STAMINA HANDLING LIMITED
The terms and conditions of the Contract shall be these Conditions. These Conditions may not be varied, altered or amended except by or on the authority of a director of Stamina Handling Limited (stamina). Acceptance of delivery of the Equipment or performance or part performance of the Services shall be deemed conclusive evidence of the Client’s acceptance of these Conditions
Our prices are based on the following:
? It is the customer’s responsibility to check that the floor is of suitable construction to erect pallet racking and capable of sustaining the weight of the racking and the goods it will hold, to its maximum loading capacity. We can appoint a structural engineer on your behalf should you think the floor is unsuitable. This will be an extra cost.
? It is the customer’s responsibility to check that the forklift truck is suitable to work alongside the racking provided.
? The clear and level site together with the free use of a forklift truck during construction.
? The work will be carried out during normal working hours, i.e. Monday to Friday 8.00am to 5.00pm.
? A clear working area with adequate power and lighting.
? Customer to provide skip or other means for disposal of rubbish.
? Stamina takes standard health and safety precautions; safety shoes, high visibility vests, hard hats and safety glasses. If the customer has any special requirements or if there are any tool restrictions, the customer is responsible for informing Stamina in advance of any work taking place.
? If we have purchased any racking from you this has been costed on the basis that it meets the SEMA guidelines with regards to damage if not the price will be retrospectively reduced on a pro rata basis. The definition of racking includes shelving and any other components that make up the racking structure such as rack protectors, dividers, guide rails etc unless clearly stated in writing.
? All Invoices are emailed unless otherwise agreed in advance.
In these Conditions:
Client means the customer who contracts for the Services and Equipment from stamina;
Conditions means the terms and conditions of supply of Equipment and Services set out in this document;
Confidential Information means information of a confidential nature (including trade secrets and information of commercial value) known to Stamina and concerning stamina and the Equipment or Services and communicated to the Client by stamina;
Contract means any project/contract or agreement in writing between stamina and the Client;
Equipment means any equipment which stamina is to supply under the Contract in accordance with these Conditions;
Force Majeure means any circumstances beyond the reasonable control of stamina (including, without limitation, any civil commotion, insurrection, act of God, fire, act of government, breakdown of equipment and/or machinery, difficulties in obtaining transport, materials, labour, fuel, parts or machinery, failure of sub-contractors, strike, lock out or other industrial action);
Price means except as otherwise provided in these Conditions the price of the Equipment and Services set out in the most recent written quotation given by stamina to the Client or as otherwise agreed in writing between stamina and the Client (any Price quoted does not include overtime (after 6pm) or work during holiday periods not connection fees for power supplies);
Services means the services to be performed by stamina as set out in the Contract;
Specification includes any plans, drawings, data, formulae, instructions or other information relating to the Equipment or Contract agreed with the Client.
1. PRICE AND PAYMENT
1.1 Stamina shall be entitled to vary the Price of the Equipment and/or Services for whatever reason including but not limited to any relevant change in foreign exchange rates, currency regulations, taxes or duties, supplier price increases, and other manufacturing or any other costs relevant to or having effect upon the supply or delivery of the Equipment or performance of the Services.
1.2 If the Client fails to pay the Price on the due date then, without prejudice to any other right or remedy available to stamina, stamina shall be entitled to:
1.2.1 charge the Client interest from the due date up to the date of actual payment in full (both before and after judgement) on the amount unpaid, at the rate of 4 per cent per annum above the base rate of stamina bank from time to time or such other rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time. Such interest shall accrue on a daily basis and be compounded monthly.
1.2.2 Suspend or cancel service or deliveries of any Equipment due to the Client and/or
1.2.3 Appropriate any payment made by the Client to such of the Equipment (or equipment supplied under any other contract with the Client) or services as stamina may in its discretion think fit.
1.3 Time for payment by the Client shall be of the essence of the Contract.
1.4 The Client shall not be entitled to claim any right of set off in respect of any obligation on the part of stamina.
1.5 Unless otherwise agreed, all prices quoted on projects in excess of £1000.00 (one thousand pounds) are calculated with the following payment terms:
40% on order
40% on delivery
20% on completion
Any quotation price remains valid for a period of 30 days from the date of such quotation.
