GENERAL TERMS & CONDITIONS

THE SUPPLIER’S GENERAL TERMS & CONDITIONS OF DELIVERY

1. Definitions

1.1 “Customer“ Means the person firm or company who buys/hires or who agrees
to buy/hire the goods from the Supplier or to whom price lists, quotation and tenders shall be submitted

1.2 "Conditions" Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Supplier

1.3 "Delivery Date" Means the date specified by the Supplier when the goods are to be delivered

1.4 "Goods" Means the articles which the Customer agreed to buy/hire from the Supplier 

1.5 "Price" Means the price for the Goods on the basis of labour and material costs prevailing at the date of submission (excluding carriage, packing insurance and VAT)

1.6 "Supplier" Means MEVA UK Limited, a company incorporated in England whose registered office is at Palmerston House, 814 Brighton Road, Purley, Surrey, CR8 2BR.

2. Conditions Applicable

2.1 These conditions shall apply to all contracts for the sale of Goods by the Supplier to the Customer to exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions. Confirmation of order by the Supplier shall be deemed to be acceptance by the Supplier.

2.3 Acceptance of Delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions as will the Customer’s signature on any order form.

2.4 Any variation to these Conditions (including special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.

3. Offers

All the Supplier’s offers shall be subject to alteration unless an offer is expressly declared as binding. A contract shall not be concluded unless the Supplier confirms the order expressly in writing.

4. Protective Clause

Unless a contractual agreement has been expressly concluded, the Supplier’s General Terms and Conditions of Delivery and Payment and its supplementary terms and conditions shall apply exclusively. Other rules and regulations, especially the general terms and conditions of business of the Customer, shall not form an integral part of the contract even if the Supplier has not expressly rejected them.

5. Copyright and Guarantees

5.1 The Supplier shall reserve its property and copyright exploitation rights to cost estimates, specimens, samples, drawings and other documents. They may not be made available tothird parties. Drawings and other documents forming part of offers shall be returned immediately upon request if no order is issued.

5.2 The assumption of guarantees and a purchasing risk shall presuppose written agreements by the parties in which express reference is made to the specific meanings of the guarantees and purchasing risk.

5.3 If the Supplier is unable to perform its obligations after the conclusion of the contract as a result of the occurrence of unforeseeable and unusual circumstances which could not be avoided despite all the reasonable care to be expected in the relevant circumstances of the parties case, especially production stoppages, operational sanctions and interventions, delays with the delivery of major raw materials and energy supply difficulties, etc, the delivery period shall be extended in line with the aforesaid effects. If delivery is impossible on account of the aforesaid circumstances, the Supplier shall be released from its delivery obligations and commitments. The aforesaid ruling shall also apply accordingly in the event of lockouts and strikes.

5.4 If the aforesaid impediments last longer than one month, both parties shall be entitled to withdraw from the contract with regard to the unfulfilled part thereof. Compensation claims by the Customer shall be excluded in such cases. The Supplier shall only be entitled to invoke the aforesaid circumstances if it immediately informed the Customer of the aforesaid circumstances immediately after their occurrence.

6. Prices, Payment and Security

6.1 All prices shall be ex the Supplier’s warehouse, excluding packaging, freight, customs duties and insurance, plus value-added tax at the statutory rate. Packaging material is not returnable.

6.2 In the event of an increase in materials and raw material prices, wages and salaries and production costs between the conclusion of the contract and the date of delivery. The Supplier shall be entitled to increase its prices in line with the aforesaid increase in the case of ongoing and continuous obligations.

6.3 Deliveries to the building site shall presuppose appropriate access for the ordered load. Unloading the delivery vehicle shall in all cases be the responsibility of the Customer at its own risk and cost.

6.4 The Supplier shall be entitled to credit Incoming payments from the Customer against older debts first of all and shall inform the Customer of the corresponding accounting treatment. If costs and interest have been incurred, the Supplier shall be entitled to credit the payment to costs, then to interest charges and finally to the main claim. 

6.5 Bills of exchange and cheques shall only be accepted as conditional payment and only after prior express agreement on the Supplier’s part. Discounting charges and bill expenses shall also be for the account of the Customer in the absence of a separate agreement and shall be payable with immediate effect.

6.6 If the Customer delays payment or if a cheque is dishonoured or if a bill of exchange is rejected, the Supplier shall be entitled to make the whole outstanding claim due for immediate payment. The Supplier shall then be entitled to make all valid claims arising from the business relationship with the Customer due with immediate effect.

