Padel Forward Standard Terms & Conditions.
1.0 Interpretation
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
Words imparting the singular shall include the plural and vice-versa.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to legislation or a legislative provision is a reference to it as amended or reenacted and includes all subordinate legislation made under that legislation or legislative provision from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the interpretation of the words preceding those terms.
A reference to writing or written includes email. In this Contract:
“Padel Home” means Padel Home Ltd, a company registered in England & Wales with company number 08282384 and with its registered office address at 13 London Street, Chertsey, Surrey, England, KT16 8AP.
“Padel Home Materials” means any materials such as frame, glass, netting, turf, lighting (if applicable) related to the installation of padel courts, ground works or canopies, including any devices, tools or other physical items owned, operated or controlled by Padel Home to provide the Services (whether directly or indirectly).
“Accepted Quotation” means the scope, description, and Charges for the Services and/or Goods set out in writing including any supporting schedules attached thereto which Padel Home has offered to provide the Customer, and the Customer has agreed to purchase subject to the Conditions.
“Charges” means the price and charges for the Services and/or Goods payable by the Customer to Padel Home, as notified to the Customer in the quotation or from time to time including any reasonable charges for early cancellation.
“Conditions” means these terms and conditions for the supply by Padel Forward of the Services and/or Goods to the Customer in accordance with the specifications and regulations applicable to the court type and location.
“Contract” means a contract governing the provision of the Services and/or Goods by Padel Forward to the Customer comprising, in order of precedence, these Conditions, the relevant Accepted Quotation, the information captured under the Registration Process (if applicable), and the relevant Order Form (if any).
“Customer” means the person, entity or firm who purchases the Services and/or Goods from Padel Home referred to in the quotation.
“Customer Representative” means the person(s) acting on behalf of the Customer who is named on the Order Form (if any), or the person(s) acting on behalf of the Customer who is named in the Registration Process where applicable. Padel Home may accept instructions from another person acting on behalf of the Customer who Padel Home reasonably believes is acting with the Customer’s authority or knowledge.
“Goods” means any materials which are supplied by Padel Home to the Customer pursuant to the Contract, as described in the Accepted Quotation.
“Standard Courts” are fixed to the ground by attaching the tempered glass modules to the concrete fixed ground beams.
“Portable Courts” are weighted to the ground surface by base plates, metallic boxes and a portable non fixed ring structure which the tempered glass modules are attached to.
“Group Company” means, in respect of an entity, any subsidiary or holding company of such entity or any subsidiary of any such holding company, all as defined by Section 1159 of the Companies Act 2006.
“Minimum Period of Service” means the minimum duration for the Services or any component of the Services, that shall mean no less than 12 months commencing on the maintenance Services Start Date, unless defined otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to Padel Home to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
“Order Form” means an order form for Services and/or Goods, filled out with all the necessary information provided by the Customer to Padel Home.
“Registration Process” means the registration process determined by Padel Home and completed on behalf of the Customer in relation to the provision of any part of the Services and/or Goods, as may be required by Padel Home.
“Services” means the design, build, procurement, installation, project management, consultancy, resourcing, support and maintenance and/or other service(s) provided by Padel Home to the Customer under the Contract, as described in the Accepted Quotation..
“Site” means the place(s) at which Padel Home agrees to provide the Services and/or to deliver the Goods, as the context requires. If the Customer is undertaking the groundworks, the Customer is responsible for ensuring that the installation site is properly prepared, including access to utilities (electricity for lighting, etc.), leveling of the ground, and removal of any obstacles.
“Site Administrator” means a person named by the Customer as the point of contact with Padel Home for matters relating to the provision of any part of the Services and/or Goods.
“Working Day” means Monday to Friday, excluding bank and public holidays in England.
2.0 Commencement of this Contract
1. Contract begins on the earlier of:
1.the date on which Padel Home receives written acceptance of its quotation from the Customer, at which point such quotation becomes an Accepted Quotation pursuant to these Conditions; or
2.the Services Start Date.
2. Subject to any terms and conditions in the Accepted Quotation, and/or captured under the Registration Process, these Conditions apply to the Contract to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. All of these Conditions shall apply to the supply of the whole or any part of both the Goods and/or Services, except where application to one or the other is specified.
4. The Services commence on the Maintenance Services Start Date and will be for the Minimum Period of Service unless stated otherwise in the Accepted Quotation. The Minimum Period of Service shall auto renew on each anniversary of the Services Start Date for a further period of no less than 12 months unless the Customer gives prior notice in writing in accordance with the Contract to Padel Home to terminate the Service(s) no less than 90 calendar days before the commencement of the next auto renewal.
