Axio Capital UK Ltd t/as GO MODULAR
Terms & Conditions of Business.

1. Definitions
In this Contract and these Conditions, the following expressions shall have the following meanings:
“Go Modular” means Axio Capital UK Ltd. (Company No. 07054750)
“Building” means the modular building specified in the Contract and the Specification and any other equipment, installations, and other tangible property that Axio Capital UK Ltd (“Go Modular”) has agreed to sell to the Customer in accordance with this Contract.
“Schedule” means the schedule set-out in the Contract.
“Contract” means the Contract between Go Modular and the Customer for the manufacture, installation and maintenance (under Warranty) of the Building, incorporating these Terms & Conditions.
“Deposit” means the deposit specified in the Contract payable on the date of the Contract or any other date agreed.
“Delivery” means the estimated unloading of the Building at the Site.
“Delivery Date” means the estimated date for delivery specified in the Contract
“Customer” means the company, firm, person, corporation or public authority that is purchasing the Building from Go Modular specified in the Contract or supplying services to Go Modular and includes their successors or personal representatives.
“Installation” means installation of the Building at the Site
“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 Contract.
“Price” means the price stated in the Contract.
“Specification” means the specification of the Building (including drawings, plans, technical, commercial information and internal and external finishes to the Building. The quotation provided by Go Modular, Customer’s Planning Permission and Building Regulations Consents, Customers Drawings, Go Modular Technical Drawings and any other documentation agreed as comprising part of the Specification.

2. Agreement for Sale
i. Go Modular will manufacture the Building for the Customer in accordance with the Contract and subject to these Terms & Conditions.
ii. The legal and beneficial ownership of the Building will remain exclusively with Go Modular and the Customer shall not acquire any rights of ownership to the Building until all monies due to Go Modular under the Contract are paid in full.

3. Price
i. The Customer agrees to pay the Price and any other charges and costs without deduction or set off in accordance with this Contract, payment to be made by direct credit transfer to such bank account as Go Modular may nominate in writing to the Customer. Time is of the essence for all payments.
ii. If payment is not made when due Go Modular shall be entitled to charge interest on the overdue amount at 8% above the prevailing base rate at NatWest Bank Plc calculated on a daily basis. The Customer shall also be liable to pay any costs and charges incurred by Go Modular in the recovery of the overdue amount. These remedies shall be without prejudice to any other rights and remedies available to Go Modular.
iii. Should any payment due remain outstanding for 7 days Go Modular will be entitled to stop work and treat the non-payment as a serious breach of the Contract by the Customer.

4. Deposit
A minimum Deposit in the amount agreed between the Customer and Go Modular shall be payable on the date of this Contract. No contractual or other obligations shall arise on Go Modular without payment of the Deposit

5. Invoicing & Payment
i. Go Modular shall deliver invoices at agreed intervals as shown in the Contract. The Customer shall pay the invoice(s) in full, without delay or deductions, on receipt of the invoice.
ii. The final invoice shall be delivered by Go Modular and paid by the Customer no later than 14 days after the Installation is completed.

6. Specification
i. Signature to the 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.
ii. Go Modular 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 Go Modular, which do not materially affect their quality or performance.
iii. Specifications, drawings data literature and statements as to dimensions suitability performance or otherwise issued by Go Modular in connection with the Building are offered in good faith but are intended to be approximate only and the Building is manufactured and supplied without any such conditions or any guarantee or warranty as to dimensions quality fitness performance or suitability for purpose.

