Terms & Conditions
Mayglothling Waste Limited
Terms and Conditions for the Supply of Services and Hire Services
The following definitions and rules of interpretation apply in these Conditions.
1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Charges: the charges payable by the Customer for the supply of the Services in accordance with 9.
3. Commencement Date: has the meaning given in 2.2.
4 Conditions: these terms and conditions as amended from time to time in accordance with 18.4.
5 Contract: the contract between the Supplier and the Customer for the supply of Services and/ or Hire Services in accordance with these Conditions.
6 Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
7 Customer: the person or firm who purchases Services from the Supplier.
8 Customer Default: has the meaning set out in 8.2.
9. Deliverables: where applicable a report produced for the Customer by the Supplier based on a property on which Services and/ or Hire Services are/ have been carried out.
10. Deposit: the amount set out in the Order for the Hire Services (if applicable).
11. Equipment: the items of equipment listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
12. Hire Services: the services (if any) to be performed by the Supplier or the Supplier’s agent or subcontractor in conjunction with the hire of the Equipment including any delivery and/or collection service in respect of the Equipment listed in the Specification and/or Order.
13. Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
14. Order: the Customer’s order for Services and/or Hire Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Supplier, or overleaf, as the case may be.
15. Payment Schedule: the sums payable under the Contract for hiring of Equipment, as set out in the Order.
16. Rental Payments: the payments made by or on behalf of Customer for hire of the Equipment as specified in the Order.
17. Rental Period: the period of hire as set out in the Order.
18. Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
19. Site: the location at which the Customer agrees to use and store the Equipment, as specified in the Order.
20. Specification: the description or specification of the Services and/or Hire Services provided in writing by the Supplier to the Customer.
Supplier: Mayglothling Waste Limited registered in England and Wales with company number 01602629 whose registered office is at Yaidon Farm, Penrhos Hill, Kington, Herefordshire, HR5 3LH.
21. Supplier Materials: has the meaning set out in clause 4.1(h).
22. Total Loss: the Equipment is, in the Supplier’s reasonable opinion or the opinion of its insurers, damaged beyond repair, lost, stolen, seized or confiscated.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1) The Order constitutes an offer by the Customer to purchase Services or Hire Services in accordance with these Conditions.
2.2) The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3) Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4) These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1) The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2) The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3) The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4) The Supplier shall during the term of the Rental Period at its own cost, subject at all times to the provisions of clause 8:
(a) as often as the Supplier may determine to be necessary and, having regard to the recommendations of the manufacturer or supplier of the Equipment, to carry out routine servicing and maintenance and all repairs to the Equipment which are due to fair wear and tear and/ or an inherent fault in the Equipment; and
(b) prior to the expiry of any consumable parts of the Equipment (i.e. those parts that are issued with an expiry date by the manufacturer or supplier of the Equipment) to replace such parts.
3.5) The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Equipment Hire
4.1) The Supplier shall hire the Equipment to the Customer for use at the Site subject to the terms and conditions of the Contract.
4.2) The Supplier shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Customer’s quiet possession of the Equipment.
4.3) Equipment is hired subject to it being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Equipment being unavailable for hire where the Equipment is unavailable due to circumstances beyond the Supplier’s control.
5. Rental Period
5.1) The Rental Period starts on the Commencement Date and shall continue for a period as specified in the Order unless the Contract is terminated earlier in accordance with its terms.
5.2) When hire of the Equipment is to a Customer who is an individual, unincorporated entity or a two (2) or three (3) partner business, and the hire would be covered by the Consumer Credit Act 1974, the duration of the Rental Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Equipment is not covered by the Consumer Credit Act 1974. In such circumstances, the Customer shall return the Equipment to the Supplier on the final day of the 3 month Rental Period. If the Customer fails to do this then it shall be liable for any financial loss which this causes the Supplier.
6. Title, Risk and Insurance
6.1) Title in the Equipment shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Contract).
6.2) The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to the Supplier. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
(c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer.
6.3) All insurance policies procured by the Customer shall be endorsed to provide the Supplier with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Supplier’s request name the Supplier on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.4) The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
6.5) If the Customer fails to effect or maintain any of the insurances required under the Contract, the Supplier 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 Customer.
6.6) The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.
7. Delivery and Installation of Equipment
7.1) Delivery of the Equipment shall be made by the Supplier. The Supplier shall use all reasonable endeavours to effect delivery by the date and time agreed between the parties. Title and risk shall transfer in accordance with clause 6.
