SP Group Limited
Registered in England & Wales
No. 1240968
Registered office:
One Tudor Street,
London EC4Y 0AH

SP GROUP LTD’S STANDARD TERMS AND CONDITIONS



1. Interpretation

1.1 In these Conditions:

“Company” means SP Group Limited whose registered office is at St Ives House, Lavington Street, London SE1 0NX (registered No: 1240968)
“Conditions” means these standard terms and conditions and any special conditions agreed in Writing by the Company
“Contract” means the contract between Company and Customer for the supply of the Goods and/or Services and the Conditions
“Customer” means the person whose Order for the purchase of the Goods and/or Services is accepted by Company
“Delivery” means the delivery or collection of the Goods or completion of the Services (as applicable) and Deliver, Delivered shall be construed accordingly
“Goods” means the goods, articles, data and accompanying documentation which Company is to supply
“Hire Equipment” means equipment to be hired to Customer by Company
“Installation” means the installation of the Goods and/or the Hire Equipment at the Premises
“Order“ means each and every request/order issued in accordance with the Conditions for the supply of the Goods and/or Services
“Premises” means the premises where the Goods and/or Services are to be supplied /performed
“Services” means the supply, hire, and/or Installation of the Goods and/or Hire Equipment and associated services
“Writing” includes fax, email, letter and comparable means of communication

1.2 Any reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or re-enacted.

1.3 The headings in the Conditions are for convenience only and shall not affect their interpretation. A Reference to a “person” means any individual, firm body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture. Words in the singular shall include the plural and vice versa.

2. Basis of the Contract

2.1 Company shall supply to Customer the Goods and/or Services for the price set out in the Order subject to the Conditions and to the exclusion of all other terms and conditions. No variation to the Conditions shall be binding unless agreed in Writing by an authorised representative of Company.

2.2 No representations, warranties or undertakings (verbal or otherwise) made concerning the Goods and/or Services shall be binding unless confirmed in Writing by an authorised representative of the Company.

3. Orders and specifications

3.1 No Order shall be deemed binding and a Contract formed until either Company’s written estimate has been accepted by Customer and Company has acknowledged/confirmed Customer’s acceptance in Writing, or where Customer submits a written order that order has been accepted by Company in Writing.

3.2 Customer shall be responsible for ensuring all necessary and accurate information is contained in the Order and that the Order is submitted within sufficient time to enable Company to perform the Contract. Where proofs are submitted to Customer for approval, Company shall incur no liability for errors in those proofs which Customer fails to identify.

3.3 All samples, illustrations or descriptive materials including specifications, drawings and particulars of weights/dimensions and performance issued by Company shall be treated as approximate only and Company gives no warranty or representation that the Goods and/or Services will conform to such unless agreed otherwise in Writing.

3.4 If the Goods and/or Services are to be produced in accordance with Customer’s specification, Customer warrants that it owns or is licensed, or authorised to use the intellectual property rights in that specification and indemnifies Company against all loss, damages, costs and expenses awarded against or incurred by Company in connection with;
(i) any claim that the specification or the use of it infringes a third party’s patent, copyright, design, trade mark or other industrial or intellectual property rights and/or
(ii) any impracticality, inefficiency or lack of safety or other defect in the Goods and/or Services due (whether in whole or in part) to faults or omissions in information, drawings, designs, instructions, or specifications of Customer.

3.5 Company reserves the right at any time to make changes to its or Customer’s specification of the Goods and/or Services which are required to conform with any applicable statutory or EC requirements and to Company’s specification where that change does not materially affect the quality or performance of the Goods and/or Services.

3.6 No Order which has been accepted by Company may be cancelled by Customer except with Company’s agreement in Writing.

3.7 Company shall not be required to process any Order which in its opinion is or may be of an illegal or libelous nature.

3.8 Customer shall indemnify Company against any loss, damages, costs (including labour and material costs) and expenses awarded against or incurred by Company in connection with any cancellation or rejection of an Order as referred to in clause 3.6 or 3.7.

