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We draw your attention to the limitation of liability clause at clause

Definitions

In these Conditions the following definitions apply:

Contractor means Beeson Trees Ltd (company number: 13773132) registered office at Rose fo Tralee Green Lane, Derbyshire DE12 6J, including all staff employed directly and indirectly by the company;

Contractmeans the agreement between the Contractor and the Client for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work;Client meansthe individual or company that commissions the works and accepts a quotation either orally or in writing;

ClientContact – The agreement between the CClient and the CContractor for the works specified on the quotation;

Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Ordermeans the order for the Works from the Contractor placed by the Customer;

Property means the property and the land that the Client has requested Works to be conducted.

Quotation means a written description of works, costs, site address and Client details and other such details as required from time to time;

Works – arboricultural practices that comply with British Standard 3998 provide by the Contractor pursuant to the Quotation

Application of these conditions

These Conditions apply to and form part of the Contract between the Contractor and the Client. They supersede any previously issued terms and conditions of purchase or supply.

No terms or conditions endorsed on, delivered with, or contained in the Client ’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Contractor otherwise agrees in writing.

No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Contractor and the Client respectively.

Each Order by the Client to the Contractor shall be an offer to provide the Works subject to the Contract including these Conditions.

If the Contractor is unable to accept an Order, it shall notify the Client as soon as reasonably practicable.

The offer constituted by an Order shall remain in effect and be capable of being accepted by the Contractor for [14] Business Days from the date on which the Client submitted the Order, after which time it shall automatically lapse and be withdrawn.

The Contractor may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Works shall arise, until the earlier of:

the Contractor’s written acceptance of the Order; or

the Contractor performing the Works or notifying the Client that they are ready to be performed (as the case may be).

Rejection by the Contractor of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client .

The Contractor may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Works and are incapable of being accepted by the Client .

Marketing and other promotional material relating to the Works are illustrative only and do not form part of the Contract.

Quotations

All Quotations are valid for 30 calendar days only.

VAT will be charged at the current rate (at the date of the beginning of the Works).

All quotes are without obligation.

Variation to the Quotations as a result of;

Amendments to works required prior to arriving on-site; or Changes in site / ground conditions since the original visit; and

Additional works requested / required whilst on site

the Quotation will be revised accordingly, either electronically in advance or in a hand written on the day of work, with agreed amendments signed by the Contractor and the Client.

The work will commence on the agreed date, as specified in the quotation confirmation correspondence between the time of 10:00 and 17:00 unless otherwise stated.

A ‘Day’ and/or ‘Day Rate’ for the purposes of the contract are either between 10:00 and 17:00 or between 9:00 and 16:00. A day is limited to only that Day in which the Day began. If the full Day is not used and work continues on the following Day there shall be no accumulation of time.

For example:-

Example 1: Work commences at 9:00 and finishes at 15:00 this shall constitute a single day.

Example 2: Work commences at 9:00 and finishes at 16:00 and the next calendar day work commences at 9:00 and concludes at 12:00 this shall constitute two Days.

Unless expressly stated in the Quotation the works for which these terms apply will not include the cost of ensuring that there is no damage by way of turning and/or dents(this list being non-exhaustive) to the lawn/garden of the Property; in the event that you wish for us to ensure that dents/damage do not occur we are able to rig the descending parts of the tree to minimise damage at extra expense and/or board out the work area to minimums the risk of turning, please note that to do so will increase the time and cost of any works.

The Agreement

By accepting any quotations, either in writing or verbally, the Client enters into a contract with the Contractor to complete the agreed works and constitutes an Order.

The Contractor commits to completing all works to British Standard 3998 and to also leave all work sites clean and tidy although given the nature of the work some damage, in some circumstances, may be inevitable and unavoidable.

The Client accepts these terms and conditions by accepting a quotation and therefore commissioning works.

Unless expressly stated in the quotation all logwood/brash/chippings or other detritus generated as a consequence or as part of the works these terms relate to will belong to and be the property of the Contractor.

Price and Payment

The price for the Services shall be as set out in the Quotation (the Price) and are subject to clause 3.

The Contractor shall invoice the Client for the Services, partially or in full, at any time following acceptance of the Order.

The Customer shall pay all invoices:

in full without deduction or set-off, in cleared funds on or before the Completion of Works; and

to the bank account nominated by the Contractor or in cash to the Contractor.

Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

the Contractor may, without limiting its other rights, charge interest on such sums at [8]% a year above the base rate of Bank of England from time to time in force;

interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.Payment must be made by bank transfer or via Cash on completion (on the day). In the event that the Client wishes to pay by cheque, a cheque for the full amount of the agreed works must be provided on the first day and the Client gives the Contractor unconditional authority to lodge said cheque with a bank of their choice at any point prior to or following completion of the works.

The Customer may be liable for a surcharge for work conducted on weekends or a Public holiday. Surcharges are as follows:

Saturday working will be 50% of the value of the Order; and

Sundays/bank holidays will be 100% of the value of the Order (this does not need to be reflected on the quotation).

Performance

The Services shall be performed by the Supplier at the Location on the date[(s)] specified in the Order.

The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.

The Supplier may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Time of performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

The Supplier shall not be liable for any delay in or failure of performance caused by:

the Customer’s failure to make the Location available;

the Customer’s failure to prepare the Location as required for the performance of the Services;

the Customer’s failure to provide the Supplier with adequate instructions for performance or otherwise relating to the Services;

Force Majeure.

