SUPPLIER
Supplier Name: Stow Services Limited (Company Number: 9897626)
Supplier Office Address: 1 & 3 Kings Meadow, Osney Mead, Ferry Hinksey Road, Oxford, OX2 0DP
Supplier Registered Office Address: As Above
Phone/Email: 01865 922877 / theoffice@stowservices.com
1. Definitions and Interpretations
1.1 "Contract" means the contract between the Supplier and Client for the supply of the Works in accordance with these Terms and Conditions.
1.2 "Client" shall mean the person or organisation that orders the Works from the Supplier.
1.3 "Order" shall mean the formal acceptance of the Proposal by the Client.
1.4 "Products" shall mean all Products supplied by the Supplier in the course of this Contract as set out in the Proposal.
1.5 "Proposal" shall mean the written statement of the Works that the Supplier offers to the Client.
1.6 "Services" shall mean all Services supplied by the Supplier in the course of this Contract as set out in the Proposal.
1.7 "Supplier" shall mean the party contracted to provide the Works under this Contract.
1.8 "Terms and Conditions" shall mean this agreed written contract between the Supplier and the Client.
1.9 "Works" shall mean the work carried out as part of this Contract as set out in the Proposal at the location specified in the Proposal, including carrying out the Services and providing the Products.
2. Introduction
2.1 No addition, alteration, substitution or waiver of these Terms and Conditions will be valid unless expressly accepted in writing by the Supplier or a person authorised to sign on the Supplier's behalf.
3. Proposal
3.1 The Proposal given on or attached to these Terms and Conditions will only remain valid for a period of 14 days from its date of issue. The Proposal shall not constitute an offer.
3.2 Acknowledgment and acceptance of this Proposal is made by the Client placing an Order within the period specified in paragraph 3.1 above. The Order constitutes an offer by the Client to purchase the Works in accordance with these Terms and Conditions. The Proposal must be accepted by the Client in its entirety and without modification. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or instructs the Supplier to start the Works, at which point and on which date the Contract shall come into existence.
3.3 If there is any conflict or ambiguity between the terms of (1) the Terms and Conditions; (2) the Proposal; and (3) the Order, then a document higher in this list shall have priority over one contained in a document lower in this list.
3.4 The Supplier reserves the right to refuse or accept whole or part of any Order at its absolute discretion.
3.5 The Client agrees that these Terms and Conditions supersede and take precedence over any previous terms and conditions or contract submitted or referred to by the Client or which are implied by trade, custom, practice or course of dealing.
4. Products and Services Specification
4.1 The Works provided by the Supplier to the Client are those detailed in the Proposal sent to the Client.
4.2 If the Client wishes to vary any of the Works provided, the written consent of the Supplier must be obtained (which may be given at its absolute discretion). The Supplier must be informed in writing within 14 days of acceptance of the Order of any changes, alterations, reductions or cancellations.
4.3 The Supplier reserves the right to make additional charges for any agreed written variation to the Proposal sent to the Client.
4.4 Any samples, descriptions, promotional material, drawings or sketches provided by the Supplier or third parties are for illustrative purposes only and to provide an outline of what will be provided, they shall not form part of this Contract or have any contractual force. The Client is responsible for ensuring that any applicable specification is complete and accurate. The Client shall give the Supplier all necessary information that the Supplier reasonably requires in order to fulfil each Order.
4.5 The Supplier reserves the right to amend the specification (if any) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Works, and the Supplier shall notify the Client in any such event.
5. Price
5.1 The price for the Works provided in the Proposal is exclusive of Value Added Tax (VAT) which the Client shall be additionally liable to pay to the Supplier at the prevailing rate. Such other charges may apply.
5.2 If the price of the Works increases for any other reason between the date of the Contract and the date of completion, the Supplier will notify the Client of this and in any event the Supplier may invoice the Client at the prevailing rate at the time an invoice is submitted in accordance with clause 6.1.
5.3 The Supplier will charge a full day rate even in circumstances whereby only a part day labour has been required and/or needed.
5.4 For agreed price jobs whereby works are unable to be completed due to unforeseen circumstances are the responsibility of the Client, the Supplier reserves the right to charge the Client for the remaining work on a day rate basis.
5.5 The Client shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Client.
6. Title and Payment
6.1 The Client shall pay for the Services and the Products in accordance with this clause 6. Payment will be calculated on a time and materials basis or such other basis as set out in the Proposal.
