Terms and Conditions
1.1 Radnor: shall mean Radnor Range Limited.
1.2 Radnor Ranges Site: the area designated by Radnor for performance of the Range Services.
1.3 Range Officer: an employee appointed by Radnor to assist the Client.
1.4 Range Services: the use of the Radnor Range Site to conduct various activities, including testing, functioning and training by the Client.
1.5 The Client: shall mean the person, firm, company or organisation for whom Radnor is to undertake the Proposal.
1.6 The Contract: shall mean the Contract between Radnor and the Client established by acceptance by the Client of the Proposal and these conditions.
1.7 The Proposal: shall mean the description of work or services to be undertaken by Radnor as set out in the document detailed by Radnor in consultation with the Client.
1.8 Price: shall mean the total amount payable to Radnor by the Client for undertaking the Proposal, as detailed in the Proposal or as agreed separately in writing.
- ACCEPTANCE OF OFFER
2.1 These Conditions and the Proposal constitute an offer, and if duly accepted by the Client, shall constitute a Contract between Radnor and the Client whereby Radnor is to carry out the work or give the advice specified for the price stated or calculated as specified in the Proposal.
No other terms and conditions shall be accepted unless agreed in writing.
2.2 No representation whatsoever whether oral or written made prior to the date of the Contract shall be deemed to be incorporated in the Contract or to have any binding effect on Radnor.
2.3 Acceptance of Radnor’s offer must be in writing. The offer shall remain open for a period of 14 days from the date on which it is posted unless prior to acceptance the Client has been specifically notified in writing that the offer has been withdrawn. Where such notification of withdrawal is given in writing, it shall be effective from the date of posting.
If there shall be any apparent inconsistency between the Proposal and these Conditions, the Proposal shall prevail.
- RANGE SERVICES:
4.1 The scope of the Range Service to be undertaken by Radnor shall be specified in the Proposal.
4.2 Radnor shall provide the Client with use of the Radnor Ranges Site as set out in the Proposal.
4.3 Radnor will not confirm the availability of the Range Services until the Price is paid in full.
5.1 The Client must have adequate insurance, with a minimum of £5,000,000 coverage, to cover any activities which they will personally be carrying out or be participating in on Radnor’s premises, along with any obligations of the Client under this Contract.
5.2 The Client must provide Radnor with a copy of their insurance policy prior to use of the Range Services.
5.3 The Client agrees that it shall seek to recover any losses under its own insurance policy prior to making a claim against Radnor.
- DELIVERY, STORAGE AND DISPOSAL OF MATERIALS AND
6.1 Where the Proposal involves work on Client-owned equipment or material, the Client shall deliver such equipment or material at the time and to the places agreed by Radnor and shall remove such equipment or material together with any waste products as requested by Radnor.
6.2 The Client will ensure that the equipment or materials delivered are in a condition fit for the purpose of the Proposal, and that they are delivered in a timely manner to ensure that Radnor can complete the Proposal.
6.3 If the Client requires Radnor to dispose of any equipment, material or waste products that are owned by the Client and utilised in the Proposal, the Client is required to notify Radnor of the intended disposal. Radnor reserves the right to charge the Client an additional fee for this service.
6.4 The Client will notify Radnor in writing of any hazardous materials to be delivered, stored or used in any test or trial to be carried out under the Proposal.
6.5 Where any changes to the Proposal result in any additional requirements for any items to be stored on Radnor’s premises, the Client will meet all reasonable costs associated with such storage.
6.6 Nothing in this Contract shall release the Client from his obligations under statutory requirements for health and safety, to provide prior written notice to Radnor of any health or safety hazards associated with the equipment, material or other substances supplied by the Client to Radnor.
7.1 The Client and its employees and accompanying visitors (if any) must comply with the safety instructions given by Radnor in relation to the safety of persons whilst within the Radnor Ranges Site. To the extent permitted by law, Radnor does not accept liability for the Client’s failure to comply with those instructions.
