Terms and Conditions
1. Definitions
(a) The “Company” shall mean Nationwide Specialist Projects Limited.
(b) The “Contract” shall mean the Works to be carried out by the Company for or on behalf of the Customer as set out in the offer.
(c) The “Offer” shall mean any estimate, tender or quotation as prepared and submitted by the Company.
(d) The “Works” shall mean the Works as detailed and described within the offer.
(e) The “Customer” shall mean the Company or individual who has invited the Company to submit an offer for the execution of the Works.
(f) The “Parties” shall mean Nationwide Specialist Projects Limited and the Customer.
2. Conditions; General
(a) All offers made, and all works undertaken are subject to the terms and conditions set out in this Agreement and no variations, modifications or alterations of such terms and conditions shall be made or implied unless expressly and specifically agreed by the Company in writing.
(b) Acceptance of the Offer by the Customer constitutes a contract for the Company to carry out the Works in accordance with these Conditions and all terms and conditions inconsistent or at variance with these Conditions are expressly excluded.
(c) The Company reserves the right to change its terms and conditions without notification, a copy of which will be available for inspection at its offices, or sent upon request.
3. Services to be Provided
(a) The Company will exercise reasonable skill and care in the performance of the Works and use reasonable endeavours to provide the Services to the Customer in accordance with the agreed scope of work and on the terms and conditions set out below.
(b) The Company will use reasonable endeavours to complete the Works within any agreed timescale. However, The Company will incur no liability to the Customer for delays caused by matters outside its reasonable control.
(c) Unless otherwise specified credit has been allowed for any materials that have been necessarily removed to allow the completion of the Works. These materials will be disposed of in any manner the Company decides to be appropriate.
(d) All offers are made subject to these terms and conditions. No Services shall be provided to the Customer until after acceptance of these terms and conditions by the Customer. Commencement of any work or any deliveries by the Company pursuant to or in respect of the Company’s services shall be deemed to be unconditional and legal acceptance by conduct by the Customer of these conditions.
4. The Customer’s Obligations
(a) The Customer agrees to provide access to the site and or premises at a date and time agreed between The Parties and to enable the Company to carry out the Works without let or hindrance and without interference by the Customer or by other contractors of the Customer. Failure to allow the Company access at the agreed date or time may result in cancellation charges being incurred. These may consist of the Customer being charged for abortive labour time and administration costs for rescheduling and reprogramming the Services and/or re stocking materials. In the event that the Company agrees to proceed with the Works, then the Company shall have an entitlement both to an extension time of their programme period in respect of such delay and to levy such charges as appropriate for recovery of loss and expense/disruption costs both direct and indirect incurred as a result of the delay to the progress and completion of their Works. The customer agrees that any charges imposed as a result of this condition are reasonable and within the contemplation of the Parties.
(b) The Customer confirms that any permissions required to undertake the Works including but not limited to any local authority’s requirements, planning permission (where required) building regulations etc have been obtained.
5. Prices
(a) All offers are exclusive of VAT. VAT and any other taxes, statutory or otherwise, as may be levied or became payable by the Company during the execution of these Works shall be recoverable and payable to the Company in addition to the sums due under this agreement.
(b) The Contract Price is stated in the Offer and it may be varied in accordance with these Conditions
(c) The Customer shall pay the Contract Price and any changes thereto in accordance with the payment terms set out within
the offer.
(d) The Company is entitled to increase the Price at any time before the Contract is accepted by the Customer to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Customer or any delay caused by the Customers failure to provide adequate information or instructions.
(e) Unless otherwise stated the Company’s offer is fully fluctuating and computed on the labour rates and materials and plant costs prevailing at the date of the offer. The Company reserve the right to recover any and all increases that may subsequently be incurred during the period of this agreement.
6. Payment
(a) The Company will issue the customer with a final invoice on completion of the Works. If the customer fails to pay any invoice by the final date for payment the Company reserves the right to charge the customer interest at a rate of 8% above the current base rate of the Bank of England compounded monthly.
(b) In the case of work taking more than fourteen (14) days to complete, interim applications for payment shall be made within five (5) days after the end of each month. The Customer within a further five (5) days shall issue to the Company a certificate showing the amount due and the final date for payment which shall be twenty (20) days from the date of the Company’s application.
(c) If the Customer believes he has an entitlement to withhold any money that has become due under the Contract he shall not less than ten (10) days before the final date for payment of that amount give notice to the Company to that effect specifying within the notice full details of each amount to be withheld and the valid reason for doing so.
(d) Thereafter if the customer fails to pay any application in full on or before the final date for payment then subject to the Company giving the Customer seven (7) days notice to pay, the Company shall suspend the performance of its obligations in respect of these Works until payment of all outstanding monies including all costs as incurred as at date of suspension, is received from the Customer. The Company further reserves the right to charge the Customer interest on all such outstanding monies in accordance with clause 6 (a) hereof.
7. Variations
(a) The prices quoted are calculated on information as provided by the Customer either in written, plan form, bill of quantities or orally and if in the event that information subsequently proves to be incorrect then such additional works shall adjusted and paid for pro-rata.
