Tree Surgeon Terms and Conditions for Business Clients
1. Definitions and
1.1 “Agreement” shall mean these agreed Terms and Conditions
for the provision of Services.
1.2 “Arbitrator” shall mean the person or body appointed to
settle a dispute between the Supplier and the Customer.
1.3. “Customer” shall mean the person or organisation that
orders the Services from the Suppliers.
1.4 “Order” shall mean the formal acceptance of the Proposal
by the Customer.
1.5. “Proposal/Quotation” shall mean the written statement of
the Service that the Supplier offers to the Customer.
1.6 “Services” shall mean all Services supplied by the
Supplier in the course of this Agreement.
1.7 “Supplier” shall mean the party contracted to provide the
Services under this Agreement.
1.8 Terms and Conditions” shall mean this agreed written
contract between the Supplier and Customer.
1.9 “Works” shall mean the work carried out as part of this Agreement
and the physical location of the work being carried out.
1.10 Unless the context otherwise admits words importing one
gender shall include all other genders and words importing the singular shall
include the plural and vice versa.
1.11 Reference to any statutory provisions in this Agreement
shall include any statutory provisions, which amends or replaces it.
2.1 No addition, alterations, substitution or waiver of these
terms and conditions will be valid unless expressly accepted in writing by the
Supplier or a person authorised to sign on the Supplier’s behalf.
2.2 Nothing in these Terms and Conditions shall affect the
Customer’s statutory rights.
3.1 The Proposal given on or attached to these Terms and
Conditions will only remain valid for a period of 30 days
3.2 The Proposal must be accepted by the Customer in its
entirety and without modification.
3.3 Acknowledgment and acceptance of this Proposal is made by
the Customer placing an Order within the period specified in paragraph 3.1
above, at which time the Customer will be bound by these Terms and
Conditions. Such contract is hereinafter
referred to in these terms and Conditions as “an order”.
3.4 An Order is only accepted once the Supplier confirms
acceptance to the Customer in writing.
3.5 The Supplier reserves the right to refuse and Order.
4.1 The Services provided by the Supplier to the Customer are
those detailed in Schedule 1 of these Terms and Conditions.
4.2 If the Customer wishes to vary any of the Services
provided the written consent of the Supplier must be obtained. The Supplier must be informed in writing
within 14 days of acceptance of the Order of any changes, alterations,
reductions or cancellations.
4.3 The Supplier reserves the right to make additional
charges for any agreed written variation to Schedule 1 of these Terms and
4.4 Any description, promotional material, drawings or sketches
provided by the Supplier or third
parties are illustrative purposes only and to provided an outline of
what will be provided, unless agreed in writing between the parties.
4.5 The Supplier will begin delivering the Services at the
time and date specified in Schedule 1 of these Terms and Conditions. The Supplier reserves the right to vary the
time and date, and shall inform the Customer of any variation.
4.6 The start date for delivery of the Services is an
estimate only and is not guaranteed by the Supplier. The start date shall not be of the essence in
4.7 The Supplier shall not be liable for any costs; damages
or losses caused either directly or indirectly by any delay in delivering the
Services to the Customer.
5.1 The price for the Services provided is inclusive of Value
Added Tax (VAT) and such other charges that may apply.
5.2 If the rate of VATincreases between the date of the Order and the date of delivery and/or
completion the Supplier will add the necessary additional amount of value added
tax to the price of the Services.
5.3 If the price of the Services increases for any other
reason between the date of the Order and the date of completion the Supplier
will notify the Customer of this.
6.1 Unless otherwise stated in the Order payment for the
Services comprises in each Order shall become due 14 days before delivery/day
of delivery/14 days after delivery.
6.2 The Supplier will be entitled to claim all additional
costs (including, but not limited to legal costs) incurred in obtaining payment
from the Customer where the Customer is late paying the Supplier.
7. Supplier Obligations
7.1 The Supplier will carry out all works in accordance with
the Proposal and subsequent Order.
7.2 The Supplier may where necessary sub-contract parts of
the Works to suitably qualified sub-contractors. The Supplier will inform the
Customer in writing prior to appointing the sub-contractor. Such written notice
to the Customer will provide full details of the proposed sub-contractor.
7.3 The Supplier will comply with all relevant health and
safety regulations, including (but not limited to) site safety and personal
safety of employees, contractors and visitors.
7.4 The Supplier will at all times hold appropriate and valid
insurance, including public liability insurance.
7.5 The Supplier shall ensure that all Works are carried out
with reasonable care and skill and to a reasonable standard.
7.6 The Supplier shall ensure that where required all
relevant codes of practice are complied with.
7.7 The Supplier may at any time refuse or withdraw direct
access to the Works where required for health and safety reasons.
7.8 If during the Works any issues are found that require
additional time or materials and this causes an increase in costs the Supplier
will send the Customer a further Proposal giving details of the extra costs and
will only proceed with the Works once the Customer’s written acceptance has
7.9 Depending upon the nature of the Services provided, the
Works may be weather dependent. Wherever
possible the Supplier will seek to minimise any delays or disruption caused by
8. Customer Obligations
will permit the Supplier access during normal working hours to undertake the
Works and outside working hours where agreed.
8.1 The Customer will obtain all consents, licenses and
permissions from landlords, local authorities and others, which are required
before the Works can commence and in a timely manner so as not to delay the
8.3 The Customer shall only access the immediate area of the
Works with the Supplier’s express permission.
8.4 If the Customer does access the Works they (and any third
party under their control) shall observe all relevant health and safety
regulations and follow the advice and directions of the Supplier at all times.
8.5 The Customer shall ensure that the Works area is not used
until the Works are completed.
