Definitions

1. In this Contract and these Conditions, the following expressions shall have the following meanings:

   “Building” means the modular building specified in the Commercial Schedule and the Specification and any other equipment, installations, and other tangible property which LCS Container Services has agreed to sell to the Customer in accordance with this Contract.

   “Commercial Schedule” means the schedule setting out the principal commercial terms of this Contract to which these Conditions are annexed.

   “Contract” means this contract between LCS Container Services and the Customer for the Installation and sale of the Building, comprising the Commercial Schedule, the Conditions, the Specification and any other documentation expressly stated in the Commercial Schedule to form part of this Contract but excluding any other terms and conditions.

   “Deposit” means the deposit specified in the Commercial Schedule payable on the date of this Contract or any other date agreed ion.

   “Delivery” means unloading the Building at the Site.

   “Delivery Charges” means the charges payable by the Customer to LCS Container Services in respect of the delivery of the Building, being those charges set out in the Commercial Schedule and the Specification and any other charges relating to delivery payable in accordance with the Conditions.

   “Delivery Date” means the estimated date for delivery specified in the Commercial Schedule-

   “Customer” means the company, firm, person, corporation or public authority which is purchasing the Building from LCS Container Services specified in the Commercial Schedule and includes their successors or personal representatives.

   “Installation” means installation of the Building at the Site.

   “Installation Charges” means the charges payable by the Customer to LCS Container Services in respect of the installation of the Building, being those charges set out in the Commercial Schedule and the Specification and any other charges relating to Installation payable in accordance with the Conditions.

   "LCS Container Services” means J.T. Leavesley (Alrewas) Limited (company number: 00931247) whose registered office is at Ryknield House, Alrewas, Burton On Trent, Staffordshire, DE13 7AB, operating through the LCS Container Services Division.

   “Site” means the site to which the Building is delivered (or to be delivered) on the Customer’s instructions, being the site specified in the Commercial Schedule.

   “Price” means the price specified in the Commercial Schedule.

   “Specification” means the specification of the Building (including drawings, plans, technical and commercial information) comprising Schedule 2 of this Contract.

Agreement for Sale

1. LCS Container Services will sell the Building to the Customer in accordance with this Contract.

2. The legal and beneficial ownership of the Building shall at all times remain exclusively with LCS Container Services and the Customer shall not acquire any rights of ownership therein until all monies due to LCS Container Services under this Contract are paid in full.

Price

1. The Customer agrees to pay the Price, Delivery Charges and any Installation Charges without deduction or set off in accordance with this Contract, which shall be paid by direct credit transfer to such bank account as LCS Container Services may nominate in writing to the Customer. Time of payment is of the essence.

2. If payment is not made when due LCS Container Services shall be entitled to charge interest on the overdue amount at four per cent above the prevailing base rate at HSBC Bank Plc calculated on a daily basis (‘the Default Rate’). The Customer shall also be liable to pay any charges incurred by LCS Container Services in the recovery of the overdue amount. These remedies shall be without prejudice to any other rights and remedies available to LCS Container Services.

Deposit

1. The Deposit specified in the Commercial Schedule is due for payment in cleared funds on the date of this Contract or, if specified, on the date set out in the Commercial Schedule, in full without deduction or set off. LCS Container Services shall not be liable to deliver or install the Building until the Deposit has been received from the Customer.

Specification

1. Signature of this Contract by the Customer constitutes complete approval of the Specification for all purposes of the Contract. It shall be the Customer’s responsibility to ensure that the Specification meets the Customer’s requirements in relation to the installation and purchase of the Building.

2. LCS Container Services reserves the right to make any changes in the Specification of the Building which are required to conform to any applicable statutory, legislative or other requirements relevant to the sale of the Building or, where the Building is supplied to the standard specification of LCS Container Services, which do not materially affect their quality or performance.

3. Specifications drawings data literature and statements as to dimensions suitability performance or otherwise issued by LCS Container Services in connection with the Building are offered in good faith but are intended to be approximate only and the Building is supplied subject to no conditions nor shall it carry any guarantee or warranty as to dimensions quality fitness performance or suitability.

Delivery and Installation of the Building

1. Any times for Delivery or Installation indicated in the Commercial Schedule or the Specification is an estimate only and is not guaranteed. The Customer hereby acknowledges that time of Delivery or Installation shall not be of the essence of this Contract. The Customer shall have no right to damages or to cancel this Contract for failure for any cause to meet any Delivery or Installation time stated. The Delivery Date shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals and delivery details from the Customer in writing, and to completion of the final Site survey to the satisfaction of LCS Container Services. Any (i) alterations by the Customer in relation to the Specification or (ii) failure by the Customer to comply with any obligations on its part to facilitate delivery of the Building may result in delay in Delivery and Installation and may result in additional Delivery Charges and Installation Charges.