3.0 Provision of the Services and/or Goods
1. Padel Home will provide the Services and/or the Goods to the Customer on the terms of this Contract.
2. The provision of the Services and/or Goods is at all times subject to the availability of appropriate facilities and Padel Home does not guarantee to provide the Services and/or
Goods on each occasion that the Customer requests it (unless agreed otherwise by Padel Home in writing). Padel Home will try to provide the Services and/or Goods by any date agreed with the Customer, but all dates are estimates only (unless agreed otherwise by Padel Home in writing). Time is not of the essence unless agreed otherwise by Padel Home in the Accepted Quotation.
3. Padel Home will provide the Services and/or Goods with the reasonable skill and care of a competent Padel court provider. All maintenance and support contracts are limited to four on-site callouts per twelve-month contract term. Padel Home cannot guarantee fault free Services and/or Goods, and from time-to-time faults may occur. If the Customer reports a valid fault in the Services and/or Goods relating to defects that are not attributable to the Customer or any User or third party, Padel Home will, at its choice, make arrangements for the repair of the fault or provide a replacement potentially at the customers cost, as it considers appropriate and subject always to these Conditions. If the Customer reports a fault that is found to be a non-related to the installation or product defect, Padel Home have the right to charge for the site visit at its standard callout rates.
4. VAT and other taxes or levies which are imposed or charged by any competent authority will be specified on the Accepted Quotation. The Customer shall pay any VAT and other taxes or levies in addition to any Charges.
5. Any quotation provided by Padel Home is valid for a period of 30 days unless otherwise specified on the quotation and unless expressly withdrawn by Padel Home at an earlier time.
6. If Padel Home agrees to work outside the hours specified in the Contract, or if the Customer reports a fault and Padel Home finds there is none or that the Customer or any User or other third party has caused the fault, Padel Home may apply a charge for its time in providing such additional Services. This charge will be calculated in accordance with the Contract or if not detailed in the Contract based on Padel Home’s reasonable costs incurred in connection with the provision of such additional Services and prevailing charges in force at the time such additional Services are provided
7. Occasionally Padel Home may:
a.for operational reasons, change the product codes or the numbers used by Padel Home for the provision of any part of the Services, or the way Padel Home provides the Services and/or Goods or the technical specification of the Services and/or Goods, provided that any change to the way Padel Home provides the Services and/or Goods or makes any changes to the technical specification does not materially affect the performance of the Services and/or the Goods;
b.give the Customer instructions which it believes are necessary for reasons of health, safety, security or the quality and performance of the Services and/or Goods and the Customer shall comply with such instructions; or
c.temporarily suspend the Services and/or delivery of Goods because of an emergency or for operational reasons, maintenance or improvements. Services and/or delivery of Goods will be restored as soon as reasonably possible.
Before doing any of these things in Clause 3.7 Padel Home will aim to give the Customer reasonable prior notice, where possible.
8. Where Padel Home provides support and maintenance services as part of the Services, the Accepted Quotation shall include details of the Services Start Date and the Minimum Period of Service, and particulars relating to the scope and place of the contracted service levels and availability, spares holding, and processes for the resolution of incidents.
9. Padel Home will be entitled to charge the Customer for any out- of-pocket expenses incurred by any person acting on its behalf in connection with the Services and/or Goods, including travel, subsistence, accommodation and/or associated expenses in respect of requests for site attendance by the Customer unless otherwise agreed in an Accepted Quotation.
10. The parties expressly acknowledge and agree that the Contract is on a non-exclusive basis. The Customer is free to procure similar Services and/or Goods from other suppliers and Padel Forward is entitled to offer and provide its Services and/or Goods to other customers.
4.0 Access and Site Regulations
1. There may be times that the Customer requires Padel Home to access the Site for the provision of the Services and/or supply of Goods and/or additional support purposes under the Contract. The Customer agrees to prepare the Site according to any reasonable instructions Padel Home may give. The Customer agrees to provide Padel Home timely access to appropriate Customer personnel, including the Customer Representative, Site Administrator and Users, and will arrange for Padel Home personnel to have suitable and safe access to the Customer’s relevant facilities and equipment. To enable Padel Home to carry out its obligations, the Customer will provide Padel Home employees and anyone acting on Padel Home’s behalf, with assistance as reasonably requested including access to the Site, relevant facilities and equipment. The Customer agrees to provide suitable parking (if available) and associated resources for Padel Home personnel working on the Site including all necessary support resources. Padel Home employees, and anyone acting on behalf of Padel Home, shall remain under the supervision of the Customer whilst on the Site.