6.7 Only counterclaims which are undisputed or which have been established by a judgment shall entitle the Customer to offset the relevant amounts. Retention rights shall be excluded in all cases.

6.8 The Supplier shall not be obliged to provide guarantee or contract performance securities, especially contract performance guarantees.

6.9 Invoices shall not be subject to cash discounts.

6.10 Payments shall be due upon receipt of the relevant invoice. If rent is payable, the invoice shall be issued monthly in advance.

6.11 Default interest shall be charged at the rate of 4% over the Bank of England base lending rate, prevailing at that time.´

6.12 The Customer may only assign claims against the Supplier regardless of their type with the written consent of the Supplier.

6.13 The Supplier shall be immediately informed of any pledges or any other interference by third parties.

7. The Goods

7.1 The description of the Goods shall be set out in the Supplier’s standard acknowledgement form quotation or tender.

8. Delivery Periods and Part Deliveries

8.1 The Supplier shall make every effort to comply with the agreed delivery periods. Particulars regarding a delivery period shall nonetheless be basically noncommittal. Exceeding any such delivery period shall only give rise to statutory default consequences if the Customer has previously set the Supplier a reasonable period of grace in writing and if the aforesaid period of grace has ended. The Supplier can only comply with specified delivery periods if the Customer accomplishes all contractual and cooperative obligations that are required to comply with such delivery periods.

8.2 The Supplier shall be entitled to make part deliveries subject to any express variation of the agreement.

8.3 Any damages for delay attributable to the Supplier shall be limited to 0.5% of the net value of the goods for each week of delay but with a maximum of 5% in total. The right of the Customer to reject a further performance of the contract after the end of the period of grace on account of delayed deliveries shall not be affected thereby.

9. Force Majeure

9.1 If the Supplier is unable to perform its obligations after the conclusion of the contract as a result of the occurrence of unforeseeable and unusual circumstances which could not be avoided despite all the reasonable care to be expected in the relevant circumstances of the parties case, especially production stoppages, operational sanctions and interventions, delays with the delivery of major raw materials and energy supply difficulties, etc, the delivery period shall be extended in line with the aforesaid effects. If delivery is impossible on account of the aforesaid circumstances, the Supplier shall be released from its delivery obligations and commitments. The aforesaid ruling shall also apply accordingly in the event of lockouts and strikes.

9.2 If the aforesaid impediments last longer than one month, both parties shall be entitled to withdraw from the contract with regard to the unfulfilled part thereof. Compensation claims by the Customer shall be excluded in such cases. The Supplier shall only be entitled to invoke the aforesaid circumstances if it immediately informed the Customer of the aforesaid circumstances immediately after their occurrence.

10. Transfer of Risk, Notification of Defects, General Warranty and Damage Compensation

10.1 The risk shall pass to the Customer as soon as the consignment has been handed over to the Customer or to the transport company or as soon as it has left the Supplier’s works, but at the latest 14 days after notification by the Supplier of its readiness to dispatch. This shall also apply if the organisation of the transport is assumed by the Supplier on the strength of an express agreement thereon. If the Supplier carries out the transport, the Supplier shall be liable for the proper selection of the forwarding agency or carrier.

10.2 The Customer shall notify any complaints immediately in writing (on the delivery note if possible). This shall also apply to rented equipment. In the event of larger delivered quantities of the same goods, the whole delivered batch may only be rejected as defective if the defects were established by means of a recognised and representative sampling test procedure.

10.3 Warranty claims of the Customer will only be considered within one year of the transfer of risk.

10.4 The right to effect any changes in the design or quality which do not impede the proper functioning of the products shall be reserved and shall form no basis for warranty claims. Normal wear and tear by use of the products shall give rise to no warranty claims.

10.5 If the Supplier has investigated a warranty case and if it finds that the Supplier has no liability obligation, the Customer shall bear the costs incurred by the Supplier of the investigation.

