CONTINENTAL SPORTS
LIMITED
TERMS AND CONDITIONS OF EQUIPMENT MAINTENANCE
The following provisions are the Terms and Conditions (“Terms”) that you agree to be bound by when you request Continental Sports Limited to carry out maintenance on equipment at your facility. The Customer’s attention is in particular drawn to the provisions of condition 10.4.
1. INTERPRETATION
1.1 In these Terms, unless the context
otherwise requires:
“Company”
means Continental Sports Limited (company
registration number 830200) whose registered
office is at Millgate Mills, Paddock,
Huddersfield HD1 4SD
“Contract”
means any contract between the Company
and the Customer for the repair and
maintenance of the Equipment, incorporating
these conditions
“Customer”
means the person, firm or company who
requests a Service of its Equipment
from the Company
"Equipment"
means the equipment which the Customer
has requested to be inspected and maintained
by the Company
"Location"
means the premises of the Customer where
the Equipment is located, or any other
location agreed between the Company
and the Customer
"Normal Working Hours"
means the hours of 8.00am to 5.00pm
on any day other than Saturday or Sunday
or a Bank or Public Holiday
“Order”
means a request for the Service by the
Customer
“Representative”
or “Representatives”
means the representatives of the Company
attending the Location to carry out
the Service
“Service”
or “Services”
means the repair and maintenance service
in respect of the Equipment to be provided
pursuant to these Terms
1.2 A reference to a particular law
is a reference to it as it is in force
for the time being taking account of
any amendment, extension, application
or re-enactment and includes any subordinate
legislation for the time being in force
made under it
1.3 Words in the singular include the
plural and in the plural include the
singular
1.4 A reference to one gender includes
a reference to the other gender
1.5 Condition headings do not affect
the interpretation of these conditions
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition
2.3, the Contract shall be on these
conditions to the exclusion of all other
terms and conditions (including any
terms or conditions which the Customer
purports to apply under any form or
documentation requesting a Service which
is created by the Customer)
2.2 No terms or conditions endorsed
on, delivered with or contained in any
form or document created by the Customer
shall form part of the Contract simply
as a result of such document being referred
to in the Contract
2.3 These conditions apply to the Service
and any variation to these conditions
and any representations about the Service
shall have no effect unless expressly
agreed in writing and signed by a Director
of the Company. The Customer acknowledges
that it has not relied on any statement,
promise or representation made or given
by or on behalf of the Company which
is not set out in the Contract. Nothing
in this condition shall exclude or limit
the Company's liability for fraudulent
misrepresentation
2.4 Each Order by the Customer shall
be deemed to be an offer by the Customer
to obtain Services subject to these
conditions
2.5 No Order placed by the Buyer shall
be deemed to be accepted by the Company
until a written acknowledgement of the
Order is issued by the Company
2.6 It shall be for the Customer to
ensure that the Equipment to be serviced
is listed in its Order and is complete
and accurate
3. SERVICES TO BE PROVIDED
3.1 The Company shall provide the Customer
with a repair and maintenance service
for the Equipment, such service being
limited to the equipment which the Customer
specifically requests to be inspected
in its Order
3.2 Subject to the remainder of this
clause and subject to clause 5, the
Service shall consist of:
3.2.1 a visual inspection of the Equipment
supplemented by basic non-invasive investigations
and non-destructive testing (for example,
but without limitation, visual inspection
of welds rather than ultra-sonic testing
and stamp-testing of mats rather than
removal of covers for the purpose of
chemically testing foam composition);
3.2.2 such routine maintenance of the
Equipment as the Company may reasonably
determine to be necessary in order to
keep the Equipment in good working order;
and
3.2.3 the repair of any defect in or
malfunction of the Equipment which is
discovered by the Representatives during
the course of routine maintenance checks
or is reported to the Company by the
Customer in advance of the maintenance
visit