1.6 All invoices are to be emailed to the client. The client maybe charged postage if a hard copy is required.
2.1 Verbal orders shall not be deemed to be accepted until confirmed in writing by stamina and the Client shall be responsible to stamina for ensuring the accuracy of the terms of any order (including any applicable Specification) and for giving stamina necessary information within a sufficient time to enable stamina to perform the Contract in accordance with its terms.
2.2 The Client shall indemnify stamina against all loss, damages, costs and expenses awarded against or incurred by stamina in connection with or paid or agreed to be paid by stamina in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from stamina use of the Client’s Specification.
2.3 stamina reserves the right to make any changes in the Specification of the Equipment or the Services which are required to conform with any applicable statutory or EC requirements or, where the Equipment or the Services are to be supplied to the Client’s Specification, which do not materially affect their quality or performance.
3.1 It shall be the sole responsibility of the Client to ensure that the floors, surfaces and foundations upon which the installation of the Equipment is to be carried out are suitably surfaced and of adequate strength to support the Equipment and maximum loads to be imposed on the Equipment.
3.2 In the event that stamina agrees to erect and/or dismantle the Equipment the Client shall warrant that:
3.2.1 Stamina shall have such uninterrupted access to the Contract site as stamina shall require for the performance of the Contract (minimum period of between 8.00 am to 6.00 pm Monday to Friday);
3.2.2 the Client’s sites are fully prepared, suitable and safe for the erection or dismantling of the Equipment as appropriate and the Client will indemnify stamina on demand against all demands, actions, proceedings, expenses, costs, claims, loss, damage or liability to which stamina may become liable or subject whether directly or indirectly due to the performance of the Services or breach of this clause 3.
3.2.3 the installation of Equipment is on the same level as delivered Equipment and access from any delivery or storage point to the installation area is straightforward.
3.3 The Client accepts that stamina is entitled to charge for additional costs incurred due to the Client’s breach of this clause 3.
4.1 stamina reserves the right to supply the Equipment in more than one consignment and to invoice the Client for each such consignment. Each consignment shall be a separate transaction and any failure or delay in delivery of one consignment shall not affect the due performance of the Contract as a whole and specifically shall not entitle the Client to reject subsequent consignments or to terminate the Contract.
4.2 The Client shall be responsible for ensuring safe receipt and unloading of the Equipment and shall store or make available secure storage facilities within close proximity to the working site.
4.3 Time for delivery is not of the essence and shall commence upon the receipt of stamina of:
4.3.1 approved working drawings;
4.3.2 Local Authority approvals (including but not limited to building regulations).
4.4 If the Client fails to take delivery of the Equipment or fails to give stamina adequate delivery instructions 5 days prior to delivery then without prejudice to any other right or remedy of stamina, stamina may:
4.4.1 Store the Equipment until actual delivery and charge the Client the reasonable costs (including but without limitation insurance costs) of storage; and/or
4.4.2 Sell the Equipment at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the Price paid under the Contract or charge the Client for any shortfall below the Price under the Contract.
4.5 Stamina shall endeavour to perform the Services within any timescales agreed with the Client or, in the absence of such agreement, as soon as reasonably practicable.
5. PROPERTY AND RISK
5.1 Except as provided otherwise in these Conditions the Equipment shall remain the property of stamina until such time as the Client has paid in full for Equipment for which payment is then due.
5.2 Whilst the Equipment remains the property of stamina and the Client:
5.2.1 has any distress or execution levied against the Equipment or any of the Client’s assets; or
5.2.2 has a bankruptcy order made against him; or
5.2.3 goes into liquidation whether voluntary or compulsory (except solely for the purposes of reorganisation approved in advance in writing by stamina after receiving reasonable notice of the same; or
5.2.4 makes an arrangement with its creditors; or
5.2.5 has an administrative receiver appointed over its assets; or
5.2.6 receives a written demand from stamina to pay overdue sums owed to stamina; or
5.2.7 ceases or threatens to cease to carry on business; or
5.2.8 becomes subject to an Administration Order; or
5.2.9 breaches this Agreement then, without prejudice to any claim by stamina against the Client or any other rights hereunder, stamina or its authorised representatives may at any time without notice retake possession of the Equipment and for such purposes the Client hereby irrevocably grants to stamina or its representatives licence to enter upon any premises belonging to or in the occupation or control of the Client or any third party and the Client shall be responsible for all costs, charges and expenses so incurred in retaking possession of the Equipment as aforesaid. The Client shall also bear the reasonable costs incurred by stamina at any time in ascertaining the whereabouts of the Equipment and/or the Client.