10.6.1 Within the scope of the following regulations the Supplier shall be liable in the case of its own fault or that of its representatives or accomplices. In the case of breach of contractual or extra contractual obligations the Supplier shall only be liable in the case of wilful intent or gross negligence, and liability shall be restricted to the typical damages that were foreseeable at the time when the contract was concluded. Such limitations shall not apply in the case of culpable violation of substantial contractual obligations, if the fulfilment of the contact’s purpose is endangered, and in case of inevitable liability according to the product liability law and in case of personal injuries. Such limitations are also not applicable for claims based on faults on the contractual negotiations. If the Supplier’s liability is excluded or limited, so is the personal liability of its employees, workers, employee representatives and accomplices. Substantial contractual obligations in the aforesaid sense exist if the limitation of liability refers to an obligation whose fulfilment is required and a prerequisite to properly carry out the contract and on whose regular fulfilment the Customer may rely.

10.6.2 The Suppliers products may only be assembled in accordance and in compliance with the relevant assembly and operating instructions which the Customer shall receive for free. Any use of the Supplier’s products together with components of the Customer or components of other manufacturers shall be exclusively at the risk of the Customer. Liability on the part of the Supplier in the aforesaid respect shall be excluded.

10.6.3 No liability shall be assumed from the fact that the elements included in the Supplier’s indication of compliance with the relevant safety standards are complete with regard to the proposed use of the formwork or shuttering. In addition, no liability shall be assumed for any security, health and risk related coordination plan of the Customer, especially with regard to the assembly instructions, risk analyses and any other security related data.

10.6.4 Regardless of the basis of the claim, the Supplier shall only be liable for property and financial damages and personal injuries within the scope of its existing liability insurance. The cover amount for personal injuries and property damages is a flat rate GBP 5 million. If and to the extent to which the insurer is freed from the obligation to pay (percentage excess, serial damage, annual limit, risk exclusion), the Supplier shall compensate with a replacement of its own.

10.7 If the Supplier is entitled to demand compensation for lost profits, the aforesaid profit shall be assumed at 25% of the agreed net delivery price or 25% of the agreed net rent for the whole rental period. A specific enforcement of higher damages shall not be affected thereby. The Customer shall have the right to prove that a lower level of damages has been incurred.

11. Warranty and Product Liability with Exports

11.1 The Supplier shall be liable for ensuring the compliance of its products with English constructions and safety regulations. An additional warranty for compliance with foreign regulations shall only be assumed in the event of an express written agreement in a specific case. The Supplier’s products are not intended for export to third countries by the Customer.

11.2 Any recourse claims by the Customer against the Supplier in third countries outside the EU shall be determined exclusively under English substantive law and the relevant applicable EU regulations to the exclusion of the application of the laws of third countries.

11.3 If damage compensation claims are lodged against the Supplier by third parties based on the laws of a third country and if the Supplier has no liability to the direct contracting party to pay the aforesaid claims under current law, the Supplier shall be entitled to seek indemnification from its contracting party if the aforesaid contracting party exports the Supplier’s products in third countries with an extended liability without written express agreement.

12. Product Monitoring and Product Warning Obligation

12.1 In order to ensure protection against risks of all kinds caused by the delivered goods, the Customer shall be obliged to monitor the Supplier’s products on an ongoing basis from a safety related point of view (product monitoring obligations). If it is identified that a Supplier product is the cause of risks, the Customer shall be obliged to notify the Supplier thereof immediately in writing (product warning obligation).

12.2 If claims are lodged against the Supplier on account of a breach of the product monitoring and/or product warning obligation and if the aforesaid product monitoring and/or
product warning obligation is attributable to a breach of the product monitoring and/or product warning obligation on the part of the Customer, the Customer shall compensate the Supplier for the damages incurred by the Supplier on account of the breach of obligation on the part of the Customer.

13. Collaboration Obligations of the Customer/Pledging Rights

13.1 The Customer shall immediately provide the Supplier with the relevant execution plans, operational planning and deadlines (construction timetable). Any changes shall be made exclusively on the responsibility of the Customer and they shall extend the delivery and execution periods commensurately with their effects and implication. Delivery periods shall not commence before the obligation referred to in clause 1 have been performed.

13.2 If any transport is required to or from unloading point requested by the Customer, the Customer shall ensure that the aforesaid unloading point can also be reached by heavy load vehicles in the event of bad weather and that it is duly and properly cleared. The loading and unloading of the transport vehicles outside the Supplier’s production units is the responsibility of the Customer.

13.3 If goods of the Customer are returned to the Supplier for repair or an overhaul, they shall be collected within one week of notification of their readiness to despatch. The Customer shall be in acceptance delay after the end of the aforesaid period. The Supplier shall then be entitled to charge storage costs at the rates customary within the forwarding industry. The risk shall pass to the Customer.