7.2 The Client and its employees and accompanying visitors (if any) must comply with any instructions delivered by the Range Officer. Noncompliance with the Range Officer’s instruction or the applicable Range standing orders may lead to the Client or any such person being removed from the Radnor Ranges Site, in which case the Price paid is not refunded.
8.1 Both parties agree to treat any and all activities undertaken on the Radnor Ranges Site by either the Client or Radnor as confidential.
8.2 To the extent that Radnor may be required to disclose the Client’s confidential information by order of a court or other public body that has jurisdiction over both parties, it may do so.
9.1 The Client agrees to pay Radnor the Price, fees and expenses in the amounts and at the times specified in the Proposal.
9.2 The Client shall pay 50% of the Price upon booking the Range Services. The remaining 50% is due within 30 days of issue of Invoice.
9.3 Payment shall be due 30 days after demand or invoice and thereafter any sum unpaid shall bear interest at the rate of four per cent (4%) per annum above National Westminster Bank plc base lending rate for the time being in force until payment is made in full both before and after any relevant judgment.
9.4 If this Contract is exempt from Value Added Tax (VAT) but HM Customs and Excise subsequently determine that VAT is payable on the supply of the services provided under this Contract then the Client agrees to pay to Radnor any such VAT upon receipt of a VAT invoice issued by Radnor.
- TERMINATION OF CONTRACT
10.1 Radnor may at any time and for any reason terminate the Contract in whole or in part by giving the Client 30 days’ written notice.
10.2 Either party may at any time by giving 30 days’ written notice in writing to the other party terminate the Contract immediately if:
(i) a party commits a breach of any of the terms and conditions of the Contract and the party in breach fails to remedy the breach within 30 days of the notice;
(ii) such party (being an individual) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors or enters into liquidation (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part of it, or documents are filed with the court for the appointment of an administrator of such party or notice of intention to appoint an administrator is given by the party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of that party or for the granting of an administration order in respect of such party, or any proceedings are commenced relating to the insolvency or possible insolvency of the party;
(iii) such party ceases or threatens to cease to carry on its business.
10.3 The termination of the Contract, however arising, is without prejudice to the rights and duties of either party accrued prior to termination. The conditions which expressly or impliedly have effect after termination continue to be enforceable notwithstanding termination.
11 Force Majeure
In this Clause, “Event of Force Majeure” means an event beyond the control of the The Client and Radnor, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:
11.1.1 act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
11.1.2 war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;
11.1.3 rebellion, revolution, insurrection, or military or usurped power, or civil war;
11.1.4 contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
11.1.5 riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Supplier or of his Subcontractors; or
11.1.6 acts or threats of terrorism.
11.2 Consequences of Force Majeure Event
1.2.1 Neither the The Client nor Radnor shall be considered in breach of this Contract to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date.
1.2.2 The Party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.
1.2.3 If and to the extent that Radnor is prevented from executing the Services by the Event of Force Majeure, while Radnor is so prevented Radnor shall be relieved of its obligations to provide the Services but shall endeavour to continue to perform its obligations under the Contract so far as reasonably practicable [and in accordance with Good Operating Practices], [PROVIDED that if and to the extent that Radnor incurs additional Cost in so doing, Radnor shall be entitled to the amount of such Cost [COST BEING DEFINED AS HAVING NO PROFIT COMPONENT] (Radnor having taken reasonable steps to mitigate the Cost)].
1.2.4 If and to the extent that Radnor suffers a delay during the Contract Period as a result of the Event of Force Majeure then it shall be entitled to an extension for the Time for Completion in accordance with Sub-Clause [1.2.6].
1.2.5 If an Event of Force Majeure results in a loss or damage to the Facility, then Radnor shall rectify such loss or damage to the extent required by The Client, PROVIDED that any Cost of rectification (less any insurance proceeds received by the Operator for the loss or damage) is borne by The Client (Radnor having taken reasonable steps to mitigate the Cost).
1.2.6 The Contract Period shall be extended by a period of time equal to the period of interruption caused by an Event of Force Majeure.
