Click here to read the full Website Terms of Use.

Click here to read the full Terms & Conditions of Sale.

Click here to read the full Terms & Conditions of Hire.

Click here to read the full Terms & Conditions of Purchase from Suppliers.

1.1 ACCEPTANCE OF TERMS

Your access to and use of Conquip Engineering Group (“the Website”) is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website.

1.2 ADVICE

The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making any decision.

1.3 CHANGES TO WEBSITE

Conquip Engineering Group reserves the right to:

(i) Change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that Conquip shall not be liable to you for any such change or removal.

(ii) Change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change.

1.4 LINKS TO THIRD PARTY WEBSITES

The Website may include links to third party websites that are controlled and maintained by others.Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.

1.5 COPYRIGHT

All copyright, trademarks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to Conquip or otherwise used by Conquip as permitted by law.None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading of product specifications.

1.6 DISCLAIMERS AND LIMITATION OF LIABILITY.

(i) The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

(ii) To the extent permitted by law, Conquip will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website.

(iii) Conquip makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.

(iv) Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of Conquip for death or personal injury as a result of the negligence of Conquip or that of its employees or agents.

1.7 INDEMNITY

You agree to indemnify and hold
Conquip and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Conquip arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.

1.8 SEVERANCE

If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.

1.9 GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the England & Wales courts.

2.1 INTERPRETATION

In these Conditions;
(i) “the Company” means Conquip Engineering Group (company registration number 4791365) or any subsidiary company or agent authorised by them.

(ii) “the Purchaser” means the person, firm or company purchasing Goods from or doing business with the Company.

(iii) “The Goods” means all products supplied by the Company to the Purchaser whether by means of sale, hire, rental or otherwise, including but not limited to Goods supplied under the brand names Conquip and whether the property of the Company or distributed by the company as the agent for another.

2.2 GENERAL

(a) These Conditions of Sale are in addition to any Special Conditions included in the Company’s quotations, hire agreements, or terms that are explicitly notified to the Purchaser by the Company as forming part of these Conditions of Sale.

(b) Any order by the Purchaser constitutes an offer by the Purchaser to purchase or hire (as applicable) the Goods in accordance with these Conditions. The Company reserves the right to accept or refuse any order given on the basis of its quotation. The Purchaser’s order shall only be deemed to be accepted when the Company confirms acceptance of the Order, whether verbally or in writing, at which time the contract between the Purchaser and the Company shall come into existence (“Contract”).

(c) Apart from the terms and conditions referred to in paragraph 2(a), these Conditions set out the entire agreement between the parties regarding the Contract, and the Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions.

(d) The Purchaser is responsible for ensuring that the terms of its order and any applicable specifications are complete and accurate. In purchasing the Goods from the Company, the Purchaser acknowledges that they do not rely upon skill or judgement of the Company or of its employees or agents as to matters connected with the Goods. When hiring Goods from the Company, the Purchaser is responsible for inspecting the Goods to ensure the Goods are of acceptable quality, are suitable and fit for the purpose to which the Purchaser requires, and the Company accepts no responsibility or liability for any subsequent alleged failure of the Goods to meet such requirements.

(e) The Purchaser shall be responsible for providing any guard or protection necessary to comply with any statutory requirements in connection with the operation of machinery.

(f) The Company warrants that on delivery, the Goods shall (I) conform in all material respects with their description, and (II) be free from material defects in design, material and workmanship.

(g) If the Goods supplied to the Purchaser do not comply with the warranty given in paragraph 2(f) above, the Purchaser must provide written notice to the Company of such non-compliance within three days of delivery. Subject to point 2(h), if the Company agrees that the Goods do not so comply the company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods. Credit will only be given for Goods returned if Delivery Note number is quoted and the Company has issued a Collection Note for the Goods.

(h) The Company shall not be liable for Goods’ failure to comply with the warranty set out in paragraph 2(f) if (I) the Purchaser makes any use of such Goods after providing notice as above, (II) the defect arises because the Purchaser failed to follow the Company’s oral or written instructions regarding the Goods; (III) the Purchaser alters or repairs such Goods without the written consent of the Company; or (IV) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

(i) Except as provided in this paragraph 2, the Company shall have no liability to the Purchaser in respect of the Goods’ failure to comply with the warranty set out in paragraph 2(f), and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract and these Conditions.

(j) When Goods are returned to the Company’s stock for credit, the Company reserves the right to deduct 25% from the original cost of the Goods, except where Goods are returned and exchanged at the same point in time for alternative Goods, then 20% of the original cost will be deducted.

(k) The Purchaser acknowledges and agrees that any ancillary services provided by the Company in relation to the Goods at the request of the Purchaser, including but not limited to installation, fitting or configuration services, are undertaken at the risk of the Purchaser and the Purchaser hereby disclaims, releases and holds harmless the Company from any loss or damage suffered by the Purchaser arising out of such services.

(l) All samples will be charged at the current rate and are non-returnable.

(m)The Company reserves the right to make a delivery charge according to the circumstances of each order.

(n) The Company’s policy is one of continuous growth and improvement in service and products.

We reserve the right to alter specifications and prices without prior notice.

2.3 PAYMENT

(a) The price of the Goods shall be the price set out in the order as agreed between the Company and the Purchaser, or, if no price is agreed, the price set out in the Company’s published price list in force as at the date of delivery.

(b) Unless alternate terms are agreed in writing, all sums become due and payable under these Conditions not later than 1 month from the end of the invoice month.

(c) Payment shall not be deemed to have been received until any cheque or transfer of funds has been cleared.

(d) Time for payment shall be of the essence.

(e) The Company reserves the right to charge interest at the rate of 3% above the base rate from time to time of Lloyds Bank PLC on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date of the payment under paragraph (b) of this Condition.

(f) The Purchaser shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law, and the Purchaser shall have no right assert any credit, set off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.