7. Delivery and Installation of the Building
i. All times for Delivery and/or Installation indicated in the Contract are an estimate only and 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 by Go Modular, for any cause, to meet any Delivery or Installation date. 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 satisfactory inspection of one sole plate Site survey by Go Modular. 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 a delay in Delivery and Installation and additional Delivery and Installation charges.
ii. 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 , and the general law and regulations, or any subsequent notification or instruction provided by Go Modular to the Customer in relation to the requirements for foundations.
iii. 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 Go Modular such sums by way of additional delivery and installation charges as Go Modular certifies is due by virtue of inadequate and restricted access to the Site.
iv. Prior to the estimated Delivery Date, Go Modular may undertake a Site survey, the cost of which shall be payable by the Customer as an additional minimum charge of £1,000 per day per person, 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.
v. If in the opinion of Go Modular the Site is not ready for Installation, Go Modular 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 Go Modular such sums by way of additional consultancy, delivery or installation charges as Go Modular certifies is due by virtue of any change to the original anticipated Delivery Date.
vi. 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 Go Modular. Go Modular 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.
vii. On all installations, the Customer will be required to have its site management team available on site and is 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 Go Modular. The Customer is therefore solely 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.
viii. Go Modular is not responsible for making good of any existing external surface or paving damaged by the delivery vehicles or cranes, and any damages to services.
ix. Where any changes or issues in the provision of craneage arises (whether as a result of weather conditions, safety considerations or any other factor) than any additional costs incurred by Go Modular, will be chargeable to the Customer by way of additional charges, which shall be payable forthwith and in 5 working days in any event, of issue of Go Modular’s invoice.
x. Foundations, all forms of external paving, external plinths, access ramps, steps and fire escape facilities are excluded from the Price contained in the Contract. Go Modular will not be responsible for abnormal ground conditions, any additional foundation work required due to abnormal conditions or Building Inspector requirements and approvals.
xi. Unless expressly stated otherwise Go Modular is not liable for either the cost or responsibility for arranging utility connections to the Building, including but without limitation 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.
xii. The adequacy and existence of all external services are the Customer’s responsibility. In particular, water pressure is an unknown factor to Go Modular as is gas pressure and electric loadings; therefore, any costs arising which are due to any third party or provider are the responsibility of the Customer.
xiii. The Customer authorises Go Modular 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.
xiv. Go Modular 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 Go Modular:
(i) the Customer shall be liable for any additional storage and Delivery charges and any Installation charges arising by virtue of the delay or postponement;
(ii) the Delivery and where applicable the Installation shall be deemed complete on the Delivery Date and the Customer shall become liable for the balance of the Price, and any Delivery charges and Installation charges payable in accordance with these Conditions (notwithstanding the delay in Delivery and Installation);
xv. Go Modular shall accept no liability for any delay, alleged loss or 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.

8. Warranty
i. For a period of 12 months (the “Warranty Period”) from the date of Delivery, Go Modular warrants that the Building shall
(i) conform in all material respects with the Specification; and
(ii) be free from material defects in material and workmanship, provided
(iii) the Customer gives notice in writing during the Warranty Period and as soon as becoming aware that the Building does not comply with the Specification and
(iv) (iv)Go Modular is given a reasonable opportunity of examining such defects and any access it requires.
(v) (v)Go Modular shall carry out the necessary adjustment, repair or replacement as soon as possible.
Go Modular shall not be liable for the Building's failure to comply with the warranty in clause if:
(vi) the defect arises because the Customer failed to follow Go Modular’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Building or (if there are none) good trade practice;
(vii) the defect arises as a result of Go Modular following any drawing, design, instruction, variations or specification supplied by the Customer;
(viii) the Customer alters or repairs the Building, during the Warranty period, without the written consent of Go Modular;
(ix) (ix)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
(x) (x)the Building differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
(xi) (xi)The Customer fails to comply with clause 8(iii)(iv)(v)
ii. Except as provided in this clause 8, Go Modular shall have no liability to the Customer in respect of the failure to comply with the warranty set out in clause 8.1.
iii. These Terms & Conditions shall apply to any repaired or replacement parts supplied by Go Modular.

9. Planning Permission, Buildings Regulation and other approvals
i. The Customer has the overall responsibility for procuring planning permission, buildings regulations and any other approvals or consents. If the Customer instructs Go Modular to proceed to delivery and Installation of the Building without all requisite planning permissions, building regulations approval and any other approvals and consents having been obtained, then such delivery and Installation is entirely at the Customer’s risk and without liability on the part of Go Modular.
ii. Where Go Modular 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 go Modular.