9. Warranties and
9.1. In addition to any statutory rights the Customer has as
a consumer, the Supplier warrants that the Services supplied and used will be
free from defects.
9.2 The Supplier warrants that the Works will be carried out
using all reasonable skill and care.
9.2 If the Services provided by the Supplier are found to be
defective and the Supplier shall at their discretion re-perform the Services or
refund all or part of the monies paid by the Customer.
10..1 The Supplier does not exclude liability for death or
10.2 The Supplier shall not be liable for any direct loss or
damage suffered by the Customer, howsoever caused, as a result of any
negligence, breach of contract, misrepresentation or otherwise in excess of
10.3 The Supplier shall not under any circumstances be liable
for any indirect or consequential loss however caused whether by negligence,
breach of contract, misrepresentation or otherwise.
10.4 The Supplier or the Supplier’s insurers shall not be
liable or investigate any claim for loss unless the Customer provides written
notice within 14 days of its occurrence and gives the Supplier or the
Supplier’s insurer every facility to investigation such occurrence.
10.5 The Supplier shall not be liable to the Customer for
damage caused by the Customer or any third party failing to follow instructions
given by the Supplier.
11.1 The Supplier undertakes to indemnify and hold the
Customer harmless against all claims, proceedings, costs, expenses, damages and
fines arising from the Supplier’s negligent performance, breach or failure to
perform its obligations under these Terms and Conditions.
11.2 The Customer will indemnify the Supplier against all
claims, costs damages or fines the Supplier may incur arising from the
Customer’s breach of its obligations under these Terms and Conditions.
12.1 The Supplier aims to provide a high level of service. If
the Customer has an enquiry or complaint regarding the Services provided by the
Supplier the relevant parties within the Supplier should be contacted
immediately. See Schedule 1 for contact
13.1 Where the parties to this Agreement are in dispute for a
period of more than 30 days and cannot resolve the dispute either party may
refer the dispute to arbitration as detailed below.
13.2 The parties to this Agreement agree that a trade body
that offers such a relevant service shall act as Arbitrator in the event of an unresolved
dispute being referred to them.
13.3 The party referring the dispute to the Arbitrator shall
inform the other party in writing at the same time as referring the dispute.
13.4 Both parties will continue to operate and honour the
terms of this Agreement while the arbitration process is ongoing.
13.5 The decision of the Arbitrator is final and binding on
the parties unless the decision is overruled in further arbitration or in a
court of law.
14.1 The Customer may cancel the Order by giving the Supplier
written notice of cancellation within 14 days of the Order having been made.
14.2 The Supplier reserves the right to retain the amount of
£50.00 to £250.00 for the sum of £1,000.00 in total of purchase order. For any value over £1,000.00 then a sum of
ten percent of the total amount already incurred in respect of the Order.
14.3 Any balance owed to the Customer will be refunded within
30 days without any further retention.
14.4 If the Customer does not notify the Supplier within the
time period stated in paragraph 14.1 above any monies paid by the Customer will
be retained in full by the Supplier.
15.1 Either party may terminate this Agreement immediately in
the event that:
15.1.1 Either party commits a serious, grave or material
breach or persistent breaches of this Agreement including non-performance,
default or neglect of its duties, responsibilities and obligations under this
15.1.2 Such breach remains unremedied for a period of 30 days
from written notice given by the other party specifying the breach and
requiring its remedy.
15.2 Furthermore this Agreement may be terminated in the
(a) Either party is unable to pay or has no reasonable
prospects of paying their debts the amount or aggregate amount of which equals
or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986,
(b) Being a company becomes subject to an administration
order or goes into liquidation, (other than for the purpose of amalgamation or
(c) Has a receiver appointed to administer any of its
property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise
for the benefit of its creditors, or
(f) The Customer fails to payment in accordance with the
terms of this Agreement.
15.3 Any termination of this Agreement shall be without
prejudice to any rights accrued in favour
of either party in respect of any breach committed prior to the date of
(or giving rise to) such termination and to those provisions of this Agreement
which are by their construction intended to survive such termination.
16.1 Any notice given by either of the parties under this
Agreement shall be served on the other party and addressed to that party’s
signatory by email, personal delivery, pre-paid recorded delivery, first class
post, or facsimile transmission to the receiving party.
16.2 Any such notice shall be deemed to be effectively serves
16.2.1 In the case of service by prepaid special delivery or
first class post 48 hours after posting.
16.2.2 In the case of service by email, or facsimile
transmission on the next working day.
17. Force Majeure
Neither party shall be liable for delay or failure to perform
any obligation under this Agreement if the delay or failure is caused by any
circumstances beyond its reasonable control, including but not limited to Acts
of God, war, civil disorder or industrial disputes. If such delay or failure continues for a
period of at least Sixty (60) days the party not subject to the force majeure
shall be entitled to terminate this Agreement by written notice to the other.
Failure by either party to enforce any accrued rights under
this Agreement is not to be taken as or deemed to be a waiver of those rights
unless the waiving party acknowledges the waiver in writing.
Neither party may assign their rights under this Agreement
without the prior consent in writing of the other party.
The paragraphs, sub paragraphs and clauses of this Agreement
shall be read and construed independently of each other. Should any part of this Agreement or its
paragraphs, sub paragraphs or clauses be found invalid it shall not affect the
remaining paragraphs, sub paragraphs and clauses.
21. Entire Agreement
This Agreement sets out the entire agreement and
understanding of the parties and is in substitution of any previous written or
oral agreement between the parties.
These terms and conditions shall be construed in accordance
with the laws of England and shall be subject to the exclusive jurisdiction of
the English courts.