(g) If the Purchaser (being a company) has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with its creditors or commits a material or serious breach of the Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Purchaser and the Company without incurring any liability to the Purchaser, and all outstanding sums in respect of Goods delivered to the Purchaser shall become immediately due.

(h) The Company reserves the right at any time at its discretion to demand security or payment before continuing with or delivering any order.

(i) Unless otherwise agreed between the parties in writing, the Purchaser will be charged hire fees and charges for bank or public holidays and a two weeks minimum hire charge applies to all hire contracts.

2.4 RISK AND THE PASSING OF PROPERTY

(a) Risk in the Goods shall pass to the Purchaser when the Goods are delivered or collected by the Purchaser or its agent.

(b) Subject to paragraph 4(d) of these Conditions, title in the Goods shall not pass to the Purchaser until payment is received in full by the Company for the Goods and no other amounts then being outstanding from the Purchaser to the Company in respect of other Goods supplied by the Company.

(c) Until title to the Goods passes:

(i) the Purchaser will hold the Goods on a fiduciary basis as bailee for the Company; (ii) The Goods shall (subject to paragraph (c)(iii) of these Conditions) be kept separate and distinct from all other property of the Purchaser and of third parties and in good and substantial repair and condition, keep them insured against all risks and be stored in such a way as to be clearly identifiable as belonging to the Company; and (iii) The Purchaser may resell or use the Goods in the ordinary course of its business, subject to the Company being entitled to revoke such power of sale and use by notice to the Purchaser.

(d) Goods that are hired by the Purchaser shall at all times remain the property of the Company, and the Purchaser shall have no right, title or interest in or to such Goods (save the right to possession and use of such Goods subject to these Conditions and any hire agreement between the parties).

(e) Before title to the Goods passes to the Purchaser, if the Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver appointed of all or any part of its assets, or becomes bankrupt or insolvent, or enters into any arrangements with creditors, or the Company reasonably believes that any such events about to happen, then, provided that the Goods have not been resold or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.

(f)The Purchaser is liable for any hazardous material carried by their own transport and also upon receipt of any delivery by the Company.

2.5 DELIVERY

(a) Delivery will be deemed to have been effected after the Goods leave the premises of the Company or as the case may be the premises of the suppliers to the Company in circumstances where the Goods are delivered direct from such suppliers.

(b) Any dates quoted for delivery are approximate only, and time of delivery is not of the essence.

(c) The Company shall not be liable for any loss arising from its non-delivery, or by the failure to make Goods ready for collection on the due date, that is caused by (I) the Purchaser’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, or (II) any event beyond the Company’s reasonable control including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, traffic incidents or breakdowns, acts of God, war, terrorism, riot, civil commotion, breakdown of plant or machinery, natural disasters or default of the Company’s subcontractors.

(d) The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.

(e) Deviations in quantity of the Goods delivered (representing not more than 10 per cent by value) from that stated in these Conditions shall not give the Purchaser any right to reject the Goods or to claim damages, and the Purchaser shall be obliged to accept and pay at the Contract rate for the quantity of the Goods delivered.

2.6 LIABILITY & GENERAL

(a)Nothing in these Conditions shall limit or exclude the Company’s liability for (I) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (II) fraud or fraudulent misrepresentation; or (III) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

(b) The Company’s total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract or these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

(c) The Company shall not be liable to the Purchaser for any indirect or consequential loss, loss of profits or revenue, cost of management time, loss of business or business benefit whether such losses or damages arise in contract or tort.

(d) The Purchaser acknowledges that the Purchaser shall be responsible for any loss of or damage to hired Goods arising out of or in connection with any negligence, misuse, mishandling of the hired Goods, or that is otherwise caused by the Purchaser or its officers, employees, agents and contractors, and the Purchaser undertakes to indemnify the Company on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with the Purchaser’s use of any hired Goods.

(e) The Contract shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

3.1 INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

3.2 DEFINITIONS

Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges	the charges set out in the Contract or if no charges are detailed in the Contract, Conquip standard charges for the relevant Plant in force on the date Conquip issues a written acceptance of the Order to the Lessee.
Commencement Date	as set out in the Contract.
Conditions	these terms and conditions as amended from time to time in accordance with clause 3.17.8.
Conquip	Conquip Engineering Group registered in England and Wales with company number 04791365 whose registered office is at Unit 4, Waterbrook Estate, Alton, Hampshire, England, GU34 2UD.
Contract	the contract between Conquip and the Lessee for Plant hire in accordance with these Conditions or incorporating these Conditions.
Delivery	the transfer of physical possession of the Plant to the Lessee at the Site or other premises as shall be agreed between the parties in writing.
Delivery Date	the date of Delivery as set out in the Contract or as otherwise agreed between Conquip and the Lessee in writing in accordance with any agreed lead times.
Deposit	the deposit amount as may be determined by Conquip.
Force Majeure Event	has the meaning given to it in clause 3.16.
Hire Period	the period of hire as set out in clause 3.5.1.
Lessee	the person or firm who hires Plant from Conquip.
Off-Hire	means the end of the Hire Period, when the Plant is either returned to Conquip or made ready for collection, as notified by the Lessee to Conquip, and Off-Hired shall mean the process of ending the Hire Period by the Lessee in accordance with clause 3.5.1.
Order	the Lessee’s order for the hire of Plant.
Plant	the plant and machinery to be hired by Conquip to the Lessee as set out in the Contract and all substitutions and replacements of such plant and machinery and all related accessories, manuals and instructions provided for it.
Risk Period	the period during which the Plant is at the sole risk of the Lessee as set out in clause 3.6.3.
Site	the Lessee's premises where the Plant is to be kept, as set out in the Contract.
Specification	specification for the Plant as set out in the Contract or, if not set out, Conquip’s specification prevailing from time to time or, if there is none, the manufacturer’s specification prevailing from time to time.
Total Loss	due to the Lessee's default the Plant is, in Conquip's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT	value added tax chargeable in the UK.
Warranty	Conquip’s warranty as set out in clause 3.10.

