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PREMIER PITCHES LIMITED - STANDARD TERMS & CONDITIONS

1. DEFINITIONS

In these Conditions:

"Contractor" means Premier Pitches Limited;

"Client" means the person named as such in the Quotation;

"Contract Price" means the price payable by the Client to the Contractor for the Works, as varied in accordance with these conditions;

“Rates” means prices for individual items and services that make up the contract price;

"Quotation" means the Contractor's Official Quotation referring to these Conditions;

"Works" means the Works, Goods and Services as described in the Quotation.

“Goods” means the materials that are ordered by the Client or that are required to complete the Works described in the quotation.

2. CONTRACT FORMATION

Acceptance of the Contractor's Quotation by the Client constitutes a Contract for the Contractor to carry out the Works in accordance with these Conditions and all terms and conditions inconsistent with these Conditions are excluded.

3. GENERAL OBLIGATIONS

3.1             The Contractor will exercise reasonable skill and care in the performance of the Works.

3.2             The Client will give the Contractor access to its premises and make all the arrangement reasonably required by the Contractor (without charge), including access to mains water and power supply, to enable it to carry out and complete the Works without interference by the Client, by other contractors of the Client or by any third parties with access to the working location.

3.3             The Contractor will take every reasonable precaution to minimise damage to the ground whilst working with vehicles and plant machinery. The Client must accept that if there is minor damage under these circumstances that it is not the responsibility of the Contractor to finance the repairs.

4. VARIATION

4.1             If the Client wishes to vary any of the Works it will inform the Contractor who will, as soon as practicable, notify the Client of the estimated cost of the variation and the effect on the Contract period.

4.2             Unless the Client withdraws its request for a variation when it receives the Contractor's estimate, the Contract Price will be adjusted in accordance with the Contractor's estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the Works shall be agreed.

4.3             If a variation is made orally, either the Contractor or the Client will confirm it in writing within 3 working days.

4.4             The Contractor will notify the Client if it encounters any difficulties which it could not have reasonably foreseen when submitting the Quotation and in those circumstances, a fair and reasonable adjustment to the Contract Price and/or Contract period will be made.

Unforeseen encounters include (but are not exclusive to) the following:

                             a. Changing weather conditions preventing or restricting working hours

                             b. Damage to undetectable underground services if not shown on service maps provided by the Client

                             c. Any rock, running sand, bog or other harmful materials or obstructions not previously notified

                             d. Delays caused by other contractors on the clients premises

                             e. Delays caused by theft or damage to plant machinery or materials by a third party.

4.5             The Contractor reserves the right not to comply with any requests for a variation which would increase the value of the Works by more than 25% of the original Contract Price.

5. QUOTATIONS, CONTRACT PRICE & PAYMENT

5.1             All prices advertised, in the price list and on quotations are exclusive of Value Added Tax. 

5.2             The Contract Price is stated in the Quotation and it may be varied in accordance with these Conditions.

5.3             Any quotation is made at prices applicable to the quantity or type of service specified. In the event of the whole order as quoted not being placed with the Contractor, they reserve the right to revise the price in respect to the quantity or type of service actually supplied.

5.4             The Contractor reserves the right to revise the Rates stated in the Quotation consequent after 60 days of the Quotation being made or upon any increase in the costs of materials, goods, services, transport or other unforeseen contingencies.

5.5             The Rates and Contract Price are based on the assumption that the soil and site conditions are as notified to the Contractor before the date of the Quotation.

5.6             The Client shall pay the Contractor the Contract Price in accordance with the payment terms in the Quotation.

5.7             Title to Works or Goods shall not pass to the Client until payment (including any interest due) has been made for those Works or Goods in full. Furthermore, where applicable, the Contractor reserves the right to reclaim the Works or Goods where full payment has not been received within the agreed payment terms.

5.8             Late payment entitles the Contractor to interest at 3% above the prevailing Bank of England Base Rate from the due date until the date of actual payment.