13.4 Title in the Goods shall pass from the Supplier to the Customer upon payment of Price in full or on Delivery whichever occurs last. In the event that delivery takes place before the Customer has paid the Price and all other sums due to the Supplier then the provisions of Clause 10.5 shall apply.

13.5 Until title in the Goods passes to the Customer in accordance to clause 10.5 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Supplier. The Customer shall store the Goods (at no cost to the Supplier) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Supplier's property.

13.6 Notwithstanding that the Goods (or any of them) remain the property of the Supplier the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Supplier. Any such sale of dealing shall be a sale or use of the Supplier’s property by the Customer on the Customer’s own behalf and the Customer shall deal as a principal when making such sales or dealings. Until title in the Goods passes from the Supplier the entire proceeds of the sale or otherwise of the Goods shall be held in a separate account and to the order of the Supplier and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Supplier’s money.

13.7 Until such time as title in the Goods passes from the Supplier the Customer shall upon demand deliver up the Goods in the Customer’s possession or control to the Supplier. If the Customer fails to do so the Supplier may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods.

13.8 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Supplier. Without prejudice to
the other rights of the Supplier, if the Customer breaches this obligation all sums whatever owing by the Customer to the Supplier shall forthwith become due and payable.

13.9 The Customer shall insure and keep insured the goods to the full price against "all risks" to the reasonable satisfaction of the Supplier until the date that title in the Goods passes from the Supplier and shall whenever requested by the Supplier produce a copy of the policy of insurance. Without prejudice to the other rights of the Supplier, if the Customer fails to do so all sums whatever owing by the Customer to the Supplier shall forthwith become due and payable.

14. Final Provisions and Legal Venue

14.1 The place of performance for payments is Intergest, Palmerston House, 814 Brighton Road, Purley, Surrey, CR8 2BR and deliveries is Tamworth.

14.2 These General Terms and Conditions of Delivery and Payment and the whole legal relationship between the Customer shall be governed by the laws of England and Wales to the exclusion of the UN Convention on the International Sale of Goods (CISG).

14.3 The exclusive legal venue for all contractual relationships with registered traders is the competent court for the Supplier’s domicile or the legal venue of the Customer at the option of the Supplier.

14.4 Any ancillary agreements, reservations, modifications and supplements shall require the written confirmation of the Supplier in order to be valid.

14.5 If individual provisions of these General Terms and Conditions of Delivery and Payment are or become invalid, the validity of the other provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision which comes closest to the unanimous intentions of the parties or otherwise which comes closest to the original purpose of the contract.

15. Data Protection

Where the Supplier is notified with the Information Commission in accordance with the Data Protection Act 1998 (“the Act“) and will only process personal data (as defined by that Act) in accordance with the Act.

15.1 The Supplier carries out credit reference checks in relation to each of the Customer’s directors (or partners or individuals holding equivalent roles in the Customer, as applicable) and the Company reserves the right to refuse any order for Goods on the basis of the result of each such credit search.

15.2 The Supplier will, from time to time, issue promotional material to the Customer and invite the Customer to attend product launches which the Supplier thinks will be of interest to the Customer. The Supplier will not issue such material or invitations if the Customer so requests.

16. Headings

All headings are for ease of reference only and shall not affect the construction of this Contract. Words denoting one singular include the plurals and vice versa. Words denoting any one gender include all genders. Words denoting persons include corporations and vice versa.


THE SUPPLIER’S SUPPLEMENTARY TERMS & CONDITIONS OF DELIVERY

1. Definitions

For the definition of „customer“ and other terms see the beginning of „THE SUPPLIER’S GENERAL TERMS & CONDITIONS OF DELIVERY“.

2. Additional Rental Terms and Conditions

In addition to the Supplier’s General Terms and Conditions of Delivery and Payment, the following Supplier’s Supplementary Terms and Conditions shall apply for rented shuttering, its components, accessories and other items:

2.1 Nature

2.1.1 Rented shutterings are normally reused items, there being no entitlement to new material. If special demands are made on rented shutterings or if the rented shutterings have to have special qualities which deviate from the above mentioned basic quality, this has to be agreed in writing when the contract is made.