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its personal representatives, successors and permitted assigns.
References to clauses are to the clauses of these Conditions.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written excludes fax but not email.

3.3 BASIS OF CONTRACT

(3.3.1) Conquip may accept or reject the Lessee’s Order for Plant at its sole discretion. The Order shall only be deemed to be accepted when Conquip issues written acceptance of the Order.

(3.3.2) The Lessee shall ensure that the terms of the Order are complete and accurate.

(3.3.3) Unless Conquip expressly agrees otherwise in writing, these Conditions apply to the Contract to the exclusion of any other terms that the Lessee seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Lessee waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Lessee that is inconsistent with these Conditions.

3.4 CHARGES

(3.4.1) The Lessee shall pay the Charges (and any additional charges as may be applicable in accordance with these Conditions or as may otherwise be set out in the Contract) to Conquip in accordance with the terms of the Contract. Unless otherwise specified in the Contract, the Charges shall be paid in pound sterling (GBP) and shall be made by bank transfer.

(3.4.2) Conquip will be entitled to vary the Charges at any time by giving written notice to the Lessee to reflect any variation in the cost of supplying the Plant which arises as a consequence of:

(3.4.2.1) any variation in the Lessee’s requirements for the Plant;

(3.4.2.2) any increase in the costs payable by Conquip to any third party supplier of the Plant;

(3.4.2.3) any increase in the cost of labour, fuel or other overhead costs;

(3.4.2.4) any information or instruction in respect of Plant provided by the Lessee being inaccurate or incomplete; or

(3.4.2.5) any failure or delay by the Lessee in providing information reasonably required by Conquip in relation to the Plant.

(3.4.3) Except as set out in clause 3.9.5, during the Hire Period the Lessee shall be liable for the Charges at the full rate notwithstanding that the Plant is idle for any reason, including due to:

(3.4.3.1) any act or omission (including negligence) of the Lessee, its employees, agents or contractors; and/or

(3.4.3.2) adverse weather and/or ground conditions; and/or

(3.4.3.3) any Force Majeure Event.

(3.4.4) Call out charges for repair or maintenance will apply at Conquip’s rates, except where such repair is carried out under clause 3.9.5.

(3.4.5) Unless otherwise specified in the Contract, the Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time prescribed by law.

(3.4.6) The Lessee shall pay each invoice submitted by Conquip within 30 days of the date of the invoice or in accordance with any credit terms agreed by Conquip and confirmed in writing to the Lessee.

(3.4.7) All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

(3.4.8) If the Lessee fails to make a payment due to Conquip under the Contract by the due date, then, without limiting Conquip’s remedies under clause 3.14, the Lessee shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(3.4.9) Conquip may require the Lessee to pay the Deposit at any time prior to or on Delivery. The Deposit is a deposit against default by the Lessee of payment of any Charges or any loss of or damage caused to the Plant. If so required by Conquip, the Lessee shall pay the Deposit to Conquip.

(3.4.10) If the Lessee fails to pay any Charges in accordance with the Contract, or causes any loss or damage to the Plant (in whole or in part), Conquip shall be entitled to apply the Deposit against such default, loss or damage. The Lessee shall pay to Conquip any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance of the Deposit) shall be refundable within twenty (20) Business Days of the end of the Hire Period.

3.5 DELIVERY & HIRE PERIOD

(3.5.1) Subject to the minimum period of hire under clause 3.5.2, the Hire Period shall commence on the date when the Plant is delivered on Site and shall continue until the Plant is Off-Hired by the Lessee. The Lessee may Off-Hire the Plant by providing written notice to Conquip.

(3.5.2) Unless otherwise set out in Conquip’s quotation, the Hire Period shall have a minimum duration of two (2) weeks from the date when the Plant is delivered on Site.

(3.5.3) Delivery shall be made in accordance with the terms set out in the Contract, and in the absence of any such agreement shall be made available by Conquip for collection by Lessee at Conquip’s premises or other location as may be notified by Conquip.

(3.5.4) Unless otherwise agreed between the parties in writing in advance, if the Plant is delivered on Site, the Lessee shall be responsible for the unloading and loading of the Plant.

(3.5.5) If the Lessee wishes to request delivery of the Plant by Conquip to the Site (for example, HIAB delivery), the Lessee shall notify Conquip of its requirement in the Order. Unless otherwise agreed by Conquip in writing, delivery charges shall be in addition to the Charges.

(3.5.6) Any dates and lead times quoted for Delivery of the Plant are approximate only, and the time of Delivery is not of the essence.

(3.5.7) The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the Delivery of the Plant. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Lessee has examined the Plant and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by Conquip, the Lessee’s duly authorised representative shall sign a receipt confirming such acceptance.

(3.5.8) If the Plant is delivered to the Site, in order to facilitate Delivery, the Lessee shall at its sole expense provide all requisite facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously.

(3.5.9) Where and to the extent Conquip has agreed to deliver the Plant to the Site and:

(3.5.9.1) the Lessee fails to accept Delivery of the Plant on the Delivery Date or if Conquip fails to deliver the Plant for any other reason outside of Conquip’s control, then, Conquip shall be entitled to charge the Lessee an aborted delivery charge; or

(3.5.9.2) or if Conquip’s vehicle is held waiting on Site for over 30 minutes, then, Conquip shall be entitled to charge the Lessee a waiting charge, except where such failure or delay is caused by Conquip’s failure to comply with its obligations under these Conditions.

3.6 TITLE, RISK AND INSURANCE

(3.6.1) The Plant shall at all times remain the property of Conquip, and the Lessee shall have no right, title or interest in or to the Plant (save the right to possession and use of the Plant subject to the terms and conditions of these Conditions).

(3.6.2) Conquip shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Lessee’s quiet possession of the Plant.