4. Price of the Goods and Services

4.1 Unless otherwise agreed in Writing the price of the Goods and/or Services (“the Price”) shall be the price stated in the Order or, where no price has been stated, Company’s current listed price for such. All Prices in Company’s estimates are valid for 30 days unless withdrawn by Company earlier.

4.2 Prices are based on the cost of production at the time of estimating and notwithstanding clause 4.1 Company reserves the right at any time before Delivery, to increase the Price to reflect; (i) any increase in those costs (such as, foreign exchange fluctuations, significant increases in labour, or materials costs), or (ii) any change in Delivery dates, quantities or specifications for the Goods and/or Services requested by Customer, or (iii) any delay caused by Customer’s instructions or failure to give adequate instructions or information.

4.3 Unless otherwise stated by Company in Writing, all Prices are given on an ex works basis, and where Company agrees to deliver the Goods, Customer shall be liable to pay Company’s charges for transport, packaging and insurance.

4.4 Prices are exclusive of value added tax, which Customer shall be additionally liable to pay at the applicable rate.

4.5 Returnable pallets and containers will be charged for in addition to the Price, but if returned to Company undamaged before the due payment date a full credit for those charges will be given.

5. Terms of payment

5.1 Company reserves the right to require payment of the Price (or part) in advance, which may be applied by Company, at its discretion, against any invoice rendered by Company under the Contract.

5.2 Unless agreed otherwise in Writing, Customer shall pay the Price (or the balance of the Price) due without any set off deduction, counterclaim, abatement or otherwise within 30 days from date of invoice. Invoices to be sent no earlier than date of Delivery of the Goods and/or Services or the date when the Goods and/or Services have been tendered for Delivery if Customer fails to accept Delivery. Company further reserves the right to submit interim invoices at Company’s discretion.

5.3 The time of payment shall be of the essence of the Contract, and payment shall not be deemed received until Company is in receipt of cleared funds. If Customer fails to make payment in full by the relevant due date, Company shall, without prejudice to any other right or remedy available to it, be entitled to:

5.3.1 cancel the Contract or suspend any further deliveries of the Goods or performance of the Services;

5.3.2 immediate payment of all outstanding invoices in respect of the Goods and/or Services under any Contract notwithstanding the fact that the date for payment may not yet be due;

5.3.3 charge interest on the amount unpaid, at the rate of 4% above the base rate of National Westminster Bank PLC’s from time to time in force, from the date the monies fell due until payment is made in full; and

5.3.4 charge Customer for any costs incurred in recovering any unpaid amount(s) (including legal costs, disbursements and bank charges).

5.4 Company reserves the right to set off any monies owed by it to Customer against those owed to it by Customer.

6. Delivery

6.1 The Goods shall be deemed Delivered when Customer collects the Goods from Company’s premises after being notified that the Goods are ready for collection or, if being delivered, when Company delivers the Goods to the agreed delivery address and the Services shall be deemed completed on notification to Customer that the Services have been completed.

6.2 Any dates quoted for Delivery of the Goods or Services are approximate only and Company shall not be liable for any delays in Delivery howsoever caused. The Goods and Services may be Delivered in advance of the quoted Delivery date provided Customer is given reasonable notice.

6.3 Where the Goods Ordered are to be Delivered in instalments, each Delivery shall constitute a separate Contract and failure by Company to Deliver any one or more of the instalments in accordance with the Conditions or any claim made by Customer in respect of any one or more instalment shall not entitle Customer to treat the whole Order as repudiated.

6.4 If Company fails to Deliver the Goods or Services, other than due to a cause beyond Company’s reasonable control or Customer’s fault, its liability to Customer shall be limited to the excess (any amount paid over and above the Price that Customer would have paid for the Goods and/or Services), if any, of the cost to Customer in the cheapest available market of obtaining similar goods and/or services to replace those not Delivered. In no circumstances shall Company be responsible for any other loss (including loss of profit) whether direct, indirect or consequential costs, damages, charges or expenses arising out of such non-Delivery.

