess the Hired Equipment and terminate this Agreement.
24.2 The Customer shall indemnify and release Elliott against all claims, losses or liabilities whatsoever as a result of or in connection with Elliott taking possession of the Hired Equipment.
24.3 The Customer agrees that Elliott may at any time without notice enter the Customer’s premises or any other premises leased or otherwise occupied by the Customer in order to repossess the Hired Equipment pursuant to the Agreement.
25. On-Hire / cross-hire of Hired Equipment
25.1 Except as expressly agreed in the Hire Contract, the Customer must not on-hire or cross-hire the Hired Equipment to a third party without the prior written consent of Elliott, which Elliott may withhold in its absolute discretion, and any consent given by Elliott will be on the condition that the Customer protects Elliott’s title in the Hired Equipment in such manner as Elliott may reasonable require.
25.2 The on-hiring or cross-hiring of the Hired Equipment does not relieve the Customer from any liability or obligation under this Agreement. The Customer remains liable to Elliott for the acts and omissions of any sub-hirer or cross-hirer (as the case may be), and employees and agents of sub-hirer or cross-hirer as if they were the Customer’s acts or omissions.
25.3 The Customer shall indemnify Elliott for any claims made by or against, or costs losses or liabilities incurred by, Elliott as a result of any act or omission of the Customer, its employees, agents or contractors in connection with any on-hiring or cross-hiring (with or without Elliott’s consent) of the Hired Equipment.
26. Hired Equipment not for sale
The Hired Equipment is not for sale to the Customer.
27.1 The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Elliott, except as permitted by clause 27.2.
27.2 The Customer may disclose Elliott’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Customer’s obligations under the Agreement. The Customer shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses Elliott’s confidential information comply with this clause 27; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
27.3 The Customer shall not use Elliott’s confidential information for any purpose other than to perform its obligations under the Agreement.
27.4 For the purpose of this clause 27 “confidential information” means all information in respect of Elliott’s business and financing including, but not limited to, any ideas, business methods, finance, prices, financial marketing development or manpower, plans, drawings, market opportunities, product information, design rights, customer information, trade secrets, details, computer systems and software know-how on any medium and software listings of any party and other matters connected with the products or services manufactured, marketed, provided or obtained by Elliott.
28. Interpretation, Governing Law and Jurisdiction
28.1 These Standard Conditions of Hire shall be interpreted without reference to their headings. In the Agreement any reference to “include” “including” or “in particular” or any similar term shall be construed without limitation. A reference to a statute or statutory provision is a reference to it as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
28.2 The Agreement any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law. The Customer irrevocably submits to the exclusive jurisdiction of the English Courts.
29. Waiver and Amendment
A party’s failure or delay to exercise a power or right does not operate as a waiver of the power or right. A waiver is not effective unless in writing. The provisions of this Agreement will not be amended in any way unless agreed in writing between the parties.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this clause shall not affect the validity and enforceability of the rest of this Agreement.
31. Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Any written communication between the parties shall be effective and shall be sufficiently served if sent by letter whether delivered by pre-paid post, as an email or delivered by hand to the address of the other party as referred to in the Hire Contract and shall be deemed to have been received: if sent by post 2 working days after posting; if sent by email 1 business day after transmission; and if delivered by hand at the date of delivery.
33. Disputes 33.1
The parties shall attempt, in good faith, to resolve any dispute arising out of or in connection with this Agreement (“Dispute) promptly by negotiation which shall be conducted as follows: (a) if a Dispute arises in the opinion of either party, the party in question may give written notice to the other party that the dispute has arisen (“Dispute Notice”); (b) the Dispute shall be referred, by the referring party, first to the operational managers of each of the parties for resolution; and (c) if the Dispute cannot be resolved by the operational managers of the parties within 14 days after the Dispute has been referred to them, either party may refer the Dispute to the senior managers or directors for resolution.
33.2 If, within 28 days of the Dispute Notice, the parties have failed to agree on a resolution, either party may refer any Dispute for mediation.
33.3 Notwithstanding clause 33.2, or if and to the extent that the parties do not resolve any Dispute or any issue in the course of any mediation, either party may commence or continue court proceedings in respect of such unresolved Dispute or issue.
33.4 Nothing in this clause 33 shall prevent either party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required.
34. CONSUMER – THIS CLAUSE APPLIES TO CONSUMERS ONLY
34.1 Where the Customer is acting as a consumer under the Consumer Rights Act 2015 (a consumer is an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession), the terms of this Agreement shall only apply to the extent legally permitted.
34.2 Elliott does not exclude or limit its liability where it is unlawful to do so.
34.3 Elliott is responsible to a Customer for foreseeable loss and damage caused by Elliott. If Elliott fails to comply with this Agreement, it is responsible for loss or damage the Customer suffers that is a foreseeable result of Elliott not complying with this Agreement or arises from Elliott failing to use reasonable care and skill, but Elliott is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if Elliott and the Customer knew it might happen at the time the Agreement is made or it is obvious that it will happen.