2. Padel Home employees and anyone acting on Padel Home’s behalf will observe the Customer’s reasonable Site regulations as previously advised in writing to Padel Home by the Customer. In the event of any conflict between the Site regulations and these Conditions, these Conditions will prevail.
3. Where Padel Home provides support and maintenance services, resourcing or other applicable services as part of the Services, key personnel are not required to be specifically named and may be substituted at the discretion of Padel Home although Padel Home will aim to notify the Customer in advance of changes to any key personnel involved in the delivery of the Services.
4. The Customer shall keep Padel Home informed of its site, security and other applicable policies and provide reasonable assistance in ensuring compliance.
5.0 Security
1. The Customer is responsible for the security of its own premises, the Site, Customer Equipment and any machinery.
2. Padel Home does not guarantee the security of the Services against unauthorised or unlawful access or use.
6.0 Use of the Services and/or Goods
1. The Customer shall indemnify Padel Home and keep Padel Home indemnified against all liabilities, costs, expenses, damages and other amounts suffered and/or incurred by Padel Home and/or any person acting on behalf of Padel Home arising out of or in connection with any claims or legal proceedings which are brought or threatened against Padel Home and/or any person acting on its behalf in connection with (i) the Customer’s breach or negligent performance or non-performance of the Contract; (ii) any claim by a third party arising out of or in connection with the provision of the Services and/or Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Customer, its employees, agents or subcontractors and/or any User; and/or (iii) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Customer, its employees, agents or subcontractors. Padel Home will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings and shall consider the Customer’s reasonable representations.
2. The Customer agrees to respond promptly and in any case within five Working Days, to any of Padel Home’s requests for the Customer to provide directions, information, approvals, authorisations or decisions that are reasonably necessary for Padel Home to perform the Services and/or deliver the Goods. To the maximum extent legally permitted, Padel Home shall not be liable, or in breach of the Contract, for any delay or failure in performing any of its obligations under the Contract as a result of the Customer’s failure to respond or provide the relevant information to Padel Home.
3. The Customer agrees to ensure that its personnel who work on Padel Home Equipment are adequately qualified and receive suitable training both to ensure the safety of the Customer’s personnel and to safeguard equipment and property.
4. In connection with support and maintenance services forming part of the Services, the following additional provisions shall apply unless agreed otherwise in the quotation:
a.where a repair is not economically viable or is unrepairable as a direct result of obsolescence or unavailability of parts, or if the manufacturer’s warranty has expired, Padel Home may deem the equipment and/or materials to be Beyond Economic Repair (BER). If BER applies, Padel Home shall submit a quotation for a suitable replacement to the Customer for its approval and acceptance.
b.If because of an uncontrolled power down or power up, any equipment and/or materials within the scope of the support and maintenance services is identified as being faulty, Padel Home reserves the right to charge for engineer visits and subsequent repairs and/or replacements required to fix the fault.
c.The Customer agrees to maintain a minimum level of spares holding as specified in the Accepted Quotation until such time as it may become unviable to hold such spares due to the age of the product.
7.0 Supply of Goods
1. The description of the Goods is set out in Padel Home’s brochure(s) and/or proposal(s) and confirmed in the Accepted Quotation. Details of the Goods in Padel Home’s brochure(s) and/or proposal(s) or any samples or drawings issued by Padel Home are subject to alteration without notice and do not constitute contractual offers to sell the Goods which are capable of acceptance. In accepting the Accepted Quotation, the Customer acknowledges that it does not rely on any other representations regarding the Goods save for those made in writing by Padel Home in the Accepted Quotation. No descriptions of the Goods set out in Padel Home’s brochure(s) and/or proposal(s) shall be binding on Padel Forward and are intended as a guide only.
2. Padel Home reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
3. If the cost of any Goods to Padel Home which are the subject of the Accepted Quotation increase due to any factor beyond Padel Home’s reasonable control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, Padel Home reserves the right to increase the Charges prior to delivery. Any increase in the Charges shall only take place upon Padel Home informing the Customer of the increase in writing. Padel Home reserves the right to cancel or terminate the Contract immediately prior to delivery if the Customer does not accept the cost increase.
4. The Customer may be entitled to discounts subject to and in accordance with any details set out in the Accepted Quotation. Padel Home shall not be under any obligation to offer the Customer any discount. All discounts where applicable shall be at the discretion of Padel Home.
