General terms and conditions

General Terms and Conditions

1) General Contract:

a) The “Company” shall mean eibe play ltd.
b) The “Customer” shall mean the corporate entity firm or person seeking to purchase the goods from the Company.
c) The “Contract shall mean any contract of goods and services made between the Customer and the Company incorporating these conditions.
d) The “Goods” shall mean the goods sold or supplied by the Company to the Customer under this contract.
e) The “Services” shall mean any services provided by the Company to the Customer (whether or not the Customer shall purchase goods) which is not covered by the definition of ‘goods sold or supplied’
f) This contract governs the sale of Goods and provision of Services by the Company to the exclusion of all other representations, statements, understanding, negotiations, proposals or agreements.
g) No employee of the Company or its agents has authority to make any warrant, statement or promise concerning the goods except in writing signed by a duly authorised employee of the Company.
h) Previous dealings between the Company and the Customer shall not vary or replace these conditions.
i) These conditions shall apply to the exclusion of any terms and conditions put forward by or on behalf of the Customer and in the event of any conflict or inconsistency between these terms and conditions of trading and the 
terms of the Customers order, these terms and conditions prevail, unless otherwise agreed by the Company in writing.

2) Acceptance:

a) The Customer’s order shall be subject to the acceptance of the Company. No order will be accepted without the return of a signed order acknowledgment to the Company. Only when the signed order acknowledgment has been returned to the Company will the Contract be deemed valid.
b) Any quotation issued by the Company shall be open for acceptance at any time during the validity period which is shown on the quotation. Beyond the validity period, the Company reserves the right to review our submission if requested and to provide a revised price.
c) Any Quotation is made on the understanding that it will be accepted in full. In the event of partial acceptance of the quotation by the Customer, a revised written quotation may be sent to the Customer by the Company.
d) Orders are accepted and estimates of delivery are given conditionally on the Company being able to secure the necessary labour or materials and without responsibility for delays or non-fulfilment arising through any breach of this Contract due to any cause beyond its reasonable control as defined in clause12a below.
e) All drawings, descriptive and forwarding specifications, particulars of weights and dimensions are approximate only and not binding. Illustrations contained in catalogues, price lists, sales literature and other material are for the purpose of general description only and shall not form part of the Contract.
f) It is the Customers responsibility to check that the order acknowledgment is correct and to notify the Company of any mistakes immediately.
g) Alterations or additions to orders, however made, shall not be binding until confirmed by the Company in writing.
h) The Company reserves the right to change products, specifications or prices without prior notice.

3) Prices:

a) Prices are as per The Company’s quotation valid at the date of Contract signature. The Company reserves the right to amend the pricing if the Contract does not proceed within the validity date of the Company’s quotation (and if such delay is caused by the Customer). All prices, unless otherwise stated, are exclusive of VAT. The Customer shall pay VAT at the prevailing rate.
b) Prices do NOT include installation costs unless stated.
c) If the Customer requires alteration to the order, the price shall be varied accordingly and the Company entitled to recover any ancillary costs incurred.

4) Retention of Title and Insurance:

a) Title to Goods supplied shall remain with the Company, even when the Goods are processed further, until paid for in full. Risk or damage to, or destruction of, and responsibility for insurance of the Goods shall pass to the Customer at the time of despatch of the Goods by the Company.
b) If the Customer delivers goods to a third party before payment has been made in full to the Company, the Customer shall hold all sums received for such goods as trustee for the Company and shall remit them to the Company on receipt.
c) In the case of a default in payment the Company shall be granted access rights in order to repossess any Goods that have not been paid for at the time of default

5) Payment:

a) All orders placed are on a Pro Forma basis and must be paid in full within 10 days from the date of the Pro Forma Invoice.
i. Equipment & Material Payment: shall be made before delivery, within 10 working days of order placement
ii. Installations over 5000 GBP: require stage payments
iii. Installation Payment: required on the day of delivery
b) Where credit is given, accounts shall be paid 10 days from date of invoice.
c) The Company will attempt to supply an order in its entirety but reserves the right to supply a part order in the event of an item being out of stock or unavailable, with the intention of fulfilling the order at a later date in a reasonable time.
d) In the case of invoices for part deliveries, such invoices should be paid in accordance with the provision of clause 5a) above and not held pending delivery of remaining items for which a separate invoice will be issued.
e) If for any reason the Company does not receive unconditional payment in full, whether under any terms of credit facilities or otherwise within 14 days from delivery, then the Company may charge “Statutory Interest” – this is currently 8%, plus the Bank of England Base Rate .
f) Any discount given shall be rescinded should payment not be made within specified 28 days.
g) The Customer shall NOT be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Customer (whether or not the Goods or Services are to be provided by instalments and in such case each instalment is deemed to constitute a separate and distinct contract). In the case of any short delivery to the Customer or minor faults arising during installation, the Customer shall remain liable to pay the full invoiced price of all other Goods or Services supplied.