(b) In the event that the scope of the Works is changed or in any way altered by the Customer then such changes shall be deemed to be a variation and shall be dealt with as follows: i. The Company shall submit to the Customer a quotation which shall remain open for acceptance for five (5) days from date of quotation. The quotation shall comprise of the amount in value of the changed works, any adjustment to the time required for the completion of the works, the amount of any additional loss and expense and a fair and reasonable amount in respect of the cost of providing the quotation. ii. Unless the Customer withdraws his request for a variation when he receives the Company’s quotation the Contract Price shall be adjusted in accordance with the Company’s quotation (or as otherwise agreed between the Customer and the Company) and an appropriate extension of time for the completion of the works shall be agreed. iii. The Customer shall within the acceptance period notify the Company in writing of his acceptance. In the event of the Customers non acceptance then the works shall be valued as condition 7 (c) below. iv. The sum total of the ascertained value whether an addition or omission shall thereafter be taken full account of in the computation of the Company’s ascertained Final Account for the works as executed and provided by them to the Customer as covered within this agreement.
(c) In the event that such works are of an urgent nature then the works shall be executed on a cost plus basis. Such costs to be as defined within the current edition of the R.I.C.S/ECA Definition of Prime Cost of Dayworks with percentage additions as contained within the Company’s offer.
(d) The Company will notify the Customer if it encounters any difficulties, which it could not reasonably have foreseen when submitting the quotation and in these circumstances a fair and reasonable adjustment to the Contract Price and Contract period shall be made.
(e) The Company reserves the right not to comply with any requests for a variation which would increase the value of the Works by more than 25% of the original Contract Price.
(f) If a variation is made orally either the Company or the Customer will confirm it in writing within three (3) days.
8. Progress of the Works
The Company shall have no liability for any delay in carrying out or failure to carry out any of its obligations under this Agreement where such delay or failure is caused by adverse weather conditions, lightning, flooding, fire, strikes or other industrial action or dispute either directly or indirectly affecting its Works, including any such disputes as might occur between the Company and its employees. the use or threat of terrorism and or the activity of the relevant Authorities, including the imposition of any security measures, in dealing with such use or threat, acts of Government, default of Suppliers and or Subcontractors or any circumstances outside its reasonable control of the Company including also but not limited to any act or default by the Customer and the Customer’s subcontractors or agents.
9. Deliveries
(a) To be made only over good hard and practicable roads. If no such access is available then the responsibility for delivery will be that of the customer at his own cost.
(b) The customer is responsible for the unloading, hoisting and transporting the Company’s materials to within 10 metres of the place to where they are to be fixed and will be responsible for any expenses incurred in doing so unless otherwise stated.
(c) The customer is responsible for any breakage that occurs while the unloading, hoisting and transportation is carried out and will be charged accordingly.
(d) The customer is responsible for materials stacked on site until they are fixed and in the event of breakage or theft will be charged accordingly.
10. Materials on site
(a) Legal title and property in all materials and Goods supplied remain with the Company until fixed or paid for and until then they may be removed by the Company or its agent at any time. The Customer agrees that the Company shall have the right of access (with vehicles) for this purpose. The Customer is responsible for securing the materials on site and for ensuring that the name of the Company as owner of the materials is shown.
(b) Any excess materials left on site at the completion of work remain the property of the Company.
11. Retention of Title in Materials
Title to any equipment or materials installed or provided by the Company shall remain with the Company and shall not pass to Customer until all invoices relating to the Services have been paid in full including any accrued interest or legal costs incurred in obtaining payment.
12. Risk and Property
(a) Risk of damage to or loss of the materials and goods passes on delivery or, if the Customer fails to take delivery without good cause, at the time when delivery is tendered. Where materials and goods are held on consignment the Customer may be required to enter into an additional agreement.
(b) Title to and property in the material and goods does not pass to the Customer until the Company has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to the Company from the Customer. Until property in the material and goods passes to the Customer, it will hold these as the Company’s fiduciary agent and bailee and will keep them separate from its own and those of any other third parties, properly stored, protected, insured and identified as the Company’s property and the Customer will not pledge or charge the materials and goods by way of security or otherwise. Nationwide Specialist Projects Limited Standard Terms and Conditions of Trading
(c) Breach of any of the provisions of this Condition will result in all money owing by the Customer to the Company (without affecting any of the Company’s other rights or remedies) becoming immediately due and payable. The Company may, before property in the materials and goods passes, require the Customer to deliver up the materials and goods to it and, if the Customer fails to do so, may repossess them. The Customer grants the Company an irrevocable licence to enter, with or without vehicles, any of its premises for the purpose of inspecting or repossessing the materials and goods.
13. Insolvency of Purchaser
If the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), or an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the Customer, or the Customer ceases or threatens to cease to carry on business or the Company reasonably apprehends that any of the events mentioned in this Condition is about to occur (and notifies the Customer accordingly) then without affecting any of the Company’s other rights or remedies, the Company is entitled to cancel the Contract or suspend any further deliveries without incurring any liability. Additionally, if the materials and goods have been delivered but not paid for, the Price (plus VAT and other applicable charges) will become immediately due and payable despite any previous agreement or arrangements to the contrary.