(3.6.3) The risk of loss, theft, damage or destruction of the Plant shall pass to the Lessee on Delivery. The Plant shall remain at the sole risk of the Lessee during the Hire Period and any further term during which the Plant is in the possession, custody or control of the Lessee (Risk Period) until such time as the Plant is redelivered to or collected by Conquip.

(3.6.4) During the Hire Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain full value insurance of the Plant against loss, damage, theft and such other risks as may from time to time be reasonably necessary and/or as Conquip may advise to the Lessee from time to time.

(3.6.5) On Conquip’s request, all insurance policies procured by the Lessee shall name Conquip on the policies as a loss payee in relation to any claim relating to the Plant. The Lessee shall be responsible for paying any deductibles due on any claims under such insurance policies.

(3.6.6) If the Lessee fails to effect or maintain any of the insurances required under these Conditions, Conquip shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Lessee.

(3.6.7) The Lessee shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Conquip and proof of premium payment to Conquip to confirm the insurance arrangements.

3.7 LESSEE’S RESPONSIBILITIES

(3.7.1) The Lessee shall during the Hire Period:

(3.7.1.1) ensure that the Plant is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Conquip and the applicable industry standards and in compliance with all laws and applicable regulations including any health and safety legislation which relates to the use of the Plant;

(3.7.1.2) where the Plant requires fuel, oil and/or electricity, ensure that the proper type of fuel, oil and/or voltage is used;

(3.7.1.3) take such steps (including compliance with all safety and usage instructions provided by Conquip) as may be necessary to ensure, so far as is reasonably practicable, that the Plant is at all times safe and without risk to health when it is being used or maintained by a person at work;

(3.7.1.4) make no alteration to the Plant and shall not remove any existing parts or components from the Plant without the prior written consent of Conquip unless to comply with any mandatory modifications required by law or any regulatory authority and/or unless the relevant part or component is replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same part or component or by one of a similar make and model or an improved or advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Plant shall vest in Conquip immediately on installation;

(3.7.1.5) not deface or cover up any name plate or mark of Conquip on the Plant;

(3.7.1.6) keep Conquip fully informed of all material matters relating to the Plant;

(3.7.1.7) keep the Plant at all times at the Site (unless otherwise agreed in writing) and at all times keep the Plant in the possession or control of the Lessee and keep Conquip informed of its location;

(3.7.1.8) not, without the prior written consent of Conquip, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Plant or allow the creation of any mortgage, charge, lien or other security interest in respect of it or any part of it;

(3.7.1.9) not without the prior written consent of Conquip, attach the Plant to any land or building so as to cause the Plant to become a permanent or immovable fixture on such land or building;

(3.7.1.1) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Conquip in the Plant;

(3.7.1.10) not, suffer or permit the Plant to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Plant is so confiscated, seized or taken, the Lessee shall notify Conquip and the Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Plant and shall indemnify Conquip on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

(3.7.1.11) not use the Plant for any unlawful purpose;

(3.7.1.12) ensure that at all times the Plant remains identifiable as being Conquip’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Plant;

(3.7.1.13) deliver up the Plant at the end of the Hire Period at such address as Conquip requires, or if necessary allow Conquip or its representatives access to the Site or any premises where the Plant is located for the purpose of removing the Plant; and

(3.7.1.4) not do or permit to be done anything which could invalidate the insurances referred to in clause 3.6.4.

(3.7.1.15) The Lessee shall obtain all appropriate licences and approvals in respect of the Plant at its own cost. It is the Lessee’s responsibility to satisfy itself that it has identified and applied for all appropriate government licences and approvals as may be required.

(3.7.2) The Lessee shall be responsible for compliance with all legislation, regulations, instructions and guidance applicable to the Plant, its operation, maintenance and inspections, including in relation to health and safety. For the avoidance of doubt, the Lessee shall indemnify Conquip against any and all charges, fines, or losses that Conquip may become liable for as a result of the Lessee utilising the Plant during the Hire Period.

(3.7.3) The Lessee shall be responsible for the condition of the Site, its ground and where applicable any access road and must ensure the Site is suitable for the Plant and the Delivery. Conquip shall not be responsible for the cost or expense of recovering any Plant from soft or unsuitable ground or a hazardous environment, which shall be the responsibility of the Lessee.

(3.7.4) The Lessee shall be responsible for the protection of, and liable for any damage to, any underground or above ground services and utilities on or adjacent to the Site caused by the Plant and the Lessee shall liaise as necessary and comply with all requirements of the relevant statutory authority or similar body.

3.8 MAINTENANCE AND INSPECTIONS

(3.8.1) The Lessee shall during the Hire Period:

(3.8.1.1) maintain at its own expense the Plant in good and substantial repair, in accordance with any maintenance instructions provided by Conquip and the applicable industry standards, in order to keep it in as good an operating condition as it was on the Delivery Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Plant;

(3.8.1.2) procure that routine inspections of the Plant are carried out by competent and suitably qualified personnel on a daily basis;

(3.8.1.3) maintain operating and maintenance records of the Plant and make copies of such records readily available to Conquip, together with such additional information as Conquip may reasonably require; and

(3.8.1.4) permit Conquip or its duly authorised representative to have access to the Plant to inspect, test, adjust, repair or replace the Plant at all reasonable times and for such purpose to enter on the Site or any premises at which the Plant may be located. Conquip reserves the right to charge the Lessee for any inspection or maintenance work carried out on the Plant during the Hire Period.

(3.8.2) It is the Lessee’s responsibility to ensure that all regular maintenance checks and inspections as may be required under any relevant legislation, including where applicable the Lifting Operations and Lifting Equipment Regulations 1998 (LOLER) (“Legislative Inspections”) are carried out in respect of the Plant. The Lessee shall during the Hire Period carry out all such Legislative Inspections and produce all certifications as required in accordance with the manufacturer’s guidelines or under any relevant legislation, including under LOLER.