6.5 If Customer fails to take Delivery of the Goods and/or Services or fails to give Company adequate delivery instructions (otherwise than due to a cause beyond Customer’s reasonable control or Company’s fault) then, without prejudice to any other right or remedy available to Company, Company may: (i) elect that the Goods be deemed Delivered; or (ii) store the Goods at the Customer’s expense until actual Delivery; or (iii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to Customer for the excess above, or charge Customer for any shortfall below, the Price under the
Contract.

6.6 Any defects in the Goods or Services must be notified in Writing (affording Company a reasonable opportunity to inspect the defects, failing which the notice shall be deemed to be invalid) to Company within 7 days of Delivery of the Goods and/or Services otherwise the Goods and/or Services will be deemed to have been accepted by Customer free of defects or faults. In any event Customer shall be deemed to have accepted the Goods and/or Services if Customer uses them after Delivery.

7. Risk and property

7.1 Risk of damage or loss of the Goods shall pass to Customer at the time of Delivery or, if Customer wrongfully fails to take Delivery , at the time Customer was notified the Goods and/or Services were ready for, or were tendered for, Delivery.

7.2 Property in the Goods shall not pass to Customer until Company has received in cleared funds full payment of the Price for the Goods and/or Services and any other monies for work carried out for Customer for which payment is then due to Company.

7.3 Until the property in the Goods passes to Customer, Customer shall hold the Goods as Company’s fiduciary agent and bailee, and shall keep the Goods securely stored, and separate from those of Customer and third parties and identified as Company’s property, and Company shall (provided the Goods are still in existence and have not been resold) be entitled at any time to require the Goods to be returned or be permitted to enter Customer’s or any third party’s premises to repossess the Goods. Notwithstanding the foregoing provisions, Customer is permitted by Company to resell or use the Goods in the ordinary course of its business prior to title passing to Customer, PROVIDED that such sale or use could not be reasonably avoided by Customer and that the proceeds of such resale or the benefit to the Customer of such use of the Goods is accounted for by Customer to Company. In such circumstances Company shall apply the proceeds so received against any sums due to it by Customer in respect of the Goods.

8. Warranties and liability

8.1 Company warrants that the Goods manufactured by Company will be free from defects in material and workmanship for a period of 12 months from Delivery.

8.2 The above warranty is given subject to Company having no liability (i) for any defect in the Goods arising from any information, drawing, design, instruction or specification supplied by Customer, or (ii) for any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Company’s instructions (whether oral or in Writing), improper installation (other than by Company) misuse or alteration or repair of the Goods without Company’s approval, and (iii) if the total price for the Goods and/or Services has not been paid by the due date for payment or if Customer is otherwise in breach of this Contract or any other contract with Company;

8.3 for the avoidance of doubt, the above warranty does not apply to the Hire Equipment and/or the Installation.

8.4 Subject as expressly provided in the Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.5 Company shall not be liable to Customer under the Conditions, any Contract or otherwise, for any indirect, special or consequential loss or damage (including, but not limited to, loss of business, reputation, good will, or for loss of profit, anticipation of savings or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Company, its employees or agents or otherwise) which arise out of or in connection with the supply, use or resale of the Goods by Customer, or the supply of the Services, and the entire liability of Company under or in connection with any Contract shall not exceed 100% of the price payable under that Contract, unless expressly provided otherwise in the relevant Contract.

8.6 Company shall not be liable to Customer or be deemed to be in breach of the Contract by reason of any delay or failure to perform any of Company’s obligations in relation to the Contract, if the delay or failure is due to any cause beyond Company’s reasonable control (including, but not limited to, an Act of God, explosion, flood, fire, accident, power failure, war, civil disturbance, regulations, bye-laws, prohibitions, embargoes or measures any governmental, parliamentary or other competent authority measures, industrial action(s) or trade disputes, difficulties in obtaining raw materials, or labour) and such failure or delay shall entitle either party to terminate the Contract if it persists for more than three months but Customer shall remain liable to pay the Price under the Contract in respect of items delivered prior to the date of such cancellation.