5. The Charges shall be exclusive of all costs and charges of tax, packaging, insurance, transportation and delivery and such additional charges payable by the Customer to Padel Home will be specified on the Accepted Quotation.
6. Padel Home shall arrange for the delivery of the Goods on as near as reasonably possible to the delivery date detailed in the Accepted Quotation to the Site or to another site as agreed in writing between Padel Home and the Customer. Time is not of the essence unless stated otherwise in the Accepted Quotation.
7. Subject to the specific terms of any special delivery service, delivery of the Goods may take place at any time of the Working Day and must be accepted at any time of the Working Day. Delivery of the Goods shall be complete upon the Goods being unloaded at the relevant premises.
8. If the Customer fails to take delivery of the Goods Padel Home may, at its discretion and without prejudice to any other rights:
a.store or arrange for the storage of the Goods and shall charge the Customer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and /or
b.make arrangements for the redelivery of the Goods and shall charge the Customer for the costs of such redelivery.
9. The Customer shall be under a duty to inspect the Goods on delivery.
10. If the Customer identifies any damage or shortages it must inform Padel Home by email within 3 hours of delivery, providing details and photographic evidence of the alleged damage or shortage. Padel Home shall to the maximum extent legally permitted be under no liability if the Customer fails to provide such notice..
11. Subject to the Customer’s compliance with this Section 7 and Padel Home’s agreement with any alleged damage or shortages, Padel Home shall make good any and all damage and shortages within a reasonable time.
12. To the maximum extent legally permitted, Padel Home shall be under no liability for and shall not indemnify the Customer against any matters arising from damage or shortages.
13. Goods may not be returned without the prior written agreement of Padel Home.
14. Padel Home shall only accept returned Goods if it is satisfied that those Goods are defective due to nothing attributable to the Customer or any User or third party, and that such defects would be apparent on inspection.
15. Padel Home shall have the option of either replacing defective Goods within 30 days of receipt of them or shall refund to the Customer the Charges for those Goods which it accepts are defective due to nothing attributable to the Customer or any User or third party.
16. Padel Home shall not be liable for defects arising out of normal wear and tear, the Customer’s failure to follow any instructions given by Padel Home, misuse or alteration of the goods, negligence, wilful damage or any other act of the Customer, its employees, agents or any other third party.
17. Risk of damage to or loss of the Goods shall pass to the Customer when the Goods are delivered to the Customer.
18. Legal and beneficial title in the Goods shall not pass to the Customer until Padel Home has received, in cash or cleared funds, payment in full of the applicable Charges and other amounts due in connection with the Goods under the Contract.
19. Padel Home reserves the right to repossess any Goods in which Padel Home retains legal and beneficial title if full payment is not received. In the event of such repossession the Customer shall deliver the Goods in which legal and beneficial title has not passed to Padel Home at its own cost.
20. The Customer’s right to possession of the Goods in which Padel Home retains legal and beneficial title shall terminate if:
a.the Customer commits a material breach of its obligations under the Contract;
b.the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
c.the Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
d.the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
21. Subject to the Conditions, all warranties, conditions, or other terms implied by statute or common law (save for those implied by the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
22. The Customer is responsible for maintaining the manufacturer’s warranty and support and maintenance agreements as appropriate for the use of the Services and/or Goods.
8.0 Confidentiality
1. Except to the extent any disclosure is required by law, the parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees, any Group Company, any Group Company employees and professional advisers who need the information in order for the parties to fulfil its obligations under the Contract, or in the case of Customer, only to its employees or professional advisers to the extent that they are required to use or access the Services and/or Goods or in the case of Padel Home also to its assignees, transferees, subcontractors and suppliers and the employees and professional advisers of its assignees, transferees, subcontractors and suppliers, as required in connection with the Contract).
2. Information Padel Home holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Padel Forward sharing such information with third party companies including other communication companies.
9.0 Charges and Deposits
1. Charges for the Services and/or Goods will be as specified in the Accepted Quotation.
2. Subject to Clause 9.3 below, and unless otherwise stated in the Accepted Quotation, payment will be due from the order Start Date. Padel Forward may require deposits to be paid in advance in the quotation before the Services and/or Good are supplied.
3. Charges for Goods shall be invoiced:
a.On receipt of an Accepted Quotation, or, where agreed otherwise in writing by Padel Home;
i.on or at any time after delivery of the Goods; or
ii. where the Customer wrongfully fails to take delivery of the Goods.