6.2 The Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Works including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Works, and for the cost of any materials.
6.3 The Supplier shall submit to the Client an invoice for all or any part of the Services and/or Products (the "Invoice") at the relevant instalment dates or intervals set out in the Proposal. If instalment dates or intervals are not set out in the Proposal, they shall be every 7 days, beginning 5 working days from the date of the Contract.
6.4 The due date for payment of an Invoice submitted in accordance with clause 6.1 will be the same date as receipt of the Client of an Invoice (the "Due Date").
6.5 Payment of an Invoice submitted in accordance with clause 6.1 must be made to the Supplier no later than 7 days after the Due Date or such other longer period that may be specified in the Proposal (the "Final Date for Payment"). Payment shall be made to the bank account nominated in writing by the Supplier.
6.6 If the Client fails to make payment due to the Supplier under the Contract by the Final Date for Payment, then, without limiting the Supplier's remedies under clause 17:
- (a) the Client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the Final Date for Payment until actual payment of the overdue amount, whether before or after judgment; and
- (b)the Supplier may suspend delivery of the Products or the Services until payment has been made in full.
6.7 Furthermore the Supplier will claim all additional costs (including, but not limited to legal costs) incurred in obtaining payment from the Client where the Client is late paying the Supplier.
6.8 Title to the Products comprised in the Contract shall not pass to the Client until the Client has paid the full price for them. Furthermore, the Supplier reserves the right to sue for the price once payment becomes due notwithstanding that title may not have passed.
6.9 Until the title to the Products has passed to the Client, the Client shall store the Products separately from all other goods held by the Client so that they remain readily identifiable as the Supplier's property. The Client shall maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery. The Client irrevocably licences the Supplier, its officers, employees and agents, to enter any premises of the Client in order to satisfy itself that the Client is complying with the obligations in this clause 6.5 and to recover any Products in which title has not passed to the Client.
7. Delivery and Risk
7.1 The Supplier will begin delivering the Products and Services at the time and date specified in the Proposal. The Supplier reserves the right to vary the time and date, and shall inform the Client of any variation.
7.2 The start date for delivery of the Products and Services is an estimate only and is not guaranteed by the Supplier. The start date shall not be of the essence in this Contract.
7.3 Whereas the Supplier will endeavour to ensure compliance with any delivery and/or performance times and dates given, such times and dates are an estimate only and time shall not be of the essence for the performance of the Services or the supply of Products. The Supplier shall not be liable for any costs; damages or losses caused either directly or indirectly by any delay in delivering the Products and Services to the Client.
7.4 Unless otherwise stated in the Proposal, the price quoted includes delivery to the address specified in the Proposal.
7.5 Risk in the Products comprised shall pass to the Client on completion of unloading the Products at the delivery address specified in the Proposal.
8. Inspection
8.1 The Client shall inspect all Products on delivery and notify the Supplier in writing within 24 hours of any damage or defects. The Supplier shall, at its option, repair or replace any Products that are found to be defective, or refund the price of the defective Products in full.
9. Supplier Obligations
9.1 The Supplier will carry out all Works in accordance with the Proposal and subsequent Order.
9.2 The Supplier shall take reasonable steps to cover and protect all surfaces in the Works area that are not subject to the Works and minimise the amount of dropped materials, fumes or dust caused by the Works. The Client accepts that there will be no compensation (financial or otherwise) for any damage caused to properties (internally or externally) as a result of the Works.
9.3 The Supplier may where necessary subcontract parts of the Works to suitably qualified subcontractors without the consent of the Client.
9.4 The Supplier will comply with all relevant health and safety regulations, including (but not limited to) site safety and personal safety of employees, contractors and visitors.
9.5 The Supplier will at all times hold appropriate and valid insurance, including public liability insurance.
9.6 The Supplier warrants to the Customer that the Works will be provided using reasonable care and skill. The Supplier may at any time refuse or withdraw direct access to the Works where required for health and safety reasons.
9.7 If during the Works any issues are found that require additional time or materials and this causes an increase in costs, the Supplier will send the Client a further Proposal giving details of the extra costs and will only proceed with the Works once the Client's written acceptance has been received.
10. Client Obligations
10.1 The Client will ensure that the terms of the Proposal and any information it provides in its specification (if any) and the Order are complete and accurate.
10.2 The Client will permit the Supplier, its employees, agents, consultants and subcontractors access to the Client's premises and other facilities as reasonably required by the Supplier during normal working hours to undertake the Works.
