DEFINITIONS
In these Conditions the following expressions shall have the following meanings:-

’the Company’ - means ThermapplyTM Limited being ‘Project Playgrounds’

’the Client’ - means principally the ‘head teacher¹, or nominated internal authority acting on the behalf of the head teacher, firm or company with whom the Contract is made by the Agent whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;

’Goods’ - means the articles, thermoplastic markings, wall targets and any other goods as specified in the official order or contract from the client or its governing body.

’Services’ - means the services to be provided by the Company to the Client via the client or their agent under the terms of the order or the Contract and ‘Service’ shall be construed accordingly;
’Company¹s Premises’ - means the premises mentioned in the Contract or if not so mentioned means the Company¹s premises at, 5 Legh Road, Adlington. Cheshire SK10 4NE.

’Contract’ - means the contract between the Company and the Client under which the Services and/or Goods are to be supplied by the Company to the Client either directly or via an agent.

’The Order Form’ - means the contract between the Company and the Client under which the Services will be provided by way of the Signed Order Form.

’The Payment’ - means the fee for the services which will be paid by the client no later than 30 days after receipt of invoice from the company.

’The Material’ - means the physical thermoplastic used for the purpose of playground markings, courts and any other design manufactured from the thermoplastic.

’Lifting’ - means the physical separation of the material from the tarmac surface due to moisture or incorrect installation.

’Surface Condition’- means the condition of the area to be treated upon inspection, and the codes below determine the extent of any guarantee offered.

A1 - Entitles the client to an eighteen month guarantee against lifting after installation
A2 - Entitles the client to eighteen month guarantee against lifting after installation
B1 - Entitles the client to a one year guarantee against lifting after installation
B2 - Entitles the client to a one year guarantee against lifting after installation
C1 - Entitles the client to a six month guarantee against lifting after installation
C2 - Entitles the client to no guarantee against lifting at any time after installation

’Material Failure or Lifting’ - means the material must have separated from the surface to which it has been applied. This is deemed as a failure and as such will be repaired by the company at the company¹s cost within a reasonable time scale being no longer than four weeks from the time of the complaint by the client. All complaints must be made in writing and either posted to the company, faxed or emailed. Remedial repairs will be subject to the ‘Surface Condition’ report and will be charged in accordance with the ’Surface Condition’ tariff below.

A1 - Free of Charge within the guarantee - £120 call out outside the guarantee
A2 - Free of Charge within the guarantee - £120 call out outside the guarantee
B1 - Free of Charge within the guarantee - £120 call out outside the guarantee
B2 - Free of Charge within the guarantee - £120 call out outside the guarantee
C1 - Free of Charge within the guarantee - £120 call out outside the guarantee
C2 - £120 call out outside the guarantee

2. GENERAL
These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order or letter or form of contract sent by the Client or an agent on behalf of the Client to the Company or any other communication between the Client and Company via its agent whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director or authorised signatory on behalf of the Client or the Company. Any concession made or latitude allowed by the Company to the Client shall not affect the rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

3. OBLIGATION TO PROVIDE SERVICES AND/OR GOODS
3.1 Notwithstanding that the Company may have given a detailed quotation no request for the provision of Services and no order for the supply of Goods shall be binding on the Company unless and until it has been accepted in writing by the Company.
3.2 The Company¹s catalogues, brochures, leaflets or correspondence are not binding and reasonable variations may be made to the Services and/or as the case may be the Goods without notice and the Services and/or the Goods so varied shall be accepted as complying with the Contract.

4. PRICES
4.1 The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by the Company for such Service current at the date of the provision of the Services and, in the case of the provision of Services over a period of time, the price payable shall, at the option of the Company, be either:-
4.1.1 the fee current at the date of the provision of the Service in question unless otherwise expressly stated to be firm for a period; or
4.1.2 the fee current at the date of any invoice sent pursuant to Condition7.3.
4.2 The price payable for Goods and services shall unless otherwise stated in the Contract be the list price of the Company current at the date of Installation
4.3 All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

5. ADDITIONAL COSTS
The Client agrees to indemnify the Company on demand against any loss or extra cost incurred by the Company through the Client¹s instructions or lack of instruction through any act or default on the part of the Client its servants or employees. In the event of a third party representing the client passing incorrect instruction to the company upon installation, the client agrees to indemnify the company against any loss including time, material, travel and overnight stays in order to satisfy the client due to incorrect installation.

6. INTELLECTUAL PROPERTY
6.1 The Client and its Agent shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Client and/or by the manufacture or sale of Goods made to the specification or special requirements of the Client.