34.4 Should any defect occur in the Hired Equipment, other than one for which the Customer is responsible, Elliott will at its option either, replace or repair the Hired Equipment (at no charge to the Customer) as soon as is reasonably practicable. Elliott shall not replace, repair or service any Hired Equipment until any outstanding Hire Charges have been paid in full and cleared funds. 34.5 For further information about your statutory rights and other legislation, contact your local authority Trading Standards Department or Citizens Advice Bureau.
34.6 LATE OR MISSED PAMENTS – Not making payments or paying late could have serious implications and may make it more difficult for you to obtain credit.
SALE TERMS & CONDITIONS - MODULAR BUILDINGS
ELLIOTT GROUP LIMITED
TERMS AND CONDITIONS OF SALE
Your attention is drawn in particular to Condition 8 which contains limitations on liability
2.1 The following definitions apply in these conditions.
2.2 “You” or “your” means the person, firm or company who purchases Goods from us.
2.3 “We”, “us” or “our” means Elliott Group Limited (registered in England and Wales with Company No. 147207).
2.4 “Contract” means any contract between us and you for the sale and purchase of the Goods, incorporating these conditions.
2.5 “Goods” means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them and any services rendered in respect of them).
2.6 1.2 References to delivery include installation and other related services where these are specified in our written acknowledgement of order as being included in the Contract, unless the context requires otherwise.
2.7 1.3 Condition headings do not affect the interpretation of these conditions.
2.8 1.4 A reference to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
APPLICATION OF TERMS
2.9 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any which you purport to apply under any document). No variation shall have effect unless expressly agreed in writing and signed by our authorised representative.
2.10 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out in the Contract.
2.11 Each order or acceptance of a quotation for Goods by you shall be deemed to be an offer by you to buy Goods subject to these conditions. Quotations and orders are subject to the availability of the Goods.
2.12 No order placed or acceptance of a quotation by you shall be deemed to be accepted by us until a written acknowledgement of order is issued by us or (if earlier) we deliver the Goods.
2.13 Once we have accepted your order you may not amend or cancel it or any part of it without our prior written consent and on terms acceptable to us, which may include you indemnifying us against any loss or costs that we incur.
2.14 The Contract is not subject to the obtaining of planning permission or any other consent in respect of the Goods, which shall be your sole responsibility.
3.1 The quantity and description of the Goods shall be as set out in our quotation or acknowledgement of order.
3.2 All samples, descriptions or illustrations are for illustrative purposes only. They shall not form part of the Contract. This is not a sale by sample.
3.3 You shall ensure that the terms of your order and any applicable specification are complete and accurate. You will give us any information that we request relating to the Goods in sufficient time to enable us to comply with our obligations under the Contract.
3.4 We reserve the right to make any changes in the specification of the Goods which do not materially affect their quality or performance.
3.5 Unless otherwise provided in our acknowledgement of order, you are responsible for preparing the site where the Goods are to be installed in accordance with our requirements; failure to do so prior to the delivery date will result in delay and additional costs. You must also ensure that access to and over the place of delivery is in every respect suitable for the vehicles and any other equipment that will be used to deliver, offload and install the Goods. You acknowledge that some damage may occur to your property in obtaining access and in effecting delivery, installation and/or those other services; we shall have no liability in respect of any such damage.
4.1 The price for the Goods shall be the price set out in our acknowledgement of order. The price shall be exclusive of any value added tax which you shall pay in addition when you are due to pay for the Goods.
4.2 Where delivery, installation and/or other services are included in the Contract, the prices for delivery of the Goods to the location stated in our order acknowledgment and the price for installation of the Goods at that location and/or the price for those other services are those prices stated in respect of them in our order acknowledgment.
4.3 We reserve the right, by giving you notice at any time before delivery of the Goods, to increase the price of the Goods to reflect any increase in our costs which is due to:
4.4 any factor beyond our reasonable control (such as but not limited to foreign exchange rate fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture);
4.5 any change in delivery date, quantities or specifications for the Goods which is requested by you and accepted by us; or
4.6 any delay in you providing us with information or not giving us adequate information or instruction.
5.1 We shall be entitled to invoice the full price on or any time after we deliver or are ready to deliver the Goods. Unless we agree otherwise in writing, payment is due in pounds sterling in cleared funds not later than 30 days after the date of our invoice.
5.2 Time for payment shall be of the essence.
5.3 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.4 If you fail to pay us any sum due pursuant to the Contract on the due date for payment, we shall be entitled, without prejudice to any other rights and remedies:
5.5 to charge, and you shall be liable to pay us, interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment; and
5.6 to appropriate any payment made by you to such of the Goods or to any other contract between you and us as we may determine, notwithstanding any purported appropriation by you.
6.1 Delivery shall take place as set out in our quotation or acknowledgement of order.
6.2 Any dates specified by us for delivery are intended to be an estimate; you shall not be entitled to make time of the essence by notice or otherwise. If no dates are specified, delivery shall be within a reasonable time. We may deliver in advance of the quoted date on giving you reasonable notice.