10.3 The Client will remove all items necessary to allow the Supplier to commence the Works and cover and protect all fixtures and fittings, which cannot be removed.
10.4 The Client will obtain all consents, licenses and permissions from landlords, local authorities and others, which are required before the Works can commence and in a timely manner so as not to delay the Works.
10.5 The Client will co-operate with the Supplier in all matters relating to the Works and shall only access the immediate area of the Works with the Supplier's express permission.
10.6 If the Client does access the Works they (and any third party under their control) shall observe all relevant health and safety regulations and follow the advice and directions of the Supplier at all times.
10.7 The Client shall ensure proper ventilation and where required heating or cooling.
10.8 The Client shall ensure that the Works area is not used and that furniture and other items are not placed in the Works area until the Works are completed.
10.9 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"):
- a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Works until the Client remedies the Client Default, and to rely on the Client Default to relive it from the performance of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of its obligations;
- b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 10.9;
- c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default; and
- d) the Supplier will be entitled to charge the Client for all and any delay caused or contributed to by a Client Default. Circumstances could include being held up by other tradesmen on the project, poor project management, being told the site is ready when it is not. The cost of delay is the agreed day rate for each operative for each day the project is held up.
10.10 The Client will keep all materials, equipment, documents and other property of the Supplier ("Supplier Materials") at the Client's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
11. Warranties and Guarantees
11.1 The Supplier warrants that the Works will be carried out using all reasonable skill and care.
11.2 With the exception of settlement defects, the Supplier guarantees the Products and Services provided for one month after completion of the Works.
11.3 If the Products and Services provided by the Supplier are found to be defective, the Client must give notice in writing to the Supplier during the guarantee period at clause 11.2. The Supplier shall at their discretion re-perform, repair or reinstall the Products and Services or refund all or part of the monies paid by the Client.
11.4 The Supplier shall not be liable for any damage or defective Products if:
- a) the Client makes any further use of such Products after giving notice in accordance with clause 8.1 and/or clause 11.3;
- b) the defect arises because the Client failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
- c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Client;
- d) the Client alters or repairs such Products without the consent of the Supplier; or
- e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
11.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
12. Limitations and exclusions of liability
12.1 The Supplier does not exclude liability for death or personal injury.
12.2 The Supplier shall not be liable for any indirect loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.3 The Supplier shall not under any circumstances be liable for any indirect or consequential loss howsoever caused whether by negligence, breach of contract, misrepresentation or otherwise.
12.4 The Supplier or the Supplier's insurers shall not be liable or investigate any claim for loss unless the Client provides written notice within 7 days of its occurrence and gives the Supplier or the Supplier's insurer every facility to investigate such occurrence.
12.5 The Supplier shall not be liable to the Client for damage caused by the Client or any third party failing to follow instructions given by the Supplier.
12.6 The Supplier's total liability to the Client for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid and/or payable by the Client under this Contract. Nothing in this Contract shall limit or exclude the Supplier's liability for death, personal injury, fraud or fraudulent misrepresentation.
12.7 Should the Supplier fail to perform the Works in accordance with the Contract the Client shall only be entitled to recover that amount which it would be just and equitable to recover from the Supplier based on all parties contributing the same percentage of responsibility as their respective responsibility in causing the event or events which led to the Client suffering the damage, loss, expense or cost incurred.
13. Copyright
13.1 The copyright in any materials produced by the Supplier in connection with the Works shall be owned by the Supplier.
13.2 Subject to receipt of payment of all sums due under this Contract, the Supplier grants to the Client, a non-exclusive, royalty free licence during the term of the Contract to copy and use any materials produced by the Supplier in connection with the Works for the purpose of receiving and using the Works only. The Client shall not sub-licence, assign or otherwise transfer the rights granted in this clause. The Supplier reserves the right to revoke this licence for any period or periods during which any monies payable to the Supplier under this Contract are outstanding.
13.3 To the extent that Products are to be manufactured in accordance with a specification supplied by the Client, the Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the specification. This clause 13.3 shall survive termination of the Contract.
14. Indemnities
14.1 The Supplier undertakes to indemnify and hold the Client harmless against all claims, proceedings, costs, expenses, damages and fines arising from the Supplier's negligent performance, breach or failure to perform its obligations under these Terms and Conditions.
14.2 The Client will indemnify the Supplier against all claims, costs, damages or fines the Supplier may incur arising from the Client's breach of its obligations under these Terms and Conditions.