7. TERMS OF PAYMENT
7.1 Unless otherwise agreed by the Company in writing payment for the Services shall be due in cash as follows:-
7.2 Within 30 days of receipt of invoice by the client or its agent from the company.
7.1.2 Payments will be made by cheque or credit card and must be accompanied by a remittance note.
7.2 If the Services are provided over a period of time the Company shall be entitled to invoice the Client at regular intervals during the period of time that the Services are being provided and payment shall be due within 7 days of the date of each such invoice notwithstanding that subsequent Services are not provided or any other default on the part of the Company.
7.3 If upon the terms of the Contract monies due shall be payable by installments a default by the Client of the payment of any due installment shall cause the whole of the balance of the sums due to become due
forthwith.
7.4 The sums due to the Company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off lien or any other similar right or claim.
7.5 The time of payment shall be of the essence of the Contract.
7.6 Without prejudice to any other rights it may have the Company is entitled to charge interest at a daily rate of 2% above the Current Base Rate of Lloyds TSB plc on overdue payments such interest to run from the due date for payment until payment in full is received whether before or after judgment.

8. DELIVERY OF GOODS AND SERVICES
8.1 The period for delivery of Goods and Services shall be the period within which the Goods and Services are intended to be dispatched from the Company’s Premises and shall be calculated from the time of the receipt by the Company of the Client¹s order or from the receipt of all necessary information to enable the Company to produce or procure the production of the Goods and Services.
8.2 All times or dates given for delivery of the Goods and Services are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company¹s control. The weather will determine the delivery of the goods and service at all times. A 20% chance of rain or damp in the atmosphere will entitle the company to re-schedule the delivery and installation of the goods.
8.3 In the event of a valid claim for non-delivery loss damage or non-compliance with the Contract the Company undertakes at its option either to re-supply or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance.

9. REJECTION OF GOODS AND SERVICES
Goods and Services supplied in accordance with the Contract and installed under instruction by the client or their nominated employee or agent cannot be rejected once installed. Should the client require the removal of goods and services once installed under instruction of the client the company reserves the right to refuse. The company will at the clients request remove installed goods subject to a fee to be determined by the company and accepted by the client however the company accepts no responsibility for any damage what so ever caused to the tarmac or other surface during the removal process.

10. DEFECTIVE GOODS AND SERVICES
10.1 In substitution for all rights which the Client would or might have but for these Conditions the Company undertakes in the case of Goods and Services supplied by the Company that if within the period of 7 days from the date of installation of the Goods and Services by the Company a serious defect in function appears The company will at its own discretion either credit to the Client in full the price paid by the Client to the Company or replace the Goods and Services free of charge.
10.2 Nothing herein shall impose any liability upon the Company in respect of any verbal, written claim, offers or mis-information supplied by the client arising out of the acts omissions negligence or default of the Client its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Client to comply with any recommendations of the Company as to supply of information.

11. CONSEQUENTIAL LOSS
The Company shall not be liable for any costs claims or damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.

14. LIMITATION OF LIABILITY
14.1 Where the Contract relates to the provision of Goods and Services the liability of the Company to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price payable for the Goods and Services.
14.2 Nothing herein shall impose any liability upon the Company in respect of any verbal, written claim, offers or mis-information supplied by its agent arising out of the acts omissions negligence or default of the agent.
14.3 The Company shall not be liable for imperfect work caused by any inaccuracies on any drawing, logos or images supplied by the Client.

15. REPRESENTATIONS
15.1 Where any provision of the Contract is inconsistent with any of these Conditions, the provision in the
Contract shall be paramount.

16. FORCE MAJEURE
The Company shall be entitled to delay or cancel or if it is prevented from or hindered in or delayed in the provision of Goods and Services or as the case may be the supply of Goods and Services through any circumstances beyond its reasonable control including but not limited to weather, strikes, lock-outs, accidents or warfare.

17. CANCELLATION
17.1 Save as provided in Condition 16 hereof the Contract may not be cancelled except by agreement in writing of both parties and upon the payment to the Company by the Client by way of agreed damages of an amount equal to the aggregate of:-
17.1.1 all expenses incurred and loss suffered by the Company in relation to the provision of the Goods and Services and/or as the case may be the supply of Goods and Services; and
17.1.2 all sums due from the Client to the Company under the Contract.

18. SUB-CONTRACTING
The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company.

19 HEADINGS
The headings in these Conditions are intended for reference only and shall not affect their construction.

20. PROPER LAW
The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Client and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.