Effective Date: 09/02/2026 Version: 1.0
1 Parties, Interpretation & Definitions
1.1 Company / Buyer: M.H.J. Limited (including its subsidiaries Land & Water Services Ltd, Land & Water Plant Ltd, Land & Water Group Limited, Land & Water Remediation Ltd, Earth Change Limited and Geomac Limited) of Numeric House, 98 Station Road, Sidcup, Kent, DA15 7BY, or the group entity named on the Purchase Order (“Order”).
1.2 Supplier: The person, firm or company supplying Materials, Goods, Services and/or Hire Equipment/Plant under an Order.
1.3 Materials/Goods: Products, commodities, components and consumables (including timber), and associated services (e.g., testing, delivery).
1.4 Plant / Hire Equipment: Non-road mobile machinery, lifting equipment, power generation/compression, temporary works plant, attachments and accessories, hired with or without operator.
1.5 Policies: H&S Policy, Sustainability/Environmental Policy, Quality Plan, Modern Slavery Policy, and Site rules notified from time to time.
1.6 Law: All applicable legislation, regulations, statutory guidance with legal effect, codes of practice, permits and consents in England & Wales and any local authority/port authority/site-specific requirements. 1.7 Working Day: Monday to Friday, excluding public holidays, unless stated otherwise in the Order.
2. Application, Formation & Order of Precedence
2.1 These Conditions apply to all Orders and override Supplier terms unless expressly accepted in writing by an authorised Company signatory.
2.2 A binding contract forms on the earlier of Supplier’s written acceptance or commencement of supply.
2.3 Precedence: (a) the Order (including any Special Conditions), (b) these Conditions, (c) referenced specifications/drawings.
3. Compliance with Law & Standards
3.1 The Supplier shall comply with all applicable Law, including without limitation: HSWA 1974, CDM 2015, COSHH, PUWER 1998, LOLER 1998, RIDDOR 2013, Bribery Act 2010, Modern Slavery Act 2015, DPA 2018 / UK GDPR, Environmental Protection Act 1990, UK REACH, and any permits/consents or byelaws applicable to the Site or marine works.
3.2 London NRMM LEZ (where applicable): the Supplier must ensure in-scope machinery (37–560 kW) meets Stage IV minimum across Greater London from 1 Jan 2025 and Stage V for generators, support online registration, and manage exemptions where justified.
4. Warranties (Materials, Plant & Services)
4.1 The Supplier warrants that all deliverables: (a) conform to the Order/specification, (b) are of satisfactory quality and fit for any stated purpose, (c) are new (unless agreed otherwise) and free from liens/encumbrances, (d) comply with Law and relevant UK/BS/EN standards, and (e) are safely packaged, labelled and transported.
4.2 Warranty Period: 12 months from delivery/acceptance (Materials) or completion (Services), or any longer period offered by OEM/industry standard or specified in the Order.
5. Price, Invoicing & Payment
5.1 Prices are fixed and inclusive of packing, carriage, insurance and delivery to Site unless stated otherwise. No extras without written agreement.
5.2 Invoices must quote the Order number and provide a clear breakdown (e.g., hire dates/rates, itemised materials). Electronic submission in the format we specify.
5.3 Payment Term: 30 days from the end of the month a valid invoice is received (or longer depending on other Payment Terms made through Framework Agreements and the like) and acceptance of deliverables.
5.4 Set-off: The Company may set off sums due to it from the Supplier against sums payable to the Supplier under any Order.
6. Delivery, Title & Risk (Materials)
6.1 Delivery is to the Site/address and date/time on the Order; time is of the essence. The Company may reject late/partial deliveries.
6.2 Risk passes on delivery and acceptance; title passes on the earlier of payment or delivery unless the Order states otherwise.
6.3 The Company may inspect/test before or after delivery and reject non-conforming goods at supplier cost.
7. Quality, Testing & Traceability
7.1 Operate a proportionate QMS and keep full traceability (batches/CoC, mill certs, LOLER/PUWER/NRMM evidence). Provide certificates and records on request and allow audits and factory/site inspections on reasonable notice.