2. The Customer shall unless otherwise stated in the Specification and at its own expense provide suitable foundations for the Building, such foundations to conform to the Specification or any subsequent notification or instruction provided by LCS Container Services to the Customer in relation to the requirements for foundations.

3. The Customer shall provide adequate and unrestricted access to the Site for delivery, unloading and installation of the Building. The Customer shall be liable to pay LCS Container Services such sums by way of additional delivery and installation charges as LCS Container Services certifies is due by virtue of inadequate and restricted access to the Site.

4. Prior to the estimated Delivery Date, LCS Container Services may undertake a Site survey to ensure that the Customer has complied with its obligations as regards foundations and any other preparations for Installation contained in the Specification or otherwise notified in writing to the Customer. If in the opinion of LCS Container Services the Site is not ready for Installation, LCS Container Services may notify the Customer to that effect and the parties shall co-operate in good faith thereafter with a view to rearranging Delivery or Installation upon such alternative date as may reasonably be achievable. In such circumstances, the Customer shall be liable to pay LCS Container Services such sums by way of additional delivery or installation charges as LCS Container Services certifies is due by virtue of any change to the original anticipated Delivery Date.

5. The Specification assumes that the Site is capable of accepting large vehicles and heavy mobile cranes, and any consequential loss or damage arising from use of the said vehicles and/or cranes will not be the responsibility of LCS Container Services. LCS Container Services cannot be held responsible for any underground structures, cables, drains etc. not clearly disclosed and or identified by the Customer and expressly referred to in the Specification. On all installations, the Customer will be deemed to be a party to the risk assessment document contained in the Specification or as subsequently amended or revised for the purpose of the Installation and be responsible for underwriting the assumptions produced by LCS Container Services. The Customer is therefore completely responsible for ensuring a complete safe access and egress and suitable ground conditions, to comply with all aspects of safe working practices, and all other obligations to comply fully with the risk assessment documents.

6. Unless expressly stated in the Specification, LCS Container Services is not responsible for providing “Trackway” or similar ancillary products (such as crane support pads) and or the making good of any existing external surface or paving damaged by the delivery vehicles or cranes, and also excludes any damages to services.

7. Any assumption made as regards craneage requirements contained in the Specification is always subject to a final site survey. Where any variation in the provision of craneage arises (whether as a result of weather conditions, safety considerations or any other factor) then any additional costs incurred by LCS Container Services, will be chargeable to the Customer by way of additional charges, which shall be payable within 30 days of receipt of LCS Container Services’ invoice therefor, in addition to the Deposit, Delivery Charges, Installation Charges and the balance of the Price.

8. Foundations, all forms of external paving, external plinths, access ramps, steps and fire escape facilities are excluded from the Installation Charges contained in the Specification unless expressly stated in the Specification to be included. LCS Container Services cannot be responsible for abnormal ground conditions, any additional foundation work required due to abnormal conditions or Building Inspector requirements will be chargeable to the Customer.

9. Unless expressly stated otherwise in the Specification, LCS Container Services is not liable for either the cost or responsibility for arranging utility connections to the Building (including without limitation any of gas, electricity, water, drainage, telephone lines or information technology systems and it shall be the Customer’s responsibility to ensure that all such utilities, connections and services are available for connection to the Building at its estimated or rearranged date for Installation. In this regard, the Customer shall also be responsible for ensuring that its commercial requirements as regards utilities (including, for example, gas or water pressure or the carriage capability of telephone or IT connections) are sufficient to meet its requirements. If so specified in the Specification, LCS Container Services may accept responsibility for internal connections within the Building of utilities and other connections.

10. The adequacy and existence of all external services are the Customer’s responsibility. In particular, water pressure is an unknown factor to LCS Container Services as is gas pressure and electric loadings; therefore any costs arising which are due to any third party LCS Container Services or provider are the responsibility of the Customer.

11. The Customer authorises LCS Container Services to accept the signature on delivery of the Building of any person reasonably holding themselves out to be the Customer’s representative whether such person be authorised or not.

12. LCS Container Services will endeavour to comply with reasonable requests by the Customer for postponement of Delivery or Installation but shall be under no obligation to do so. Where Delivery or Installation is postponed otherwise than due to default by LCS Container Services:

    1. the Customer shall be liable for any additional Delivery Charges and any Installation Charges arising by virtue of delay or postponement;

    2. the Delivery and where applicable the Installation shall be deemed complete on the Delivery Date and the Customer shall become liable for the Price, and any Delivery Charges and Installation Charges payable in accordance with these Conditions (notwithstanding the delay in Delivery and Installation);

    3. LCS Container Services shall be entitled to terminate this Contract upon giving the Customer five working days’ notice in writing of its intention to do so.