3. Use of Rented Shutterings

3.1 The Hirer is, in particular, responsible for the appropriate and proper storage, for intermediate and final cleaning, for maintaining the shuttering face, for the use of release agents and for complying with the maintenance and operating instructions made available (including accessories).

3.2 All load bearing parts, especially shuttering supports, may only be loaded or used in accordance with the load tables and statistical factors which will be made available on request. The aforesaid tables and statistical factors are to be requested by the Hirer from the Supplier’s and used on the Hirer’s own responsibility.

3.3 The Hirer shall observe all applicable working safety laws and regulations in their valid version, in particular the Accident Prevention and Health and Safety regulations of the trade associations.

3.4 The Hirer shall bear the risk of use of the rented shuttering. The Supplier’s legal liability arising from breach of duty shall not be affected.

4. Dispatch/Packaging

The type of despatch and packaging, e.g. skeleton containers, stacking pallets, transport containers, etc, may be determined by the Supplier while taking the Hirer’s preferences into consideration. If deliveries are made in skeleton containers, the Hirer has to use the same skeleton containers for the return. Dispatch costs, freight costs, packaging costs and unloading costs shall be borne by the Hirer. The Hirer shall also bear the costs for waiting time when loading or unloading unless he is not responsible for the said waiting times.

5. Cleaning and Damages

5.1 Wear and tear caused by appropriate and proper use is included in the rental price. Exceptions from the aforesaid are shuttering damages which are attributable to a breach of duty e.g. as a result of non observance of the requirements of Section 3, to mechanical damages, effects of force or transport damages. Damages in the aforesaid respect are, in particular, piercings, indentations or drillings in the shuttering face or frame and panel formwork. The regulations concerning the burden of proof shall not be affected. The repair and cleaning cost incurred shall be borne by the Hirer unless he did not cause the damages.

5.2 Due to the Supplier’s operational and technical competence, repairs shall only be carried out by the Supplier.

6. Delivery and Return Delivery

6.1 The Hirer shall accept the rented items unless they are considerably damaged.

6.2 Upon delivery and if advisable according to the business method, the Hirer shall check if the items are complete and in working order, in case of a defect he shall notify the Supplier in writing without delay. If the Hirer does not notify the Supplier of a defect, the goods shall be approved of unless the defect could not been seen when checking the equipment. In addition to this, 10.2 of the Supplier’s General Terms and Conditions of Delivery and Payment applies.

6.3 If a defect is discovered later, notice must be given upon its discovery or the equipment shall be accepted despite its defects discovery.

6.4 The Hirer shall maintain his rights if he sends the notification on time. If he hides the defect, he shall not be entitled to refer to the aforesaid regulations.

6.5 After the end of the rental period, the Hirer shall be obliged to return the rented items to the Supplier at his own cost and risk.

6.6 The Hirer shall be obliged to return the rented items complete and in their original technical state without damages exceeding he normal wear and tear. The rented items shall be cleaned, disassembled and ready for reuse, grouped in appropriate size, duly palleted and/or delivered in a way they can be unloaded with a lift truck.

6.7 If the conditions does not comply with the aforesaid requirements when shutterings are returned, the Supplier shall be entitled to clean and/or repair the rented items at the cost of the Hirer.

6.8 If the Hirer returns the rented items in a condition where they cannot be economically repaired, the Hirer shall be obliged to pay compensation. Any disposal costs shall also be borne by the Hirer. Clauses 1 and 2 shall not apply if the damage was not attributable to the Hirer.

6.9 Transport insurance shall only be arranged at the express request and cost of the Hirer.

6.10 The Hirer shall ensure that rented items of the same type are not intermingled. When intermingling rented, purchased and other items, the Hirer shall have to prove which items are rented, purchased or other items. In case of doubt, the Supplier shall be entitled to designate or select those items from the mixed items as its own choice which are regarded as rented items and to insist upon their return at the end of the rent contract.

6.11 Unless another agreement was expressly made when concluding the contract, the Hirer shall be obliged to return the rented items to the warehouse that was agreed in the original contract.

6.12 Paragraph 10.1 and paragraph 10.2 of the Supplier’s General Terms and Conditions of Delivery and Payment shall apply by analogy for the return delivery of rented items.

6.13 The Hirer shall have to prove that the rented items have been returned completely.

7. Warranty

7.1 The Supplier shall be liable for operational defects relating to the rented items on the following conditions and to the following extent to the exclusion of any additional claims: all those parts shall be rectified or replaced free of charge at the option of the Hirer which prove to be defective due to circumstances occurring before the transfer of risk.