6.3 If for any reason you fail to accept delivery of any of the Goods, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences, authorisations or access or have not properly prepared the site:
a) risk in the Goods shall pass to you (including for loss or damage caused by our negligence);
b) the Goods shall be deemed to have been delivered by us for the purposes of the Contract;
c) you will be responsible for all costs, charges, expenses and liabilities arising including, but not limited to, the cost of taking the Goods away, the cost of storage and all costs in connection with their subsequent re-delivery and installation (in addition to the costs of the abortive delivery); and
d) without prejudice to any other rights and remedies that we might have, we shall be entitled to sell the Goods at the best price reasonably and readily obtainable and (after deducting all reasonable expenses in connection with storing and selling the Goods) account to you for any excess over the Contract price or charge you for the amount of any shortfall below that price.
6.4 We may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle you to repudiate or cancel any other Contract or instalment.
6.5 The delivery and installation services may be provided by our sub-contractors and will be provided by them to us under the standard terms and conditions of the Road Haulage Association and Contractors’ Plant Association respectively. In those circumstances those standard terms shall apply in respect of the Contract in respect of the transport and lifting operations as if they were set out in full in the Contract, provided that if and to the extent that there are any inconsistencies or conflicts between those standard terms and these conditions, these conditions shall prevail.
RISK AND TITLE
7.1 The Goods are at your risk from the time of delivery or the time when delivery should have taken place as stated in condition 6.3.
7.2 Ownership of the Goods shall not pass to you until we have received in full (in cleared funds) all sums due to us in respect of:
a) the Goods; and
b) all other sums which are or become due from you to us on any account.
7.3 Until ownership of the Goods has passed to you, you shall:
a) hold the Goods on a fiduciary basis as our bailee;
b) store the Goods (at no cost to us) so that they remain readily identifiable as our property;
c) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks. On request you shall produce the insurance policy; and
d) not sell or otherwise dispose of or deal with the Goods.
7.4 Your right to possession of the Goods shall terminate immediately if:
a) you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a formal or informal meeting of creditors, or enter into voluntary or compulsory liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
b) you suffer or allow any legal or equitable execution to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease trading; or
c) you pledge or in any way charge any of the Goods.
7.5 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.
7.6 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
QUALITY AND LIMITATION OF LIABILITY
8.1 The following provisions set out our entire liability to you in respect of:
a) any breach of the Contract;
b) any use made of the Goods; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 If there is any defect in the Goods we shall be given the opportunity to repair the defect or replace the Goods before you pursue any other remedy.
8.4 In respect of Goods located within mainland Britain, subject to condition 8.5 and the other provisions of these conditions, we will make good at our own cost defects in the Goods or the installation of them that are caused by defective materials or defective workmanship of which you give us notice within 12 months of the date of delivery. This shall be the full extent of our liability for any defect.
8.5 We shall not be liable for any defect, in any event, if:
a) you do not allow us to inspect the Goods that are alleged to be defective on reasonable notice; or
b) the defect arises because you failed to follow any instructions we have given relating to the Goods, their use or their maintenance and servicing or is caused by any misuse, misconnection or overloading of the Goods;
c) the defect is in respect of air conditioning or heating equipment and systems (these are supplied to us by third parties and our liability in respect of them shall be limited to and satisfied by us assigning to you any rights and warranties provided to us by the manufacturers);
d) you have not paid in full for the Goods; or
e) you alter or repair, or allow any person other than a person authorised by us, to alter or repair the Goods.
8.6 Nothing in these conditions excludes or limits our liability:
a) for death or personal injury caused by our negligence; or
b) under section 2(3), Consumer Protection Act 1987; or
c) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or
d) for fraud or fraudulent misrepresentation.
8.7 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.
8.8 We shall not be liable to you for loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation which arise out of or in connection with the Contract.
9.1 Where Goods are sold as non-prime (as stated in our acknowledgement of order) those Goods are sold in their actual state, as seen, without warranty and with all faults whether or not you have inspected the Goods prior to delivery. We will give you reasonable opportunity to inspect the Goods prior to purchase but the onus shall be on you to satisfy yourself as to the state and condition of the Goods.
9.2 In the case of non-prime Goods, condition 8.4 shall not apply.
10.1.1 We may terminate the Contract at any time prior to delivery if any of the events set out in condition 7.5 (a) or (b) occurs.
We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by you (without liability to you) and we will have no liability to you if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, breakdown of plant or equipment, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
12.1 Each of our rights or remedies under the Contract is without prejudice to any of our other rights or remedies whether under the Contract or not.
12.2 If any provision of the Contract is found by any court to be wholly or partly unenforceable it shall to the extent of such unenforceability be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.3 Failure or delay by us in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 You may not assign the Contract or any part of it without our prior written consent.
12.5 We may sub-contract all or any part of our obligations under the Contract.
12.6 You and we do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.7 The Contract shall be governed by English law and you and we submit to the exclusive jurisdiction of the English courts.