(3.8.3) Without prejudice to the Lessee’s general responsibility under clause 3.8.2, Conquip may carry out the Legislative Inspections of the Plant if requested by the Lessee and agreed to by Conquip in writing. Such inspections by Conquip will incur an additional cost, payable by the Lessee, at Conquip’s rates.

(3.8.4) Any inspection report required under the relevant legislation and existing prior to the Hire Period can be provided by Conquip to the Lessee on request. The Lessee shall return such report on completion of the Hire Period.

(3.8.5) The Lessee shall be responsible for cleaning and decontaminating the Plant at the end of the Hire Period.

3.9 ACCIDENTS AND DAMAGE TO PLANT

(3.9.1) The Lessee shall notify Conquip immediately in the event that the Plant is involved in any accident resulting in injury to persons or damage to property. The Lessee shall not make any admission of liability.

(3.9.2) The Lessee shall notify Conquip immediately of any damage, defect, malfunction, or loss of the Plant or if the Lessee considers that the Plant may cause damage to property, in each case arising out of or in connection with the Lessee’s possession or use of the Plant, and in such event the Lessee shall cease using the Plant immediately.

(3.9.3) The Lessee shall be responsible for any loss of or damage to the Plant arising out of or in connection with any negligence, misuse, mishandling of the Plant or otherwise caused by the Lessee or its officers, employees, agents and contractors.

(3.9.4) The Lessee shall indemnify Conquip in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Conquip arising out of, or in connection with all claims by any person whatsoever for injury to person or property caused by or in connection with or arising out of the storage, operation or other use of the Plant during the continuance of the Hire Period.

(3.9.5) Conquip shall at its own discretion repair or replace the Plant in the event that it fails to comply with the Warranty or develops an inherent fault. In the event that the Plant is not operating due to the circumstances set out in the preceding sentence, the Lessee shall be given a pro rata allowance of the Charges. Conquip’s obligations under this clause 3.9.5 shall be the Lessee’s sole and exclusive remedy in respect of the Plant’s failure to comply with the Warranty or any inherent fault in the Plant.

(3.9.6) Subject to clause 3.9.5, Conquip reserves the right to charge the Lessee at any time during the Hire Period or on its termination:

(3.9.6.1) all costs and expenses in respect of:

(3.9.6.1.1) rectifying any damage to the Plant or any of its components (fair wear and tear excepted) which occurred during the Risk Period;

(3.9.6.1.2) loss of any component of the Plant which occurred during the Risk Period; and

(3.9.6.1.3) cleaning the Plant following collection of the Plant, in each case to return the Plant to a condition fit for rehire. Such costs and expenses shall be confirmed to the Lessee by Conquip, subject to supporting evidence. In addition, the Lessee will continue to pay the Charges during the Hire Period; and

(3.9.6.2) the full replacement cost of the Plant in respect of Total Loss and the Lessee will continue to pay the Charges during the Hire Period.

3.10 WARRANTY

Conquip warrants that on Delivery the Plant shall substantially conform to its Specification and shall comply with all relevant laws and standards, but gives no other warranty and makes no representation as to description or quality. All other warranties in relation to the quality of the Plant, whether express or implied by law, to the fullest extent permitted by law, excluded.

3.11 INTELLECTUAL PROPERTY

The Contract grants no right in respect of any intellectual and industrial property rights to the Lessee whether registered or unregistered (including know how and rights to prevent passing off) and together with all applications, renewals and extensions of the same of Conquip (or its licensors), except the right to use the Plant in the Licensor’s ordinary course of business for the purpose for which they were supplied and in accordance with these Conditions.

3.12 CONFIDENTIALITY

(3.12.1) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3.12.2.

(3.12.2) Each party may disclose the other party’s confidential information:

(3.12.2.1) to its employees, officers, representatives, agents, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 3.12; and

(3.12.2.2) as may be required by law, regulation, a court of competent jurisdiction or any governmental or regulatory authority.

(3.12.3) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

(3.12.4) Either party shall be entitled to make public announcements regarding the existence of their relationship under the Contract and are permitted to post on social media platforms (including images of the Plant) for promotional purposes. Each party shall ensure that any such announcements or posts are accurate and do not misrepresent the nature of the relationship.

3.13 LIMITATION OF LIABILITY

(3.13.1) The restrictions on liability in this clause 3.13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

(3.13.2) Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(3.13.2.1) death or personal injury caused by negligence;

(3.13.2.2) fraud or fraudulent misrepresentation;

(3.13.2.3) breach of the terms implied by section 7 of the Supply of Goods and Services Act and section 8 of the Supply of Goods (Implied Terms) Act 1973; and

(3.13.2.4) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

(3.13.3) Subject to clause 3.13.2, Conquip’s total aggregate liability to the Lessee in connection with the Plant hire under any Contract shall not exceed the total amount of Charges paid by the Lessee in respect of the Plant supplied under the relevant Contract in respect of which the liability arose.

(3.13.4) Subject to clauses 3.13.2 and 3.13.3, Conquip shall not be liable to the Lessee for:

(3.13.4.1) loss of profits;

(3.13.4.2) loss of sales or business;

(3.13.4.3) loss of agreements or contracts;

(3.13.4.4) loss of anticipated savings;

(3.13.4.5) loss of use or corruption of software, data or information;

(3.13.4.6) loss of or damage to goodwill; and

(3.13.4.7) indirect or consequential loss.

(3.13.5) Subject to clause 3.13.2, all implied terms and conditions as to the quality or performance of the Plant and any other goods or services provided under the Contract are, to the fullest extent permitted by law, excluded from these Conditions.

(3.13.6) This clause 3.13 shall survive termination of the Contract.

3.14 TERMINATION

(3.14.1) Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(3.14.1.1) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 60 days after receipt of notice in writing to do so;

(3.14.1.2) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(3.14.1.3) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(3.14.1.4) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

(3.14.2) Without affecting any other right or remedy available to it, Conquip may terminate the Contract with immediate effect by giving written notice to the Lessee if the Lessee fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

(3.14.3) For the purposes of clause 3.14.1.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which a party would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

(3.14.4) The Contract shall automatically terminate if a Total Loss occurs in relation to the Plant.

