In these Terms & Conditions:
“Client”, “Company”, “Contract”, “Equipment”, “Proposed Commencement Date”, “Proposed Completion Date”, “Services” and “Site” are as stated in the Quotation. “Contract Price” means the price payable by the Client to the Company for the Services, as shown in the Quotation (and as varied in accordance with the Contract);
2.1 These Terms & Conditions are the only terms on which the Company contracts with its clients and any other terms put forward by the Client are excluded.
2.2 Acceptance of the Company’s Quotation by the Client constitutes the Contract for the Company to carry out the Services in accordance with these Terms & Conditions. No changes will apply, unless they are accepted in writing and signed by a director of the Company.
3.1 The Company shall exercise reasonable skill and care in the performance of the Services.
3.2 The Company shall give not less than 24 hours’ notice of the date when the Company requires access to the Site.
3.3 The Equipment shall comply with the description in the Quotation save that if any Equipment to be purchased for the Contract is not available, the Company may select alternative equipment of a comparable quality and shall notify the Client with relevant details.
4.1 The Client shall give the Company access to the Site as required by the Company to enable the Company to carry out and complete the Services without interference by the Client or by other contractors of the Client. This shall include an obligation not to subject the Client to any unreasonable treatment and/or abusive or threatening language or behaviour. Without limitation, breach of this obligation shall constitute a material breach of the Contract for the purpose of clause 11.1.
4.2 The Client shall ensure that the Site is suitably clear of all property, personal or otherwise, to allow the Company to complete the Services without obstruction, to include without limitation the clearing and/or removal of any furniture, home electrical equipment, artwork, or valuables which may obstruct the completion of the Services. Where the Client fails to and the Company must reasonably (or where the Client instructs the Company to) clear and/or remove any items or property for the completion of the Services, such clearing and/or removal shall be entirely at the Client’s own risk.
4.3 The Client shall provide at its expense any facilities reasonably required by the Company (which may include secure storage for equipment and materials, power supply, water etc.).
4.4 The Client is solely responsible for obtaining any planning permission required for the Services and for any permits and licences needed in the course of the Services unless otherwise agreed in writing by the parties.
5.1 The Client shall pay the Company the Contract Price in accordance with the payment terms in the Quotation and as otherwise set out in the Contract.
5.2 All payments under the Contract shall become due on the date of receipt by the Client of the Company’s relevant invoice.
5.3 No later than five days after payment becomes due, the Client shall notify the Company of the sum it considers to have been due on the due date (the “notified sum”) and the basis on which that sum is calculated. If the Client fails to issue such a notice, then the sum stated in the Company’s invoice shall become the notified sum for the purpose of this clause 5.
5.4 Staged payments (as may be specified in the Quotation or otherwise agreed) must be paid by the Client within 7 days of receipt of any relevant invoice. The Company shall have sole discretion to determine when any stage has been reasonably completed for the purposes of any staged payments specified in the Quotation. For any amounts owing by the Client which are not referred to in the Quotation or subject to an otherwise agreed method of payment, the Company shall submit an invoice to the Client on a [weekly/monthly] basis for Services carried out and for Equipment purchased and each invoice must be paid by the Client within 15 days of receipt of such invoice. The Company’s invoice for any advance payment shown in the Quotation must be paid by the Client before any order for Equipment will be placed by the Company.
5.5 The Client shall pay the Company the notified sum, as determined in accordance with clause 5.3, by no later than the final date for payment as determined in accordance with clause 5.4.
5.6 If the Client disputes any part of an invoice and/or wishes to pay less than the notified sum, the Client may notify the Company not less than 3 days before the final date for payment with a statement setting out the amount(s) the Client proposes to pay and the reasons. The undisputed parts of an invoice must be paid and any disputed amount will be dealt with under clause 14 (Disputes). Except as stated in this clause, the Client shall not withhold any money or set off any amount against invoices of the Company.
5.7 If the Client fails to pay on time any amount properly invoiced under this Contract, any amount properly invoiced under a separate contract between the parties, or any debt or other amount properly owed by the Client to the Company for any reason, the Company may suspend all or part of the Services immediately and without notice until the payment is received. Any period of suspension will entitle the Company to any additional costs it incurs as well as an extension of time for completion of the Services.
5.8 Late payment entitles the Company to interest at the statutory rate of interest under the Late Payment of Commercial Debts (Interest) Act 1999 from the due date until the date of actual payment.
5.9 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client. The Company shall issue valid VAT invoices or receipts.
5.10 The Company may require credit card details from the Client and in that case if payment of the Company’s invoice on completion is not received in full within 10 days of the due date, the amount owing may be charged to the credit card by the Company.
5.11 Payment must be made in accordance with the terms of the Contract. In the event that an account is outstanding, the Company may refer the matter to a debt collection agent, and any costs incurred by the Client to collect the debt shall be added to the debt, plus VAT at the prevailing rate, and recovered from the Client. The Client agrees that it will be legally liable for such costs, and that payment of the same may be enforced by the Company against the Client in court.