3.3 Routine maintenance of the Equipment
shall be carried out by one or more
Representatives who shall be suitably
qualified and duly authorised to carry
out the Service attending at the Location
at a time during Normal Working Hours
as may be agreed in advance between
the Company and the Customer
3.4 If the Representatives discover
a defect in or malfunction of the Equipment
during the Service, the Representatives
shall use all reasonable endeavours
to repair it at the Location if it is,
in the Representative’s sole opinion,
a modest or minor repair, but if that
is not reasonably practicable or is
not reasonably practicable in the time
available during Normal Working Hours
or such repairs are of a nature which
are not minor or modest, the Representatives
will seek to make suitable arrangements
with the Customer for either:
3.4.1 a further visit to be made to
the Location during Normal Working Hours
for the repair of the defect or malfunction;
or
3.4.2 if it is not reasonably practicable
or possible for the defect or malfunction
to be repaired at the Location, the
removal of the Equipment (or, where
practical, the part of the Equipment
in question) for the purposes of repair
at the Company’s premises
and the Company shall provide the Customer
with an indication of the cost of such
repairs after the maintenance visit
but prior to carrying out such repairs
as may be necessary
3.5 At the conclusion of the Service,
a Representative shall present to the
Customer a written report which will
state:
3.5.1 the work carried out during the
Service and the state in which the Equipment
has been left;
3.5.2 what major repairs are required
on items which have been judged unsafe
for use until repaired (pursuant to
clause 6.1); and
3.5.3 whether any items have been condemned
(pursuant to clause 6.2)
and the Customer will be asked to sign
the report to confirm understanding
of the work carried out and any works
identified as being required
3.6 If the written report states that
an item of equipment which has been
manufactured or installed by a manufacturer
or installer other than the Company
is left in good or safe order then such
statement is subject to the qualification
stated in clause 4.2
4. INSPECTION OF OTHER MANUFACTURERS’
PRODUCTS
4.1 Subject to the following provisions
of this clause, if the Equipment contains
an item of equipment which is manufactured
by a manufacturer other than the Company,
the Representatives will include such
equipment in the Service
4.2 The Representatives will service
such equipment to the best of their
knowledge which excludes any product-specific
knowledge which the manufacturer or
installer of the item may consider as
having relevance to the maintenance
requirements of that item
4.3 As the Company was not the manufacturer
of such equipment, the Company cannot
comment on how it was made or whether
it was, or remains, safely installed
4.4 If the Customer requires full servicing
of equipment manufactured or installed
by a manufacturer other than the Company,
the Customer should consider contacting
the manufacturer or installer of such
equipment for such service
5. SERVICES NOT INCLUDED
5.1 The Company shall not carry out
the Service in respect of:
5.1.1 any high level items of equipment
(for example, but without limitation,
roof-mounted apparatus), unless specifically
requested to when the Customer places
its Order as appropriate inspection
apparatus would need to be brought,
although the Representatives will endeavour
to visually inspect such apparatus from
ground level if the Customer so requests;
or
5.1.2 any electrical or computer circuitry
in any Equipment, although the Company
can assist in the Customer arranging
such an inspection separately
5.2 Unless specifically requested to
do so, the Company shall not conduct
any pull testing of any wall or floor
fixings
6. MAJOR REPAIRS AND THE RIGHT
TO CONDEMN
6.1 If a Representative determines that
an item of Equipment is unsafe or sub-standard
but capable of economic repair, that
item shall be brought to the Customer’s
attention by the Representative and
the Customer shall immediately take
that item out of service until satisfactorily
repaired. The Company will provide an
indication of the cost of any repair
work required to such an item after
the maintenance visit
6.2 Any item of Equipment that the Representatives
identify as being unsafe and beyond
economic repair will be indelibly marked
with the word ‘CONDEMNED’
by the Representatives and must immediately
be taken out of service by the Customer.
