Terms and Conditions

1. Definitions

Client means the person to whom the quotation is addressed.
Contract Sum means the sum stated in the quotation to be paid by the Client to the Contractor, as adjusted in accordance with the Contract.
Contract Works means the activities to be carried out, or intended to be carried out, at the Site in accordance with the Contract. Design is only included when noted as such in the quotation.
Contractor means Stroud Office Interiors Limited.
Insolvent means where a party is an individual when he becomes bankrupt or makes a composition or arrangement with his creditors and where a party is a company where there is evidence that the Client's solvency may jeopardise completion of the Contract Works or it makes a proposal for a voluntary arrangement for a composition of debts or scheme of arrangement to be approved in accordance with the Companies Act 1985, the Insolvency Act 1986 or the Enterprise Act 2002 (as amended from time to time) or has a provisional liquidator appointed, or has a winding-up order made against it, or passes a resolution for a voluntary winding-up (other than for the purposes of amalgamation or reconstruction), or under the Insolvency Act 1986 (as amended from time to time) has an administrator or administrative receiver appointed.
Programme means the programme agreed between the Client and the Contractor as adjusted. If no such programme exists then the time for completion shall be a reasonable time from commencement.
Variation means any change requested by the Client and/or unforeseen conditions that are outside of the control of the Contractor.  

 

2. Contract
2.1 Unless previously withdrawn, the quotation is open for acceptance for one month. If the Client permits the procurement of materials or allows the works to commence, this is deemed acceptance of the quotation.
2.2 In the event of conflict between these contract conditions and the quotation, these contract conditions shall prevail.

 

3. Engagement
3.1 The Contractor shall carry out the Contract Works using reasonable skill and care.
3.2 The Client will allow full access to the site, power, lighting, water, security and storage space and welfare facilities.
3.3 The Client will provide all documentation and instructions as reasonably required.
3.4 In so far as the Contractor's rights may have been validly excluded, restricted or limited in respect of any materials incorporated into the Contract Works, then the Contractor's liability to the Client shall be excluded, restricted or limited accordingly.
3.5 The risk of loss or damage to materials from whatever cause shall pass to the Client upon delivery.
3.6 The Client shall be fully responsible for and shall indemnify the Contractor and its sub-contractors against all losses, liabilities, claims and costs arising directly or indirectly out of or in connection with or as a result of the death of or personal injury to any servant, agent or employee of the Client save where such death or personal injury occurs as a result of the Contractor's (and/or its sub-contractors') negligence.
4. Date for Completion and Delay<
4.1 The Contractor shall use reasonable endeavours to ensure that the Contract Works are carried out in accordance with the Programme.
4.2 The Contractor shall be entitled to an extension of time for any delay outside of the control of the Contractor.
4.3 Should any extension of time be necessary the cost of the extended preliminaries shall be payable to the Contractor by the Client.
4.4 The Contractor shall have no financial liability for late completion.

 

5. Variations
5.1Where possible, the Contractor shall quote for each Variation, and commencement of work subject to the Variation shall always be deemed as acceptance of the Quotation by the Client.
5.2 Where no price has been agreed and the Client may still wish the additional work to go ahead it shall be priced on a day work basis. Day work rates shall be £270 plus VAT per day per fitter based on an 8 hour day including breaks. These figures include profit and overheads but exclude VAT. Plant, materials and specialist sub-contractors shall be charged at cost plus 20% plus VAT.

  

6. Defects
6.1The defects liability period shall be 6 months from the completion date provided by the Programme.
6.2 No claim for defects will be accepted by the Contractor unless the Contractor has been informed of the defect in writing and been given a reasonable opportunity to inspect and rectify any defects.
6.3The Contractor shall at its own absolute discretion replace or repair any goods or materials which in the Contractor's opinion were proven to be defective. 
6.4 The Contractor is not liable for any defects or damage which occur by acts or omissions beyond the Contractor's control.