5.3 Until stamina has received payment for the Contract in full the Client shall hold the Equipment as fiduciary agent and bailee and agrees to keep all Equipment that is the property of stamina in such a way that it is readily identifiable as such, to insure the same for its full value and to make a note in its accounting records that the Equipment is the property of stamina.
5.4 The Equipment shall be at the risk of the Client from the time it is tendered for delivery at an agreed destination or is available for collection by the Client or cease to be in the possession of stamina and in particular when it is delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailee or agent for the purpose of transmission whether or not such person contracts with or is instructed by stamina or the Client.
5.5 The Client shall not sublet hire pledge or in any way charge by way of security or part with possession of the Equipment which remains the property of stamina without the prior written consent of e-racing. This clause is a fundamental term of the Contract. Without prejudice to stamina other rights and remedies, if the Client acts in breach of this clause all monies owed by the Client to stamina will become immediately due and payable and stamina may immediately repossess the Equipment and demand payment forthwith.
6. CLIENT PROVISIONS
6.1 The Client shall provide stamina with the following from the delivery date of Equipment or as otherwise instructed by stamina;
6.1.1 power on site for hand tools;
6.1.2 adequate lighting;
6.1.3 a fork lift truck;
6.1.4 a skip for waste material within a reasonable working distance; and
6.1.5 access to and use of a telephone
6.2 All Contracts and orders are subject to stamina preparing a full site survey and approval in writing by the Client of all site drawings prior to ordering any materials.
7. CDM REGULATIONS
The price is calculated on the basis that the CDM Regulations do not apply to the Services or Equipment supplied by stamina. stamina reserves the right to charge any extra costs to undertake the responsibilities of either the planning supervisor or principal contractor.
8. INTELLECTUAL PROPERTY
8.1 Any intellectual property in the Equipment and site drawings remains and shall belong exclusively to stamina and the Client hereby assigns to stamina any current and/or future intellectual property rights in the Equipment or site drawings to be produced specifically for the Client.
8.2 If the assignment of intellectual property comprised in clause 8.1 above is invalid or defective the Client shall immediately upon request execute such documents and do such act or acts as shall be required to vest the intellectual property in the Equipment in stamina solely.
8.3 The Client shall be entitled to a royalty-free licence to the intellectual property rights in the Equipment sufficient to enable it to use the Equipment for the purpose contemplated at the date of the Contract (which the Client shall indicate to stamina at that time if the Client fails to indicate such purpose, a licence on terms acceptable to stamina shall apply).
8.4 Any Specification which stamina submits to the Client (and any copyright therein) shall remain stamina property and must not be copied or shown to any third party without stamina express consent in writing being obtained in advance and must be returned to stamina on demand together with any copies thereof.
9.1 The Client shall be solely responsible at its own cost (stamina to be reimbursed) for ensuring compliance with any local authority, fire, health and safety or other regulations and applicable laws and for obtaining all necessary consents, permissions and approvals for the use or storage of the Equipment and/or performance of the Services.
9.2 Except as provided in Clause 9.3 and 9.5 stamina shall bear no liability for:
9.2.1 any loss, damage or injury arising from any defect in or unsuitability of any goods, materials or property supplied to stamina by or on behalf of the Client (whether the property of the Client or otherwise) for use by stamina in carrying out its obligations under the Contract whether by incorporation into the Equipment or otherwise;
9.2.2 any loss or damage to the Equipment in transit or late delivery;
9.2.3 any loss of profit, business, revenue, contracts, anticipated savings, management time or for any special, indirect or consequential loss or damage whatsoever.
9.2.4 any defects arising from fair wear and tear, wilful damage, negligence, failure to follow stamina instructions, or the misuse or alteration or repair of the Equipment by or on behalf of the Client without stamina approval.
9.3 Staminas’ entire liability for, under or in connection with any Contract will not exceed the Price of the Equipment or Services as specified in that Contract and stamina shall be under no liability if the total Price for the Equipment or Services has not been paid by the due date for payment.
9.4 The Client shall only be entitled to the benefit of any warranty or guarantee that stamina has received from the manufacturer.
