1. Definitions

In these Terms and Conditions:-

(a) ‘the Company’ means EMDD Universal Diamond Drilling Limited of Churchfields House, 1 Lockwood Close, Top Valley, Nottingham. NG5 9JN (Company Registration No. 08861872)

(b) ‘Customer’ means the person, firm or Company contracting with the Company.

(c) ‘Quotation’ means any quotation or tender made by the company for work to be done for the Customer including any bill of quantities referred to in the Quotation.

(d) ‘the Work’ means the work specified in the Quotation.

(e) ‘the Terms’ means these Terms and Conditions of Business.

(f) ‘the Site’ means the site at which the Work is carried out.

(g) ‘the Contract’ means any contract concluded between the Company and the Customer subject to these Terms.

(h) ‘the Price’ means the price specified in the Quotation subject to variation in accordance with these Terms.

(i) ‘Minimum daily charge’ means the minimum amount to be charged per operative per day on site. Except where the context otherwise requires,words denoting the singular include the plural and vice versa, words denoting any gender include all genders, words denoting persons include firms and corporations and vice versa. Headings in these Terms are for ease of reference only and do not affect the construction of these Terms.

2. Quotations and extent of Contract

(a) No conditions or warranties other than herein specifically set forth shall be implied or deemed to be incorporated in or form part of the Terms. These Terms are the only Terms upon which the company will contract with the Customer. Any terms or conditions attached to the Customer’s order shall be of no effect unless repeated herein or specifically agreed in writing by the Company.

(b) Irrespective of whether the Terms are referred to or attached to the Quotation, all Quotations made after the first date that the Terms are brought to the Customer’s attention are subject to the Terms unless otherwise specified in writing by the Company.

(c) In entering into the Contract, the customer has not relied upon any representations, statement or warranty whether verbal or written made by or on behalf of the Company.

3. Commencement and Completion

(a) The Company requires not less than 5 working days prior written notice of the date upon which the work is to be carried out. If for any reason, the Customer requires the Work to be done on less than 5 working days prior notice, the Company shall have the right to either:

i) accept such shorter notice period or

ii) accept such shorter notice period subject to the Customer paying an additional charge in respect of any Work which is required to be done out of normal weekday working hours or

iii) decline to accept the notice and require that the said 5 working days prior written notice be given.

(b) Upon completion of the Work, the Company’s representative shall tender to a representative of the Customer, a form for signature confirming that the Work has been carried out in full to the satisfaction of the Customer. The Customer’s representative must draw any discrepancy to the attention of the Company’s representative at this time and failure to do so, or if the Customer shall have no representative on Site to sign this form, the Company representatives signature shall be conclusive evidence of the completion of the Work to a satisfactory standard.

4. Condition of the Site

(a) The Customer must ensure at the time at which the work is to be carried out that, (unless otherwise specified in the Quotation) the Site complies with the following requirements at no cost to the Company;-

i) scaffolding or staging capable of giving firm and stable support for the Company’s personnel and equipment is in place in compliance with all statutory or regulatory requirements and to the reasonable satisfaction of the Company, and

ii) the ground is excavated to a depth of 300mm below the lowest edge of any hole to be drilled or opening to be sawn and the excavation to be 2m from the face of the wall 500mm beyond each side of the proposed hole, and

iii) access to and from the Site to the holes to be drilled or line of cut to be sawn is freely available for the Company’s personnel and equipment, and

iv) wherever required by the Company, handling/hoist assistance is available at the Site, and

v) the area immediately adjacent to and below each hole to be drilled or sawn is adequately protected and is sufficiently supported to bear the weight and impact of any materials freed by the Work, and

vi) a half inch supply of clean fresh water at normal mains pressure is available to within 15 metres of the point of drilling/sawing, and

vii) a supply of electric equal to 110/240 volts single phase 30 amp rating is adjacent to the point of drilling/sawing, and

viii) to delineate the correct exclusion zone around the area of work in accordance with current Noise at Work Regulations, and

ix) the Site and all persons and equipment being employed on it comply with all statutory and regulatory requirements relating to the health and safety of persons gaining access to the Site.