13. LCS Container Services shall accept no liability for any delay, cost or other liability arising as a result of any default on the part of either the Customer or any subcontractor engaged by the Customer for the purposes of Delivery and Installation).

Installation Charges

1. The Customer shall be liable to pay the Installation Charges specified in the Commercial Schedule by the due date specified in the Commercial Schedule and any other sum due by way of Installation Charge under these Conditions within 30 days of the date of LCS Container Services’ invoice therefor.

Warranty

1. In the case of new modular buildings on delivery and for a period of 12 months from the date of delivery, and in the case of modular buildings which have had prior use on delivery and for a period of 3 months from the date of delivery, (the “Warranty Period)”, the modular building shall:

   1. conform in all material respects the Specification; and

   2. be free from material defects in material and workmanship.

2. Subject to clause 8.3, if:

   1. the Customer gives notice in writing >8.2.1 during the Warranty Period and as soon as becoming aware that the Building does not comply with the warranty set out in clause 8.1; and

   2. LCS Container Services is given a reasonable opportunity of examining such defects and any access it requires.

   3. LCS Container Services shall at its discretion, either carry out the necessary adjustment, repair or replacement on Site or arrange for the removal of the Building of part or parts thereof to LCS Container Services’ works for adjustment, repair or replacement.

3. LCS Container Services shall not be liable for the Building's failure to comply with the warranty in clause 8.1 if:

   • the defect arises because the Customer failed to follow LCS Container Services' oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Building or (if there are none) good trade practice;

   • the defect arises as a result of LCS Container Services following any drawing, design, instruction or specification supplied by the Customer;

   • the Customer alters or repairs the Building without the written consent of LCS Container Services;

   • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions or subsidence as a result of ground conditions on the Customer’s site; or

   • the Building differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

   • The Customer fails to comply with clause 8.2.1 or 8.2.2.

4. Except as provided in this clause 8, LCS Container Services shall have no liability to the Customer in respect of the failure to comply with the warranty set out in clause 8.1.

5. The terms of these Conditions shall apply to any repaired or replacement parts supplied by LCS Container Services.

Planning Permission and Buildings Regulation Approval

1. The Customer has the overall responsibility for procuring planning permission and buildings regulations approval. If the Customer instructs LCS Container Services to proceed to delivery and Installation of the Building without all requisite planning permissions and building regulations approval having been obtained, then such delivery and Installation is entirely at the Customer’s risk and without liability on the part of LCS Container Services.

2. Where LCS Container Services acts as the Customer’s agent to procure planning permission or building regulations approval, the costs of the application are due and payable in advance to LCS Container Services.

Service Connections

1. If LCS Container Services has agreed within the Specification to assist with the application for new or increased services in respect of electricity, water, gas, mains drainage LPG or oil services, the responsibility for the timing of the Installation is beyond the control of LCS Container Services and LCS Container Services accepts no responsibility for any delays in relation to the application or connection of such services. Whilst LCS Container Services will provide reasonable cooperation to mitigate such a delay, LCS Container Services shall be entitled to invoice the Customer for any work undertaken in this regard by way of additional Installation Charges.

Insurance

1. Until title to the Building has passed to the Customer, the Customer shall:

   1. not remove, deface or obscure any identifying mark or packaging on or relating to the Building;

   2. maintain the Building in satisfactory condition and keep it insured against all risks for its full price on LCS Container Services’ behalf from the date of delivery;

   3. notify LCS Container Services immediately if it becomes subject to any of the events listed in clause 13.1.2 and clause 13.1.3 ;and

   4. give LCS Container Services such information relating to the Building as LCS Container Services may require from time to time.

Limitation of Liability

1. This clause sets out the entire liability of LCS Container Services (including any liability for the acts or omissions of its respective employees, agents and subcontractors) in respect of:

   • any breach of this Contract;

   • any use made or occupation of the Building by the Customer; and

   • any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.

2. Nothing in this Contract shall limit or exclude the liability of either party for:

   • death or personal injury resulting from negligence; or

   • fraud or fraudulent misrepresentation; or

   • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

   • breach of section 2 of the Consumer Protection Act 1987; or

   • the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.

3. Without prejudice to clause 12.2, LCS Container Services shall not be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

   • loss of profit; o

   • loss of goodwill; or

   • loss of business; or

   • loss of business opportunity; or

   • loss of anticipated saving; or

   • loss or corruption of data or information; or

   • special, indirect or consequential damage or loss suffered by the Customer that arises under or in connection with this Contract.

