Terms & Conditions
1.1 For the purpose of this contract:
“The Company” refers to Playground Imagineering Limited.
“The Goods” pertains to the products and/or services supplied or sold by the Company to the Customer under this agreement.
“The Customer” designates the individual to whom this Quotation is directed.
“Formal Order” encompasses a Purchase Order, Purchase Order Number, or written confirmation from an authorized person.
“The Quotation” denotes the enclosed document titled the same and any accompanying materials explicitly referenced in the Quotation.
“The Price” signifies the amount specified on the Quotation as the payment due from the Customer to the Company, adjusted as per the terms of the contract.
“This Contract” signifies the agreement between the customer and the company, encompassing these terms and conditions and the Quotation.
“The Installation Date” indicates the date communicated to the Customer by the Company for the initiation of Goods installation. In cases where the customer is notified that installation will commence in a specified week, the Installation Date, for Clause 8 purposes, shall be considered as the first working day of that week.
1.2 These terms and conditions, along with the Quotation, govern the Contract, superseding any other terms and conditions sought to be imposed by either party or implied by trade, custom, practice, or course of dealing. No additional terms or conditions shall be considered effective without the prior written agreement of both parties.
1.3 The Quotation serves as an offer from the Company to the Customer and is deemed accepted when the Company receives a Formal Order. At this point, the Contract comes into existence.
1.4 The Company engages in an ongoing product development program and retains the right to make minor alterations to designs and specifications without notice. Significant changes in design or specification of the Goods will be communicated to the Customer before installation. The Customer has the option to substitute alternative products of the same Price as the Goods, which have materially changed since the Contract’s inception.
2.1 The Price for the provision of Goods is specified in the Quotation. In the absence of a quoted price, the full brochure price applicable on the installation date will be applicable.
2.2 Any additional charges outlined in clause 5 are the responsibility of the Customer and are payable in addition to the Price. Payment is to be made in accordance with the terms outlined in this clause 2.
2.3 The Price of the Goods and any associated charges do not include Value Added Tax, which the Customer is obligated to pay in addition to the Price at the prevailing rate during the relevant tax point.
2.4 The Quotation remains valid and available for acceptance for a period of three months from the Quotation date, unless expressly withdrawn in writing.
2.5 The Customer agrees to remit the full brochure price for any extra work requested during installation. While the Company reserves the right to decline such additional work unless it is covered by a separate written contract, if undertaken during installation without a separate contract, the work and any provided Goods will be subject to these terms and conditions, forming an integral part of the Contract.
3. Ownership of the Goods and Risk
3.1 The risk associated with the Goods transfers to the Customer upon the completion of delivery.
3.2 Title to the Goods remains with the Company until full payment (in cash or cleared funds) is received for:
3.2.1 the Goods; and 3.2.2 any other goods or services supplied by the Company to the Customer.
3.3 Until the title to the Goods is transferred to the Customer, the Customer agrees to:
3.3.1 hold the Goods on a fiduciary basis as the Company’s bailee; 3.3.2 store the Goods separately, ensuring they are easily identifiable as the Company’s property; 3.3.3 refrain from removing, defacing, or obscuring any identifying marks or packaging on or related to the Goods; 3.3.4 maintain the Goods in satisfactory condition and insure them against all risks for their full price from the date of delivery; 3.3.5 provide the Company with necessary information related to the Goods as requested; 3.3.6 promptly notify the Company if the Customer faces challenges in paying the Price for the Goods, encounters financial difficulties, proposes a compromise or arrangement with creditors, initiates winding up proceedings, appoints an administrator or receiver, or undergoes any event analogous to those listed in this clause 3.3.6. However, the Customer retains the right to resell or use the Goods in the ordinary course of its business.
3.4 In the event that, before the title to the Goods passes to the Customer, the Customer experiences any of the events listed in clause 3.3.6, or if the Company reasonably anticipates such an event and notifies the Customer accordingly, the Company may, provided the Goods have not been resold or irrevocably incorporated into another product, require the Customer to deliver up the Goods. If the Customer fails to do so promptly, the Company reserves the right to enter any premises where the Goods are stored, whether owned by the Customer or a third party, to recover them, without limiting any other rights or remedies.