 

7. Payment
7.1 The Contractor will, at its sole discretion, either submit its invoice or application for payment stating the value and basis of the work undertaken and materials delivered to site at the end of each month or upon completion of the Contract Works, depending on the length of the Programme.
7.2 The due date for payment will be the date stated on the invoice.
7.3 The final date for payment of any sum due under the Contract shall be 30 days after the due date for payment.
7.4 Not later than 5 days after the due date for payment, the Client will issue an interim payment certificate specifying the amount and basis of the payment that is to be made to the Contractor.
7.5 If an interim payment certificate is not issued in accordance with clause7.4, then where the Contractor has made an interim payment application or invoice in accordance with clause 7.1, that application is for the purposes of these Contract Conditions an interim payment notice;
7.6 Subject to any pay less notice given by the Client under clause 7.8, the sum to be paid by the Client on or before the final date for payment shall be the sum stated as due in the interim payment certificate.
7.7 If the interim payment certificate is not issued in accordance with clause 7.4, but an interim payment notice has been given under clause 7.5 the sum to be paid by the client shall, subject to any pay less notice under clause 7.8, be the sum stated as due in the interim payment notice.
7.8Not later than 7 days before the final date for payment the Client may give notice that it intends to pay less than any amounts due under this Contract and the basis for doing so and, if more than one basis, the amount attributable to each basis. Where a pay less notice is given, the payment to be made on or before the final date for payment shall not be less than the amount stated as due in the notice.
7.9 A Pay Less Notice:
(i) given by the Client shall specify both the sum that it considers to be due to the Contractor at the date the notice is given and basis on which that sum has been calculated;
(ii) may not be given in relation to a payment for which an interim payment certificate has not been issued until the Contractor has in respect of the payment given an interim payment notice; and
(iii) in relation to the requirement for the issue of certificates and the giving of notices under Section 7, it is immaterial that the amount then considered to be due may be zero.

 

8. Suspension
8.1 Subject to clause 8.2 If the Client fails to pay any sum due to the Contractor within the time specified herein the Contractor shall be entitled to suspend the Contract Works or any part thereof and the Client shall pay to the Contractor, in addition to the sum due, interest thereon calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8.2 The Contractor may not suspend the Contract Works under clause 8.1, without firstly giving to the Client a minimum of 7 days' notice of its intention to suspend the performance of its obligations under the Contract and the ground or grounds on which it intends to suspend performance. The Contractor may suspend performance of any or all of those obligations until payment in full is made.
8.3Where the Contractor exercises its right of suspension under clause 8.1, it shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by him as a result of the exercise of the right. Such as the cost of remobilisation, redeploying labour and extending his hire periods and preliminaries.
8.4Any period during which performance is suspended in pursuance of, or in consequence of, the right conferred by this clause shall be disregarded in computing for the purposes of any contractual time limit, the time taken by the Contractor in completing the Contract Works.
8.5 Where the contractual time limit is set by reference to a date rather than a period, the date shall be adjusted accordingly.

 

9. Retention of Title

All materials remain in the ownership of the Contractor until they are paid for in full and the Contractor reserves the right to recover, remove and re-sell any materials not paid for in full and the Contractor and its agents may enter the Client's premises for that purpose.   

 

10. Termination
10.1If the Client is (a) Insolvent; or (b) is in default of the terms of this Contract and, following notice in writing given by the Contractor to the Client specifying the default, continues such default for 7 days, then the Contractor shall be entitled to treat the Contract as terminated and to recover the Contract Sum as a debt.
10.2 The Contractor may terminate the Contract at any time and, upon termination the Contractor shall be entitled to recover from the Client any sums properly due and payable under the Contract.

 

11. Insurance
11.1 The Client shall insure all of his property on or adjacent to the Site against all normal risks including fire, lightning, explosion, storm, tempest, flood, earthquake, aircraft (or articles dropped or falling therefrom), riot and civil commotion. The Client shall also insure against damage to the Contract Works, all materials and equipment for incorporation into the Trade Contract Works from the time of delivery to the Site.
11.2 The Contractor shall effect and maintain a policy of comprehensive general liability insurance, with a policy limit of not less than £5,000,000 (five million pounds) for injury to or death of persons or loss of or damage to property.

 

12. Copyright
The copyright in all drawings reports specifications bills of quantities calculations and other similar documents provided by the Contractor in connection with the Contract Works shall remain the property of the Contractor.

 

13. Law and Jurisdiction
These conditions shall be interpreted in accordance with English law and the Client and the Contractor irrevocably submit to the non-exclusive jurisdiction of the English Courts.