4. Without prejudice to clause 12.2 or clause 12.3, LCS Container Services’ total liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to an amount equal to the Price.

Termination

1. If the Customer:

   1. shall fail to pay (if specified) the Deposit, the Price or balance of the Price, any Delivery Charges or Installation Charges or other sums due and payable under this Contract in full by the due date; or

   2. being a Company

      • has a petition presented for its winding up

      • (b) passes a resolution for voluntary winding up (other than for the purposes of a bona fide amalgamation or reconstruction) or

      • enters into a voluntary arrangement with its creditors or

      • becomes subject to an administration order or

      • has a receiver appointed of all or any of its assets; or

   3. being an individual or firm:

      • becomes bankrupt or insolvent

      • enters into voluntary arrangements with his creditors; or

   4. commits a serious breach of this Contract (and in case of such breach being remediable) fails to remedy it within 7 days after receiving written notice to do so;

   5. then, in any such case, LCS Container Services shall be entitled to treat this Contract as being at an end and shall not be obliged to deliver the Container.

2. Without affecting any other right or remedy available to it, LCS Container Services may suspend the Delivery and Installation of the Building if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.3, or LCS Container Services reasonably believes that the Customer is about to become subject to any of them.

New and Used Buildings and Building Components

1. Unless expressly stated in the Specification (and priced accordingly), the Price, Installation Charges and any other sums payable under the Contract are provided on the basis that the Building and the components used in the Building itself, and in any fixtures, fittings or other products incorporated as part of the supply will or may have been subject to prior use. This enables LCS Container Services to provide the Building on a cost effective basis to the Customer. Where the Customer requires the Building and associated products to be supplied on an entirely new basis, it is the Customer’s responsibility to ensure that the Specification state this, which will be reflected in the price payable under the Contract by the Customer.

Identification Marks

1. LCS Container Services retains the right to affix a mark or plate on the Building identifying it as the property of LCS Container Services and the Customer shall not remove, deface or cover up the same until all monies due to LCS Container Services under this Contract have been paid.

Safety Instructions

1. The Customer must ensure that everyone who uses the Building is properly instructed on how to use it safely and correctly, and that they have all the instructions that have been supplied.

Government Regulations

1. The Customer is solely responsible for applying for, obtaining and complying with the obligations imposed by any Act of Parliament statutory instrument statutory regulations and all third party rights in relation to the Installation use of the Building including but without prejudice to the generality of the foregoing the Building Regulations Acts and all obligations and third party rights relating to the purposes for which the Building is used or to its condition, delivery, siting or removal. The Customer shall indemnify LCS Container Services in full for all costs damages or losses howsoever caused arising out of or connected with the failure by the Customer to comply with any such statutory requirements.

Waiver

1. Any failure by LCS Container Services to enforce any or all of these Conditions shall not amount to or be interpreted as a waiver of any of its rights.

Force Majeure

1. Force Majeure Event means any circumstance not within LCS Container Services’ reasonable control including, without limitation:

   • acts of God, flood, drought, earthquake or other natural disaster;

   • epidemic or pandemic;

   • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

   • nuclear, chemical or biological contamination or sonic boom;

   • any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];

   • collapse of buildings, fire, explosion or accident; [and]

   • any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

   • non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

   • interruption or failure of utility service.

2. If LCS Container Services is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event, LCS Container Services shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

3. LCS Container Services shall:

   • as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

   • use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

Copyright

1. The copyright in drawings data and literature relating to the Building and LCS Container Services’ goods and services shall remain the property of LCS Container Services and (where marked as or otherwise indicated to be confidential) such drawings data and literature and LCS Container Services manufacturing and operating techniques shall not be disclosed or used except necessarily for the purpose of application and use by the Customer of the Building.

Counterparts

• This Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.

• Transmission of an executed counterpart of this Contract (but for the avoidance of doubt not just a signature page) by:email (in PDF, JPEG or other agreed format),shall take effect as delivery of an executed counterpart of this Contract. If either method of delivery is adopted, without prejudice to the validity of the Contract thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

1. No counterpart shall be effective until each party has executed at least one counterpart.

Entire Agreement

1. The express terms of this Contract and these Conditions shall govern this Contract to the exclusion of any other terms and conditions purported to be specified or incorporated by the Customer. No variation to this Contract or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and LCS Container Services. The employees or agents of LCS Container Services are not authorised to make any representations concerning the Building unless expressly set out in this Contract. In entering into this Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not expressly set out in this Contract.

Interpretation and Law

1. These conditions shall be interpreted without reference to their headings. The Contract and these Conditions shall be governed by the construed in accordance with English Law. The Customer irrevocably submits to the exclusive jurisdiction of the English Courts.