8. Health, Safety & CDM
8.1 Comply with HSWA 1974 and applicable regs (including CDM 2015, PUWER, LOLER, COSHH, Noise/Vibration). Submit suitable/sufficient RAMS,lift plans and competency evidence before starting works; ensure PPE and induction compliance. Report all incidents/near misses immediately.
8.2 Plant safety features (proximity warning, slew/anti-crush where appropriate) and safe fuels/chemicals management are required.
9. Sustainability, Environment & Resource Use
9.1 Duty of Care (Waste): Prevent unauthorised deposit/treatment, ensure transfers only to authorised carriers/facilities, and supply accurate descriptions/records (transfer or consignment notes).
9.2 Timber: Supply legal and sustainable timber with valid chain-of-custody FSC®, PEFC or Grown in Britain documentation unless the Company agrees otherwise in writing (Category A under Government Timber Procurement Policy).
9.3 UK REACH: Where applicable, comply with UK REACH duties (registration/classification/communication) and provide SDS/handling info.
9.4 Packaging EPR: Provide packaging composition and recyclability data we reasonably request to meet UK pEPR data/reporting duties.
9.5 NRMM (London): See clause 3.2; provide engine stage/serial data to support registration and enforcement checks; seek exemptions only where justified by the GLA policy.
10. Modern Slavery & Human Rights
10.1 Maintain policies, training, risk assessment and grievance channels aligned to the Modern Slavery Act 2015 and Home Office Transparency in Supply Chains statutory guidance; conduct proportionate due diligence beyond Tier-1 and promptly notify any incident/suspicion and remediation actions. Cooperate with audits.
11. Anti-Bribery & Corruption
11.1 Comply with the Bribery Act 2010 and maintain adequate procedures (proportionality, top-level commitment, risk assessment, due diligence, communication/training, monitoring/review); no facilitation payments or improper advantages; promptly report concerns.
12. AML, Sanctions & Prevention of Tax Evasion
12.1 Where within the regulated sector, maintain risk-based controls under the Money Laundering Regulations; where suspicious activity arises, follow the NCA SARs best-practice portal process and DAML/DATF procedures.
12.2 Comply with UK financial sanctions and the UK Sanctions List consolidation (28 Jan 2026); screen counterparties where risk-appropriate.
12.3 Maintain “reasonable procedures” to prevent facilitation of tax evasion under the Criminal Finances Act 2017 and promptly notify relevant investigations.
13. Data Protection & Confidentiality
13.1 Comply with UK GDPR/DPA 2018; where the Supplier processes personal data for the Company, enter into a data processing agreement, act only on documented instructions, and implement appropriate security measures.
13.2 Treat Company information as confidential; use it only for the Order; return/destroy on request; survive termination.
14. Delivery/Performance Failure – Remedies
14.1 For any late, non-conforming or defective supply, the Company may: reject all/part, require repair/replace/re-perform at Supplier cost, procure substitutes and recover extra costs, suspend or cancel the Order (in whole or part), and/or claim damages.
14.2 Warranty remedies do not limit other rights.
15. Indemnity & Insurance
15.1 Supplier indemnifies the Company for losses from breach, statutory non-compliance, IP infringement, H&S/environmental incidents, and third-party claims arising from Supplier acts/omissions. 15.2 Minimum insurance: Employers’ Liability £10m; Public/Products Liability £10m; Professional Indemnity provision of Adequate cover if design/advice is provided; Hired-In Plant/Contractors’ All Risks where applicable (to full replacement value). Provide certificates on request.
16. Intellectual Property
16.1 Buyer-provided IP remains Buyer property; project-specific deliverables created by Supplier vest in the Buyer upon creation (or are licensed perpetually, royalty-free, if vesting is not feasible).