8.7 Notwithstanding the other provisions of Clause 8, Company may if a defect or fault in the Goods and/or Services has been accepted by Company, at its discretion elect to repair and/or replace the Goods and/or Services and if so, the repair, replacement of the Goods and/or Services shall be the full extent of Company’s liability to Customer under the Contract.

8.8 Nothing in this Clause 8 shall restrict Company’s liability for death or personal injury caused by Company’s negligence or fraudulent misrepresentation.

9. Indemnity

9.1 Company shall indemnify Customer against all loss, damages, costs and expenses awarded against or incurred by Customer in connection with any claim that the Goods and/or Services infringe, or that their use or resale infringes, the intellectual property rights of any other person, save for where the infringement arises directly or indirectly as a result of, or from the use of, Customer’s information, drawing(s), design, instruction(s), material(s), or specification, for which Customer shall be liable for and indemnify Company against any such claims, and provided that:

9.1.1 Company is given full control and Customer shall give Company all reasonable assistance with any proceedings or negotiations;

9.1.2 Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of Company (which shall not be unreasonably withheld); and

9.1.3 Customer shall take such steps as Company may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Company is liable to indemnify Customer under this clause.

10. Installation

10.1 Where Installation is required, Company shall install the Goods and/or Hire Equipment inaccordance with this Clause and the Contract generally.

10.2 Company shall not be responsible for any delay in Installation directly or indirectly arising out of the acts or omissions of Customer (including any employee, agent or contractor of Customer) or any third party.

10.3 Customer shall: -

10.3.1 obtain all necessary licences, consents, or approvals etc required form any governmental, local authority or other relevant third party and to continue to meet those requirements and maintain their approval in respect of the Installation and, if such approval or consent is amended or ends, notify Company immediately;

10.3.2 provide any information Company may reasonably require in connection with Customer, the Premises, the Installation to enable Company to perform the Installation and inform Company if such information changes;

10.3.3 give Company access to the Premises so as it may perform the Installation and provide such assistance as may be reasonably requested promptly and without cost to Company. Customer shall move any materials, and other objects obstructing or preventing Installation;

10.3.4 ensure the Premises and any equipment provided are safe and without risk for Company’s employees and agents and alert Company to the location of any concealed pipes and wires and any other known risks and hazardous materials on the Premises which may affect the Installation;

10.3.5 operate the Goods and/or Hire Equipment according to the requirements of the specification, operating instructions, user’s handbooks (if any) issued from time to time;

10.3.6 be responsible for and compensate Company for all liabilities, claims, losses or expenses due to the Goods and/or Hire Equipment not being used in accordance with the specification, operating instructions, or user handbooks, or as a result of the Goods and/or Hire Equipment being connected to equipment /devices not supplied by Company;

10.3.7 inform Company at once of any defect or fault in the Goods and/or Hire Equipment; or if they have been tampered with, damaged or stolen or if the Goods and/or Hire Equipment are or have been subjected to any unusual operating or environmental conditions; and

10.3.8 ensure that Company’s staff and contractors have adequate welfare facilities (toilet and washing facilities).

11. Hire

Where Customer as part of the Contract hires the Hire Equipment, the following terms shall apply, unless varied and/or extended by Company in Writing: -

11.1 The period of hire shall commence on the earlier of the date of the Contract, or the date on which the Hire Equipment is collected by or delivered to Customer, and shall end on the earlier of (i) the day on which it is returned/redelivered or recollected by Company and (ii) on the expiry of the agreed period of hire.

11.2 In respect of Delivery of Hire Equipment, the provisions of Clause 6 shall apply mutatis mutandis.

11.3 Customer shall report any defects or malfunction in the Hire Equipment within 48 hours of Delivery and shall, if so requested by Company, return the Hire Equipment to Company for inspection. If Company agrees that the Hire Equipment is defective/faulty, it shall use its reasonable endeavours to provide a suitable replacement as it shall in its absolute discretion consider appropriate.

11.4 Hire Equipment shall be under Customer’s control at all times from Delivery until its return or collection and Customer shall ensure that the Hire Equipment is used safely and not used for any purpose for which it is not designed or suitable.

