Terms and Conditions of Business
1. DEFINITIONS
1.1 “Company” means Coates Group trading as Trenchless Co Ltd.
1.2 “Customer” means the person, company or organisation instructing the Company to undertake the Services.
1.3 “Services” means the drilling, trenchless installation, construction and associated works described within the Company’s quotation, proposal or scope of works.
1.4 “Contract” means the agreement between the Company and the Customer incorporating these Terms and Conditions.
2. CONTRACT FORMATION
2.1 These Terms and Conditions apply to all quotations, services and works supplied by the Company.
2.2 A Contract shall be formed when the Customer:
a) electronically accepts a quotation;
b) signs a quotation;
c) confirms acceptance by email or other written communication; or
d) instructs the Company to commence work.
2.3 These Terms shall apply to the exclusion of any terms proposed by the Customer unless expressly agreed in writing by a Director of the Company.
2.4 Unless otherwise stated in writing, quotations remain valid for thirty (30) days from the date of issue.
2.5 The Company reserves the right to revise pricing where site conditions, project requirements, labour costs, fuel costs, material costs or other circumstances materially change after the quotation date.
3. SERVICES
3.1 The Company shall provide the Services described within the quotation, proposal, inclusions schedule and exclusions schedule.
3.2 The Company shall exercise reasonable skill, care and diligence in carrying out the Services.
3.3 Any programme, commencement date, drilling rate, installation rate or completion date provided by the Company is an estimate only and shall not be contractually binding unless expressly agreed in writing.
3.4 The Company does not warrant that any anticipated drilling rates, installation rates, production outputs or completion dates will be achieved, as such matters depend upon ground conditions, site constraints, weather, third-party activities and other factors outside the Company’s reasonable control.
4. CUSTOMER OBLIGATIONS
4.1 The Customer shall:
a) provide safe and suitable site access;
b) provide all information reasonably required by the Company;
c) ensure information supplied is complete and accurate;
d) obtain all permissions, licences, permits and approvals unless expressly agreed otherwise;
e) co-operate with the Company to facilitate the efficient delivery of the Services.
4.2 The Company shall be entitled to rely upon information supplied by the Customer and shall not be responsible for inaccuracies or omissions contained within such information.
5. UTILITIES AND SITE INFORMATION
5.1 Unless otherwise agreed in writing, the Customer shall be solely responsible for identifying, locating, verifying and marking all underground and above-ground utilities, services, pipes, ducts, cables, structures and obstructions.
5.2 The Customer warrants that all utility drawings, surveys, records and information supplied are accurate, current and complete.
5.3 The Company shall be entitled to rely entirely upon such information.
5.4 The Company shall not be liable for damage, delays, costs or losses arising from inaccurate, incomplete or unavailable utility information.
5.5 The Customer shall indemnify the Company against all losses, claims, liabilities, costs and expenses arising from inaccurate utility information supplied by or on behalf of the Customer.
6. METERAGE RATE CONTRACTS
6.1 Where works are undertaken on a per metre basis and unless otherwise agreed in writing, the Customer shall be responsible for:
a) utility location and verification;
b) supply of ducting, pipework and fittings;
c) welding and jointing of pipework;
d) traffic management;
e) site welfare facilities;
f) excavations and reinstatement;
g) pipe dispensing equipment and trailers;
h) service connections and tie-ins;
i) water supply for drilling operations;
j) tanker provision and disposal of drilling fluids and spoil.
6.2 Any additional requirements undertaken by the Company shall be charged in addition to the quoted rates.
7. GROUND CONDITIONS
7.1 The Company shall not be responsible for unforeseen ground conditions, contamination, buried structures, rock formations, groundwater conditions or underground obstructions that could not reasonably have been identified before commencement.
7.2 If ground conditions render the works impractical, unsafe or impossible, the Company reserves the right to suspend or terminate the works.
7.3 In such circumstances, all costs incurred up to the point of suspension or termination shall remain payable by the Customer.
8. VARIATIONS AND RE-MEASUREMENT
8.1 The Company reserves the right to re-measure completed works and adjust the Contract Sum where actual installed meterage differs from estimated quantities.
8.2 Additional works requested by the Customer shall constitute a variation and shall be charged at the Company’s prevailing rates.
8.3 Variations may be instructed verbally but shall remain chargeable whether or not formal written confirmation is subsequently issued.