9.5 Nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by stamina racking’ negligence
9.6 The Client shall effect and maintain a policy of insurance to provide such cover as stamina shall require from time to time in respect of the Client’s potential liability to stamina hereunder.
10.1 If the Client fails to take delivery of the Equipment or commits any breach of these Conditions or any of the events mentioned in clause 5 above shall occur, or if, in the opinion of stamina, the financial standing of the Client becomes unsatisfactory, stamina may, without prejudice to its other rights and remedies, terminate the Contract and any other contract between the Client and stamina by notice in writing to the Client. In the event of termination under the provisions of this clause stamina shall be relieved of all liability under the Contract and any other contract so determined but such termination shall be without prejudice to the claim or right or remedy stamina might otherwise have against the Client.
10.2 Cancellation of the Contract by the Client, in whole or in part, may not be effected except with the written consent of stamina and in such event the Client will reimburse stamina for any expenditure or costs legal or otherwise incurred by stamina in relation to the Contract or these Conditions and all monies outstanding for the Equipment shall become immediately due and payable. stamina may at its discretion accept the return (at the Client’s expense) of Equipment the Client has not paid for at the date of cancellation.
11. FORCE MAJEURE
11.1 stamina shall not be deemed to be in breach of the Contract, or otherwise be liable to the Client, for any delay or total or partial failure in performance of any of its obligations under the Contract to the extent that such delay or total or partial failure in performance is due to any Force Majeure or caused by the Client. In such circumstances stamina shall give notice to the Client and the Contract and/or these Conditions shall be suspended for the period of the Force Majeure.
11.2 If the event referred to in clause 11.1 persists for a continuous period of 6 months either party may terminate the Contract
12.1 The Client agrees that it will at all times (both during the term of this Contract and after its termination) keep confidential, and will not use (other than strictly for the purposes of this Contract) and will not without the prior written consent of the stamina disclose to any third party any Confidential Information.
12.2 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Client from the stamina shall be returned promptly to the stamina on termination, and no copies shall be kept.
13.1 The Client acknowledges that adequate information about the use and safety of the Equipment is available from stamina.
13.2 Unless otherwise agreed or referred to in these Conditions any notice to be given under these Conditions may be delivered by hand or be sent by prepaid post first class addressed to the party to be served at its registered office for the time being or (if not a company) the address for that party last known to the party giving the notice. Notices served by post shall be deemed to be served on the third business day after the date of posting and for the avoidance of doubt “business day” shall mean a day other than a Saturday and Sunday or an English Bank or Statutory Public holiday.
13.3 No failure or delay by stamina in exercising any of its rights under the Contract or these Conditions shall operate as a waiver thereof.
13.4 The Client shall not assign any of its rights or obligations under the Contract or these Conditions.
13.5 In the event that anyone or part of these Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any of the other Conditions whether in whole or in part all of which shall remain in full force and effect.
13.6 Clause headings are for ease of reference only and do not affect construction.
13.7 Stamina shall be entitled to sub-contract any of its obligations to the Client under the Contract or to assign all or any part of its rights under the Contract;
13.8 The contract shall be deemed to have been made in England and shall be governed by and construed in accordance with English Law and both parties submit to the exclusive jurisdiction of the English Court
14.2 Information collected. We collect personal information from you through the use of enquiry and registration forms and every time you e-mail us your details. We also collect information automatically about your visit to our site. The information obtained in this way, which includes demographic data and browsing patterns, is only used in aggregate form.
14.3 Use of personal information. We process personal information collected via stamina for the purposes of: providing a personalised service, conducting market research surveys, running competitions and providing you with information about products and services we offer. We also use information in aggregate form (so that no individual user is identified): to build up marketing profiles, to aid strategic development, to manage our relationship with advertisers and to audit usage of the site.
14.5 Disclosures. We will not disclose any information we keep about you to any third parties, except for other companies in the stamina Group of companies; for credit reference agency clearance (where you have submitted a completed order form for goods or services), and any suppliers we engage to provide services which involve processing data on our behalf. Given that the Internet is a global environment, using the Internet to collect and process personal data necessarily involves the transmission of data on an international basis. Therefore, by browsing the stamina site and communicating electronically with us you acknowledge and agree to our processing of personal data in this way