SALE TERMS & CONDITIONS - OTHER BUILDINGS
ELLIOTT GROUP LIMITED
TERMS AND CONDITIONS OF SALE
1.1 In these Conditions:
“Company” means ELLIOTT GROUP LIMITED whose registered office is at Manor Drive, Peterborough, PE4 7AP (registered number 147207) “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company
“Contract” means the contract for the purchase and sale of the Goods
“Customer” means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company
“Goods” means any materials equipment plant or services (including any instalment of the same or any parts for them) which the Company is to supply in accordance with these Conditions
“Handover” means as defined in clause 6.6
“Writing” includes telex cable facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
Basis of the sale
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Customer or any written order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customers own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed
2.5 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance or offer invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
Orders and specifications
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative
3.2 Acceptance of ordered is subject to the receipt of Satisfactory references
3.3 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms
3.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company)
3.5 Any descriptive specifications drawings particulars and dimensions submitted in connection with the Company’s quotations are approximate only. Descriptions and illustrations contained in catalogues price lists and other advertisement matter of the Company are only intended to present a general idea of the goods described therein and shall not form part of any contract. All drawings calculations and descriptive matter furnished by the Company to the Customer in connection with quotations remain the property of the Company and must not be copied and/or shown to any third party without the Company’s consent in writing.
3.6 If the Goods are to be manufactured or any process to be applied to the Goods by the Company in accordance with a specification submitted by the Customer the Customer shall indemnify the Company against all loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim or infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification
3.7 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Company’s specification which do not materially affect their quality or performance or when the components or materials stipulated are not readily available
3.8 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Company as a result of cancellation
3.9 Goods sold by the Company are where practicable submitted to standard tests before despatch. If other tests are required by the Customer these unless otherwise agreed must be made at the Company’s premises or at a place nominated by the Company and such tests shall be at the cost of the Customer. Any figures or particulars of performance given by the Company are based upon experience and are such as the Company would generally expect to obtain but the Company accepts no liability if such performance is not obtained in any particular case.
Price of the goods
4.1 The price of the Goods shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving notice to the Customer
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation currency regulation insurance overhead charges alteration of duties significant increase in the costs of labour materials or other costs of manufacture) any change in delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by any act omission or instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company and unless otherwise agreed in writing between the Customer and the Company all prices are given by the Company on an ex works basis and where the Company agrees to deliver the Goods otherwise than at the Company’s premises the Customer shall be liable to pay the Company’s charges for transport packaging installation and insurance.
4.4 The price is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to the Company.
4.5 Unless otherwise stated in the Company’s quotation all packing cases crates skids drums and other packing materials are non-returnable and chargeable.
Terms of payment
5.1 Subject to any special terms agreed in writing between the Customer and the Company the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
5.2 The Customer shall pay the price of the Goods within 14 days of the date of the Company’s invoice or the issue of interim valuations notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Customer
5.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer) and
5.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 4 per cent per annum above Barclays Bank base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
6.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. All unloading facilities required for delivery including any special equipment shall be provided by the Customer and at his own expense
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to delivery any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated
6.4 If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault and the Company is accordingly liable to the Customer the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) or similar goods to replace those not delivered over the price of the Goods
6.5 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:
6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract
6.6 When delivery of the Goods involved the Company working on the Customer’s premises in order to fit out a building forming part of the Goods then Practical Completion of the Contract or part of the Contract (“Handover”) shall occur upon the following:
6.6.1 acceptance of completion of the Goods on site by the Customer his employee or representatives
6.6.2 any of the Customer’s employees or invitees agents or representative entering the building storing materials or equipment in the building or carrying out any work whatsoever in the building
6.6.3 the Customer by his actions or delay prevents the Handover
6.6.4 the Company informing the Customer in writing of Handover whether or not the Customer has occupied the building
Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Customer:
7.1.1 in the case of Goods collected by the Customer from the Company’s premises, when the Goods leave the Company’s premises
7.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises at the time of the delivery or Handover or if the Customer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery or Handover of the Goods
7.2 Notwithstanding delivery and the passing of the risk in the Goods at any other provision of these Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due
7.3 Until such time as the property in the Goods passes to the Customer the Customer shall hold the goods at the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and in the case of tangible proceeds properly stored protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable
Erection of Goods
The Company’s quotation assumes that the site will be easy for access for all vehicles cranes tools materials and tackle necessary to carry out the installation and continuous performance of the work during the normal working hours. Access to site must be suitable for such vehicle transporting the Goods to enter the site. The Customer must provide suitable hardstanding for off-loading the Goods adjacent to the foundations. The Company is not responsible for any supporting structure or foundation work not designed and constructed by the Company and accepts no responsibility direct or indirect which may be incurred due to any insufficient or unsuitable structure or foundation. Where foundations are installed by the Customer, the Customer must accept responsibility for the accuracy of the setting out, dimensions, levels and where applicable, pockets and sole plate.