6) Equipment & Designs:

a) All sizes and colours shown are approximate. Variations during the course of manufacture cannot be avoided and liability is not accepted for them.
b) When Goods are offered and supplied to a Customer’s designs and specifications no guarantee is given or implied of their suitability for the purpose for which they are intended.
c) All designs supplied by the Company are protected by copyright and are the property of the Company. They may neither be copied nor duplicated without written consent. They may not be imparted or made accessible to a third person. Any further usage needs the consent of the Company. Unlawful usage is liable to prosecution and is obliged to compensation. The Company grants the Customer a royalty free indefinite non-exclusive licence to use any Goods purchased from the Company.

7) Deliveries:

a) In the case of a Supply only Contract; the Company does not accept responsibility for any damage, shortage or loss in transit unless:
i) Non-receipt of Goods is advised to the Company within 7 days from the date of the Company’s advice/delivery note, and:
ii) Any breakage, damage or shortage is advised to the Company within 3 days of receipt of Goods provided that the carrier’s note is marked ‘UNEXAMINED’. If, on receipt, goods are seen to be damaged, the delivery note should be endorsed ‘damaged in transit’ and the Customer should retain packing materials pending inquiry and inspection.
b) in the case of a Contract including Installation and Commissioning; the Company will be responsible for the Play Area, including all equipment, Surfacing and Ancillaries until Practical Completion at which time it will transfer to the Customer.
c) For the delivery of equipment outside mainland England and Wales the price shall be calculated on application. The delivery charge will be calculated depending on the equipment ordered and also the delivery address.
d) For the delivery of play equipment, indoor furniture and toys to mainland England and Wales, carriage will be charged at 10% of the order value, subject to a minimum of £20. For deliveries outside mainland England and Wales the price shall be calculated on application.
e) The Customer shall be responsible for giving the Company clear and accurate instructions as to the place of delivery including a post code. Failure to do so shall incur any costs from incorrect deliveries.
f) The time shall not be of the essence in respect of delivery. If the goods are to be delivered by a date specified by the Customer or the Company such date is to be treated as an estimate only. The Company does not guarantee that the Goods will be delivered by such date or accept liability for failure to meet the date.
g) If delivery has been clearly arranged and the Customer is not available or prepared to accept delivery the Company may leave the Goods on the premises without the responsibility for loss or damage to them.
h) Any alterations to the order by the Customer may delay the completion of the order.
i) All deliveries by the company will be made via articulated lorry with the assumption that access is suitable, unless otherwise specified. If alternative delivery methods are requested, the cost for delivery is subject to change.

8) Storage Charges:

a) The Customer is expected to take delivery of the goods no later than 4 weeks from the confirmed despatch date. If the Customer goes beyond this time period without taking delivery then storage charges of £8 shall be charged per pallet per week after the advised lead time.

9) Cancelled Orders:

a) There shall be a 25% administration charge for orders or part orders cancelled. All charges, including delivery, incurred in returning goods have to be met by the Customer (unless such cancellation is because of the Company’s failure to perform its obligations).

10) Limitations of Liability:

a) Except where expressly contained in the Contract, all warranties, conditions, undertakings and representations, expressed or implied, statutory or otherwise, are excluded and the Company has no obligation, duty or liability in Contract, (including negligence or breach of statutory duty) or otherwise.
b) In the event of a dispute, the Company’s contractual liability shall be limited to the value of the Customer’s Order.
c) In no circumstances will the Company be liable in Contract, for loss (whether direct or indirect) of profits, business or anticipated savings, or for any indirect or consequential loss or damage whatsoever.
d) Each provision of the Contract is to be construed as a separate limitation applying and surviving even if for any reason one or other of the said provisions is held unreasonable in any circumstances and shall remain in force notwithstanding termination of the Contract.

11) Termination:

The Company shall have the right to terminate this Contract and to claim for any resulting losses or expenses if:
a) The Customer commits a breach of the contract and fails to remedy the breach within a reasonable time of a written notice to do so; or
b) The Customer commits any act of bankruptcy or compounds with its creditors; or a petition or a receiving order in bankruptcy is presented or made against the Customer, or a petition for an administration order is presented (otherwise for reconstruction or amalgamation) or any similar event occurs under the laws of the state where the Customer was incorporated.

12) Force Majeure:

a) The Company shall not be liable in respect of any breach of this Contract due to any cause beyond its reasonable control including Act of God, inclement weather, flood, lightning or fire, industrial actions or lockouts, the act of omission of Government, highways authorities, or other competent authority, wars, military operations or riot, the act of omission of any part for whom the Company is not responsible.

13) Infringements:

a) The Customer shall indemnify the Company against all damages, penalties, cost and expenses arising out of any claim by any third party for any infringement or alleged infringement of any third party’s industrial or intellectual property rights in any work carried out in accordance with the Customer’s specifications. In the event of a dispute arising between the Company and the Customer, the Law of England shall apply.

14) Guarantee and Maintenance:

a)The Company warrants all Goods supplied under this Contract against faulty design, manufacture, materials, and/or installation, and shall replace any Goods found to be faulty, on an Ex Works basis, within the relevant warranty period set out below:

Type of Goods

Warranty period (from date of invoice)

Safety playing surfaces

1 Year

against malfunction and breakage of movable parts, bearings, springs, nets, electronic parts and general wear and tear.