10. Service Connections
i. If Go Modular 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 Go Modular and Go Modular accepts no responsibility for any delays in relation to the application or connection of such services. Whilst Go Modular will provide reasonable cooperation to mitigate such a delay, Go Modular shall be entitled to invoice the Customer for any work undertaken in this regard by way of additional Installation Charges.

11. Insurance
i. Title to the Building shall pass to the Customer on the date of Delivery and the Customer shall:
(i) maintain the Building in satisfactory condition and keep it insured against all risks for its full value from the date of delivery;
(ii) notify Go Modular immediately if it becomes subject to any of the events listed in clause 13.1.2 and clause 13.1.3;and
(iii) give Go Modular such information relating to the Building as Go Modular may require from time to time.

12. Limitation of Liability
i. This clause sets out the entire liability of Go Modular (including any liability for the acts or omissions of its respective employees, agents and subcontractors) in respect of:
(i) any breach of this Contract;
(ii) any use made or occupation of the Building by the Customer; and
(iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
ii. Nothing in this Contract shall limit or exclude the liability of either party for:
(i) death or personal injury resulting from negligence; or
(ii) fraud or fraudulent misrepresentation; or
(iii) the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.
iii. Without prejudice to clause 12.2, Go Modular shall not be liable to the Customer for breach of statutory duty or misrepresentation, or otherwise, for any:
(i) loss of profit; or
(ii) loss of goodwill; or
(iii) loss of business; or
(iv) loss of business opportunity; or
(v) loss of anticipated saving; or
(vi) loss or corruption of data or information; or
(vii) special, indirect or consequential damage or loss suffered by the Customer that arises under or in connection with this Contract.

13. Termination
i. If the Customer:
(i) (i)fails to pay the Deposit, the Price or balance of the Price, any other charges or other sums due and payable under this Contract in full by the due date; or
(ii) (ii)being a Company
• has a petition presented for its winding up
• 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
(iii) being an individual or firm:
• becomes bankrupt or insolvent;
• enters into voluntary arrangements with his creditors; or
• 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;
(iv) then, in any such case, Go Modular shall be entitled to treat this Contract as being at an end and recover any materials delivered and shall not be obliged to deliver the Building.
ii. Without affecting any other right or remedy available to it, Go Modular 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 Go Modular reasonably believes that the Customer is about to become subject to any of them.

14. Health & Safety Instructions
(i) The Customer must comply with all Health & Safety laws at all times.
(ii) The Customer further agrees that it will operate in good practices and take reasonable actions to ensure that everyone who uses the Building and is operating on the Site is properly instructed on how to use it safely and correctly.

15. Government Regulations
The Customer is 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 Go Modular 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.

16. Waiver
Any failure by Go Modular to enforce any or all of these Conditions shall not amount to or be interpreted as a waiver of any of its rights.

17. Force Majeure
a) Force Majeure Event means any circumstance not within Go Modular’s reasonable control including, but not limited to:
(i) acts of God, flood, drought, earthquake or other natural disaster;
(ii) epidemic or pandemic;
(iii) 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;
(iv) nuclear, chemical or biological contamination or sonic boom;
(v) 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;
(vi) collapse of buildings, fire, explosion or accident;
(vii) 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);
(viii) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(ix) interruption or failure of utility service.
(x) shortage of materials on a national and/or international level.
b) If Go Modular is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event, Go Modular 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.
c) Go Modular shall:
(i) 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
(ii) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

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

19. Counterparts
(i) This Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute the one Contract.
(ii) 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.
(iii) No counterpart shall be effective until each party has executed at least one counterpart.

20. Entire Agreement
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 Go Modular. The employees or agents of Go Modular 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

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

22. Dispute Resolution
Any dispute between Go Modular and a Customer or supplier shall be resolved by amicable negotiations in the first instance. If any such dispute cannot be resolved by amicable negotiation either party may refer the dispute to mediation, within 60 days, which shall be conducted in accordance with LCIA Rules on Mediation.
Where any dispute relates to the supply of a Building by Go Modular the dispute shall be resolved by adjudication and either party may refer the dispute, within 60 days, for adjudication which shall be determined under the rules of the Adjudication Society.