9. DAYWORKS, DOWNTIME AND STANDBY
9.1 Unless otherwise agreed in writing, the Company’s daywork rate shall be £3,000 plus VAT per day.
9.2 Downtime caused by matters outside the Company’s reasonable control shall be chargeable at £375 plus VAT per hour.
9.3 Standby time shall be chargeable where personnel, plant or equipment cannot proceed due to:
a) unavailable utility information;
b) unavailable traffic management;
c) lack of site access;
d) delays caused by third parties;
e) unavailable materials;
f) unavailable water supply;
g) site restrictions;
h) any act or omission of the Customer.
9.4 Where the Company attends site and is unable to commence or continue works, all mobilisation, demobilisation, labour, plant, accommodation and standby costs shall be recoverable.
9.5 Minimum daily charges shall apply as detailed within the quotation.
10. ABORTED BORES
10.1 The Company does not guarantee successful completion of any bore.
10.2 If a bore cannot reasonably be completed due to:
a) ground conditions;
b) underground obstructions;
c) utility conflicts;
d) geological conditions;
e) groundwater conditions; or
f) other circumstances beyond the Company’s reasonable control,
the Company shall be entitled to payment for:
i) all works completed;
ii) labour costs;
iii) plant and equipment costs;
iv) mobilisation and demobilisation costs;
v) materials supplied; and
vi) any additional costs reasonably incurred.
11. TOOLING AND EQUIPMENT
11.1 The Company reserves the right to recover the cost of repair or replacement of drill heads, sondes, reamers, locating equipment, drill rods and specialist tooling where loss or damage arises from:
a) unforeseen ground conditions;
b) hidden obstructions;
c) reinforced concrete or steelwork;
d) inaccurate utility information;
e) abandoned structures; or
f) circumstances beyond the Company’s reasonable control.
11.2 Such costs shall be payable in addition to the Contract Sum.
12. PRICE AND PAYMENT
12.1 Prices are exclusive of VAT unless stated otherwise.
12.2 Payment shall be made in accordance with the terms stated on the quotation or invoice.
12.3 Where no payment period is specified, payment shall be due within thirty (30) days from invoice date.
12.4 The Company reserves the right to suspend work where any invoice becomes overdue.
12.5 Interest shall accrue on overdue amounts pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
12.6 The Customer shall reimburse all reasonable debt recovery, legal and collection costs incurred by the Company.
13. RETENTION OF TITLE
13.1 Ownership of all goods, materials, pipework, ducts and fittings supplied by the Company shall remain with the Company until payment in full has been received.
13.2 Until title passes, the Company shall have the right to recover unpaid goods wherever reasonably practicable.
14. LIMITATION OF LIABILITY
14.1 Nothing in these Terms shall exclude liability for death or personal injury caused by negligence, fraud or any liability that cannot lawfully be excluded.
14.2 Subject to clause 14.1, the Company’s total aggregate liability shall not exceed the greater of:
a) the value of the relevant Contract; or
b) £250,000.
14.3 The Company shall not be liable for:
a) indirect loss;
b) consequential loss;
c) loss of profit;
d) loss of revenue;
e) loss of business;
f) loss of contracts;
g) loss of opportunity;
h) loss of goodwill;
i) utility interruptions;
j) delays caused by third parties.
14.4 The Company shall have no liability arising from inaccurate information supplied by the Customer or third parties acting on the Customer’s behalf.
15. CUSTOMER INDEMNITY
15.1 The Customer shall indemnify and keep indemnified the Company against all claims, losses, liabilities, damages, costs and expenses arising from:
a) inaccurate utility records;
b) failure to identify underground services;
c) failure to obtain permissions or permits;
d) undisclosed site conditions;
e) acts or omissions of the Customer, its employees, contractors or agents.
16. FORCE MAJEURE
16.1 The Company shall not be liable for delay or failure to perform arising from circumstances beyond its reasonable control including adverse weather, strikes, utility failures, labour shortages, government action, site restrictions, acts of God and unforeseen ground conditions.
17. TERMINATION
17.1 Either party may terminate the Contract where the other commits a material breach and fails to remedy that breach within fourteen (14) days of written notice.
17.2 The Company may terminate immediately where any invoice remains unpaid beyond its due date.
17.3 The Customer shall remain liable for all sums due and costs incurred up to the date of termination.
18. GOVERNING LAW
18.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising from these Terms and Conditions.