6.1 If the Client wishes to omit or vary any of the Services (or Equipment) they must inform the Company in writing, who shall as soon as practicable notify the Client of the estimated cost of the variation and the likely effect on the Contract period and Proposed Completion Date. For the avoidance of doubt, omission of any part of the Services shall be deemed a variation for the purposes of this Contract and the Company shall be entitled to include in the estimated cost of the variation the cost of any Equipment or other materials already ordered at the time of the Client’s requested variation which will no longer be required for completion of the Services as a consequence of such variation.
6.2 Unless the Client withdraws his request for a variation promptly upon receiving the Company’s estimate, and in any event within a maximum of 3 working days of such receipt, the Contract Price will be adjusted in accordance with the Company’s estimate (or as otherwise agreed between the Client and the Company) and an appropriate extension of time for completion of the Services shall be agreed. Variations will be priced using the Company’s applicable rates, as may be subject to change from time to time, unless otherwise agreed. When the Contract Price is payable by stage payments, these shall, unless otherwise agreed, be adjusted as appropriate to reflect the cost of the variation.
6.3 If a variation is made orally, either the Company or the Client shall confirm it in writing within 3 working days.
6.4 The Company shall notify the Client if it encounters any difficulties or other relevant factors which it could not have reasonably foreseen when submitting the Quotation and in those circumstances, a fair and reasonable adjustment to the Contract Price and the date for completion will be made. Such adjustment to the Contract Price will be priced using the Company’s applicable rates, as may be subject to change from time to time.
6.5 The Company reserves the right not to comply with any requests for a variation which would increase the value of the Services by more than 25% of the original Contract Price.
7.1 The risk of loss or damage to the Equipment at the Site, except when caused by wilful default of the Company, rests with the Client.
7.2 Ownership in the Equipment and Services shall remain with the Company until such time as payment in full of all amounts due from the Client to the Company has been received by the Company.
7.3 All risks relating to existing equipment, to which any of the Company supplied Equipment or Services are connected, rest with the Client as do all risks with respect to power flushing by the Company, and the Company shall have no liability to the Client for any loss or damage arising out of those matters.
7.4 When there are carpets or other floor coverings at the Site, the Company shall take reasonable steps to protect them but in the event of any damage, the Company’s liability shall be limited to the reasonable cost of cleaning and the Company shall have no liability for any replacement of damaged carpets or other floor covering.
7.5 Should the Client fail to suitably clear any item of property, personal or otherwise, from the Site in accordance with its obligation under clause 4.2 of these Terms & Conditions, the Client shall be liable for any damage incurred by or caused to such item of property during the course of completion of the Services.
8.1 Unless otherwise stated in the Quotation, the Client shall be responsible for insurance of the Services to their full value, including all Equipment at the Site, with the Company named as co-insured, and for insurance of any building at the Site where the Services are to be performed.
8.2 The Company shall take out and/or maintain the following insurance:
• Public and Product Liability Insurance for £5,000,000;
• Employer’s Liability Insurance for £10,000,000;
• Professional Indemnity insurance for £50,000.
8.3 Each party shall provide the other upon request during the Contract period with evidence that the insurances for which it is responsible are in place.
9.1 The Proposed Commencement Date and Proposed Completion date are shown in the Quotation. Dates are given by the Company in good faith but are not guaranteed and the Company shall have no liability for failure to commence or complete the Services on a proposed date.
9.2 The Company shall notify the Client within 3 working days of becoming aware of any event beyond its control which may prevent or delay commencement or completion of the Services. The notice shall specify the cause of the delay, the likely effect on the Proposed Commencement and/or Proposed Completion Date and the Company’s proposals for dealing with the matter. The Proposed Commencement Date and/or Proposed Completion Date shall then be extended as agreed by the parties or, failing agreement, decided by way of clause 14 of these Terms & Conditions. The Company acknowledges that it should take reasonable steps to mitigate any delay.
9.3 In the event that the Company is required to issue a notice under clause 9.2, to extend the Proposed Commencement and/or Proposed Completion Date, and/or is delayed in any way by reason of the Client’s failure to comply with the terms of this Contract, including the Client’s obligations under clause 4, the Company may adjust the Contract Price to include a reasonable charge for costs and other expenses incurred as a result of such failure to comply, including but not limited to the reasonable cost of interruptions to and wasted labour.
9.4 The Company shall at its discretion give the Client notice of its intention to hand over the Services and give the Client the opportunity to inspect the Services prior to completion. The Company shall then confirm the actual date of completion of the Services to the Client.
9.5 When the Contract provides for Equipment to be tested on completion, unless otherwise agreed in writing, the Client shall perform the tests under the supervision of the Company.