By agreeing to these Terms, the Customer
grants the Company and the Representatives
the right to condemn Equipment that
is unsafe and beyond economic repair
by the method stated
6.3 The Company is unable to remove
items which have been condemned pursuant
to clause 6.2 and it is the Customer’s
responsibility to ensure the items are
no longer used and are disposed of responsibly
7. SPARE PARTS AND REPLACEMENTS
7.1 During the Service at the Location,
the Company shall use all reasonable
endeavours to supply minor spare parts
and replacement components required
to maintain the Equipment in good working
order at an additional cost
8. CUSTOMER'S OBLIGATIONS
8.1 As the Service is supplemental to
the Customer’s maintenance programme,
the Customer shall:
8.1.1 at all times keep the Equipment
in the environmental conditions recommended
by the manufacturer of the Equipment;
8.1.2 use the Equipment only in accordance
with such instructions and recommendations
relating to the care and operation of
the Equipment as may be issued by the
manufacturer of the Equipment or as
may from time to time be advised in
writing by the Company; and
8.1.3 ensure that its equipment is checked
prior to each use by a suitably qualified
person and that a suitably qualified
person supervises the use of the equipment
8.2 It is the Customer’s responsibility
to ensure that its Order clearly states
the Equipment to be serviced (and if
there are any specific instructions
to be followed) and failure to clearly
state the equipment to be serviced may
result in the Representatives exercising
their judgement as to what is to be
serviced and the written report will
be conclusive evidence of the equipment
that has been serviced and the Company
will not accept any liability for any
equipment which has not been serviced
under such circumstances
8.3 In the event that the Representatives
exercise their judgement pursuant to
clause 8.2, the Customer shall be responsible
for the costs incurred in servicing
the equipment
8.4 The Customer shall, prior to the
commencement of the Service, bring to
the Company’s or the Representatives’
attention any potential or actual defects
relating to the Equipment of which it
is aware and the Customer shall, on
the Representatives’ arrival,
highlight such problems to the Representatives
8.5 The Customer shall ensure that the
Representatives are given full and free
access to the Equipment
8.6 The Customer shall provide the Representatives
with such information and records concerning
the Equipment, its application, use,
location and environment as the Representatives
may reasonably request to enable them
to carry out their duties
9. CHARGES AND PAYMENT
9.1 Unless a fixed price has previously
been agreed by the Company in writing,
the Customer will be charged for the
time spent by the Representatives in
carrying out the Service at a rate per
man hour spent (usually two Representatives
will attend) in addition to a charge
dependent on what area of the United
Kingdom the Service is to be conducted
in. Full details of the current labour
and area charges and are available on
request or on the Company’s website
9.2 In addition to the charges set out
at clause 9.1, there will be a charge
for any and all spare parts and materials
used by the Representatives during the
Service
9.3 Unless otherwise agreed in writing
with the Company, payment must be made
in full within 30 days of the date of
the invoice which shall be dispatched
after the Service has been completed.
Time for payment shall be of the essence.
9.4 The Company reserves the right to
claim interest under the Late Payment
of Commercial Debts (Interest) Act 1998,
together with the reimbursement of all
costs reasonably incurred in the recovery
of such overdue sums
9.5 The Customer shall make all payments
due under the Contract in full without
any deduction whether by way of set-off
or counterclaim and no sums shall be
deducted from the price payable unless
any such discount has been separately
agreed with the Company
9.6 Failure to pay any invoice in accordance
with these Terms or with terms as may
be agreed separately shall entitle the
Company to suspend further services
to the Customer of whatever nature without
prejudice to any other right which the
Company may have
10. LIABILITY
10.1 This condition 10 sets out the
entire financial liability of the Company
(including any liability for the acts
or omissions of its employees, agents
and sub-contractors) to the Customer
in respect of any breach of the Contract,
any use made by the Customer of the
Service and any representation, statement
or tortious act or omission (including
negligence) arising under or in connection
with the Contract
10.2 All warranties, conditions and
other terms implied by statute or common
law are, to the fullest extent permitted
by law, excluded from the Contract
10.3 Nothing in these Terms limits or
excludes the liability of the Company:
10.3.1 for death or personal injury
resulting from negligence; or
10.3.2 for any damage or liability incurred
by the Customer as a result of fraud
or fraudulent misrepresentation by the
Company
10.4 Subject to conditions 10.2 and
10.3:
10.4.1 the Company shall not be liable
for loss of profits, loss of business,
depletion of goodwill and/or similar
losses, loss of goods, loss of contract,
loss of use or any special, indirect,
consequential or pure economic loss,
costs, damages, charges or expense;
and
10.4.2 the Company’s total liability
in contract, tort (including negligence
or breach of statutory duty), misrepresentation,
restitution or otherwise arising in
connection with the performance or contemplated
performance of the Contract shall be
limited to the price paid for the Services
10.5 As the equipment is inspected on
the day on which the Service is carried
out, the Company shall not be liable
for any change or deterioration in the
Equipment which occurs after the Service
and the report prepared by the Representatives
shall be conclusive evidence of the
state of the Equipment at the time of
the Service. It is the Customer’s
responsibility to continually monitor
the state of its equipment and to arrange