2 year

against breakage; also any malfunction caused by the construction, processing and material selection.

5 years

on pressure impregnated softwood, according to RAL wood preservation directives.

10 years

On robinia timber

15 Years

on structural stability, as well as against perforation from corrosion of stainless steel components, hot-dip galvanized and powder coated parts.

15 Years

b) the warranty set out at clause 14(a) above does not cover fair wear and tear and shall only apply if:
- the Goods have been properly kept, used and maintained in accordance with the manufacturers or Company’s instructions and have not been modified unless with the Company’s consent
- the fault is not due to accidental or wilful damage, interference with or maintenance of the Goods by persons other than the Company or its duly appointed Agent.
- if the Goods have been manufactured to the Customer’s design, the fault is not due to faulty design by the Company.
c) The Company larch timber used in our equipment has a 12 year guarantee against rotting.
d) All defective parts, once replaced by the Company shall become the property of the Company.

15) Playground Installation:

a) We recommend in all situations that installations are carried out by a registered API installer or proven competent timber playground equipment installer. Due to the nature of our specialist timber equipment on site adjustments may be required.
b) The Company cannot accept responsibility for ground conditions and therefore cannot accept responsibility for ground erosion, subsidence, settlement under safety surfacing products after installation. These should be viewed as maintenance issues as pedestrian traffic, weather and the ground conditions may cause these issues which the Company cannot control or be held responsible for.
c) The Company cannot be held responsible for any accident occurring on site arising from improper use.
d) The Company assumes that the proposed installation site being free from obstacles, in and above ground. In the event that items such as cables, water pipes or concrete sections are found on site of which the Company was not already aware as a result of its prior inspection and we have to spend extra time removing these obstacles then the Customer shall be liable for extra time taken and extra costs incurred.
e) If we are contracted to remove concrete foundations or concrete slabs as part of the works, we will cost these works on the basis that they are not reinforced and are no larger than 150 mm in depth. The customer will be liable for any additional cost incurred.
f) Any turf laid as part of the installation will be the customer’s responsibility to water and maintain as soon as the turfing is completed. The Company will not be responsible for turf that has died due to lack of care by the customer.

16) Skate Park Installation:

a) The Company cannot guarantee that the transition of the ramp will be completely smooth to the existing surface due to the inconsistency of the tarmac surface. However the Company is willing to modify the existing surface by chasing out tarmac and replacing with cement which is floated into the ramp to make a smooth transition at the Customers expense if they have organised the groundwork’s.
b) The Company cannot be held responsible for any issue concerning the noise arising from the skate park as this is dependent on surface, location and users.
c) The Company cannot be held responsible for any accident occurring on site arising from improper use.
d) The Company assumes that the proposed installation site being free from obstacles, in and above ground. In the event that items such as cables, water pipes or concrete sections are found on site of which the Company was not already aware as a result of its prior inspection and we have to spend extra time removing these obstacles then the Customer shall be liable for extra time taken and extra costs incurred.
e) The equipment carries a 15 year guarantee, and surfaces carry a 5 year guarantee.
This does not cover fair wear and tear and shall only apply if:
- the Goods have been properly kept, used and maintained in accordance with the manufacturers or Company’s instructions and have not been modified unless with the Company’s consent
- the fault is not due to accidental or wilful damage, interference with or maintenance of the Goods by persons other than the Company or its duly appointed Agent.

17) Indoor Furniture:

a) We recommend in all situations that installations are carried out by a registered API installer or proven competent installer.
b) The Company cannot be held responsible for damages to indoor furniture that is a result of improper use.
c) All indoor furniture has a maximum 5 year guarantee.

18) Water Play Equipment:

a) All water pumps supplied by the Company must be connected to the water supply by a professionally qualified plumber. This is the responsibility of the Customer
b) the Company is not responsible for the pressure systems or cleanliness of water sources to any pumps provided. Any low pressure, changing pressures, dirty water or pipe sources may cause the pumps or valves to clog up or become unworkable. The responsibility remains with the Customer to check all of these issues before and after installation and during the lifetime of the product. The Company is only providing the pump system and not the water source or quality of that source.
c) Pumps should be disconnected and emptied from water supplies during winter months to avoid freezing. Valves should be changed annually.
d) The flow volume of the water may vary and any quantities advised by the Company are for guidance only.

19) Design Changes:

The Company will provide the Customer with a Concept Design based upon the Customer Supplied Specification Documents (level 1 – Free), and any other documentation or communication associated with the Customer’s Tender Pack or Design Brief which has been agreed with the Customer.
It is implied that the Design is agreed at Contract Signature and the installation will be based upon that Design (Level 2 – Minor Adjustments to Concept Design with a cumulative time not exceeding 2 hours). In the event that changes following Contract Signature are required at the Customer’s request; the Company reserves the right to modify our price based on the scope and scale of the change (Level 3 - Minor Adjustments to Concept Design with a cumulative time not exceeding 2 hours) and any committed and consequential costs. These will be discussed and agreed with the Customer.

Design Cost Rate Guide:

Head Designer         £90.00 per Hour
Assistant Designer   £65.00 per Hour

Version 6: 10/05/2017

 
x