(3.14.5) Without affecting any other right or remedy available to it, Conquip may suspend all further deliveries of Plant under the Contract or any other contract between the Lessee and Conquip if the Lessee fails to pay any amount due under the Contract on the due date for payment, the Lessee becomes subject to any of the events listed in clause 3.14.1, or Conquip reasonably believes that the Lessee is about to become subject to any of them.

3.15 CONSEQUENCES OF TERMINATION AND RETURN OF PLANT

(3.15.1) At the end of the Hire Period, if the Lessee chooses to arrange its own transport for the return of the Plant, the Lessee must ensure that the Plant is returned to Conquip within the agreed time, and unless otherwise agreed in writing, within 5 Business Days of the end of the Hire Period.

(3.15.2) Subject to clause 3.14, on expiry or termination of the Contract, however caused:

(3.15.2.1) Conquip’s consent to the Lessee’s possession of the Plant shall terminate;

(3.15.2.2) Conquip may, by its authorised representatives, without notice and at the Lessee’s expense, retake possession of the Plant and for this purpose may enter the Site or any premises at which the Plant is located; and

(3.15.2.3) without prejudice to any other rights or remedies of the Lessee, the Lessee shall immediately pay to Conquip:

(3.15.2.3.1) all Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 3.4.8; and

(3.15.2.3.2) any costs and expenses incurred by Conquip in recovering the Plant or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

(3.15.3) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

(3.15.4) Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

3.16 FORCE MAJEURE

(3.16.1) Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, either party may terminate the Contract by giving 20 Business Days’ written notice to the affected party.

(3.16.2) Clause 3.16.1 shall be subject to the Lessee’s obligation to pay the Charges under clause 3.4.3.3.

3.17 GENERAL

(3.17.1) Conquip may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(3.17.2) The Lessee shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Conquip.

(3.17.3) The Contract, together with any documents referred to in it, constitutes the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract.

(3.17.4) Both parties acknowledge that, in entering into the Contract it does not rely on any statement, representation, assurance or warranty of any person (whether a party to the Contract or not) other than as expressly set out in the Contract.

(3.17.5) Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

(3.17.6) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

(3.17.7) Failure or delay by a party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

(3.17.8) Except as set out in the Contract, no variation of the Contract shall be effective unless it is in writing and signed by the parties.

(3.17.9) The parties do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

(3.17.10) The formation, existence, construction, performance, validity and all aspects of the Contract and any and all matters relating to it shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

(3.17.11) Each party shall have a right to refer any difference or dispute arising under or in connection with the Contract to adjudication and the procedure set out in Part 1 of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (or any amendment or re-enactment thereof for the time being in force) will apply. The specified nominating body to select adjudicators shall be the Construction Plant-hire Association acting by its President or Chief Executive for the time being. Each party shall comply forthwith with any decision of the adjudicator and shall submit to summary judgment and enforcement in respect of all such decisions, in each case, without any defence, set-off, counterclaim, abatement, or deduction.

4.1. INTERPRETATION

4.1.1 DEFINITIONS

Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date	has the meaning given in clause 4.2.2.
Conditions	these terms and conditions as amended from time to time in accordance with clause 4.17.8.
Contract	the contract between Conquip and the Supplier for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
Conquip	Conquip Engineering Group registered in England and Wales with company number 04791365 whose registered office is at Unit 4, Waterbrook Estate, Alton, Hampshire, England, GU34 2UD.
Conquip Materials	any materials, equipment and tools, drawings, specifications and data supplied by Conquip to the Supplier.
Deliverables	all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Delivery Date	the date specified by Conquip in the Order, or as otherwise agreed by the parties in writing.
Delivery Location	the address for delivery of the Goods specified by Conquip in the Order, or as otherwise notified by Conquip to the Supplier in writing.
Goods	the goods (or any part of them) set out in the Order.
Goods Specification	any specification for the Goods, including any related plans and drawings, that is provided to the Supplier by Conquip or, if not so provided, any specification agreed in writing between the parties, or in the absence of any such agreement, the normal standards of quality for the relevant Goods.
Order	Conquip’s order for the supply of Goods and/or Services, as set out in Conquip’s purchase order form.
Services	the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
Service Specification	the description or specification for Services agreed in writing by Conquip and the Supplier.
Supplier	the person or firm from whom Conquip purchases the Goods and/or Services.

4.1.2 INTERPRETATION

(4.1.2.1) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(4.1.2.2) A reference to a party includes its personal representatives, successors and permitted assigns.
References to clauses are to the clauses of these Conditions.

(4.1.2.3) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(4.1.2.4) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(4.1.2.5) A reference to writing or written excludes fax but not email.

4.2. BASIS OF CONTRACT

(4.2.1) The Order constitutes an offer by Conquip to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

(4.2.2) The Order shall be deemed to be accepted on the earlier of:

(4.2.2.1) the Supplier issuing written acceptance of the Order; or

(4.2.2.2) any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (Commencement Date).

(4.2.3) These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

(4.2.4) All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

(4.2.5) The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

(4.2.6) Where Conquip engages the Supplier to prepare and supply a Goods Specification or Services Specification, the Supplier shall be responsible for ensuring that such resulting Specification and Deliverables meet Conquip’s requirements as communicated to the Supplier.

(4.2.7) Approval by Conquip of any Goods Specification or Services Specification provided by the Supplier, or any other approvals or sign-offs provided by Conquip do not release the Supplier from its obligations under these Conditions, including clauses 4.2.6 and the warranty contained in clause 4.3.1.

