1.1. In these conditions the Customer shall mean any person, firm or Company to whom we supply goods or services or for whom we execute work.
1.2. Unless otherwise agreed by us in writing these conditions shall be deemed to be paramount and shall override any Terms or Conditions stipulated by the Customer in his order or any subsequent document or negotiations.
1.3. Neither our servants or agents have any authority to make any representation or to give any warranty in relation to the goods to be supplied or the materials or workmanship to be used in the execution of any work, or to agree to any variation of or addition to these terms and conditions unless such representation, warranty, variation or addition is expressed in writing and signed by a Director or Partner.
1.4. We contract as suppliers of goods and services or for the execution of work only and are not bound by nor to be imputed with any knowledge of any contract between the Customer and any other party.
1.5. The price quoted in this offer is net and it shall not be the subject of any discount or retention. All prices are exclusive of Value Added Tax, which shall be added to our accounts at the rate then applicable.
1.6. The prices quoted by us take account of costs at the date of our quotation. Thereafter the value of any works undertaken by us shall be the subject of an increase, to be determined by us arising from any additional cost occurring after quotation, which increase shall be added to the contract price.
1.7. The price provides for works being executed between the hours of 08:30 to 16:30 Monday to Friday (excluding bank holidays). Works undertaken otherwise shall be the subject of a surcharge on labour of time and a half (weekdays outside the above hours and Saturday) double time (Sunday and bank holidays) both plus £40/hour for non-working supervision.
2. Payment and disputes. This offer is expressly and exclusively made upon the condition that Part II of the Housing Grants, Construction and Regeneration Act 1996 as amended by the Local Democracy, Economic Development and Construction Act 2009 (the Act) and Statutory Instrument 1998 No 649, The Scheme for Construction Contracts (England and Wales) Regulation 1998 (the Scheme), or any amendment or modification thereof, shall apply to all work undertaken pursuant to any contract resulting from this offer; except as provided hereunder:-
2.1. The Act Sections 105(2) and 106 shall not apply. The payee, by its invoice, shall give the notice required by Section 110A(1)(b) and 110A(3) of the Act.
2.2. Interim payment shall apply. Payment shall become due (the payment due date) upon the date of the claim by the payee and the final date for payment shall be 14 days after the payment due date.
2.3. Should any payment not be made in accordance with the contract, interest shall be paid on any unpaid balance at the rate of bank base rate plus 8%, compound monthly.
2.4. Should work be suspended pursuant to Section 112 of the Act, the Customer shall pay the cost of demobilisation, the cost of resources under employed during such suspension and the cost of re-mobilisation, all plus 20% overhead, together with any interest due before we shall be obliged to proceed further with the works.
2.5. Any notice given pursuant to Sections 111(3) of the Act shall be invalid unless it is in at least as much detail as the claim from the payee to which it refers and given not later than 6 days before the final date for payment.
2.6. Add between “adjudication,” and “refer” on the second line of Section 7(1) of Part I of the Scheme, the words “or within three working days of the acceptance by the Adjudicator of the appointment whichever is the later…”.
2.7. Delete the remainder of Section 20(a) of Part I of the Scheme after the first use of the word “contract” on the second line.
2.8. As a contractual provision the Adjudicator has power and shall include in the decision the allocation and award as between the parties of costs relating to and arising out of the adjudication. The Adjudicator shall allocate liability for his fees and expenses as between the parties as he/she sees fit. The Adjudicator shall allocate and award party costs as the liability of the Customer.
3. Validity. Unless previously withdrawn this offer is valid for the period of 28 calendar days only and is subject to prior sale of goods in stock or availability of capacity, except where otherwise stated.
4. Extent of supply and changes. The extent of supply of goods or materials or the extent of work contained in this contract shall be that expressly stated upon the offer or agreed by us in writing. This offer allows for one delivery or visit to site. Additional deliveries or visits will be an extra charge valued by us, which shall be added to the contract price.
4.1. Should the Customer require any modification or alteration whatsoever to the extent of supply of such goods or materials or the extent of such work he shall, in the first instance, indicate his varied requirements to us in writing whereupon we shall, within a reasonable time, state the alterations in our price, and any other term of the contract, which we may require. Only upon the Customer’s written acceptance of such altered price or term of contract shall we be obliged to comply therewith.
4.2. Should the amount of supply of goods or materials or the extent of work executed in accordance with the drawings or details or instructions supplied to us be in excess of that expressly stated by this offer or agreed by us in writing then any such excess shall be subject to an extra charge valued by us which shall be added to the contract price.