5.9             Unless otherwise stated accounts are payable within 30 days of invoice date.

6. GOODS

6.1             Once any Goods have been delivered to a site as specified by the Client they become the responsibility of the Client. The Contractor is not responsible for any loss, damage or pilfering or extra expense caused by such losses after the delivery of Goods to site.

6.2             The risk in Goods and materials passes onto the Client at the point of delivery or collection (whichever is earlier) but the good shall remain the sole and absolute property of the Contractor as legal owner until the Client has paid the Invoice in full as per clause 5.7.

7. INSURANCE

7.1             The Contractor shall take out and maintain the following insurances (except as otherwise agreed or stated in the Quotation):

                   • Public Liability Insurance for £5,000,000.

                   • Employer's Liability Insurance £10,000,000.

7.2             The Contractor will provide the Client upon request during the Contract period evidence that the insurances are in place.

8. SUSPENSION OF WORK

8.1             The Contractor will be entitled to suspend work for the following eventualities:-

-                  Until payment in full is received for any interim invoices submitted in accordance with the payment terms specific to the Client.

-                  A winding up order being issued or a resolution passed against the Client.

-                  Any termination or suspension shall be made without prejudice to any payment claim the Contractor may have.

-                  The Contractor will be entitled to full payment as specified in the quotation for Works completed and materials supplied up to the date of the suspension.

9. HANDOVER & DEFECTS LIABILITY

9.1             The Contractor will give the Client notice of its intention to hand over the Works and give the Client the opportunity to inspect the Works prior to handover. The Contractor will confirm the date of handover to the Client. Any defects must be notified to the Contractor at this point. Responsibility will lie solely with the Contractor to remedy the defects within an agreed timeframe.

9.2             The Contractor will not be responsible for remedying defects in the Works that are notified after the handover, unless otherwise stated in a revised works contract. In which case, these must be promptly notified to the Contractor by the Client, who will give the Contractor full access to carry out any remedial works.

9.3             The Contractor will have no liability to the Client, in contract or in tort, for any indirect or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit. The sole responsibility of the Contractor will be to remedy defects for which it is responsible and which are notified to it during the handover.

10. TERMINATION

10.1           The Contractor may give notice to terminate the Contract if the Client fails to make any payment becoming due within 30 days of the due date or commits any other material breach of the Contract.

10.2           The Client may give notice to terminate the Contract if the Contractor commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 30 days of being requested to do so in writing.

10.3           Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.

10.4           Termination will not affect the accrued rights and liabilities of the parties at the termination date.

11. GENERAL

11.1 Notices

All notices shall be in writing and effective when delivered to the address for service of the recipient as shown on the Quotation, or to another address of which notice has been given under this clause. Notices sent by post shall be treated as delivered 2 working days after posting.

11.2 Assignment

Neither party will assign any of its rights or obligations under the Contract without the prior written consent of the other.

11.3 Force Majeure

The Contractor shall not be liable in the event that completion of Works or delivery of Goods is prevented or delayed for any cause beyond the Contractors reasonable control of the force majeure or unavailability of supplies.

11.4 Disputes

Every dispute shall be finally determined by the courts of England.

11.5 Governing Law

The Contract shall be governed by the laws of England.

11.6 Entire Agreement

The Quotation and these Conditions constitute the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the Works or Goods.

 

PREMIER PITCHES LIMITED - STANDARD TERMS & CONDITIONS – MAINTENANCE CONTRACTS

1. DEFINITIONS

In these terms and conditions:

"Client" means the person named as such in the Quotation;

"Construction Act means the Housing Grants, Construction and Regeneration Act 1996 (as amended);

"Contractor" means Premier Pitches Limited;

"Contract Price" means the price payable by the Client to the Contractor for the Services, as varied in accordance with these terms and conditions;

“Goods and Material” means the goods and materials that are required to carry out and/or complete the Services.