17. Plant / Hire Equipment (with or without operator)
17.1 Standards & certification: Plant shall be safe, fit for purpose and compliant with Law; provide current LOLER thorough examination reports and PUWER inspection/maintenance records; provide emissions stage evidence where required (London NRMM).
17.2 Delivery, off-hire & charges: Agree delivery/collection windows in advance. Off-hire is effective when the Company issues an off-hire notice and the Plant is available for safe collection. Charges cease once Off-hire notice issued to Supplier or as agreed in the Order.
17.3 Operated hire: Supplier is responsible for operator competence (CPCS/NPORS), supervision, medical fitness and working hours compliance. Operators remain Supplier employees; the Company may give site instructions but does not assume employer liabilities.
17.4 Breakdown & replacement: Prompt repair or like-for-like replacement at Supplier cost; hire charges suspended for breakdown not due to misuse.
17.5 Fuel & consumables: Transparent fuel/consumable charging at cost with evidence; support lower-emission options where possible (e.g., Stage V, HVO where OEM-approved, hybrid/battery). Manage fuel storage and transfer lawfully.
17.6 Security & damage: The Company shall take reasonable care of Plant; Supplier insures owned plant; the Company insures hired-in plant where the Order so states. Fair wear and tear excepted.
17.7 CPA interface: If the parties expressly agree that CPA Model Conditions (2021) apply to a specific hire, these Company Conditions prevail on compliance, sustainability, modern slavery, AML/sanctions and audit rights.
18. Force Majeure
18.1 Neither party is liable for delay/failure due to events beyond reasonable control (excluding strikes solely of the Supplier’s workforce). The affected party shall notify promptly and mitigate. If the event continues for >60 days, the Company may terminate all/part without liability.
19. Suspension & Termination
19.1 The Company may suspend for H&S or compliance concerns without liability.
19.2 Immediate termination (and recovery of losses) for material breach, persistent minor breaches, insolvency, sanctions designation, or violations of clauses 8–12 (H&S, sustainability, modern slavery, bribery, AML/sanctions, tax evasion).
19.3 Termination for convenience upon written notice: Supplier to mitigate; pay only for conforming deliverables up to termination (no loss of profit).
20. Liability
20.1 No exclusions. Nothing in the Contract excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of confidentiality or data protection obligations; (d) infringement of third-party intellectual property rights; or (e) any other liability which cannot lawfully be excluded or limited.
20.2 Supplier’s liability – uncapped. The Supplier’s liability to the Company is unlimited in respect of all losses, costs, liabilities, damages, claims, fines, penalties, expenses and demands (including reasonable professional fees) arising out of or in connection with:
• (a) breach of the Contract (including defects and non-conformities in Materials, Goods, Plant or Services);
• (b) breach of Law or the Policies (including HSWA/CDM/PUWER/LOLER, RIDDOR, environmental legislation and duty of care for waste);
• (c) modern slavery, human trafficking, bribery, corruption, money-laundering, sanctions breaches or facilitation of tax evasion;
• (d) environmental damage, pollution or contamination (including marine incidents);
• (e) loss of or damage to property (including third-party property) and third-party claims; and
• (f) recovery by the Company of costs reasonably and properly incurred to make good, repair or replace non-conforming or defective deliverables, to procure substitute performance, and to mitigate loss.
20.3 Company liability – limited and fault-based. The Company shall be liable to the Supplier only for losses which are (a) the direct and reasonably foreseeable result of the Company’s breach of the Contract or negligence; and (b) not otherwise recoverable under the Company’s insurances. The Company shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of production or loss of business, however arising.
20.4 No cap applies to Supplier. Any monetary liability cap in the Order or elsewhere does not apply to the Supplier unless the Company expressly agrees a specific cap for a specific Order in writing signed by an authorised signatory of the Company. Any such agreed cap shall not apply to the matters listed in clause 20.1 or 20.2.
