Heissen Limited Services Addendum

1. APPLICATION OF THIS ADDENDUM

1.1 This Addendum is supplementary to our standard terms and conditions, for situations where we are supplying services (such as installation) alongside our usual product supply. Where this is the case, our proposal document will set out the specification of the services we are going to perform.

1.2 In those circumstances, this Addendum shall be incorporated into the terms and conditions.

2. SUPPLY OF SERVICES

2.1 We warrant that we will supply the services to you in accordance with the specification in all material respects, and with reasonable skill and care. This is our sole and exclusive warranty to you in respect of the services.

2.2 We will use reasonable endeavours to meet any performance dates specified in the contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the services. You acknowledge that we are reliant on third parties to perform ancillary tasks relating to or enabling our performance of the services, and that the timely performance of such third parties is outside our control.

2.3 We reserve 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 will notify you in any such event.

2.4 You will be deemed to have accepted the Services as being properly performed in accordance with clause 2.1 in the event that you do not notify us of any defects within 5 Business Days of performance of the Services.

2.5 If:

2.5.1 you give us notice in writing within the time limit specified in clause 2.4 that the services do not meet the standard specified in clause 2.1;

2.5.2 you give us a reasonable opportunity of examining such services and we find (acting reasonably) that the services are in fact defective; and

2.5.3 the defect does not arise as a result of us following any drawing, design, instruction or specification supplied by you,
we shall, at our cost and option, remedy or reperform the defective services, or refund the price of the defective services in full. Where a contract includes both the supply of products and the performance of services but no separate price is stated for each element, then we shall (acting reasonably) determine that part of the contract price which is attributable to each of the products and services.

2.6 Where you have failed to provide, or have incorrectly provided, information which would have been relevant to us in setting the price of the services, then we shall be entitled to increase the price by such amount as we determine, acting reasonably, will compensate us for the additional work or difficulty caused to us.

2.7 Where a particular type of product or procedure is identified to be supplied or used as part of performing the services, then unless expressly stated otherwise in the contract this shall be indicative only of the type of product or procedure to be supplied/used, and we shall be entitled to instead supply/use a functional equivalent.

3. CUSTOMER’S OBLIGATIONS & RESPONSIBILITIES

3.1 You shall:

3.1.1 ensure that the terms of the contract, along with any information you provide in or for use in preparation of the specification, are complete and accurate;

3.1.2 co-operate with us in all matters relating to the contract, and procure any cooperation of any other relevant person or entity;

3.1.3 provide us and our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;

3.1.4 provide us with such information and materials as we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects;

3.1.5 obtain and maintain all necessary licences, permissions and consents which may be required in relation to the services before the date on which the services are to start;

3.1.6 comply with all applicable laws, including health and safety laws;

3.1.7 keep all materials, equipment, documents and other property of ours (“Supplier Materials”) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation; and

3.1.8 comply with any additional obligations as set out in the specification.

3.2 If our performance of any of our obligations under the contract is prevented or delayed by (i) any act or omission by you or a third party (not contracted by us); (ii) any failure by you to perform any relevant obligation; or (iii) your premises being in a condition otherwise than described by you or reasonably expected by us (“Customer Default”):

3.2.1 without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;

3.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this clause 3; and

3.2.3 you shall reimburse us on written demand for any costs, expenses or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

4. POLICIES AND PROCEDURES

4.1 Our personnel are governed by various pieces of legislation relating to mandatory breaks and rest periods. We require our staff to comply with such legislation, and you may not request our staff to waive breaks or rest periods which they are not permitted to waive under such legislation. Such mandatory breaks and rest periods shall be included within the chargeable time for work done under this contract, and you may not reduce any daily rate by reference to our personnel having taken such mandatory breaks and rest periods.

4.2 Your overriding responsibility is to ensure that our personnel are working on a safe and secure site and working environment. This includes (without limitation) an adequate induction on site for each of our personnel, and clear and accurate provision of other information as appropriate.

4.3 If any member of our personnel reasonably believes that the site, or the particular area or location in which they are working, is unsafe, then they shall be entitled to cease performance of the services and leave the area/site. You will take, or procure that the site owner/controller/manager takes, immediate and effective action to remedy the issue. For the avoidance of doubt, our personnel shall be entitled to form this reasonable opinion at any time whilst they are on site (including where they attend site on several occasions).

4.4 You will provide all utilities (heat, light, electricity, etc.), toilet and washing facilities, internet and telephone facilities, personal protective equipment (as required for the relevant work), first aid facilities, skip or other suitable rubbish facilities, lighting, crane/cherry picker (where required by us), and any other facility or assistance either specified in the contract, in line with any guidance issued by the Health & Safety Executive or otherwise as reasonably requested by us.

4.5 Where our personnel are awaiting or attending a site induction, or where they experience downtime as a result of unsafe conditions and/or a failure by you to comply with your obligations in paragraph 1.4 above or the contract generally, any such time shall continue to be chargeable in accordance with our standard rates.

5. POLICIES AND PROCEDURES

5.1 Unless expressly set out in our proposal documentation, we do not produce a bespoke risk assessment and/or method statement for each contract. If you do require such documents but have not included them in your order, then this will constitute a variation to the contract, which like all variations may lead to a cost and time increase.

5.2 It shall be your responsibility to ensure that none of your employees, contractors, or any other people are in the vicinity of our work area on the site, in order to ensure that no one is put at risk by our performance of the services. You will ensure that the work area is blocked/coned off. You will also ensure that no other people are working or otherwise present in the vicinity of our work area in such a way that interrupts our performance of the services, having regard to the fact that any such delay may lead to cost and time increases in relation to our services which will be borne by you.

5.3 You are responsible for giving us correct information about the site, including the suitability of any walls, ceilings or other surfaces for drilling into and/or mounting products on.