“Parties” means the Contractor and the Client;

"Pitch” means the pitch or pitches subject of the Services as more particularly described in the Quotation;

"Quotation" means the Contractor's official quotation referring to these terms and conditions;

“Rates” means prices for individual items and services that make up the Contract Price;

"Scheme" means the Scheme for Construction Contracts for the time being in place under the Construction Act;

"Services" means the services as described in the Quotation (as may be varied in accordance with these terms and conditions);

"Site Conditions" means any existing site services (including irrigation and drainage systems), any site, soil or ground conditions (including in respect of the construction of the Pitch) or any rock, running sand, bog or other harmful materials or natural or artificial obstructions at (or relating to) the site.

2. CONTRACT FORMATION

2.1       These terms and conditions together with the Quotation shall form the agreement made between the Contractor and the Client ("Agreement").

2.2       This Agreement sets out the entire agreement and understanding between the Parties in relation to the subject matter. Where the Contractor has agreed to provide Services, the Client agrees that these terms and conditions apply to the provision of those Services.

2.3       In the event of conflict between these terms and conditions and the Quotation, these terms and conditions shall prevail.

2.4       This Agreement shall commence on the date of the Client returning the signed Quotation to the Contractor or the date of commencement of the Services, whichever is earlier.

3. GENERAL OBLIGATIONS

3.1       The Contractor will exercise reasonable skill and care in the performance of the Services.

3.2       The Contractor will take every reasonable precaution to minimise damage to the ground whilst working with vehicles and plant machinery. The Client must accept that if there is minor damage under these circumstances that it is not the responsibility of the Contractor to finance the repairs.

3.3       The Client will give the Contractor access to its premises and make all the arrangement reasonably required by the Contractor (without charge), including access to mains water and power supply, to enable it to carry out and complete the Services without interference by the Client, by other contractors of the Client or by any third parties with access to the working location. 

3.4       The Client shall:

                    a.  provide the facilities and equipment as set out in the Quotation;

                    b.  be fully responsible for the matters and/or items which are stated to be his responsibility in the Quotation,

                          and the Contractor shall have no responsibility whatsoever for the same.

3.5       Where the Client is in breach of clause 3.3 or clause 3.4 and such breach delays the Contractor in carrying out the Services, the Contractor shall be entitled to levy a wasted time charge calculated on the basis of £250 per man per day.    

3.6       Unless otherwise stated in the Quotation, an initial renovation grow-in period of a minimum of 8 weeks (or such other period as is set out in the Quotation) is required for the Pitch following any end of season renovation works. During such period, the Pitch may not be accessed or used by any person (other than the Contractor) without the Contractor's consent. Where any third party (including the Client) is in default of this clause, this shall be a default for the purposes of clause 3.7.

3.7       The Contractor shall have no liability for any failure to provide the Services in accordance with this Agreement (including any programme) as a result of any delay or default by a third party (including the Client).

4. VARIATION

4.1       If the Client wishes to vary any of the Services it will inform the Contractor who will, as soon as practicable, notify the Client of the estimated cost of the variation and the effect on the programme for providing the Services ("Estimate").

4.2       Unless the Client withdraws its request for a variation when it receives the Estimate, the Contract Price will be adjusted in accordance with the Estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the Services shall be agreed.

4.3       If a variation is made orally, either the Contractor or the Client will confirm it in writing within 3 working days. The Contractor shall not be obliged to comply with any variation unless and until the Estimate or any consequential adjustments to the Contract Price (and the time for completion of the Services) have been agreed between the Parties. 

4.4       The Contractor will notify the Client if it encounters any difficulties in providing the Services which it could not have reasonably foreseen by the Contractor at the time of submitting the Quotation ("Unforeseen Difficulties"). In those circumstances, the Contractor shall provide to the Client an Estimate and the Contractor shall be entitled to a fair and reasonable adjustment to the Contract Price and/or the period for the provision of the Services (calculated based on the Estimate) on account of such Unforeseen Difficulties.  

Unforeseen Difficulties include (but are not limited to) the following:

                   a. Weather conditions preventing or restricting working hours;

b. The discovery of damage to undetectable underground services if not shown on service maps provided by the Client;

c. The discovery of any (or differing) Site Conditions not previously notified / identified;

                   d. Delays caused by other contractors on the Client's premises;

                   e. Delays caused by theft or damage to plant machinery or materials by a third party;

                   f. Force majeure and/or Acts of God;

                   g. A default to which clause 3.6 applies;

                   h. Delay or default by (or an act, omission or impediment of) any third party (including the Client).               