7.2) The Supplier shall at the Customer’s expense, chargeable to the Customer at the rates specified in the Order, deliver the Equipment at the Site. The Customer shall procure that a duly authorised representative of the Customer shall be present at the delivery of the Equipment. Acceptance by such representative of delivery shall constitute conclusive evidence that the Customer has examined the Equipment 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 the Supplier, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
7.3) The personnel providing Hire Services are deemed to be servants of the Customer. Once the Customer instructs such personnel they are deemed to be under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to such personnel and for any claims, losses and damages which result due to the personnel following such instructions, guidance and/or advice other than where the Hire Services are adjudged by a court to have been performed negligently.
7.4) To facilitate delivery, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable delivery to be carried out safely and expeditiously including the materials, facilities, access and working conditions expected of a reasonable hire.
7.5) If any Hire Services are delayed, postponed or cancelled as a result of the Customer’s breach of any it’s obligations under these conditions, the Customer shall be liable to pay the Supplier’s additional standard charges that apply for such delay, postponement or cancellation.
8. Customer’s obligations
8.1) The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services and/or Hire Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or Hire Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Site and the Customer’s premises for the supply of the Services and/or Hire Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services and/or Hire Services before the date on which they are to start; and
(g) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
8.2) In respect of Hire Services the Customer shall during the term of the Rental Period:
(a) ensure that the Equipment 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 the Supplier such staff having read and understood the same;
(b) take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
(c) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
(d) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment except to replace batteries or defibrillating pads and unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Supplier immediately upon installation;
(e) keep the Supplier fully informed of all material matters relating to the Equipment;
(f) at all times keep the Equipment in the possession or control of the Customer and keep the Supplier informed of its location;
(g) permit the Supplier or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
(h) maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
(j) not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
not without the prior written consent of the Supplier, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
(k) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Equipment and a right for the Supplier to enter onto such land or building to remove the Equipment;
(i) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(m) not use the Equipment for any unlawful purpose;
(n) ensure that at all times the Equipment remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(o) deliver up the Equipment from time in order for the Supplier to perform any required servicing and maintenance during the Rental Period and at the end of the Rental Period or on earlier termination of the Contract at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Site or any premises where the Equipment is located for the purpose of inspecting or removing the Equipment and to these ends the Supplier will notify the Customer of any damage to the Equipment within 2 Business Days of such inspection; and
(p) not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
8.3) If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services and/or Hire Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 8.3; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8.4) The Customer acknowledges that it shall be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, including accidental or intentional discharge of a fire extinguisher other than in the case of a genuine emergency and the Customer undertakes to indemnify the Supplier 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 any failure by the Customer to comply with the terms of the Contract.
9. Charges and payment
9.1) The Charges for the Services shall be calculated in accordance with the rates set out in the Order.
9.2) The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
9.3) The Supplier shall invoice the Customer in advance of the Services and/or Hire Services being provided and on completion of the Services and/or Hire Services.
9.4)Unless stated otherwise in the Order, the Customer shall pay 50% of the total price contained in the Order in advance and the remainder on completion of the Services and/ or Hire Services.
9.5)The Customer shall pay each invoice submitted by the Supplier:
(a) in accordance with the Order or any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.6) All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
9.7) If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 15, the Customer 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 9.7 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%.
9.8) 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).
10. Rental Payments and Deposits for Hire Services
10.1) The Customer shall pay the Rental Payments to the Supplier in accordance with and in the manner set out in the Payment Schedule.
10.2) The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
10.3) The Supplier reserves the right to request a Deposit from the Customer. The Deposit is a deposit against default by the Customer of payment of any Rental Payments or any loss of or damage caused to the Equipment. If required, the Customer shall, on the date of the Contract, pay a deposit in the sum set out in the Payment Schedule to the Supplier. If the Customer fails to make any Rental Payments in accordance with the Payment Schedule, or causes any loss or damage to the Equipment (in whole or in part), the Supplier shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to the Supplier any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance thereof) shall be refundable within five (5) Business Days of the end of the Rental Period.
11. Intellectual property rights
11.1) All Intellectual Property Rights in or arising out of or in connection with the Services produced for the Customer as part of the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
11.2) The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
12. Limitation of liability: Consumer Customers
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1) The provisions of this clause 12 govern the Supplier’s responsibility for loss or damage suffered by Customers who are classed as consumers for the purposes of the Unfair Contract Terms Act 1977 (UCTA).
12.2) The Supplier is responsible to the Customer for foreseeable loss and damage caused by an act of the Supplier. In circumstances where the Supplier fails to comply with these Conditions, the Supplier will be responsible for loss or damage suffered by the Customer that is a foreseeable result of the Supplier breaking this Contract or the Supplier failing to use reasonable care and skill. However, the Supplier is not responsible to the Customer for any loss or damage that is not foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both parties knew it might happen, for example, if this was discussed during the sales process or the provision of a Deliverable and/or Equipment.