(b) If, for any reason, when the Company attends on site to carry out the Work these requirements have not been complied with, the Company at its option may:-

i) elect to carry out the Work but charging for any costs it incurs in preparing the Site to these requirements, or

ii) elect to remain on Site whilst the Customer takes necessary steps to render the Site available to the Company in accordance with the above requirements, the Company charging for such waiting time at the rate specified in the Quotation (or if none, its then current rate) for waiting time, or

iii) elect to leave the site and return at some time in the future notified to the Company in accordance with these Terms when the Site is in accordance with these requirements, in which event the Company may charge for its wasted time in accordance with the rate quoted in the Quotation (or if none, its then current rate) for waiting time.

(c) Where the Company has submitted a Quotation prior to a Site inspection, the Company reserves the right to withdraw from any Quotation or other responsibility if, in the Company’s sole opinion, access to or the condition of the Site is unsuitable or unsafe for the Work to be carried out.

5. The Work

(a) The Work is as specified in the Quotation. The Company will not be responsible for the removal or disposal of any materials freed or dislodged in the course of the Work, nor for the breaking up or further cutting of any such materials, unless specified in the Quotation. If requested by the Customer, the Company may elect to undertake such additional Work at its then prevailing rates.

(b) The Customer must clearly mark the exact location of the hole or holes to be drilled, or line or lines to be sawn with a waterproof crayon, permanent marker, paint or similar before the company can commence the Work. In no circumstances will the Company accept responsibility for the selection of or the marking of the location of the holes to be drilled or lines to be sawn.

(c) It is the strict responsibility of the Client, Designer or Principal Contractor to ensure that the marked position of the work avoids any buried or concealed services or structures.

(d) The Company does not accept any responsibility whatsoever for damage resulting from the work to subsurface or concealed utilities, cables, structures or the like that should have been properly identified under 5(c).

6. Prices

(a) Prices and Quotations are subject to acceptance by the Customer within 90 days of the Quotation and to the Works being commenced within 6 months of acceptance. If the Quotation is accepted after the 90 day period or the Work is commenced more than 6 months from acceptance, then the Price may be increased by the Company to coincide with its rates prevailing at the time at which the Quotation is accepted or the Work actually commenced, whichever the case may be.

(b) Unless specified in the Quotation, Prices are based on the Work being carried out in one visit by the Company’s personnel in normal week-day working hours (statutory holidays excepted). If the Customer

requires Work to be done in more than one visit to the Site and/or outside of such hours, the Company may increase the Price to a level commensurate with the number of visits and hours worked and the overtime rates applicable to such hours if appropriate.

(c) Prices are calculated on the basis that the provisions in these Terms relating to the Site and Work are strictly complied with by the Customer in full and to the extent of any non compliance, The Company may elect to charge standing time at the rate specified in the Quotation (or if none the then current rate for standing time) for any period of time lost by such non compliance and/or any additional fee for such additional Work or Services to be provided by the Company.

(d) Prices are calculated by reference to the exact length and depth of the hole or holes to be drilled or line or lines to be sawn and variation in such length or depth shall entitle the Company to increase the Price pro rata to the increase. In calculating the depth of any hole to be drilled, the measurement shall be taken at which point the first part of the drill enters the structure to be drilled to the point at which the last part of the drill leaves the structure to be drilled.

(e) Prices are calculated on the basis that reinforcement bars within the area to be cut do not exceed 16mm in diameter. Cutting reinforcement of a larger diameter will result in an extra charge of £0.50 per millimetre of diameter of each bar.

7. Payment

(a) The Company shall have the right to render invoices at any time after the Work has been completed or if the work takes longer than one month, then it shall render invoices each month until the Work has been completed.

(b) Each invoice rendered shall be due for payment on its respective date. The final date for payment shall be 17 days thereafter.

(c) If payment is not made by the final date for payment and there is no notice to pay and/or notice to pay less then the amount applied for in the invoice referred to at (a) above shall be the amount due under these terms and conditions.

(d) Further, if payment is not made by the Final Date for Payment then the Company shall be entitled to charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

(e) The Company does not accept any conditional payment terms with respect to any third party whether with respect to insolvency or otherwise.