4.3. SUPPLY OF GOODS

(4.3.1) The Supplier shall ensure that the Goods shall:

(4.3.1.1) correspond with their description and any applicable Goods Specification;

(4.3.1.2) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Conquip expressly or by implication, and in this respect Conquip relies on the Supplier’s skill and judgement;

(4.3.1.3) where they are manufactured products, be free from defects in design, material and workmanship and remain so for the duration of any warranty period applicable to the Goods, and, unless otherwise agreed between the parties in writing, for at least four (4) years after delivery;

(4.3.1.4) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and

(4.3.1.5) shall be safe for use in compliance with all applicable statutory and regulatory requirements relating to safety.

(4.3.2) The Supplier shall ensure that the Goods and any raw materials meet all applicable testing standards, including without limitation any testing standards identified by Conquip and made available to the Supplier, and shall provide all required and relevant testing certification and documentation in relation to the Goods and raw materials to Conquip in a timely fashion and in any case before shipment. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

(4.3.3) Conquip may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

(4.3.4) If following such inspection or testing Conquip considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 4.3.1, Conquip shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

(4.3.5) Conquip may conduct further inspections and tests after the Supplier has carried out its remedial actions.

(4.3.6) The Supplier shall not be entitled to make changes to the Goods Specification without Conquip’s written consent.

(4.3.7) Conquip may at any time before delivery of the Goods make changes to the Order, including changes to the Goods Specification, by giving the Supplier written notice. If such changes result in a material increase in the costs of sourcing the Goods or raw materials, or manufacturing, or the time required for delivery of the Goods by the Supplier, an equitable adjustment shall be made to the price of the Goods or the Delivery Date (or both). Any such adjustment must be approved in writing by Conquip before the Supplier proceeds with the performance of any such changes.

4.4. DELIVERY OF GOODS

(4.4.1) The Supplier shall ensure that:

(4.4.1.1) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(4.4.1.2) each delivery of the Goods is accompanied by a delivery note (either in physical form or by e-mail, as may be directed by Conquip from time to time) which shows the date of the Order, the Order number, the type, description and quantity of the Goods (including the code number of the Goods (where applicable) and all other information as required in the Order or otherwise notified by Conquip to the Supplier in writing; and

(4.4.1.3) if the Supplier requires Conquip to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the discretion of Conquip and at the cost of the Supplier.

(4.4.2) The Supplier shall deliver the Goods:

(4.4.2.1) on the Delivery Date, and time of delivery is of the essence;

(4.4.2.2) at the Delivery Location;

(4.4.2.3) in such quantities as specified in the Order; and

(4.4.2.4) in accordance with any delivery terms as set out in the Order.

(4.4.3) Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

(4.4.4) If the Supplier:

(4.4.4.1) delivers less than 95% of the quantity of Goods ordered, Conquip may reject the Goods; or

(4.4.4.2) delivers more than 105% of the quantity of Goods ordered, Conquip may at its sole discretion reject the Goods or the excess Goods,

and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Conquip accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

(4.4.5) The Supplier shall not deliver the Goods in instalments without Conquip’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they shall be invoiced and paid for separately for each instalment and in accordance with any payment terms set out in the Order. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Conquip to the remedies set out in clause 4.7.1.

4.5. TITLE AND RISK

(4.5.1) Risk in the Goods shall pass to Conquip on completion of delivery.

(4.5.2) Title in the Goods shall pass to Conquip on completion of delivery or payment of the price of the Goods (in whole or in part), whichever occurs first.

4.6. SUPPLY OF SERVICES

(4.6.1) The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Conquip in accordance with the terms of the Contract.

(4.6.2) The Supplier shall meet any performance dates for the Services specified in the Order or that Conquip notifies to the Supplier and time is of the essence in relation to any of those performance dates.

(4.6.3) In providing the Services, the Supplier shall:

(4.6.3.1) co-operate with Conquip in all matters relating to the Services, and comply with all instructions of Conquip;

(4.6.3.2) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

(4.6.3.3) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

(4.6.3.4) ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Conquip expressly or impliedly makes known to the Supplier;

(4.6.3.5) provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(4.6.3.6) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Conquip, will be free from defects in workmanship, installation and design;

(4.6.3.7) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(4.6.3.8) observe all health and safety rules and regulations and any other security requirements that apply at any of Conquip’s premises;

(4.6.3.9) hold all Conquip Materials in safe custody at its own risk, maintain Conquip Materials in good condition until returned to Conquip, and not dispose of or use Conquip Materials other than in accordance with Conquip’s written instructions or authorisation;

(4.6.3.10) not do or omit to do anything which may cause Conquip to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Conquip may rely or act on the Services; and

(4.6.3.11) comply with any additional obligations as set out in the Service Specification.

4.7. CONQUIP REMEDIES

(4.7.1) If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, Conquip shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

(4.7.1.1) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(4.7.1.2) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;

(4.7.1.3) to recover from the Supplier any costs incurred by Conquip in obtaining substitute goods or services from a third party;

(4.7.1.4) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and

(4.7.1.5) to claim damages for any additional costs, loss or expenses incurred by Conquip which are in any way attributable to the Supplier’s breach.

(4.7.2) If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.3.1, then, without limiting or affecting other rights or remedies available to it, Conquip shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:

(4.7.2.1) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(4.7.2.2) to accept the Goods for a discounted price at the rate agreed between the parties in writing;

(4.7.2.3) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

(4.7.2.4) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(4.7.2.5) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(4.7.2.6) to recover from the Supplier any expenditure incurred by Conquip in obtaining substitute goods from a third party; and

(4.7.2.7) to claim damages for any additional costs, loss or expenses incurred by Conquip arising from the Supplier’s failure to supply Goods in accordance with clause 4.3.1.

(4.7.3) If the Supplier has supplied Services that do not comply with the requirements of clause 4.6.3.4 then, without limiting or affecting other rights or remedies available to it, Conquip shall have one or more of the following rights and remedies:

(4.7.3.1) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(4.7.3.2) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;

(4.7.3.3) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);

(4.7.3.4) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(4.7.3.5) to recover from the Supplier any expenditure incurred by Conquip in obtaining substitute services or deliverables from a third party; and

(4.7.3.6) to claim damages for any additional costs, loss or expenses incurred by Conquip arising from the Supplier’s failure to comply with clause 4.6.3.4.

