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PARTIES
SYNTHETIC TURF MANAGEMENT LTD (“we or us”)
Our customer (“you or your”)
In this agreement the following words and phrases have the following meanings:
The laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the works;
the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction including specify;
a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
the Construction (Design and Management) Regulations 2015, SI 2015/51
the charges payable by the Customer to Synthetic Turf Management for the performance of the Works, as set out in section 4.1 of Part A;
any commercial, financial or technical information, information relating to the works, plans, insert details of any specific confidential information, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;
Shall have the meaning as the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
design, drawings, plans, specifications, calculations and other information and documents which have been or shall be prepared by or on behalf of the Synthetic Turf Management in the course of performing the Works.
An event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Synthetic Turf Management or its Contractors workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Copyright, patents, know-how, trade secrets, trademarks and service marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names, rights to use, and protect the confidentiality of, confidential information and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled; and (f) in whichever party of the world existing.
Synthetic Turf Management’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
has the meaning set out in clause 2.5;
has the meaning set out in clause 4.6;
Means the SAPCA Code of Practice for Construction of Pitches, Courts and MUGA’s including maintenance of these facilities.
Gas, electricity, communication cables, water, sewage, or drainage service pipes;
an address or location, at which works are to be performed;
the description or specification of the Works set out or referred to;
Value added tax under the Value Added Taxes Act 1994 or any other similar sales or fiscal tax applying to the sale of the works; and
the works set out and to be performed by Synthetic Turf Management for the Customer.
In this Agreement, unless the context requires otherwise:
clause, schedule and other headings are included for convenience only and shall have no effect on the interpretation of this Agreement;
a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
a reference to a gender includes each other gender;
words in the singular include the plural and vice versa;
any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’, or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
a reference to any legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time, and includes all subordinate legislation made from time to time under that legislation.
If there is any inconsistency between any of the parts of this Agreement they shall prevail in the following decreasing order of precedence:
Part 1. Coversheet (Design & Pre-start Documents)
Part B (Terms and Conditions); and
O&M Manuel.
2.1. If the Customer issues to Synthetic Turf Management a purchase order, confirmation of order, or other document relating to the subject matter of this Agreement, any terms or conditions endorsed on, delivered with, or contained or referenced in such purchase order, or other document shall be accepted by Synthetic Turf Management for the sole purpose of referencing invoices.
2.2. A confirmation of order as set out in 2.1 by the Customer to Synthetic Turf Management shall be an offer to purchase Works subject to this Agreement.
2.3. Synthetic Turf Management may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Works and are incapable of being accepted by the Customer. Quotations are valid for 2 months from the date of issue. Synthetic Turf Management have the right to update the quotation within that period.
2.4. Marketing and other promotional materials relating to the works are illustrative only and do not form part of the Contract.
2.5. On completion of Works involving construction, Synthetic Turf Management will issue to the Customer an operation and maintenance manual which sets out guidelines for use and maintenance (“O&M Manual”). The O&M Manual forms part of the Agreement.
3.0 We may at any time, subcontract or deal in any other manner with all or any of our rights under the these conditions and may subcontract or delegate in any manner ant or all of our obligations under any contract to which these conditions apply, to any third party of agent but we shall remain responsible for the contractual acts and defaults of our subcontractors.
3.1. Synthetic Turf Management warrants and undertakes that it has exercised and will continue to exercise in the performance of the Works all the skill, care and diligence reasonably to be expected of an appropriately qualified and competent professional contractor experienced in performing the Works in relation to projects of similar scale, scope, character, complexity and value to the Works.
3.2. The Customer shall make the Site available for Synthetic turf Management so that Synthetic Turf Management is able to perform the Works within the period set out in Part A cover sheet
3.3. Time of performance and completion of the Works is not of the essence. Synthetic Turf Management shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are estimates only.
3.4. The Customer shall be responsible for obtaining any planning permission required in accordance with the Town and Country Planning Act 1990 (Planning Permission) in order to carry out the Works. Synthetic Turf Management shall not be liable for any losses arising from the Customer’s failure to obtain Planning Permission.
3.5. The Customer shall notify Synthetic Turf Management of any Service Pipes on the Site. Synthetic Turf Management shall not be liable for any damage caused to any Service Pipes whilst undertaking the Works unless Synthetic Turf Management has been notified in writing of the Service Pipes presence and precise location.
3.6. Synthetic Turf Management will use reasonable endeavours to minimise disturbance caused by vehicles and plant required to undertake the Works using the access routes to reach the Site and the area immediately surrounding the Site. Synthetic Turf Management shall not be liable for any costs of reinstatement. The Customer must make Synthetic Turf Management aware of any access issue or disputes prior to commencement.
3.7. Where access to the Site is required via the property of a third party, the Customer shall ensure all necessary permissions are obtained prior to commencement of any Works on the Site.
3.8. Construction and installation of surfaces and infills on Site must be undertaken in favourable weather conditions.
3.9. The Customer shall ensure, if so requested, Synthetic Turf Management has access to a water supply, washing and toilet facilities on Site, unless otherwise stated within the pre-start meeting documents.