3.5 In situations where the Customer, upon inspection, finds that the Goods do not meet their needs after taking delivery, the Company may, at its discretion, offer to restock the Goods under the following conditions:
A restocking charge of 15% of the Price will be applied.
The Goods must be undamaged.
The Customer is responsible for appropriately packaging the Goods.
The Customer bears the cost of delivering the Goods back to the Company’s warehouse.
4. Delivery – Supply Only Contract
4.1 The Company undertakes the delivery of Goods to the address specified in the Quotation or as communicated by the Customer in writing for order delivery. Accuracy in providing this address is crucial. The Goods will require a signature upon delivery, and charges will be incurred for re-deliveries in cases where the Customer is not present during the attempted delivery. Once the Goods are delivered in accordance with the Customer’s delivery instructions, the Company disclaims any liability for loss or damage (unless caused by the Company’s negligence).
The Company strives to deliver the Goods by the specified delivery date, as quoted. However, delivery times are approximations and not guaranteed. The timeliness of delivery is not a critical factor. If circumstances beyond the Company’s reasonable control cause a delay in delivery, the delivery date will be extended by a reasonable period. In such cases, the Company will promptly communicate with the Customer to arrange an alternative delivery time.
5.1 In instances where the Company is tasked with manufacturing or supplying goods based on the Customer’s specifications:
5.1.1 The Customer is accountable for the accuracy and appropriateness of the provided specification. The Company shall not be held liable for any non-compliance with relevant statutory, regulatory, or industry standards for those Goods, and it is not responsible for ensuring the suitability of the Goods for their intended purpose.
5.1.2 The Customer shall indemnify the Company against all liabilities, costs, expenses, damages, and losses (including direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, legal, and other professional costs and expenses) incurred by the Company in connection with any claim related to the actual or alleged infringement of a third party’s intellectual property rights arising from or connected to the Company’s use of the Customer’s specification. This indemnification clause (5.1.2) shall remain in effect even after the termination of the Contract.
5.2 If no design plan is provided by the Company as part of the Quotation, it is the Customer’s responsibility to guide the Company’s installers regarding the positioning and layout of the installed Goods.
5.3 The Customer is required to provide general attendance without charge, encompassing reasonable access to the installation site during normal working hours, provision of clean water supplies, power, security, space for vehicles, and storage of plant and materials, along with the provision of welfare facilities. In the event that access to these services is restricted, the costs of alternative facilities will be reimbursable to the Company by the Customer.
The Company is allowed to carry out installation works in a proper sequential manner. If the Customer causes delays, a wasted day charge of £195 per man per day will be reimbursable to the Company. If a delay affects only part of the Contract, the Company may, at its discretion, continue with the unaffected part, and the charges in this Clause 5.5 shall apply to the man-days relating to the delayed part.
The maintenance of the goods is the responsibility of the customer. The Company will provide maintenance schedules for goods supplied and can offer maintenance services if required.
In cases where excavation work is included in the Quotation, the Price assumes normal subsoil conditions, with no concealed obstructions hindering installation. If unforeseen obstructions are discovered, the Company reserves the right to charge for any additional necessary works, with agreement from the customer.
The Company is not liable for damage to underground services during excavation works if the Customer has not informed the Company of their locations.
While the Company endeavors to minimize disruption, disturbance, or damage to surrounding land during access and installation, it shall not be held liable for such to the extent reasonably consistent with the installation of the Goods.
6.1 Unless specified otherwise in the Contract, the Price for the Goods is to be settled no later than 30 days from the issuance date of the relevant invoice. The specified time for payment is considered an essential element of the Contract. Failure to make the payment by the due date empowers the Company to impose interest at the prevailing rate as per the Late Payment of Commercial Debts (Interest) Act 1998 as of the due date. Additionally, the Company may charge the Customer for costs and expenses incurred in the process of recovering late payments.