Limitations of liability
9.1 9.1.1 The Company shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Customer
9.1.2 The Company shall be under no liability in respect of any defect arising from fair wear and tear willful damage negligence abnormal working conditions failure to follow the Company’s instructions (whether oral or in writing) misuse or alteration modification adjustments or repair of the Goods or to the use of the Goods without the Company’s written approval
9.2 Where the Goods are used second hand or reconditioned they are sold as seen and approved by the Customer and the Company does not in any way warrant such goods to be fit for any particular purpose express or implied
9.3 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
9.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements order 1976) the statutory rights of the Customer are not affected by these Conditions
9.5 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company immediately upon delivery or (where the defect or failure was not apparent on inspection or upon delivery) immediately upon discovery of the defect or failure. If delivery is not refused and the Customer does not notify the Company accordingly the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion refund to the Customer the price of the Goods (or a proportionate part of the price) but the Company shall have no further liability to the Customer
9.7 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except as expressly provided in these Conditions
9.8 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:
9.8.1 Act of God explosion flood tempest fire nuclear fall-out or accident
9.8.2 War or threat of war sabotage insurrection civil disturbance or requisition
9.8.3 Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority
9.8.4 Strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party)
9.8.5 Difficulties in obtaining supplies of the Goods raw materials labour fuel parts or machinery (whether involving the Company or a third party)
9.8.6 Power failure or breakdown in machinery
9.9 Whilst the Company endeavours to ensure the Goods are not affected by patent copyright design trade mark or other industrial or intellectual property rights of any other person the Company does not warrant that they do not infringe such patent design trade mark or other industrial or intellectual property rights and shall not be responsible for any damage penalties costs and expenses suffered by any person by reason of such infringement.
Insolvency of buyer
This clause applies if
10.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or
10.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or
10.1.3 the Customer ceases or threatens to cease to carry on business or
10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
10.2 If this clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
Immediately upon Handover responsibility for insuring against fire storm flood and theft lies with the Customer and is to include all of the Company’s materials on site where the Company undertakes to carry out work to provide services of any kind on premises other than their own. The Company shall be under no liability whatsoever for any loss or damage occasioned to the Customer his contractors servants employees invitees or otherwise arising from any cause connected in any way with the execution of such works or provision of such services and the Customer shall indemnify the Company against any claim by third parties.
Health and Safety
Where the Goods are supplied to the Customer’s specification or design the Customer shall be responsible for ensuring that so far as is reasonably practicable the Goods are so designed as to be safe and without risk to health when properly used that such testing and examination is carried out as may be necessary for ensuring that the Goods are so designed and that adequate information will be available in connection with the use of the Goods at work about the use for which they are designed and have been tested and about any condition necessary to ensure that when put to that use the goods will be safe and without risk to health and the Customer shall indemnify the Company against any claims which may be made against the Company whether under the Health and Safety at Work Act 1974 or the regulations made thereunder or otherwise arising out of any failure on the part of the Customer to carry out the foregoing responsibilities of the Customer and for all costs and expenses incurred by the Company in dealing with any such claims and rectifying any defects in the goods.
Statutory and Local Government Regulations
Acceptance of this quotation constitutes a warranty and representation by the Customer that he has complied with every applicable statute order or council regulation or direction bye law or other lawful requirement or instruction whether of the Government or any local or other lawful authority and in particular that he has lawfully obtained every necessary licence permit or authority that may be required in connection with the work
14.1 The Company is a member of a group of companies and accordingly the Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
14.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
14.4 If any provision of these Conditions held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby
14.5 All disputes arising out of or in connection with this present Agreement including those considered such by only one of the parties shall be determined by an independent Chartered Surveyor to be nominated by the Company and the Customer or (if they fail to agree on a nomination) by the President for the time being of The Royal Institute of Chartered Surveyors in England and Wales on the application of either party. Such Surveyor (whose fees shall be borne equally by the parties) shall act as an expert and not as an arbitrator and his determination shall be final and binding on both the parties hereto
14.6 The Contract shall be governed and be construed in accordance with the laws of England for the time being in force and be subject to the non-exclusive jurisdiction of the English courts.
SUB-CONTRACTOR CODE OF PRACTICE
WEBSITE TERMS & CONDITIONS
Thank you for accessing this Website https://www.elliottuk.com Please read these User Conditions before using this site which is operated by the Elliott Group Limited whose registered office is at Manor Drive, Peterborough, PE4 7AP. (registered with company number 147207). We operate this site for the purpose of promoting the services supplied by us. By using this site, you signify your acceptance of these conditions in return for which we will provide you with access. From time to time we may modify the conditions so please continue to review the conditions of use whenever accessing or using this site. If at any time you do not wish to accept these conditions then you may not use this site.
Whilst we take steps to ensure the accuracy of the information accessed via this site, we cannot guarantee or give any warranty as to the accuracy, timeliness or completeness of any information or material appearing on it. We have no responsibility for content provided by third parties and are merely providing access to such content to you. We have no obligation to verify the content of such information nor to edit any such information provided by third parties. We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any third party details and you acknowledge that any reliance on such information will be at your own risk.
This site and all materials, text, code, content, software, videos, music, sound, graphics, photographs, illustrations, artwork, photographs, names, logos, marks, formats, files, graphics, devices and links contained in it or linked to it (together “Content”) are protected by copyright, trademarks and other rights of intellectual property owned by us or licensed to us. Anyone accessing this site is entitled to view any part of it. However, the Content must not be used nor reproduced (in whole or part) for any other purpose including on or in connection another website or publication or for direct commercial gain. Furthermore, any links to this site must be notified to and approved by us before they are created or steps are taken to create the same.