12.3) Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.4) The Supplier shall be under no liability in respect of business losses. If the Customer uses the Deliverables and/or Equipment for any commercial, business or re-sale purpose the Supplier’s liability to the Customer will be limited as set out in clause 13 of these Conditions.
13. Limitation of liability: Business Customers
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2) The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
13.3) Subject to clause 13.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of the Contract.
13.4) Subject to 13.1, this 13.4 sets out the types of loss that are wholly excluded:
(a)loss of profits.
(b)loss of sales or business.
(c)loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f)loss of or damage to goodwill; and
(g) indirect or consequential loss.
13.5) The Supplier has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.6) Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire four months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.7) This 13 shall survive termination of the Contract.
14. Use of Deliverables
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1) Any Deliverable produced for the Customer in accordance with the Contract shall be used by the Customer for its exclusive use and benefit and solely for the purpose for which it has been prepared. The Supplier will not owe a duty of care to any third party and assumes no responsibility to any third party in respect of the performance of its duties to the Customer.
14.2) Unless the Supplier provides express prior written consent, no part of the Deliverable should be reproduced, distributed or communicated to any third party. For the avoidance of doubt the Customer cannot assign the benefit of the Deliverables, in whole or in part, without the Supplier’s prior written consent. The Supplier does not accept any liability if the Deliverable is used for an alternative purpose from which it is intended (for example where the Customer intends to sell a property and uses the Deliverable to attract a buyer), nor to any third party in respect of the Deliverable.
15.1) Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the other party one months’ written notice.
15.2) 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:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
(c) 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
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.3) Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) where applicable there is a change of control of the Customer.
15.4) Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in 15.2(c) or 15.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in 15.2(b).
The Contract shall automatically terminate if a Total Loss occurs in relation to any Equipment supplied as part of the Hire Services.
16. Consequences of termination
16.1) On termination or expiry of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and/or Hire Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Supplier’s consent to the Customer’s possession of the Equipment shall terminate and the Supplier may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located;
(c) the Customer shall immediately pay to the Supplier any costs and expenses incurred by the Supplier in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs); and
(d) the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
16.2) Upon termination of the Contract pursuant to clause 15.2, any other repudiation of the Contract by the Customer which is accepted by the Supplier or pursuant to clause 15.5, without prejudice to any other rights or remedies of the Supplier, the Customer shall pay to the Supplier on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, and (provided that the Rental Period exceeds one month) less a discount for accelerated payment at the percentage rate set out in the Payment Schedule.
16.3) The sums payable pursuant to clause 16.2 shall be agreed compensation for the Supplier’s loss and shall be payable in addition to the sums payable pursuant to clauses 16.1(a) and 16.1(c). Such sums may be partly or wholly recovered from any Deposit.
16.4) 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 Contract which existed at or before the date of termination or expiry.
16.5)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.
17. Force majeure
17.1) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, chemical attack or warfare (including, but not limited to, biological, industrial or commercial chemicals, whether toxic or non-toxic), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or subcontractors, or a contagious, communicable or other similar disease or an epidemic or pandemic including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) which causes COVID-19, and in each case, any effects arising from or in connection with the same including, but not limited to, any actions, recommendations, announcements or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which affects the Supplier’s performance of its obligations under this Contract.
17.2) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event, provided it has notified the Customer of the Force Majeure Event on or around the date on which it started and the likely effect of the Force Majeure Event on the Supplier’s ability to perform any of its obligations under these Conditions.
17.3) If a Force Majeure Event is prevailing or predicted at the date of the Contract, the Supplier will be entitled to relief under clause 17.2 if at the date of this Contract, the Supplier had good reason to believe that it would be able to perform its obligations notwithstanding the Force Majeure Event.
17.4) This clause 17 does not excuse the Customer from paying sums due under the Contract.
17.5) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 60 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18.1) Assignment and other dealings.
(a) The Supplier 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.
(b) The Customer 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 the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 18.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s 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 18.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
18.3) Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
18.4) Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.5) Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.6) Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this 18.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.7) Data Protection.
18.8) Both parties will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
(a) Any notice shall be deemed to have been received:
(i)if delivered by hand, at the time the notice is left at the proper address;
(ii)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
(iii)if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 18.10(a)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(b)This 18.10 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.
18.11) Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.12) Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
18.13) Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Managing Waste Responsibly
At Mayglothling, we understand the negative impact of irresponsibly disposing of waste. We take responsibility to ensure all waste collected is disposed of in an environmentally friendly way. We even have our own commercial Sewage Treatment Plant that turns waste into water fit for our rivers.Environmental Ethos