5. Delivery and/or completion.
We require to agree with the Customer, before we commence work, a programme indicating how we intend to proceed with the works. We will use our best endeavours to effect delivery or completion on agreed dates or within agreed periods, but we will not be liable for any loss or damage occasioned by delay in delivery or completion howsoever /whenever caused. Any such delay shall have the effect of postponing delivery or completion and shall not affect the rights or duties of the parties. Surfacing work can only be undertaken in dry, non-freezing, conditions.
6. Title. Until payment in full has been made by the Customer of all sums owing or due to us on any account whatsoever whether in respect of purchase of goods or otherwise, the property of the goods supplied and all work executed by us (to the extent that they remain in a state wherein a separate title therein may exist) shall remain with us and the Customer shall be entitled to possession of such goods or works which are held by the Customer only in a fiduciary capacity as a bailie.
7. Liability. We undertake to repair (or entirely at our option to replace) free of charge any goods or services or works which are defective and not in accordance with the contract, but not otherwise. Our liability is limited solely to such free repair or replacement and in no circumstances do we accept any further liability for any damages or losses (whether direct or consequential) of any kind whatsoever or whenever arising. We give this undertaking in substitution of any conditions or warranties expressed or implied.
8. Acceptance/Drawings. Upon express acceptance, or acceptance by conduct, of this offer the Customer shall submit to us two sets of working drawings giving full and complete details of the goods, services, or work to be supplied or executed. We shall not be obliged to commence work unless or until we have been provided with drawings, which, in our opinion, are adequate.
9. Cancellation. The customer shall not be entitled to cancel the contract or the further performance thereof without our prior written consent and upon such terms as we may reasonably require by way of indemnity or compensation for any loss (including loss of profit), damage, cost or expense which we may suffer by reason of such cancellation.
10. Insurance. We hold insurance policies in respect of the carrying out of the supply of goods and services or the execution of work, which forms this contract. The terms, conditions, extent of cover, excesses and other details of such insurance will be made available to the Customer upon request. The Customer shall, however, be deemed to have full knowledge of such details. We indemnify the Customer only and to the extent of any liability, loss claim or proceedings whatsoever arising under any statute or common law in connection with this contract as is provided by the insurance held by us. The Customer shall indemnify us in respect of any and all other claims or liability or loss or proceedings whatsoever, which are not provided for by the insurance held by us.
11. Facilities to be provided. The Customer shall provide to us free of charge the following facilities such that the progress of our works shall not be impeded:
11.1. Constant unhindered and exclusive access to the site and the area of installation or execution of our works.
11.2. Haul roads and the working areas suitable for fully loaded delivery vehicles and paving equipment together with a surface on which paving is to laid which is to the correct line and level and in all other respects suitable for the execution of the paving works.
11.3. Safe and secure storage for our materials, equipment, plant and tools throughout our works and for 2 working days after its completion.
11.4. Traffic management.
11.5. A supply of potable water not less than 400 gallons/day within 100 m of the location of our works.
11.6. Welfare facilities for our staff and operatives. Any failure of the Customer to provide the said facilities shall result in additional charges determined by us, which shall be added to the contract price.
12. Discharge of liabilities. Once the work executed by us has been completed and it has been demonstrated to be in operational condition, we shall be deemed to have discharged all our obligations and liabilities under this contract.
13. Termination. Without prejudice to any other right which we may have, we shall be entitled, on giving written notice to the Customer, to determine any contract forthwith, demand immediate payment of any amount due or accruing to us thereunder and to retain any deposits, if any of the following circumstances occur:-
13.1 the Customer not being a body corporate becomes bankrupt or compounds or makes any arrangement with its creditors or commits any act of bankruptcy,
13.2 the Customer, being a body corporate, goes into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction) or has a receiver, administrator or liquidator appointed
13.3 the Customer commits any breach of its obligations hereunder.
14. Notices. Any notice given under this contract shall be in writing and sent by post to the registered office or business address of the Customer and it shall be deemed to have been received 24 hours after posting.
15. Waiver. Failure by us to insist upon strict performance of the terms and conditions of this contract shall not be deemed a waiver of any subsequent default.
16. Headings. The headings used in these conditions are for the purpose of convenience and identification only and are not to be taken as limiting in any way the scope or possible construction of the clause.
17. Law. The contract shall be governed and construed in accordance with English Law and the parties irrevocably agree to submit to the jurisdiction of the English Courts.