Cancellations and Alterations

In the event that an appointment must be cancelled, postponed or the specification of works changed, the Client must give 3 Calendar days’ notice or be subject to a charge of 25% of the value of the works to be completed (unless otherwise stated).

In the event that the Client cancels the Contract after the works have begun, the Client will be subject to a charge of 75% of the value of the works to be completed (unless more than 75% of the work has been completed, in the event of this the work will be bill proportionate to the Works completed).

Once the Client has confirmed that that they are satisfied with the works (per the quotation), the Contractor’s obligations end.

If the agreed works cannot be completed to due to an unforeseen event outside the control of the Contractor, the Client will agree to postpone or annul the Contractor.

The Contractor reserves the right to cancel or postpone any works due to adverse weather conditions that would be deemed hazardous.

If a quotation has been offered based on photo’s from the Client, the Contractor reserves the right to terminate the Contract if the photo is not representative of the tree or trees in question.

Liability

The Client is responsible for informing neighbors of proposed works to trees overhanging the Client’s boundary and is responsible for any claims resulting from such works.

The Client is responsible for ensuring that area 2 meters either side of the red line marked on the Work Plan if free from animal waste. In the event that such an area is not free from Animal Waste the Contractor at their sole discretion may charge a fee of £50.

The Contractor is not responsible for any damage to underground Works and cables, unless discussed during quotation and the Client has provided a scaled underground plan of such Works .

The Contractor requires that the work are is kept free from vehicles or other objects at all times and the clinet accepts all responsibility for the same.

In the event that damage to property occurs through negligence or substandard practices by the Contractor, the Contractor will accept responsibility.

The Contractor does not take responsibility for providing relevant parking permits for any controlled parking zones (unless expressly stated otherwise in the quotation), where a pay and display bay is not available within a suitable distance from work site. The Client is responsible for the cost of any parking fines where a parking permit is not provided and an alternative space is not available.

The Contractor is not responsible for any damage to property that may arise from working in adverse weather conditions.

The Client is responsible for informing the Contractor of any changes to the site from the time of quotation that may affect the planned processes. The Contractor reserves the right to amend or annul the contact as a result of site changes.

The Contractor has the right to subcontract all or part of the commissioned works but will still be subject to these terms and conditions.

The Client is responsible for providing copies of any permissions obtained by the Client relating to proposed works on restricted trees before the commencement of works.

The Client is responsible for making arrangements with their tenants regarding providing access for the Contractor. If a tenant or third party is not available to provide access as and when agreed, the Client may incur a charge of 50% of the value of the proposed works.

Where works are proposed to third party trees, i.e. ‘neighbours trees’, the Contractor will require written confirmation from the tree owner (the neighbours) that the works are agreed and where necessary , that access is permitted. If works only apply to overhanging branches that can be pruned from within the Client’s property then permission is not required but the neighbour should be advised where practicable.

If at the Client’s request or by agreed works roots are poisoned, the Contractor will have no liability in respect of any damage caused to property, animals or possessions arising from this practice.

Limitation of liability

The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

Subject to clauses 11.5 and 11.6, the Supplier’s total liability shall not exceed the sum of £500.

Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for consequential, indirect or special losses.

Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

loss of profit;

loss of revenue;

loss or corruption of data;

loss or corruption of software or systems;

loss or damage to equipment;

loss of use;

loss of production;

loss of contract;

loss of commercial opportunity;

loss of savings, discount or rebate (whether actual or anticipated);

harm to reputation or loss of goodwill; and/or

wasted expenditure.

The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation;

any other losses which cannot be excluded or limited by Applicable Law;

any losses caused by wilful misconduct.

Stump grinding

The Contractor is not responsible for any damage to underground series or cables unless discussed during quotation and recorded in writing.

All stumps will be removed to a depth of 200mm below the soil level immediately adjacent to the stump. Buttress roots will be included but not lateral roots extending away from the stump.

All debris, resulting from stump grinding, will be left on site in a clean and tidy manner.

Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 7 days, [the party not affected may terminate the Contract by written notice to the other party.

Termination

The Supplier may terminate the Contract [or any other contract which it has with the Customer] at any time by giving notice in writing to the Customer if:

the Customer commits a material breach of Contract and such breach is not remediable;

the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within [14] days of receiving written notice of such breach;

the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within [30] days after the Supplier has given notification that the payment is overdue; or

any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

has a resolution passed for its winding up;

has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [seven] days of that procedure being commenced;

has a freezing order made against it;

is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.13 in any jurisdiction;

takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.2.1 to 16.2.14 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

The Supplier may terminate the Contract any time by giving not less than [four] weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.

Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

Notices

Any notice or other communication given by a party under these Conditions shall:

be in writing and in English;

be signed by, or on behalf of, the party giving it (except for notices sent by email); and

be sent to the relevant party at the address set out in the Contract

Notices may be given, and are deemed received:

by hand: on receipt of a signature at the time of delivery;

by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

by email provided confirmation is sent by first class post: on receipt of a read receipt email from the correct address.

Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:

on the date specified in the notice as being the date of such change; or

if no date is so specified, [2] Business Days after the notice is deemed to be received.

All references to time are to the local time at the place of deemed receipt.

This clause does not apply to notices given in legal proceedings or arbitration.

Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

Entire agreement

The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it] in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

Nothing in these Conditions purports to limit or exclude any liability for fraud.

Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

Assignment

The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.

No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).