7.2 If the aforesaid rectification or replacement is abortive, the Hirer shall be exempt from paying the relevant rent if the defect negates the suitability of the rented item for the contractual use. The Hirer shall only pay an appropriately reduced rent for the period during which the suitability of the rented item is reduced. Any insignificant reduction in the suitability of the rented item shall be disregarded.

7.3 Claims shall be excluded if the Supplier is hindered in examining the alleged defects or if the proof required by the Supplier is not made available immediately.

8. Advertising boards

The Supplier shall be entitled to erect advertising boards of a reasonable size and easily visible on the building site showing the name of the company and its products. The Supplier shall also be entitled to photograph the rented items and to use them in its advertising (catalogues, literature and reference lists, etc) using the name of the Hirer. Any advertising attachment on the rented items for the Hirer or third party, especially the builder owners, shall require the prior written consent of the Supplier. The Hirer shall bear the cost for the attachment of his advertising.

9. Rental Period

9.1 The minimum rental period is one month.

9.2 The rental period shall commence on the day on which the equipment leaves the Supplier’s warehouse and shall end on its return to the rental warehouse specified by the Supplier in the relevant contract.

9.3 If the Hirer accepts delay, the date of the Supplier’s readiness to despatch shall count as the first rental day.

9.4 In the event of preassembled equipment, the rental period shall commence at the beginning of the assembly period to be agreed in the rental contract.

10. Termination Without Notice

10.1 The Supplier shall be entitled to terminate the contract without notice together with all existing contracts with the Hirer and return or collect all rented equipment if the Hirer delays payment of a full rental month for more than 30 days; if a cheque issued by the Customer is dishonoured or if a bill is protested; if insolvency proceedings are petitioned or opened on the estate of the Customer, whereby any rights of the liquidator after the insolvency proceedings are enforced against the Hirer, or a receiver is appointed; if the rented equipment is not used in an orderly or proper manner or if it is not used or maintained in line with the Supplier’s regulations despite a warning notice. No warning notice shall be required in the event of gross lack of proper care and maintenance.

10.2 The costs caused as a result of the contract termination shall be borne by the Hirer.

10.3 After termination without notice, the Supplier shall be entitled to demand compensation instead of the remaining rent.

11. Protective obligations

11.1 The Hirer shall continuously control the rented items at the location that is agreed in the contract, and replace damaged parts.

11.2 The Hirer shall protect the rented material with due care against theft, fire, water and weather related damages.

11.3 In the event of theft, the Hirer is obliged to notify it to the Supplier and the responsible regulatory authorities in writing without delay. A copy of the police notification is to be forwarded to the Supplier immediately.

11.4 The Hirer shall be responsible for the disappearance and loss of shuttering material unless he has complied with his obligations under Sections

11.1 and 11.2 in an orderly and proper manner.

12. Renting to third parties

12.1 Rented shutterings and other rented equipment may not be rented or lent to third parties, nor may they be placed at the disposition of third parties or to be detriment of the Supplier in any other way unless the Supplier has given its written approval thereof in writing.

12.2 Claims against third parties as a result of the dispositions of rented equipment are hereby assigned to the Supplier.

12.3 Any transfer of rented material made by the Customer to a construction site other than the one specified in the rent contract shall require the express written consent of the Supplier. In the event of any breach of the aforesaid regulation, a contract penalty shall be due in the amount of GBP 5,000 (five thousand). The Supplier shall additionally reserve the right to enforce corresponding claims in the event of a larger damage. The Hirer shall be entitled to prove a lower level of damages.

13. Deposit

The Supplier shall make delivery of the shuttering dependant on the payment of a rent deposit amounting to a maximum of three times the amount of the rent due for a period of one month. The Supplier shall be entitled to use the deposit as settlement of claims arising against the Customer after the end of the rental contract.

Section 2 Additional Terms and Conditions of Sale

In addition to the Supplier General Terms and Conditions of Delivery and Payment, the following Additional Terms and Conditions of Sale shall apply for the sale of shuttering, its components, accessories and other items.

1. Reservation of title

1.1 All goods delivered by the Supplier shall remain the property of the Supplier pending settlement of all claims against the Customer, including future claims.