15. Complaints
15.1 If the Client has an enquiry or complaint regarding the Products and Services provided by the Supplier the relevant parties within the Supplier should be contacted in writing no longer than 7 days after the completion of work.
15.2 The Client will give the supplier 21 days to rectify the complaint.
Under no circumstances is it acceptable to deduct any cost of service due to a complaint.
16. Adjudication
16.1 Where the parties to this Contract are in dispute for a period of more than 30 (thirty) days and cannot resolve the dispute either party may refer the dispute to adjudication as detailed below.
16.2 The parties to this Contract agree that in the event of an unresolved dispute being referred to them. The Client or Contractor may refer any dispute to adjudication to be determined under the Scheme for Construction Act Regulations 1996.
16.3 The party referring the dispute to the Adjudication shall inform the other party in writing at the same time as referring the dispute.
16.4 Both parties will continue to operate and honour the terms of this Contract while the adjudication process is ongoing.
16.5 The decision of the Adjudicatory is final and binding on the parties unless the decision is overruled in further adjudication or in a court of law.
16.6 The Adjudicator will also decide on the adjudication costs to be borne by the parties.
17. Cancellation
17.1 The Client may cancel the Order by giving the Supplier written notice of cancellation within 7 days of the Order having been made.
17.2 Where the Client has exercised its right to cancel in accordance with clause 17.1:
- a) the Supplier reserves the right to charge the Client 25% of the total project cost as a cancellation fee.
- b) in the situation of the Client having paid in advance, the Supplier will refund any balance owed to the Client within 30 days without any further retention.
17.3 If the Client does not notify the Supplier within the time period stated in paragraph 17.1, the Client is liable for the total cost of the project.
17.4 In circumstances whereby it is necessary for the Supplier to cancel the Contract the Supplier will give the Client at least 24 hours' notice. The Supplier is not liable for any losses incurred by the Client having to withdraw.
18. Termination
18.1 The Client may terminate this Contract in the event that the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 60 days of the Supplier being notified in writing to do so.
18.2 This Contract may be terminated by the Supplier in the event that:
- a) The Client takes any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring).
- b) The Client's financial position deteriorates to such an extent that in the Supplier's opinion the Client's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. The Client is unable to pay or has no reasonable prospect of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986; or has a receiver appointed to administer any of its property or assets; or ceases or threatens to cease to carry on business; or makes any voluntary agreement or enters into a compromise for the benefit of its creditors.
- c) The Client fails to make payment in accordance with the terms of this Contract.
- d) The Client commits a serious, grave or material breach or persistent breaches of this Contract including non-performance, default or neglect of its duties, responsibilities and obligations under this Contract.
- e) The Client refuses to provide an environment that adheres to current Health & Safety guidelines.
18.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Works under the Contract or any other contract between the Client and the Supplier if the Client fails to pay any amount due under the Contract on the Final Date for Payment, the Client becomes subject to any of the events listed in clause 18.2, or the Supplier reasonably believes that the Client is about to become subject to any of them.
18.4 Any termination or suspension of this Contract shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Contract which are by their construction intended to survive such termination.
18.5 On termination of the Contract:
- a) the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Works supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
- b) the Client shall return all of the Supplier Materials and Products which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and
- c) termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the Supplier that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
19. Notices
19.1 Any notice given by either of the parties under this Contract shall be served on the other party and addressed to that party's signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or facsimile transmission to the receiving party.
19.2 Any such notice shall be deemed to be effectively served as follows:
- a) In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
- b) In the case of service by email, or facsimile transmission on the next working day.
20. Force Majeure
20.1 Neither party shall be liable for delay or failure to perform any obligation under this Contract if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil disorder, notifiable diseases or industrial disputes. If such delay or failure continues for a period of at least sixty (60) days the party not subject to the force majeure shall be entitled to terminate this Contract by written notice to the other.
21. Waiver
21.1 Failure by either party to enforce any accrued rights under this Contract is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
22. Assignment
22.1 Neither party may assign their rights under this Contract without the prior consent in writing of the other party.
23. Severance
23.1 The paragraphs, sub paragraphs and clauses of this Contract shall be read and construed independently of each other. Should any part of this Contract or its paragraphs, sub paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub paragraphs and clauses.
24. Entire Agreement
24.1 This Contract sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreement between the parties. Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
25. Jurisdiction
25.1 These terms and conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
26. Third Party Rights
26.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.