11.5 Subject to clause 11.3 and except for any liability for death or personal injury arising out of the negligence of Company, its servants or agents, Company accepts no responsibility for any loss, damage, costs, claims or expenses suffered or incurred by Customer or by any third person (including Customer’s servants or agents) relating to the use or hire of the Hire Equipment and Customer shall be responsible for and shall indemnify Company against all such loss or damage caused to or by the Hire Equipment howsoever arising.

11.6 Customer shall keep the Hire Equipment insured against loss, damage and third party risks and shall produce evidence of such insurance on request.

11.7 Customer shall not move the Hire Equipment from the Premises without Company’s consent in Writing (which may be withheld or made subject to such conditions as Company may determine). Customer shall keep the Hire Equipment in its sole possession and shall not lend, sublet or otherwise part with possession of it in any way. Customer acknowledges that the Hire Equipment remains the property of Company at all times and must not in any circumstances be sold or used as security and Customer shall not permit any lien to be created on the Hire Equipment.

11.8 Company will maintain the Hire Equipment at its own expense and Customer shall, when required by Company, grant access to the Hire Equipment for the purpose of inspecting maintaining or repairing it.

11.9 Customer must not repair or attempt to repair the Hire Equipment in the event of damage but must notify Company immediately, and if the damage has been caused by Customer’s fault, carelessness or misuse, the repair will be at the expense of Customer.

11.10 Company may substitute other Hire Equipment of a similar type or condition in lieu of repairing the Hire Equipment, without relieving Customer from any responsibility for the cost of repair under these Conditions and without extending the period of hire.

11.11 Nothing in this clause shall affect or diminish the liability of Customer for any breach of this Agreement or render Company liable to Customer for any resultant or consequential loss, damage or inconvenience.

11.12 If the Hire Equipment is returned damaged or not returned, Customer will be liable for the cost of repair or replacement. If the Hire Equipment is irreplaceable Company will invoice Customer for the full retail value of the Hire Equipment.

12. Termination of the Contract

12.1 Company may terminate if one of the following occurs or it reasonably apprehends is about to occur and notifies Customer accordingly:

12.1.1 Customer makes any voluntary arrangement with its creditors, or becomes bankrupt, or becomes subject to an administration order, or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

12.1.2 an encumbrancer takes possession of, or a receiver is appointed to manage any of the property or assets of Customer, or Customer ceases, or threatens to cease, to carry on business; or

12.1.3 Customer is in breach of the provisions of the Contract and fails to remedy the same (if capable of remedy) within 7 days of Company notifying Customer of such breach.

12.2 If this clause applies then, without prejudice to any other right or remedy available to Company, Company shall be entitled to cancel the Contract and/or suspend any further deliveries without any liability to Customer, and if the Price has not been paid, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. General

13.1 Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group (i.e. any subsidiary, sister company, holding company of Company, or any subsidiary of any such holding company), provided that any act or omission of any such other member shall be deemed to be the act or omission of Company.

13.2 Any notice required or permitted to be given by either party to the other under the Conditions shall be in Writing addressed to that other party at its registered office or such other address as may have been notified pursuant to this provision.

13.3 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.

13.4 Each right or remedy of Company under the Contract is without prejudice to any other right or remedy of Company whether under the Contract or not.

13.5 Failure or delay by Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights and any waiver by Company of any Customer breach or default will not be deemed a waiver of any subsequent Customer breach or default and will in no way affect the other terms of the Contract.

13.6 The Contract and any documents referred to in it constitute the entire agreement between the parties.

13.7 Company may assign and/or subcontract the Contract or any part of it to any person, firm or company. Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Company.

13.8 A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Any rescission, variation, amendment or waiver to or of this Contract or any other contract between Company and Customer shall not require the consent or approval of any person who is not a party to that contract.

13.9 Where the Customer is a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) the statutory rights of that Customer shall not be affected by the provisions in the Conditions.

13.10 The Contract shall be governed by and construed in accordance with the laws of England and Wales and Customer agrees to submit to the exclusive jurisdiction of the English courts.

Version: November 2010