1.2 The inclusion of delivered goods on a current account or striking a balance and recognition thereof shall not revoke the Supplier’s reservation of title.

1.3 If delivered goods are processed by the Customer into new goods, the aforesaid processing shall be carried out in the name and on behalf of the Supplier without the Supplier being obligated in any way as a result. The new goods shall become the property of the Supplier. In the event of processing together with goods not belonging to the Customer, the Supplier shall acquire co-ownership in the new goods in the ratio of the value of the reserved goods to the other goods at the time of processing.

1.4 The Customer shall be obliged to keep reserved goods purchased from the Supplier separate from third party goods, rented goods or purchased goods which are his property. If reserved goods are intermingled/mixed with third party goods contrary to the aforesaid obligation, and/or if they are intermingled/mixed with rented goods and if the reserved goods or rented goods can no longer be separated from third party goods, the Supplier shall become co-owner in accordance with the relevant legal regulations.

1.5 If the Customer acquires the exclusive ownership or co-ownership as a result of intermingling/mixing, he hereby assigns the aforesaid co-ownership to the Supplier based on the value of the reserved goods or rented goods to the value of third party goods at the time of intermingling/mixing. The value of the Supplier’s goods shall be determined on the basis of their list price taking account of an appropriate reduction for usage wear and tear. In such a case, the Customer shall be obliged to store for no extra charge the goods owned or partowned by the Supplier which likewise have to be treated as reserved goods.

1.6 If reserved goods are sold by the Customer or together with other goods, the Customer hereby assigns his claims arising from the aforesaid resale in the amount of the value of the reserved goods with all ancillary rights and rankings above the other goods. If the resold reserved goods are co-owned by the Supplier, the assignment of the claim shall also include the amount corresponding to the pro rata value of the Customer in the co-ownership goods.

1.7 The Supplier shall empower the Customer to collect the claims referred to in the proceeding paragraph subject to a right of revocation.

1.8 The Supplier shall make no use of its own collection authority as long as the Customer complies with his payment obligations, also to third parties.

1.9 At the request of the Supplier, the Customer shall name the liable party for the assigned claim and shall notify the aforesaid of the assignment. The Supplier shall be entitled to notify the liable party of the assignment itself.

1.10 The Customer shall immediately inform the Supplier of any enforcement proceedings of third parties with regard to the reserved goods or assigned claims, simultaneously forwarding the documents required for a contestation. In the event of insolvency, the petitioning or opening of insolvency proceedings or in the event of judicial proceedings, the right to resell, use or install reserved goods and the power of authority to make collections shall duly lapse. The authority to make collections shall also lapse if a cheque is dishonoured or if a bill if protested. The Supplier shall be entitled to take possession of its reserved goods in such cases.

1.11 If the Customer has intermingled/mixed reserved goods and/or rented goods with third party goods, the Supplier shall be entitled to separate its rented goods first of all and then its reserved goods with the agreement of the Customer based on the relevant invoice documents.

1.12 It shall be unanimously agreed which goods are rented goods and which goods are reserved goods on the basis of the invoice documents. If the Customer does not collaborate with this segregation, the Supplier shall be entitled to effect this on its own by involving a technical expert.

1.13 If the security attributable to the Supplier on the strength of the advanced assignment exceeds the value of the secured claim by more than 10%, it shall be obliged to effect a reciprocal assignment or release as its option. The value of the secured claim shall be determined on the basis of the price which the Supplier invoiced to the Customer.

1.14 If the Customer transfers a claim assigned to the Supplier in connection with a resale of the delivered goods into a current account with his customer, the current account claim shall be assigned in full. After netting off all relevant items, it shall be replaced by the agreed balance which shall be regarded as assigned up to the amount equivalent to the original claim.

2. Warranty

2.1 The Supplier shall deliver new or improved goods which demonstrably prove to be defective as a result of facts or circumstances prevailing before the transfer of risk.

2.2 The reservation of title (Section 1) shall also apply for parts or components replaced in the exchange procedure.

2.3 The Customer shall give the Supplier reasonable time and opportunity to effect the post-performance or rectification otherwise the Supplier shall be exempt from liability and warranty for the consequences arising there from.

2.4 If the place of delivery or assembly is outside England and Wales, the total costs to be borne for rectification work shall be limited to the order amount.