9.6 Any defect in the Services must be notified promptly by the Client to the Company, and in any event within 7 days of the Client becoming aware of the defect. Subject to clause 9.6, the Company shall be responsible for remedying defects in the Services which appear within 12 months from the date of completion of the Services and the Client shall give the Company full access to the Site and the Services and the Equipment to carry out any necessary remedial work. The Company shall however have no liability for defects in design or materials supplied by the Client, defects attributable to fair wear and tear, accidental damage, interfacing with or defects in existing systems or equipment, and/or misuse or failure by the Client to comply with any operating or maintenance manuals or instructions.
9.7 Where any of the Equipment supplied by the Company has the benefit of a manufacturer’s warranty, the Company shall take steps to procure that the Client has the benefit of that warranty. The Client’s recourse for defective Equipment shall be to the manufacturer and not the Company. The Company will give reasonable assistance to the Client in any such case but the Company shall not be liable for any defect in any of the Equipment except to the extent that this is proved to be caused by the Company’s gross negligence.
10.1 Except for its liability under clause 9.5 of these Terms & Conditions to remedy any defect in the Services for which it is responsible and which are notified to it within 12 months of the completion date of the Services, the Company shall have no liability to the Client, in contract or in tort, for any other direct, indirect, consequential or economic loss incurred by the Client, including but not limited to loss of use, loss of business or loss of profit. Moreover, the aggregate liability of the Company under the Contract shall be limited to and not exceed the Contract Price or the amount (if any) specified in the Quotation, if different. However, liability for death or injury of individuals due to the Company’s negligence is unlimited.
10.2 All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the full extent permitted by law. The Client acknowledges that the only warranties are those given expressly by the Company in these Terms & Conditions of the Contract.
11.1 The Company may give notice to terminate the Contract if the Client fails to make any payment to the Company within 30 days of the date on which payment is due or commits any other material breach of the Contract.
11.2 The Client may give notice to terminate the Contract if the Company commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing by the Client.
11.3 Either party may terminate the Contract if the other party becomes bankrupt, insolvent, has a receiver, manager or administrative receiver or liquidator appointed, or is subject to an event that has an equivalent or similar effect to any of the aforementioned events
11.4 Upon termination the Client shall pay the Company for all amounts properly due up to the termination date and pay any amounts still owing for any Equipment ordered by the Company. If the Company terminates under clause 11.1 or 11.3, the Client will also be liable without limitation to pay the Company for all demobilisation costs reasonably incurred by the Company plus a reasonable sum to compensate the Company for its loss of profit on the Contract. The Company shall be given access to the Site to recover all plant and materials and any Equipment for which payment has not been received from the Client in full.
11.5 Termination shall not affect the accrued rights and liabilities of the parties at the termination date.
All copyright and other intellectual property rights in designs and documents prepared by the Company shall remain the sole property of the Company. The Client shall have a licence to use them, but only for the purposes for which they were prepared. The Company shall have a similar licence in respect of drawings and documents issued to it by the Client.
The Company shall not have any liability to the Client if prevented from performing any of the Services on account of force majeure which includes, but is not limited to, severe weather conditions, fire, flood, epidemic, war, terrorism, strikes or difficulty in obtaining Equipment, materials or labour. In any of these circumstances, the Company shall promptly notify the Client and has the right to suspend the Services for so long as the force majeure continues and to terminate the Contract by notice to the Client if force majeure continues for more than 30 days.
14.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.
14.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator shall be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.
14.3 Any dispute that is not resolved by negotiation or adjudication shall be finally settled by the courts of England and Wales.
14.4 The Contract is governed by the laws of England and Wales.
15.1 Notices – Every notice shall be in writing and delivered by hand or sent by first class post to the address of the recipient.
15.2 Assignment – Neither party shall assign any of its rights or obligations under the Contract without the prior written consent of the other.
15.3 Subcontracting – The Company shall not sublet all of the Services but it shall be entitled to sublet parts of the Services. Subcontracting shall not relieve the Company of its obligations under the Contract.
15.4 Entire Agreement – The Contract is the only agreement between the parties and supersedes any previous arrangements, agreements or understandings relating to the Services.
15.5 Amendment – Any amendment to the terms of the Contract shall only be effective if in writing and signed by an authorised signatory of the Client and the Company.
15.6 No Reliance on Warranties – The Client acknowledges that it has not relied on and shall have no remedy in respect of any statement, representation, or warranty unless it is expressly set out in the Contract.
15.7 Severance – If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision which is legally enforceable.
15.8 Waiver – The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.
15.9 Removal of waste and materials – Unless agreed in writing by the Client and the Company, the Client will be responsible for the removal from Site of all waste materials resulting from the work carried out by the Company.
15.10 “What we quote is what you pay” Guarantee – The Company guarantees that the Contract Price shall not exceed the amount agreed between the parties at the time of entering the Contract unless such amount is amended for any reason in accordance with the terms of the Contract.
15.11 Headings – Document, clause and other headings shall not affect the interpretation of Contract.