Formation of Contract
1. All contracts, which we shall enter, are subject to these Terms & Conditions and it is hereby expressly agreed by you that your contractual conditions (if any) are excluded in their entirety.
2. Estimates submitted by us shall (unless previously withdrawn), be open for acceptance for a period of 30 days from the date thereof.
3. (1) Whilst we may undertake to perform and complete the work of installation on the specified premises the materials so specified in our specification we do not undertake to do so within any particular time or by any specified date, and any reference to any such time or date shall be construed as an estimate of the time within which it is reasonable for us to perform or complete the works when such time or date was referred to and no more.
(2) In the event of performance or completion of the work or of the supply of materials so described being prevented, hindered or impeded by reason of strike, lockout, combinations of work people, shortage of labour, fire, frost ,accident, breakdown, acts of God, force majeure, failure to deliver by any of our sub-contractors or suppliers, or any cause whatsoever beyond our control, then we shall be entitled to suspend despatch, delivery and installation under this contract (upon giving notice in writing to you) for the period required by us to overcome the consequences of such causes or any such cause and will be under no responsibility whatsoever for any consequent non-delivery or delay, and you will not be entitled to cancel this contract without our written consent or to make a claim upon us in respect of such non-delivery or delay.
(3) Without prejudice to any of the matters aforesaid in the event of delay howsoever caused in completion of the work of installation our liability for any loss or damage (direct or indirect) however caused shall not exceed £100.
4. All prices quoted are based on the costs of labour, materials, plant, transports and conformity with statutory obligations prevailing at the date of the estimate: in the event of any change in any of the costs aforesaid between the date of estimate and the date of installation, the labour, materials, plant and transport will be invoiced upon the basis of the prices prevailing on the date of delivery or installation. If you disagree with any such invoiced price, then the estimated price will be payable at the time or times herein provided for and the reasonableness of the extent (if any) of any increases or decreases in the quoted price shall be referred to adjudication in accordance with the
Housing Grants, Construction and Regeneration Act 1996 Payment and Set off.
5. (1)We will provide you on or around the 25th day of each month a fully detailed invoice setting out the value of works executed or materials supplied in accordance with our estimate together with details of materials on site, with detailed supporting documentation.
(2) You shall pay us the value of work executed or materials supplied by us under each invoice issued relative to “the due dates for payment” on “the final dates for payment” as defined.
(3) We shall be paid the total value of the works executed or materials supplied on site properly executed by us.
(4) You cannot deduct by way of set off from monies otherwise due to us in respect to this or any other agreement between us.
(5) You shall not be entitled to set off abate or counterclaim any sum for which we may be liable as a result of us damaging any part of the Works.
(6) In the absence of information to the contrary, the “due date for payment” shall be the 28th day of the month in which the supply occurs; the “final date for payment” shall be 30 days after the “due date”.
6. The property in any materials despatched, delivered or installed by us in accordance with or pursuant to this or any order, contact or agreement shall remain with us until the whole of the price has been paid irrespective of whether such materials have been installed in whole or in part and such materials shall be at your risk so that should any materials or the premises to which they have been delivered, or installed be lost, destroyed or damaged by any cause whatsoever or however arising shall be paid in full less the costs of such installation or completion as remains to be carried out when such loss destruction or damage took place.
7. In so far as any equipment and materials delivered or installed and notwithstanding any express or implied condition (statutory or otherwise) as to description, fitness for any particular purpose or merchantability, we shall not be liable for any loss or damage (direct or indirect) or consequential loss howsoever caused which arises in connection with any defect in such equipment or materials where such equipment or materials are manufactured by us save for replacement of the defective equipment and materials.
Patents, Registered Designs & Trade Marks.
8. We shall not be liable for the infringement of any patent, registered design, trade mark or other protective right where goods are manufactured to your design(s) and/or instruction(s) and you will fully indemnify us against any claim in respect thereof howsoever arising.
9. (1) You may only cancel the contract with our previous written consent which consent shall be give or withheld at our sole discretion and upon such terms as we deem fit.
(2) Without prejudice to our rights in paragraph 5 hereof we shall have the right to cancel the contract by notice in writing posted by us or delivered to you.
10. Without prejudice to the foregoing exclusions and limitations we shall not be under any liability for any loss or damage (direct or indirect) or consequential loss howsoever caused, where such loss or damage arose from out of or in connection with any event which occurred at a time when you were in breach of any obligation to effect payment under this agreement.
11. Without prejudice to the foregoing exclusions and limitations our liability for damages in the event of any breach (whether such breach be a fundamental breach or breach of a fundamental term or not) of or failure to perform this contract or resulting from any negligence by us or our servants or agents shall not exceed the total price payable by you under this contract or £1,000 whichever sum be the lesser and we shall be under no liability in excess of such sums in respect of any loss of damage (direct or indirect) or consequential loss howsoever caused and howsoever arising, regardless whether the property in the goods despatched delivered or installed has or has not been passed to you.
12. You shall indemnify us and our servants or agents against all claims and proceedings made or brought against us and our servants or agents in respect of any injury loss or damage (direct or indirect) or consequential loss however arising to any persons or property howsoever caused which arises out of or in connection with the execution of the said contract regardless whether the property in the said plant, materials or goods despatched, delivered or installed has or has not been passed to you.
13. In the event of your bankruptcy or insolvency, as defined in sub-sections 2, 3, 4 or 5 of Section 113 of the Housing Grants, Construction and Regeneration Act 1996, then we may at our option terminate this contract by notice in writing, whereupon all sums due from you shall remain due and you shall be liable to us for any loss occasioned in consequence of such termination.
14. Any scaffolding plant or equipment which we may provide shall be for the use of our workmen only. In the event of any person not in our employ in any way making use of such scaffolding, plant or equipment, (whether with our consent, expressed or implied, or not) whilst the same is on your premises, any claim which may arise in respect of an accident or damage arising out of or in connection with the use of such scaffolding plant or equipment by any such person, shall be your sole responsibility howsoever such accident or damage be caused and you shall keep us fully indemnified against any such claim whatsoever.
15. This contract shall be governed by the Law of England.