4.5       The Contractor reserves the right not to comply with any requests for a variation which would increase the value of the Services by more than 25% of the original Contract Price.

5. QUOTATIONS, CONTRACT PRICE & PAYMENT

5.1       All prices in this Agreement, in the price list and on the Quotation are exclusive of Value Added Tax. 

5.2       The Contract Price is stated in the Quotation and it may be varied in accordance with this Agreement.

5.3       Any Quotation is made at prices applicable to the quantity or type of service specified. The Contractor may have benefitted from economies of scale (including volume discounts) in pricing a Quotation. In the event of the whole order as quoted not being placed with the Contractor, the Contractor reserves the right to revise the Contract Price in respect to the quantity or type of service actually supplied.

5.4       Until this Agreement commences pursuant to clause 2.4, the Contractor reserves the right to revise the Quotation and/or the Rates stated in the Quotation to take into account any increase in the costs of Goods and Materials, services, transport or other unforeseen contingencies.

5.5       The Contractor has prepared the Quotation based on the information provided to it by the Client in respect of the Site Conditions. Where no (or insufficient) information has been provided, the Contractor has prepared the Quotation on basis that the Site Conditions are suitable for the Services. Where the Site Conditions differ from those upon which the Contractor has prepared the Quotation, the provisions of clause 4.4 shall apply.

5.6       Unless stated otherwise in the Quotation:

                 a.            the Contract Price is calculated on the basis of 35 matches being played on the Pitch (together with reasonable match-day preparation on the day of a match) with no further or other use of the Pitch;

                 b.           if more than 35 matches are played on the Pitch the Contractor shall be entitled to an additional fee of £750 per match in excess of the 35;

                 c.            if there is further or other use of the Pitch which is not compensated under clause 5.6(b), such use shall be deemed to be a requested, irrevocable variation by the Client under clause 4.1; 

 d.           the Contractor has not included within the Contract Price for any Services relating to end of season Pitch renovation.

5.7       The Contract Price includes for the quantity and type of Goods and Materials as set out in the Quotation. Such Goods and Materials have been selected based on the Contractor's professional opinion (exercising reasonable skill and care). Where additional Goods and Materials are required to provide the Services then (save where the Contractor is solely at fault) the Contractor shall notify the Client and shall be entitled to revise the Contract Sum (based (where possible) on the Rates.)

5.8       Any assumptions and exclusions set out in or attached to the Quotation shall apply to the Contractor's appointment under this Agreement. If any changes occur in respect of such assumptions then the Contractor shall be entitled to revise the Contract Sum.

5.9       The Client shall pay the Contractor the Contract Price in accordance with the payment terms in the Quotation.  Invoices shall be submitted monthly and the due date shall be the date of the invoice (unless (in either case) otherwise stated in the Quotation).

5.10     Title to Services or Goods and Materials shall not pass to the Client until payment (including any interest due) has been made for those Services or Goods and Materials in full. Furthermore, where applicable, the Contractor reserves the right to reclaim the Services or Goods and Materials where full payment has not been received within the agreed payment terms.

5.11     Late payment entitles the Contractor to interest at 5% above the prevailing Bank of England Base Rate from the final date for payment until the date of actual payment.

5.12     Unless otherwise stated, the final date for payment of invoices is 30 days from the date of the invoice.

5.13     Subject to forgoing provisions (and if applicable), Part II of the Scheme (Payment) applies to this Agreement.

6. GOODS AND MATERIALS

6.1       Once any Goods and Materials have been delivered to a site as specified by the Client they become the responsibility of the Client. The Contractor is not responsible for any loss, damage or pilfering or extra expense caused by such losses after the delivery of Goods and Materials to site.

6.2       The risk in Goods and Materials and materials passes onto the Client at the point of delivery or collection (whichever is earlier) but the good shall remain the sole and absolute property of the Contractor as legal owner until the Client has paid the Invoice in full as per clause 5.9.