This site and its content are provided “as is” excluding warranties of any kind, either express or implied, to the fullest extent permissible under applicable law. We accept no liability for functions contained on the site and make no warranty that the site will operate uninterrupted or error-free or that any defect will be corrected. We do not warrant that the site is compatible with your computer equipment or that the site or its server is free of errors, viruses, worms or “Trojan horses” and we shall not be liable for any damage you may suffer as a result of such destructive features.
LIMITATION OF LIABILITY
You acknowledge that your use of this site and its content is at your own risk. If you are dissatisfied with this site or have any suggestions for improving the site, please contact us at firstname.lastname@example.org Except for liability which we cannot by law restrict or exclude, we shall have no liability to you or any third party for any direct, indirect or consequential damages (including loss of profits), or any other damages of any kind whether based on warranty, contract, tort (including negligence) or otherwise. Applicable law may not allow the limitation or exclusion of liability of certain damages, so this limitation or exclusion may not apply to you in its entirety.
LOCAL LAWS AND REGULATIONS
This site is not directed at persons in a jurisdiction where for any reason the site’s publication or availability is prohibited and any person for whom such a prohibition applies must not access the site. Those who access the site do so on their own initiative and are responsible for compliance with applicable local laws or regulations.
This statement sets out our policy in relation to the holding and using of information, which we may obtain from you when you contact us via the website. If you have opted to provide us with personal information about you we may, in addition to using it to process any query placed by you, use this information to contact you by email telephone or post to provide you with details about our products or services or any other information which we believe may be of interest to you.
It is intended that by providing personal information about yourself to us you consent to their use for the above purposes. It is intended that any consent given above will benefit any purchaser of our business. If, at any time in the future you would like us to stop using your details for any of the above purposes please email us at email@example.com
Validity of Provisions and Remedies
If any provision of these conditions is or becomes invalid or contravenes applicable regulations then the remaining provisions will not be affected.
No waiver by us of any breach of these conditions shall constitute a waiver of any other breach. No failure by us to exercise any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.
Links to the Site
Websites or pages to which this site is linked (other than other websites operated by us) are for information only and have not been reviewed by us. We have no responsibility for the content of such websites or pages and accept no liability for any losses whatsoever that may be incurred as a result of any linking to the same.
GOVERNING LAW AND JURISDICTION
These conditions are governed by the laws of England.
GENERATOR TERMS & CONDITIONS OF HIRE
These Additional Terms and Conditions for Generator Hire (“Generator Conditions”) form part of and shall be subject to Elliott’s Conditions of Hire which can be found at www.elliottuk.com/conditions-hire. The Generator Conditions relate only to the hire of generators, hybrid power solutions, related cables, distribution boards (Power Equipment), fuel tanks (Fuel Tank) and fuel management services (Fuel Management Option) (each including in the definition of Equipment). In the event of any inconsistency between these Generator Conditions and the Conditions, these Generator Conditions shall prevail.
I) Hire Charges for Power Equipment and Fuel Tanks are inclusive of standard Site servicing in accordance with the Owner’s programme for servicing and will normally be made Monday to Friday between 0800 to 1700 (excluding bank and public holidays at the relevant Site or any period during the annual Christmas shutdown (normally Christmas Eve and the day after New Years’ Day (bank and public holidays permitting).. Full 24-hour support may be available at additional cost subject to agreement in writing by the Owner and subject to any other terms and conditions notified by the Owner.
II) Unless otherwise stated in the quotation and the relevant Order, the minimum Period of Hire of Power Equipment and/or Fuel Tanks is 5 working days and subject to a maximum usage of 50 hours, with excess hours chargeable at any time following the end of the original Period of Hire and to be paid on demand.
III) If the parties have agreed in the writing the Hirer may operate the Power Equipment and Fuel Tanks for an unlimited number of hours (“Unlimited Generator Hours”) the Hirer shall operate the Power Equipment and Fuel Tanks in accordance with the manufacturers operating manual including any restrictions on operation stated therein. If the ‘Unlimited Generator Hours’ option is not specified in the Order the Hirer will be charged for any use in excess of 50 hours. Evidence of the excess use will be provided on request. The ‘Unlimited Generator Hours’ option can be requested at any point during the hire period subject to availability and agreement in writing by the Owner.
IV) In the event of cancellation, delay or postponement prior to delivery of any Power Equipment, Fuel Tanks or Fuel supply, the Hirer must give not less than 24 hours’ notice and should be notified before 12pm noon. An abortive charge including but not limited to delivery, transport and storage charges will be applied where 24 hours’ notice is not provided.
V) Fuel Tanks are delivered with a full tank of Fuel. Where the Fuel Management Option is not taken any Fuel remaining in the Fuel Tank will be credited on return at the Owner’s usual rates.
VI) If the Hirer has opted for the Fuel Management Option the Owner shall use reasonable endeavours to provide such service in accordance with the levels stated in the Order and the terms of the Contract.