6.2 The Customer is obligated to clear all amounts due under the Contract in full, without any deduction or withholding, except as mandated by law. The Customer is not entitled to assert any credit, set-off, or counterclaim against the Company to justify withholding payment of any such amount, either in whole or in part. The Company, without limiting its other rights or remedies, reserves the right to offset any amount owed to it by the Customer against any amount payable by the Company to the Customer.
7. Warranty & Defects
7.1 The Company assures that, starting from the date of delivery and extending for a period of 12 months (“Warranty Period”), the Goods, along with their respective component parts where applicable, substantially adhere to their description (subject to Clause 1.4) and are devoid of any substantial defects in design, workmanship, construction, or materials. Any supplementary warranties outlined in the specification document pertain solely to manufacturer warranties.
7.2 The Company guarantees that the services carried out under this Contract will be executed with reasonable skill and care, meeting the quality standards and practices generally accepted in the industry.
7.3 Unless otherwise specified in Clause 7.4, if, during the Warranty Period, the Customer provides written notice within a reasonable timeframe of discovering that some or all of the Goods do not meet the warranty criteria outlined in Clause 7.1, and the Customer furnishes images of the defects, the Company shall, at its discretion, either repair or replace the defective Goods or refund the full price of the defective Goods, provided the Company is granted a reasonable opportunity to inspect the Goods.
7.4 The Company shall not be held accountable for any failure of the Goods to comply with the warranty in Clause 7.1 if:
7.4.1 The Customer continues to use such Goods after issuing a notice in accordance with Clause 7.3;
7.4.2 The defect arises due to the Customer’s failure to adhere to oral or written instructions regarding the storage, installation, commissioning, use, or maintenance of the Goods or, if absent, fails to follow good trade practice;
7.4.3 The defect arises as a result of the Company following any drawing, design, or Goods Specification supplied by the Customer;
7.4.4 The Customer alters or repairs such Goods without obtaining the written consent of the Company;
7.4.5 The defect arises due to fair wear and tear, willful damage, vandalism, negligence, or abnormal working conditions;
7.4.6 The Goods deviate from their description due to changes made to ensure compliance with applicable statutory or regulatory standards;
7.4.7 The Company has not been given the opportunity to rectify defects, imperfections, shrinkages, settlement, or other faults;
7.4.8 The Customer fails to comply with the payment obligations outlined in Clause 6.
7.5 Except as stipulated in this Clause 7, the Company assumes no liability to the Customer concerning the failure of the Goods to conform to the warranty specified in Clause 7.1.
8. Right to Cancel & Postpone
8.1 Unless otherwise specified in Clause 8.2, the Customer has the option to cancel this Contract by providing written notice no later than 5 days after signing the Order Acknowledgment. In such cases, no payment will be due from the Customer. If the Customer requests cancellation between 5 and 30 days after signing the Order Acknowledgment, the Company may recover costs from the Customer amounting to 25% of the Price. For cancellations requested 30 days or more after the Order Acknowledgment is signed, the Company may recover costs amounting to 40% of the Price. These charges are non-negotiable and are solely at the discretion of the Company. Cancellation notices must be given in writing, with a copy sent via email to [email protected].
8.2 Notwithstanding Clause 8.1, if the Customer cancels the Contract 14 days or less before the Installation Date, whether by written notice or otherwise, the Customer shall be liable to pay 90% of the Price. The Customer acknowledges that this amount reasonably reflects the costs and financial commitments incurred by the Company as the order approaches delivery and installation.
8.3 The Customer may give notice in writing or otherwise to postpone the Contract in whole or in part. However, if such notice of postponement is received 14 days or less before the Installation Date, the Company may recover costs from the Customer amounting to 10% of the Price or 10% of that part of the Price relating to the postponed part of the Contract. If the Customer requests a subsequent cancellation, the cancellation date for the postponed part or the entire Contract will be the date when the Company received the written notice of postponement. The provisions of the remainder of Clause 8 will apply, and the 10% of the Price already paid will be deducted from any amount owed pursuant to the remainder of Clause 8. If the Contract was postponed in part only and is subsequently cancelled as a whole, the provisions of Clauses 8.1 and 8.2 shall apply to the part of the Contract not subject to postponement.