8. Delay

In the event of:

(a) the Company being delayed in or prevented from commencing or completing the Works owing to an Act of God, force majeure, war, civil disturbance, requisitioning, government or parliamentary import or export regulations, strike, lock-out, trade dispute, difficulty in obtaining workmen or materials, breakdown of machinery, shortage of fuel, fire, accident or any cause whatsoever beyond the Company’s control the Company shall be at liberty to cancel or suspend the Contract without incurring any liability for any loss or damage resulting therefrom.

(b) where the Customer has served notice on the company of a date upon which the Work is to be carried out the Company will make every effort to comply with such but cannot guarantee that the Work can be carried out on the date so notified and the Company accepts no liability for any delay in carrying out the Work and no such delay shall entitle the Customer to repudiate the Contract or any part thereof or to claim any damages or compensation in respect of the said delay .

(c) the Customer changing the work from that specified in the quotation thus exposing our workman (men) to additional vibration then the Company reserves the right to:

i) reassess the Work and if necessary change the method.

ii) charge the Customer any standing time and/or additional costs incurred.

9. Storage

(a) Where for any reason the Company is required to leave equipment or materials at the site for any period of time, the Customer must guarantee that adequate secure storage is available on the Site for such equipment or materials.

(b) In addition, when such equipment is left unattended outside of working hours the Customer must provide a lockfast secure area to include a continuous secure perimeter barrier with lockable areas for entry or exit to the site.

10. Warranty

(a) It is understood that the Company’s sole obligation under the Contract is to drill the hole or holes or saw the line or lines where marked in accordance with these Terms by the Customer and subject to Clause 11

below the Company’s only warranty is that all precautions are taken to ensure the quality of workmanship involved in carrying out the Work. In no circumstances will the Company accept responsibility for any defects or damages whatsoever arising out of situations outside the control of the Company.

(b) In particular, the Company does not accept liability for any of the following:-

i) The Customer’s accuracy in marking the position of the hole or holes to be drilled or line or lines to be sawn in the position it requires.

ii) The Customer’s failure to ensure that the drilling or sawing will not cause damage to any conduits, pipes, cables, drains or other services concealed or otherwise.

iii) The Customer’s failure to comply with the requirements governing the condition of the Site for as long as the Work is being carried out.

iv) The stability, quality, suitability or otherwise of the structure to be drilled or sawn.

(c) The Customer shall indemnify and keep the Company indemnified from and against any and all loss, damage, liability, costs and expenses whether directly or indirectly occurred or suffered by the Company or its representatives while on Site and which arise out of or in connection with any act or omission of the Customer or its representatives under the Terms.

11. Restrictions on the Company’s Liability

(a) All express or implied warranties, conditions, representations, undertakings or liabilities, whatsoever imposed regarding damage or loss are hereby expressly excluded insofar that such matters are within the bounds or reasonableness and in the light of their Terms.

(b) The Company accepts no responsibility for any damage whatsoever, loss of profits, costs, charges, expenses or other liability, whether of the Customer or of any other party, arising but within the bounds of reasonableness.

12. Waiver

The waiver by either party of the breach of default of any provisions of any Contract by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any

delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

13. Whole Agreement

These Terms embody and set forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements or understandings or arrangements relating to the subject matter of the Contract. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in these Terms.

14. Notices etc.

It is agreed between the parties that:-

(a) All communications between the parties shall be by hand or sent (by email, first class pre-paid post or facsimile transmission) to the address of the parties set out on the Order or such other address as either party shall notify in writing to the other for such purpose from time to time.

(b) Any communication given by post which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted. Any notice or other information sent by e-mail, facsimile transmission shall be deemed to have been duly sent on the day of transmission.

15. Legal Construction

These Terms shall in all respect be construed in accordance with and be governed by English law.

16. Adjudication

The parties are free to refer any dispute or difference to Adjudication pursuant to the Scheme for Construction Contracts of the HGCRA 1996 and the nominating body shall be the Chartered Institute of Arbitrators.

Terms and Conditions EMDD Universal Diamond Drilling Limited ©2019