VII) All Fuel Equipment is supplied with full Fuel tank and fuel used is chargeable unless otherwise agreed. The Owner’s current fuel charges are as follows
a. Fuel tank top-up will be charged at £POA litre. Evidence will be provided on request.
b. Contaminated Fuel will be charged at £POA litre. Evidence will be provided on request.
c. Bulk Fuel supplies (>1000 litres) and Fuel Management Option will be charged at £POA litre.
d. Due to the volatility in world oil prices the Owner reserves the right to charge transport and fuel rates at its prevailing rates at any time during the Period of Hire.
VIII) The Fuel to be provided as part of the Contract is Class A2 Gasoil (and references to “Fuel” shall be construed accordingly).
IX) Where a Site survey has not been carried out or Site conditions or lay out change after the Site survey; any specialist requirements that have not been identified or advised, and any deviations from the Quotation may be chargeable by the Owner to the Supplier and paid on demand.
These may include but are not limited to:
a. The repositioning of the generator/s due to proximity to a water course (within 10m) that was not advised at enquiry stage.
b. The repositioning of the generator/s due to a restricted Site that was not advised at enquiry stage.
c. Any additional materials required as a result of a or b.
X) If the Hirer does not want the Owner to automatically top up Fuel Tanks with Fuel, it must notify the Hirer of this in writing at least 24 hours in advance.
XI) The Hirer agrees that it will not, and will not permit any third party to, deposit any fuel or other liquid or material into the Fuel Tanks without the prior agreement of the Owner.
XII) The parties agree that the Owner can have no liability for the quality of Fuel stored in the Fuel Tanks where liquids or materials other than Fuel supplied by the Owner has been deposited into the Fuel Tanks.
XIII) The Owner will notify the Hirer of its proposed delivery of Fuel and the Hirer will allow the Owner reasonable access to allow it to deliver the Fuel and within 30 minutes of arrival at Site. Deliveries of Fuel will normally be made Monday to Friday between 0800 to 1700 (excluding bank and public holidays at the relevant Site or any period during the annual Christmas shutdown (normally Christmas Eve and the day after New Years’ Day (bank and public holidays permitting).
XIV) Risk of loss of or damage to the Fuel shall pass to the Hirer once the Fuel has passed into the Hirer’s storage tanks.
XV) The Hirer agrees that the Fuel provided as part of the Fuel Management Option is not permitted to be used for use in road vehicles and it agrees that it will not use such Fuel (or permit such Fuel to be used) for road use and that it will indemnify the Owner and keep the Owner fully indemnified against any losses, damages, claims, penalties or fines which are suffered or incurred by the Owner arising out of or in connection with the Hirer’s misuse of the Fuel.
XVI) The Hirer shall only use Fuel Tanks in accordance with the Owner’s written instructions and the Hirer agrees that it will indemnify the Owner and keep the Owner fully indemnified against any losses, damages, claims, penalties or fines which are suffered or incurred by the Owner arising out of or in connection with any issues, damage to, misuse or failure of the Fuel Tanks which is not as a result of an act or omission of the Owner.
XVII) A quotation for Power Equipment, Fuel Tanks and Fuel Management Option is valid for acceptance for 30 days from the date on the quotation (See below for return confirmation).
ADDITIONAL TERMS AND CONDITIONS FOR KITCHEN AND CATERING EQUIPMENT HIRE
These Additional Terms and Conditions for Kitchen and Catering Equipment Hire (“Kitchen and Catering Conditions”) apply in addition to Elliott’s Conditions of Hire which can be found at http://www.elliottuk.com/conditions-hire for any hire of Kitchen Equipment and form part of and are incorporated into Elliott Conditions of Hire.
Minimum Hire Period
1.1 The Customer or Elliott may terminate the Hire Contract by notice in writing to the other of not less than the duration specified below, any such notice to expire on the last day of the Minimum Hire Period or any day thereafter:-
Minimum Hire PeriodNoticeMinimum Hire PeriodNotice
1 month1 week3 months2 weeks
6 months3 weeks12 months4 weeks
24 months12 weeks36 months26 weeks
Connection of Mains Services
2.1 Connection and disconnection of services on Site is must be performed by a competent engineer in accordance with the service requirements outlined by Elliott.
2.2 Gas equipment must be installed by a Gas Safe registered engineer. All gas fired catering equipment should be installed in accordance with current gas regulations.
2.3 Customer to ensure that all pipe work is sufficiently protected to prevent any form of damage including cold weather. Any damage caused as a result of this not being carried out will be chargeable.
2.4 Customer to ensure that all pipe work is sufficiently protected to prevent any form of damage including cold weather. Any damage caused as a result of this not being carried out will be chargeable.
2.5 Customer to supply water pressure to 1.5 bar (where applicable). Please consult Elliott if unsure or require clarification.
2.6 Customer to supply a working gas pressure of 28mbar for a LPG supply and 21mbar for a NAT supply (where applicable). Please consult Elliott if unsure or require clarification.
2.7 No refund is available on any LP Gas Cylinders whether used or unused due to Gas Health and Safety regulations. You must re-order gas through Elliott, to do this please contact the Elliott ordering office.