11.3 Optional Termination, Payment and Release
Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of  days, either The Client or Radnor may give to the other a notice of termination which shall take effect 30 days after the giving of the notice. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Contract shall terminate.
After termination under this Sub-Clause 11.3, Radnor shall comply with Sub-Clause 11.3 and The Client shall pay Radnor an amount calculated and certified in accordance with 9.3.
11.1 Radnor reserves the right to suspend this Contract in the following circumstances:
(i) non-availability of Radnor staff due to reasons beyond the control of Radnor; or
(ii) in compliance with the directions of or actions taken by national or local governments or the police.
12.1 Radnor does not give any express or implied representations and this Contract does not contain any express or implied terms, warranties or conditions.
12.2 The Client acknowledges that it is fully aware that the activities undertaken at Radnor are hazardous activities and that it will carry out all activities pursuant to the Proposal at its own risk. The Client accepts these risks voluntarily.
- LIMITATIONS ON RADNOR’S LIABILITY
13.1 Radnor, its employees, servants and agents shall have no liability to the Client for any damage caused directly or indirectly by any breach of any of the terms of this Contract save insofar as the same is caused by the negligence or wilful default of Radnor, its employees, servants or agents.
13.2 Further and in any event, Radnor’s total liability in respect of all breaches of this Contract shall in no circumstances exceed the sum of the Price paid by the Client.
13.3 Nothing in this clause shall be taken to exclude or restrict any liability of Radnor for death or personal injury resulting from the negligence of Radnor or its employees, servants or agents or to exclude or restrict any other liability of Radnor which cannot by law be excluded or restricted.
The Client agrees to indemnify and keep indemnified Radnor and its employees, servants and agents from and against any and all liabilities, claims, demands, loss, costs, damages or expenses including legal fees resulting from, in connection with, or arising out of any claim asserted against Radnor relating to or associated with the use of the Radnor Ranges Site or the Range Services by the Client or any third party attending the Radnor Ranges Site with the Client.
- RELATIONSHIP OF THE PARTIES
The relationship of the parties is exclusively that of independent contractors and nothing contained in this Contract shall be construed as creating any partnership, consortium, joint venture, agency or any other legal relationship.
Neither party may assign, transfer or otherwise dispose of this Contract in whole or in part or any interest therein without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. However, this shall not restrict the right of Radnor where it considers to employ or appoint sub‑contractors to carry out work relating to the Proposal.
- PUBLICATION AND PUBLICITY
The Client agrees that it shall not, without prior written consent of Radnor, advertise or publicly utilise the Radnor name or any trademark associated therewith, in conjunction with the Proposal or any results thereof.
Any notice required in the Contract to be given in writing shall be deemed to have been duly given if posted to the other party at its address set out in the Proposal by ordinary first-class post and shall be deemed to have been received the second day after posting.
- ENTIRE AGREEMENT
This Contract represents the entire Agreement between Radnor and the Client relating to the Proposal and shall supersede all representations, agreements, statements and understandings made prior to the date of this Contract whether oral or in writing other than those representations, agreements, statements and understandings which have been expressly incorporated into this Contract.
- VARIATIONS TO CONTRACT
No variation or modification expressed to be an amendment to this Contract shall have any effect unless made in writing and signed by a duly authorised representative of each party.
- HEADINGS AND SEVERABILITY
The clause headings are for convenience only and shall not affect their interpretation. If any part of this Contract shall be held to be unenforceable to any extent, that will not affect or impair the legality, validity or enforceability of any other provision of this Contract.
Any failure by either party to exercise or enforce any rights hereunder or otherwise shall not be deemed to be a waiver of such right or rights nor operate so as to prevent the exercise or enforcement of such a right or rights at any time or times thereafter.
The provisions of the following Clauses shall remain binding upon the parties after the expiry or any termination under this Contract: 4, 12, 13, 14, 17, 24.
- GOVERNING LAW
This Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England. Range services terms & conditions
- Complaint Procedure
A copy of Radnor’s Complaint Procedure is available to interested parties upon request.