3.10. Synthetic Turf Management shall not be liable for any delay in or failure of performance caused by the Customer’s failure to make the Site available, prepare the Site in accordance with Synthetic Turf Management’s instructions or provide Synthetic Turf Management with adequate instructions for performance or otherwise relating to the Works.
3.11. Synthetic Turf Management shall not be liable for any losses arising out of the Customer’s failure to follow maintenance advise and/or instructions following completion of the Works.
We and you expressly agree that until we have paid in full for all work done by us and all goods and materials delivered by to you by under this or any other contract:-
Once accepted your order may not be cancelled without our prior agreement in writing and on terms that you will indemnify us in full against all loss (including loss of profit) costs (including costs of labour and materials used) damages charges and expenses incurred by us in relation to the work and its cancellation.
In the event of you committing and breach of the contract with us or if any distress or execution is levered upon the good of you of or if you offer to make arrangements with or for the benefit of your creditors or commit any act of bankruptcy or being a limited company has a receiver of your undertaking or assets or any part thereof appointed or, other than for the purpose of a reconstruction or amalgamation without insolvency, has a liquidator or administrator appointed, we shall thereupon be entitled without prejudice to our other rights, forthwith to suspend all further work and deliveries until any breach of contract has been remedied or to terminate the contract or any unfulfilled part thereof, or at our option to make partial deliveries.
If a dispute arises under this Contract either party may refer that dispute to adjudication under The Scheme for Construction Contracts (England and Wales) Regulation 1998 as amended. You shall be responsible for all costs we incur in connection with any adjudication and the adjudicators feed and expenses (unless the adjudicator rules in your favour of the Customer)
Unless we otherwise agree in writing, these conditions shall in all respect be construed and operate as an English contract, in conformity with English Law.
4.1. Synthetic Turf Management warrants that, for a period of (see product datasheet / warranty playing hours and years) Base works are covered for 1 years from completion.
Works shall:
4.1.1. conform in all material respects to the Specification:
4.1.2. be free from material defects; and
4.1.3. be supplied with reasonable care and skill.
4.2. Synthetic Turf Management warrants to the Customer that it has the skills, knowledge and experience to fulfil the roles of a contractor and a designer for the purposes of the CDM Regulations and that he will allocate adequate resources for Health and Safety to enable to enable him to perform his duties as contractor and designer under the CDM Regulations. The Customer warrants to Synthetic Turf Management that it will at all times comply with its obligations as client pursuant to the CDM Regulations including (without limitation) the obligation to appoint a principal designer and principal contractor as required by the CDM Regulations. The Customer shall notify Synthetic Turf Management of the party or parties appointed as CDM principal designer and principal contractor.
4.3. Synthetic Turf Management warrants that it will at all material items comply with SAPCA, where applicable.
4.4. The Customer warrants that it has provided Synthetic Turf Management with all relevant, full and accurate information as to the Customer’s requirements and needs.
4.5. The provisions of this Agreement shall apply to any Works that are rectified or re-performed.
4.6. In design of the Works, Synthetic Turf Management warrants and undertakes to the Customer that:
4.6.1. any materials which Synthetic Turf Management specifies or authorises for use in relation to any part of the Works are in accordance with relevant British standard specifications, codes of practice and good building practice current at the time of specification or authorisation for use;
4.6.2. Synthetic Turf Management has not specified and shall not specify any materials identified as potentially hazardous in the edition of the publication “Good practice in the selection of construction materials” published by The British Council for Offices current at the date of this Agreement, or materials which are generally known at the time of use to be deleterious to Health and Safety or to durability in the particular circumstances in which they are used.
4.7. Iron ores, pyrites and minerals are naturally occurring parts of the aggregates used within asphalt. The discolouration does not affect the performance standards of the court and it does meet with British Standards. The Customer acknowledges that Synthetic turf Management will not be liable for any iron ore fragments or patches appearing in any tarmac surface, sprayed court surfaces or any court surface at the Site.
4.8. The Site will be weed or moss-treated by Synthetic Turf Management on the basis of the vegetable matter apparent during the Works. Synthetic Turf Management will not be liable for any damage resulting from seepage of weed killer from the Site.
4.9. Synthetic Turf Management cannot be responsible for, and will have no liability for, weeds or moss returning after treatment of the same.
4.10. The nature of the materials and the processes used in the Works make it unavoidable that apparent variations in texture and colour of the surfacing material may occur. Synthetic Turf Management cannot guarantee colour or texture matching to tolerances closer than those inherent in the materials and processes used.
4.11. Synthetic Turf Management will not be liable for subsidence, clay shrinkage or ground heave.
4.12. If Synthetic Turf Management carries out pressure washing services, Synthetic Turf Management will not be held liable for any texture or appearance changes due to the dislodging of loose chippings and/or macadam.
4.13. In accordance with SAPCA, newly laid asphalt and tarmac requires a curing period of four (4) weeks.
4.14. The Customer may be entitled to further warranties from Suppliers in respect of materials used in the works. If applicable, the Customer will be notified of this and the details will be set out in the O&M Manual.