Maintenance, Care and Alterations
Kitchen Equipment means the kitchen and catering equipment, and any equipment ancillary thereto, listed in the quotation provided by Elliott to the Customer.
3.1 The quotation does not include for the provision of fire alarms, fire extinguishers, fire doors, emergency lighting or security systems.
3.2 It is the responsibility of the Customer to undertake a fire risk assessment for the portable facility provided by Elliott.
3.3 Fire suppression testing must be carried out every 6 months and is excluded from the quotation unless otherwise agreed. Please contact the Elliott ordering office for more information.
3.4 The Customer shall use the Kitchen Equipment in a skillful and proper manner and in accordance with any operating instructions issued with the Kitchen Equipment and shall ensure that the Kitchen Equipment are operated and used by properly skilled and trained personnel. The Customer shall be responsible for maintaining the Kitchen Equipment in the same condition as on the date of its delivery and for returning the Kitchen Equipment at the expiry of the Hire Period in a good and clean condition (fair wear and tear excepted). If Elliott in its absolute discretion shall consider that the Kitchen Equipment shall require cleaning at any time while it is on hire to the Customer in order to ensure its efficient operation or its continued efficient operation, Elliott shall be entitled to clean the Kitchen Equipment and charge the cost of so doing to the Customer.
3.5 If at any time during the Hire Period any item of the Kitchen Equipment is lost or damaged the Customer shall be responsible for the full cost of replacement or repair of such item of the Kitchen Equipment. In addition, the Customer shall be responsible for the replacement of all consumable items such as dishwasher salts, water softeners, calcium treatment units, slicer blades and light bulbs. In the case of damage to the Kitchen Equipment Elliott shall be entitled in its absolute discretion to determine whether the damage shall be made good by repair or the damaged item of the Kitchen Equipment shall be replaced.
3.6 No alteration or modification will be carried out to the Kitchen Equipment without the prior consent in writing of Elliott.
3.7 Nothing may be affixed to either the interior or exterior walls of the cabin or portable building housing or forming part of the Kitchen Equipment.
3.8 In the event of any item of the Kitchen Equipment malfunctioning, the Customer will inform Elliott at the earliest possible opportunity.
3.9 If in the opinion of Elliott any malfunction of the Kitchen Equipment is caused by misuse, neglect or malicious vandalism, scaled water, impact damage or broken knobs or frets the cost of repairs, as well as a call out charge at Elliott’s then-applicable rates, will be charged to the Customer. If in the opinion of Elliott, the malfunction of the Kitchen Equipment is caused by incorrect usage, insufficient gas or electrical supply, inadequate water treatment or any other problem unrelated to the Kitchen Equipment, Elliott will charge the Customer a full call-out charge at the then applicable rates, including all transport charges.
3.10 In times of severe weather, precautions should be taken by the Customer to avoid frost, flood, wind, hail or storm damage. Elliott recommends that the unit be drained down or kept heated overnight at such times. Damage caused by frost is the responsibility of the Customer.
3.11 Under no circumstances may the Customer remove any Kitchen Equipment or part thereof from the cabin or portable building supplied by Elliott. No cooking equipment connected to a supply of water, electricity or gas, other than equipment supplied by Elliott, may be used within any portable kitchen supplied by Elliott unless agreed in advance in writing by Elliott.
3.12 The Customer shall be responsible for ensuring compliance with any applicable rules or regulations relating to health or safety at work and shall take such steps (including compliance with all safety and usage instructions provided by Elliott) as may be necessary to ensure, so far as is reasonably practicable, that the Kitchen Equipment are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work. In particular, if it is necessary or prudent for fire extinguishers to be available at the Site within the cabin or portable building supplied by Elliott, the Customer shall be responsible for supplying them.
3.13 Should any fixed or loose item of the Kitchen Equipment e.g. keys, sink plugs etc. not be returned with the Kitchen Equipment at the expiry of the Hire Period then rental will be charged on that item until it is either returned to the Customer or payment for the item is received by Elliott. The minimum hire charge for such items will be £20 plus £1 per item per day.
3.14 Where a Combination Oven and Calcium Treatment Unit (CTU) are on hire, it is the responsibility of the Customer to ensure regular checks are carried out to monitor the effectiveness of the CTU and to order replacement units when necessary in a timely manner, by ringing the Elliott ordering office.
4.1 The Customer shall fully clean down the Kitchen Equipment each day during the Hire Period as is mandatory for hygienic catering practice.
4.2 At the expiry of the Hire Period and prior to the collection of the Kitchen Equipment by Elliott the Customer will deep clean the Kitchen Equipment so that the Customer returns the Kitchen Equipment to Elliott in the same condition, fair wear and tear excepted, and standard of cleanliness as it was in when supplied by Elliott. Elliott will be entitled to charge up to £500.00 for each unit and £50.00 for each item of catering equipment received at Elliott’s premises that has not undergone a deep clean.
4.3 Due to the nature of cold storage, Elliott does not cover the contents of refrigeration equipment therefore risks should be covered in the normal way.