If the Company receives advance notification from the Customer of circumstances preventing installation from starting, it may, at its discretion, deem the Contract to have been postponed. Notice of postponement must be given in writing, with a copy sent via email to [email protected].
8.4 If the Company and the Customer agree that part or all of the Price is due on a date before the Installation Date, and the Customer fails to pay the full amount on the agreed date, the Company may consider the failure or delay in payment a postponement of the whole or part of the Contract in accordance with Clause 8.3. The Customer shall pay the amounts set out in Clause 8.3.
8.5 If the Contract has been postponed or deemed to be postponed as per Clause 8, the Company shall notify the Customer of a revised Installation Date at the Company’s convenience, provided that all sums due and owing under these terms and conditions have been received by the Company.
8.6 If the Contract has been postponed for 6 months or more, and the Customer does not agree to a revised Installation Date, the Company reserves the right to terminate the Contract without liability to the Customer. The Customer shall pay the applicable cancellation charges as set out in Clauses 8.1 and 8.2.
8.7 The Customer acknowledges that the charges outlined in this Clause 8 are not a penalty but reasonably reflect the costs, financial commitments, and resource commitments incurred by the Company as the order approaches delivery and installation. These charges are considered a genuine pre-estimate of loss.
9.1 If a court or any other competent authority determines that any provision of the Contract (or part thereof) is invalid, illegal, or unenforceable, such provision or part-provision shall be considered deleted to the extent necessary. The validity and enforceability of the remaining provisions of the Contract shall remain unaffected.
10.1. The Company’s total aggregate liability arising for any reason under or in connection with this Contract, subject to Clause 10.5, shall not exceed the Price.
10.2. The Company shall not, subject to Clause 10.5, be liable under any circumstances, whether in contract, tort (including negligence or breach of statutory duty), or otherwise, for the loss (whether direct or indirect) of profits, loss of business or anticipated savings, or for any indirect or consequential loss or damage arising out of or in connection with the Contract.
10.4. The Customer is responsible for all claims, liabilities, damages, costs, and expenses incurred by the Company as a result of the Customer’s breach or default in discharging the Customer’s obligations.
10.5. Nothing in this Agreement shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents, or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987.
10.6. Except as explicitly set out in these terms and conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.7. This Clause 10 shall endure beyond the termination of the Contract.
11. Governing Law and Jurisdiction
11.1. The laws of England and Wales shall govern the Contract, and the parties mutually agree to submit to the exclusive jurisdiction of the courts of England and Wales.
12. Third Party Rights
12.1. This Agreement is not intended to, and shall not, confer any rights upon a third party.
13. Reading and Contract
13.1. To safeguard your own interests, kindly read the conditions attentively before consenting to them.
13.2. If you are dissatisfied with any aspect of our service, please reach out to the Customer Services Director. All complaints will be handled with empathy, and the Company will collaborate with you to achieve a satisfactory resolution.
14. Updates to the Agreement
14.1. The Company reserves the right to make minor changes to this Agreement periodically. Any significant changes will only be implemented with the Customer’s consent.
15. Data Protection Consent
15.1. The Customer agrees to the computer storage and processing of personal data by the Company in relation to this Contract. The Customer also consents to the transmission of this data within the Company and its business partners for the Company’s legitimate interests, including statistical analysis, marketing of our services, and credit control. In the event of a breach of this Contract by the Customer, personal data may be disclosed or shared with third parties to the extent required for recovery procedures.
16. Entire Agreement
16.1. The Contract constitutes the entire agreement between the parties and supersedes all prior agreements related to its subject matter.
16.2. Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of, any verbal statement or agreement made by either party (whether made negligently or innocently) or any other statement, promise, undertaking, condition, or warranty not expressly contained in the Contract. This exclusion does not apply to statements made by the Customer in the Pre-Commencement Questionnaire, upon which the Company has relied.
16.3. Any advice or guidance regarding planning permission and building regulations is provided as guidance only and should not be considered factual. The Customer is responsible for determining whether planning or building regulations applications are required.
16.4. Nothing in this condition shall limit or exclude any liability for fraud.