2.5 In cases of a culpable contributory causation of defects by the Customer, especially non-compliance with his duty to avoid and restrict damages, the Supplier shall have a compensation claim corresponding to the contributory causation attributable to the Customer after the rectification has been effected.

2.6 The sale of second hand goods shall be exclusive of all warranties and guarantees.

3. Additional Terms and Conditions for Repair and Other Services

In addition to the Supplier’s General Terms and Conditions of Delivery and Payment, the following Additional Terms and Conditions shall apply for the repair, for other services and for secondary sales or rent related services for shuttering, its components, accessories and other movable items.

1. Additional services

1.1 The Customer may order additional services with the Supplier, including, for example, assembly and disassembly work, engineering services, static calculations or shuttering planning, transport and logistic services, repairs attributable to damages caused by improper handling of the shuttering material, cleaning and return of the shuttering material.

1.2 Unless otherwise agreed, the aforesaid work/services shall be compensated by the Customer based on the Supplier’s price list in the current version when the contract was signed.

2. Shuttering Plans

2.1 If a preassembly is to be carried out, the Customer shall receive the shuttering plans before the preassembly starts. The Customer shall immediately examine the aforesaid plans with regard to their accuracy and immediately return the aforesaid plans to the Supplier countersigned as a confirmation of his approval.

2.2 The Customer shall immediately inform the Supplier in writing if the shuttering plans are to be amended. If no such notification is made, the shuttering plans shall be deemed to have been approved.

3. Protective Obligations

Unless otherwise agreed, the Customer shall at his cost take all necessary steps that are required to protect persons and property on the assembly site. The Customer shall be liable for damages to and the loss of delivered parts, components and tools unless he is not responsible for the aforesaid damages or loss. This shall also apply for the parts and components stored on an interim basis at the Customer prior to the completion of assembly work.

4. Equipment / Assembly and Storage Area

4.1 Unless otherwise agreed, the Customer shall provide appropriate working conditions in line with the relevant safety regulations and make the necessary lifting gear available, together with transport equipment, any necessary walkie-talkie equipment with the crane driver, etc, if necessary also on Saturdays for no charge.

4.2 The Customer shall make adequate assembly and intermediate storage areas available. An assembly area, a table circular saw and an adequately large storage area shall be made available for construction site assembly work. The Customer shall also provide daytime accommodation, site electricity, water, building rubble and general disposal possibilities free of charge. Levelling work, axle fixing and other measurement specifications shall be made on site when shutterings are used for the first time.

5. Formal Acceptance

5.1 After the end of the assembly work and after the notification of the completion of work by the Supplier, a formal acceptance shall take place without delay. The acceptance procedure shall be carried out on the assembly site.

5.2 A formal protocol shall be prepared in the acceptance procedure and signed by the Customer and the Supplier.

5.3 If the Customer fails to appear on the agreed acceptance date, the assembly work shall be deemed to have been accepted.

6. Property of the Customer

6.1 The Supplier shall not be liable for the use of property made available on site by the Customer.

6.2 Parts and components provided by the Customer must be clean and in working order. If this is not the case, any additional expenses incurred in the aforesaid respect shall be for the account of the Customer.

7. Scope of Responsibility

7.1 If the Supplier is to take over the task of instructing the responsible employees appointed by the Customer, this shall require a specific contractual agreement.

7.2 The Customer shall be exclusively responsible for the compliance with all security regulations after formal acceptance by the Customer and after the Customer has been duly familiarised and/or obtained the operating instructions.

7.3 The Customer shall comply with all the prerequisites for the execution of work by the Supplier and shall, in particular, obtain all public law licenses and approvals.

8. Additional Costs

8.1 If the basis for the price for the work envisaged in the present contract changes as a result of instructions issued by the Customer, a new price shall be agreed which takes account of the additional or lower costs. The relevant agreement shall be made before the start of work.

8.2 If work is required which is not envisaged in the contract, the Supplier shall be entitled to special compensation for the aforesaid work. The Supplier shall, however, notify the Customer of its claim before it starts the work in question. Compensation shall be based on the price specification for the contractual work and on the special costs required for the requested work.

8.3 If the assembly work is interrupted due to the building conditions or the organisation of the job site or by order of the Customer, the Customer shall bear the additional expenditure. This shall also apply for all matters exceeding the original order, especially for revised assembly or service instructions and for all other unforeseeable impediments for which the Customer is responsible. Insignificant expenditure is left out of consideration.

October 2009

 
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