14. Risk in Property and Materials
Any materials or property left at the customer’s premises during the provision of the Services will remain the property of the Company. The risk in the materials and property will transfer to the Customer once the materials and/or property is brought on to the customer’s premises and the Customer shall be legally liable for any loss or damage to the materials or property while on the Customer’s premises.
15. Health Safety and Welfare
(a) It is the Customer’s responsibility to provide a full working scaffold and ladders in accordance with current Health and Safety requirements unless provided by the Company as part of their quotation
(b) It is the Customer’s responsibility to ensure that the site where the Company’s employees will be working is secure, clear and safe. Whilst on the site the Customer and its employees must comply with any instructions as regards safety which are given by the Company.
(c) It is the Customer’s responsibility to supply all necessary mess and welfare facilities in accordance with health and safety requirements and to comply with the Company’s Health and Safety Manual.
16. Warranties
Plant, equipment and materials manufactured by third parties shall carry no less warranty than that offered by the manufacturers. Any refund or replacement is made entirely at the discretion of the Company. The Company do not warrant any plant, equipment or materials beyond the scope of any manufacturer’s warranty.
17. Guarantee
Any guarantee by the Company will be a guarantee only against faulty workmanship and materials and will not cover any claim or damages as a result of any other circumstances, and in particular storm damage.
18. Limitation of Liability for Economic Loss
In no circumstance shall the Company be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for i. Any special, indirect losses or consequential damages, ii. Any loss, including economic loss, or loss of profit, business, contracts, wages, salaries, or anticipated savings iii. Any increased costs or expenses arising directly or indirectly out of the provision of the Services, or of any error or defect therein, or of performance, non-performance or delayed performance by the Company of the Services.
19. Insurance
Insurance of existing structure and works
(a) Before works are commenced the Customer shall: i. Insure the existing structures together with the contents thereof for the full cost of reinstatement against loss or damage by fire, lightning, explosion, storm, tempest, flood, bursting or overflowing of water tanks, apparatus or pipes and such other risks as are normally insurable under a general buildings and contents policy. ii. Notify his insurers of his intention to have the works carried out. iii.Require the insurance to include the works together with all unfixed materials and goods intended for delivery to or placed on or adjacent to the works for their full reinstatement value against loss or damage by the perils listed in (i) above. iv. Have the interest of the Company as a joint insured party with the Customer recorded in the relevant policy or any rights of subrogation against the Company waived.
(b) The Customer shall produce such evidence of insurance as the Company may reasonably require that the obligation referred to in clause 17 (a) has been discharged.
20. Severability
If any term or provision of this agreement shall be held by any court to be illegal or unenforceable such term or provision shall to that extent be deemed severable and not form part of the agreement but the validity and enforceability of the remainder of the agreement shall not be affected.
21. Waiver
No delay, failure or omission to enforce any term or condition of this agreement or arises under the agreement or from a breach of the agreement shall be deemed to be a waiver of that term or condition or shall operate to prevent the exercise of such term or condition in the future.
22. Assignment
The Company reserve the right to subcontract or assign all or any of its obligations to the Customer at any time to any third party of its own choosing. Nationwide Specialist Projects Limited Standard Terms and Conditions of Trading.
23. Termination
(a) The Company shall terminate this agreement and the execution of the obligations contained therein in the event that the customer fails to make punctual payment of any sum payable to the Company under this agreement. In the event of such action being taken by the Company: i. The Company shall cease forthwith the provision of these services. ii. The Customer shall pay on demand all arrears of payments. iii. The Company shall charge interest on overdue amounts as provided by under condition 6(a) hereto.
24. Design and Reproduction
Drawings, photographs, part numbers, layout and style are considered property. Reproduction in whole or in part, strictly prohibited without permission.
25. Third Parties
Each Contract will only confer rights and benefits on the Customer and no third party will acquire any rights or benefits under the Contract or these Conditions.
26. Interpretation
The headings in this agreement are inserted for convenience only and shall not affect the construction or interpretation of this agreement.
27. Whole Agreement
The Customer acknowledges that this agreement contains the whole agreement between the Company and the Customer and that the Customer has not relied on any oral or written representation made to the Customer by the Company (or the Company’s agents or employees).
28. Adjudication
If at any time a dispute or difference in connection with the provision of these Services shall arise between the Parties this dispute shall be referred to adjudication under the Housing Grants, Construction and Regeneration Act 1996 Part II. Such adjudication to be carried out and processed in accordance with the provisions contained within the Scheme for Construction Contracts (England and Wales) Regulations 1998.
29. Governing Law
(a) This Agreement shall be governed by the law of England and Wales (b) Subject to clause 20 and 28 hereof any disputes arising in relation to this agreement, or the provision of the Services shall be subject to the exclusive jurisdiction of the English Courts.