20.5 Exclusion of indirect loss. Subject to clause 20.1, neither party shall be liable to the other for indirect or consequential loss, or for loss of profit, loss of revenue, loss of production or loss of business, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise; provided that this clause 20.5 does not limit the Company’s right to recover from the Supplier any of the direct costs set out in clause 20.2(f) or any third-party claim paid or payable by the Company.
20.6 Mitigation. Each party shall take reasonable steps to mitigate losses subject to a claim under the Contract.
21. Assignment, Subcontracting, Third-Party Rights, Notices, Governing Law & Disputes
21.1 Assignment and Novation The Supplier shall not assign, transfer, novate, charge or otherwise deal with any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of the Company. The Company may assign or novate the Contract (including to any Company group entity) at any time by written notice to the Supplier.
21.2 Subcontracting The Supplier shall not subcontract any part of the Contract without the Company’s prior written consent. The Supplier remains fully liable for the acts, omissions, defaults and performance of any approved subcontractor as if they were its own.
21.3 Third-Party Rights Except as set out in this clause, no person who is not a party to the Contract has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The Company’s parent undertakings, subsidiaries and sister companies (as defined in the Companies Act 2006) may enforce and rely on the benefit of any obligation of the Supplier under the Contract, including obligations relating to warranties, compliance, indemnities and liability. The consent of any third party is not required to amend or terminate the Contract.
21.4 Notices Any notice or other communication given under or in connection with the Contract shall be in writing and delivered by: a) hand, deemed received at the time of delivery; b) first-class post (or international equivalent), deemed received two (2) Working Days after posting; or c) email, deemed received at the time of transmission if sent between 09:00–17:00 UK time on a Working Day, or otherwise at 09:00 on the next Working Day. Notices shall be sent to the postal or email addresses stated in the Order or otherwise notified in writing.
21.5 Governing Law and Jurisdiction The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Subject to Clause 21.6, the courts of England and Wales have exclusive jurisdiction.
21.6 Construction Act Adjudication
21.6 Statutory right. Where this Contract is a “construction contract” for the purposes of the Housing Grants, Construction and Regeneration Act 1996 (as amended), either party has the statutory right to refer any dispute to adjudication at any time in accordance with section 108.
21.6.1 Contractual adjudication procedure. If this Contract contains an adjudication procedure, it is intended to comply with section 108. To the extent any part of that procedure does not so comply, the relevant provisions of the Scheme for Construction Contracts (England and Wales) Regulations (as amended) are implied and take effect in place of the non-compliant terms.
21.6.2 Timetable and effect. Unless the parties otherwise agree, the adjudicator shall reach a decision within 28 days of the referral (subject to any statutory extensions), and the decision shall be binding unless and until finally determined by litigation or (if agreed) arbitration.
21.6.3 No waiver of early resolution. Nothing in this clause detracts from the parties’ commitment to early and amicable resolution under Clause 21.12 (Conflict Avoidance Pledge & Early Resolution).
21.7 Entire Agreement The Contract (including the Order, these Conditions and any agreed Schedules) constitutes the entire agreement between the parties and supersedes all prior statements, negotiations or representations relating to its subject matter.
21.8 Severability If any provision of the Contract is found to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be deemed amended to the minimum extent necessary to render it enforceable.
21.9 Waiver No failure or delay by the Company in exercising any right or remedy shall constitute a waiver. A waiver is only effective if in writing and signed by an authorised representative of the Company.
21.10 Relationship of the Parties Nothing in the Contract creates a partnership, joint venture, employment or agency relationship between the parties. Each party acts as an independent contractor.
21.11 Conflict Avoidance Pledge & Early Resolution The Company is a signatory to the Conflict Avoidance Pledge and is committed to promoting a collaborative, fair and proactive approach to avoiding disputes. The parties shall work together in good faith to identify, raise and resolve issues at the earliest opportunity and to adopt proportionate conflict-avoidance measures, including informal discussions, senior-level engagement, and early problem-solving techniques, before commencing any formal proceedings. Nothing in this clause prevents either party from exercising its statutory right to adjudication under clause 21.6 or seeking urgent injunctive relief.