any repairs which may become necessary
from time to time
10.6 The Company will make all reasonable
efforts to attend the Location to undertake
the Service at a specific time (if agreed
by the Company in writing) but circumstances
such as, for example, over-runs on prior
jobs or traffic delays may result in
the Representatives arriving after the
agreed time. The Customer accepts that
an agreed time can only be an estimate
and that the Company will not be liable
for any costs or losses resulting from
a failure to attend at that agreed time
11. FORCE MAJEURE
11.1 The Company shall have no liability
to the Customer under the Contract if
it is prevented from or delayed in performing
its obligations under the Contract or
from carrying on its business by acts,
events, omissions or accidents beyond
its reasonable control including, but
without limitation, strikes, lock-outs
or other industrial disputes (whether
involving the workforce of the Company
or any other party), failure of or a
delay experienced on a transport network,
act of God, war, civil commotion, malicious
damage, compliance with any law or governmental
order, regulation or direction, accident,
breakdown of plant or machinery, flood,
storm or default of suppliers or sub-contractors
12. DURATION AND TERMINATION
12.1 Subject to condition 12.3, the
Contract shall terminate automatically
on completion of the Service or, if
later, after any repairs are made pursuant
to clause 6.1
12.2 Without prejudice to any other
rights or remedies which the terminating
party may have, either party may terminate
the Contract without liability to the
other immediately on giving notice to
the other if:
12.2.1 notice is given at least 3 days
prior to the date scheduled for the
Service; or
12.2.2 either party (being an individual)
has a bankruptcy order made against
it or makes any arrangements with creditors,
or otherwise takes the benefit of any
provision for the relief of insolvent
debtors, or (being a body corporate)
convenes any meeting of creditors, or
enters into liquidation (whether voluntary
or compulsory) except a solvent voluntary
liquidation for the purpose only of
reconstruction or amalgamation, or has
a receiver, administrator or administrative
receiver appointed of all or any part
of its undertaking, or documents are
filed with the court for the appointment
of an administrator of the party or
notice of intention to appoint an administrator
is given by a party or its directors
or by a qualifying floating charge holder
(as defined in paragraph 14 of Schedule
B1 to the Insolvency Act 1986), or a
resolution is passed or a petition presented
to any court for the winding-up of a
party or for the granting of an administration
order in respect of either party, or
any proceedings are commenced relating
to the insolvency or possible insolvency
of either party or if the other party
ceases, or threatens to cease, to trade
12.3 On termination of the Contract
for any reason:
12.3.1 the Customer shall immediately
pay to the Company all of the Company’s
outstanding unpaid invoices and interest
and, in respect of Services supplied
pursuant to the Contract but for which
no invoice has yet been submitted, the
Company may submit an invoice, which
shall be payable immediately on receipt;
and
12.3.2 the accrued rights of the parties
as at termination and the continuation
of any provision expressly stated to
survive or implicitly surviving termination,
shall not be affected
12.4 Any waiver by either party of a
breach of any provision of these Terms
shall not be considered as a waiver
of any subsequent breach of the same
or any other provision
12.5 The rights to terminate this Contract
given by this clause 12 shall not prejudice
any other right or remedy of either
party in respect of the breach concerned
(if any) or any other breach.
12.6 Upon the termination of this Contract
for any reason, subject as otherwise
provided in these Terms and to any rights
or obligations which have accrued prior
to termination, neither party shall
have any further obligation to the other
under this Contract
13. NATURE OF AGREEMENT
13.1 Subject to the Customer's consent
(which shall not be unreasonably withheld)
the Company shall be entitled to carry
out its obligations under this Contract
through any agents or sub-contractors
appointed by it in its absolute discretion
for that purpose
13.2 This Contract contains the entire
agreement between the parties with respect
to its subject matter and supersedes
all previous agreements and understandings
between the parties
13.3 If any provision or any part of
a provision of the Contract is found
by any court or other administrative
body of competent jurisdiction to be
wholly or partly illegal, invalid, void,
voidable, unenforceable or unreasonable
it shall to the extent of such illegality,
invalidity, voidness, voidability, unenforceability
or unreasonableness be deemed severable
and the remaining provisions of the
Contract and the remainder of such provision
shall continue in full force and effect
13.4 The formation, existence, construction,
performance, validity and all aspects
of the Contract shall be governed by
English law and the parties submit to
the exclusive jurisdiction of the English
courts
14. NOTICES
14.1 Any notice required to be given
under this Contract shall be in writing
and shall be delivered personally, or
sent by pre-paid first-class post or
recorded delivery, in case of communications
to the Company, to its registered office
or such changed address as shall be
notified to the Customer by the Company
or, in the case of communications to
the Customer, to its registered office
if it is a company or in any other case
to any address of the Customer set out
in any document which forms part of
the Contract or such other address as
shall be notified to the Company by
the Customer
14.2 Any notice shall be deemed to have
been duly received when left at the
address referred to in this clause if
delivered personally or on the second
business day after posting if sent by
pre-paid first-class post or recorded
delivery
14.3 A notice required to be given under
this Contract shall not be validly given
if sent by e-mail