7. INSURANCE

7.1       Where such insurances remain available in the market at commercially reasonable rates and terms, the Contractor shall take out and maintain the following insurances (except as otherwise agreed or stated in the Quotation):

                   • Public Liability Insurance for £2,000,000.

                   • Employer's Liability Insurance as required by law.

7.2       The Contractor will provide the Client upon request during the term of the Agreement period evidence that the insurances are in place.

8. LIABILITY

8.1       Notwithstanding any other provision in this Agreement, the Contractor's total liability under or in connection with the Services and this Agreement (and any other agreements entered into pursuant to it or in connection with it,) whether in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the Contract Price (or such other amount as is set out in the Quotation).

8.2       The Contractor's liability under this Agreement shall be limited to the cost of re-performing the Services and property damaged as a direct result of the Contractor's proven negligence and not for any other losses including (without limitation) any loss of profit, loss of revenue, indirect or consequential losses howsoever caused and whether or not such losses were foreseeable at the time of carrying out of the Services.

8.3       Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs the Contractor's liability for any claim under this Agreement shall be further limited to such sum as it would be just and equitable for the Contractor to pay having regard to the extent of its responsibility for the loss or damage giving rise to such claim.

8.4       Notwithstanding any contrary provision in this Agreement, the Contractor shall not be under any fitness for purpose or other similar obligation in relation to the Services.

8.5       The Contractor shall have no liability:

(i)                for a failure of the Pitch where such failure is by reason of force majeure or an Act of God;

(ii)               under this Agreement related to any unauthorised use of (or any trespass onto) the Pitch by a third party.

9. TERMINATION and Suspension

9.1       The Contractor may give notice to terminate its employment under this Agreement if the Client fails to pay an amount due to the Contractor with 30 days of the final date for payment or otherwise commits any other material breach of this Agreement.

9.2       The Client may give notice to terminate the Contractor's employment under this Agreement if the Contractor commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 30 days of being requested to do so in writing.

9.3       Either Party may terminate the Contractor's employment under this Agreement if the other Party becomes Insolvent (as such term derives its meaning from section 113 of the Construction Act 1996).

9.4       Termination will not affect the accrued rights and liabilities of the parties at the termination date and any termination (or suspension) shall be made without prejudice to any other claim the Contractor may have. Further, termination does not determine the operation of any provisions of this Agreement that are capable of operation after termination.

9.5       The Contractor will be entitled to suspend the provision of the Services on 7 days notice where the Client has failed to pay an amount due to the Contractor by the final date for payment. The right to suspend performance shall cease when the Client pays the sum due and any period of suspension under this clause shall be disregarded in computing the time taken by the Contractor to complete any affected Services. The Contractor shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by the Contractor in exercising its right under this clause.

9.6       Upon termination of the Contractor's employment under this Agreement or the suspension of the provision of the Services, the Client shall pay to the Contractor the part of the Contract Sum and other costs and expenses accrued in providing the Services (including the cost of the Goods and Materials) up until the date of termination or suspension plus any charges, costs and expenses reasonably incurred by the Contractor as a consequence of the termination or suspension.

10. GENERAL

10.1    All notices shall be in writing and effective when delivered to the address for service of the recipient as shown on the Quotation, or to another address of which notice has been given under this clause. Notices sent by post shall be treated as delivered 2 working days after posting.

10.2    Neither Party will assign any of its rights or obligations under this Agreement without the prior written consent of the other and this Agreement is not intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.3    The Contractor shall not be liable in the event that provision of the Services or delivery of Goods and Materials is prevented or delayed for any cause beyond the Contractors reasonable control or by force majeure or as a result of the unavailability of supplies.

10.4    This Agreement shall be governed by English law and the English courts shall have exclusive jurisdiction with regard to all matters arising under it.

10.5    Any dispute or difference under this Agreement may be referred by either Party at any time to adjudication, by a person to be agreed on between the Parties or, failing agreement, a person nominated by the Royal Institution of Chartered Surveyors upon application by either Party.