4. Payment of Charges for Services and/or Goods and/or any other amounts payable by the Customer to Padel Home under the Contract must be made by the Customer on receipt of the related invoice notwithstanding that delivery may not have taken place and/or that the title in the Goods (where applicable) has not passed to the Customer.
5. The Customer must pay all Charges for the Services and/or Goods whether the Services and/or Goods are used by the Customer or someone else and other amounts payable by the Customer to Padel Home under the Contract within 7 days of the date of the invoice issued by Padel Home or as otherwise agreed in writing by Padel Home. Time is of the essence for payment by the Customer of Padel Home’s invoices. For the avoidance of doubt, all pro -forma invoices will need to be settled before the sales order process can commence.
6. Padel Home will send its invoices to the address notified by the Customer.
7. Unless otherwise stated in the Accepted Quotation the Customer agrees to pay where applicable:
a.in advance for support and maintenance and other recurring charges.
8. All Charges will be invoiced and paid in pounds sterling (GBP) unless otherwise agreed in writing by Padel Home. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of Value Added Tax or any other applicable in country sales or use tax or like charge in a country where the Services and/or Goods are provided, which is payable by the Customer in addition to the Charges and added to Padel Home’s invoices as appropriate.
9. As part of its credit management procedures, Padel Home may, at any time:
a.require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices by the means requested by Padel Home; and/or
b.carry out a credit vet of the Customer. The Customer agrees to provide Padel Home with any information Padel Home may reasonably require for this.
10. The Customer must pay all Charges and other amounts payable by the Customer to Padel Home under the Contract in full on the due date.
11. If the Customer disputes any charge on an invoice the Customer will notify Padel Home in writing within 7 days of the date of the invoice with all relevant information. Where the disputed amount is:-
a.less than 5% of the total invoice, the Customer will pay the full amount of the invoice; or
b.more than 5% of the total invoice, the Customer must pay the amount not in dispute. Also, if requested by Padel Home, the Customer will place funds equivalent to the disputed amount into an account with a reputable bank as reasonably specified by Padel Home, established jointly by the Customer and Padel Home, accruing interest at a variable rate equal to that which the selected bank certifies it would normally pay a commercial customer depositing the amount credited to such an account (escrow account).
12. Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately by the Customer to Padel Home.
13. If Padel Home does not receive payment by the due date, Padel Home may charge the Customer:
a.any late payment charge as referred to in the Accepted Quotation; and/or
b.daily interest on late payments at a per annum rate equal to 8% above the base lending rate of the Bank of England, compounded daily, for the period beginning on the date on which payment is due and ending on the date on which payment is made.
14. If the Customer does not pay an invoice, Padel Home may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Padel Home instructs an agency, the Customer must pay Padel Home an additional sum. This will not exceed the reasonable costs Padel Home has to pay to the agency, who will add the sum to the Customer’s outstanding debt on Padel Home’s behalf.
15. If any sum owed by the Customer to Padel Home under the Contract or any contract with Padel Home is not paid by the due date, Padel Home may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Padel Home.
16. Padel Home may check the Customer’s details with a fraud prevention agency. If the Customer provides information that Padel Home reasonably believes to be false or incorrect and Padel Home suspects fraud, Padel Home may record this information with a fraud prevention agency. Padel Home and other organisations may use and search this information.
17. Padel Home reserves the right to immediately suspend the Services where amounts owing to Padel Home from the Customer under this Contract, or any other contract Padel Home has with the Customer, are overdue for payment with all other rights and remedies preserved.
18. Padel Home is not obliged to accept an order from the Customer if the Customer does not supply references which are requested by, and satisfactory to, Padel Homed. If at any time Padel Home is not satisfied as to the creditworthiness of the Customer, it may give written notice to the Customer that no further credit will be allowed to the Customer in which case Padel Home will have no obligation to provide any further Services and/or Goods to the Customer unless, if required by Padel Home, the Customer provides payment in advance of suitable deposit determined by Padel Home.
19. All amounts due by the Customer under the Contract shall be paid in full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law).
20. Padel Home reserves the right to increase the Charges under any Contract annually to reflect increases in the cost of the Services and/or Goods indicated by the percentage increase in the Producer Price Index during the previous year. Padel Home shall give the Customer not less than 90 days’ prior written notice of the proposed changes. Padel Home reserves the right to cancel or terminate the Contract if the Customer does not accept reasonable increases in the Charges proposed by Padel Home.
10.0 Limitation of Liability