(4.7.4) These Conditions shall extend to any substituted or remedial Services or repaired or replacement Goods supplied by the Supplier.

(4.7.5) Conquip’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

4.8. CONQUIP’S OBLIGATIONS

(4.8.1) Conquip shall:

(4.8.1.1) provide the Supplier with reasonable access at reasonable times to Conquip’s premises for the purpose of providing the Services; and

(4.8.1.2) provide such necessary information for the provision of the Services as the Supplier may reasonably request.

4.9. CHARGES AND PAYMENT

(4.9.1) The price for the Goods shall be the price set out in the Order.

(4.9.2) Unless otherwise stated in the Order, the price of the Goods:

(4.9.2.1) includes amounts in respect of value added tax (VAT); and

(4.9.2.2) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing with Conquip.

(4.9.3) The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Conquip, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

(4.9.4) The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Conquip to inspect such records at all reasonable times on request.

(4.9.5) Unless otherwise agreed between the parties in writing:

(4.9.5.1) in respect of the Goods, the Supplier shall invoice Conquip on or at any time after completion of delivery; and

(4.9.5.2) in respect of Services, the Supplier shall invoice Conquip on completion of the Services.

Each invoice shall include such supporting information required by Conquip to verify the accuracy of the invoice, including the relevant purchase order number.

(4.9.6) In consideration of the supply of Goods and/or Services by the Supplier, unless otherwise agreed between the parties in writing, Conquip shall pay correctly rendered invoices within 90 days of the end of the month when the invoice was received from the Supplier. Payment shall be made to the bank account nominated in writing by the Supplier.

(4.9.7) Unless otherwise stated in the Order, all amounts payable by Conquip under the Contract are inclusive of amounts in respect of valued added tax chargeable from time to time (VAT).

(4.9.8) If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England’s base rate from time to time, but at 2% a year for any period when the base rate is below 0%.

(4.9.9) Conquip may at any time, without notice to the Supplier, set off any liability of the Supplier to Conquip against any liability of Conquip to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Conquip of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

4.10. INTELLECTUAL PROPERTY RIGHTS

(4.10.1) The Supplier acknowledges that any intellectual property rights subsisting in any Conquip Materials are and remain the exclusive property of Conquip or, where applicable, the third party licensor from whom Conquip derives the right to use them.

(4.10.2) The Supplier further acknowledges that to the extent that the Goods are to be manufactured in accordance with a Specification supplied by Conquip or in accordance with a Specification prepared by utilising or incorporating Conquip Materials or any part of them, or in accordance with any Specification prepared by the Supplier for Conquip in accordance with clause 4.2.6, any intellectual property rights created or arising from any modification or enhancement of such Goods during the manufacturing process or their Specification shall be the exclusive property of Conquip. The Supplier assigns (by way of present and, where appropriate, future assignment) all such intellectual property rights with full title guarantee to Conquip.

(4.10.3) The Supplier shall use Conquip Materials exclusively for the purposes of supplying the Goods and/or Services to Conquip and undertakes that it shall not supply goods to the specification provided by Conquip (or substantially similar) or specification developed by utilising or incorporating Conquip Materials to any third party (unless authorised to do so by Conquip).

(4.10.4) All intellectual property rights developed by the Supplier independently of the subject matter of the Contract are and shall remain the exclusive property of the Supplier.

4.11. INSURANCE

During the term of the Contract and, in respect of the Services and any manufactured Goods, for a period of four (4) years afterwards, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to Conquip on demand both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

4.12. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

(4.12.1) In performing its obligations under the Contract, the Supplier shall:

(4.12.1.1) comply with all applicable laws, statutes, regulations and codes from time to time in force; and

(4.12.1.2) comply with the Mandatory Policies.

(4.12.2) Breach of clause 4.12.1 shall constitute an irremediable material breach of the Contract.

4.13. TERMINATION

(4.13.1) Without limiting its other rights or remedies, Conquip may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(4.13.1.1) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Supplier being notified in writing to do so;

(4.13.1.2) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(4.13.1.3) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(4.13.1.4) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(4.13.1.5) the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

4.14. CONSEQUENCES OF TERMINATION

(4.14.1) On termination of the Contract, the Supplier shall immediately deliver to Conquip all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then Conquip may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

(4.14.2) Termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

(4.14.3) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

4.15. CONFIDENTIALITY 

(4.15.1) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 4.15.2.

(4.15.2) Each party may disclose the other party’s confidential information:

(4.15.2.1) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 4.15; and

(4.15.2.2) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(4.15.3) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

4.16. NOTICES

(4.16.1) Any notice or other formal communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office, or by email.

(4.16.2) Any notice or communication shall be deemed to have been received:

(4.16.2.1) if delivered by hand, at the time the notice is left at the proper address;

(4.16.2.2) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if by air-mail on the fifth Business Day after posting; and

(4.16.2.3) if sent by email, at the time of transmission subject to satisfactory proof of despatch.

(4.16.3) This clause 4.16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

4.17. GENERAL

(4.17.1) Conquip may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(4.17.2) The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Conquip.

(4.17.3) The Contract, together with any documents referred to in it, constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract.

(4.17.4) Each party acknowledges that, in entering into the Contract it does not rely on any statement, representation, assurance or warranty of any person (whether a party to the Contract or not) other than as expressly set out in the Contract.

(4.17.5) Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

(4.17.6) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

(4.17.7) Failure or delay by a party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

(4.17.8) Except as set out in the Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by Conquip.

(4.17.9) The Contract does not give rise to any rights of a third party which is not a party to it.

(4.17.10) The formation, existence, construction, performance, validity and all aspects of the Contract and any and all matters relating to it shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.