Standard Terms & Conditions for Construction & Design Works
1. DEFINITIONS
In these Conditions:
“Client” means the person named as such in the contract;
“Completion Date” means the date on which the Works are completed;
“Contract” means the contract between the Client and the Contractor for the Works comprising these Terms & Conditions and any other documents
specified;
“Contractor” means Adref Construction Limited;
“Contract Price” means the price payable by the Client to the Contractor for the Works in accordance with the Contract;
“Works” means the works described in the contract.
2. CONTRACT FORMATION
Acceptance of the Contractor’s terms and conditions by the Client constitutes the contract for the Contractor to carry out the Works.
3. GENERAL OBLIGATIONS
3.1 The Contractor will exercise reasonable skill and care in the performance of the Works.
3.2 The Client will give the Contractor access to his premises as reasonably required by the Contractor to enable him to carry out the Works without interference by the Client or by other contractors of the Client.
3.3 The Client is responsible for obtaining any planning permission required for the Works. Unless otherwise agreed, the Contractor will be responsible for obtaining permits and licences needed in the course of the Works and the Client will give reasonable assistance as required by the Contractor. The cost of obtaining these permits and licences is included in the Contract Price unless otherwise stated.
3.4 The Contractor will take all steps to prevent or minimise health and Safety and/or environmental risks to our employees and sub-contractors, to the Client, the public and any visitors to the site.
3.5 Whilst the Contractor will endeavour to take full care and attention to the Clients property, they cannot be held responsible in the event that damage or loss occurs to any furniture or fixings left on site whilst construction work is underway.
3.6 The Contractor is not responsible for any errors or omissions in design or specification provided by the client or any third-party.
3.7 The Contractor will need to process your personal data in line with our Data Privacy Notice available on appendix 7.
3.8 If you do not wish to consent to the processing of your personal data, it is not a precondition of using our services. However, if we are required to process your personal data by virtue of any contract that exists between us we will make it clear when this applies.
3.9 You can withdraw consent for us to process your personal data at any time by emailing jones.luke1@outlook.com/harries.aled1@outlook.com, unless it is required by law; but please be aware it may impact on our ability to fulfil our contract with you. If this is the case, we will make this clear when it applies.
4. VARIATION
4.1 If the Client wishes to omit or vary any of the Works (or any design or materials) they must inform the Contractor in writing. The Contractor will then supply to the Client an estimate of the cost of the variation and the likely effect on the Contract period and Completion Date.
4.2 Unless the Client withdraws the request for a variation, the Contract Price will be adjusted in accordance with the Contractor’s estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the Works shall be agreed.
4.3 If a variation is agreed verbally, the Contractor will confirm it in writing within 3 working days.
4.4 The Contractor will notify the Client if any difficulties are encountered which could not have been reasonably foreseen and, in those circumstances, a fair and reasonable adjustment to the Contract Price and Completion Date will be made.
4.5 The Contractor reserves the right not to comply with any request for any variations made after certain stages of the build have been completed, these stages will be made clear in the Programme of Works
4.6 The Contractor reserves the right not to comply with any request for a variation which would increase the value of the Works by more than 25% of the original Contract Price.
4.7 A Change Confirmation Form will be used to document any agreed variations to the Contract.
5. CONTRACT PRICE & PAYMENT
5.1 The Contract price is set out in the Quotation, which includes details of the charges which Adref Construction Ltd will make for labour, materials and plant, preliminary charges as well as any taxes or additional costs or expenses or disbursements which Adref Construction Ltd may charge to the Client.
5.2 The intervals at which Adref Construction Ltd may invoice the Client in respect of the whole or an instalment of the contract price are set out in the Payment Schedule.
5.3 Notwithstanding 5.1 and 5.2 above, Adref Construction Ltd may vary the contract price from the amount set out in the Quotation where Adref Construction Ltd has provided services which are different or in addition to those set out in the Quotation either at the specific request of the Client or because Adref Construction Ltd has been required to complete additional work which was not anticipated at the time the Quotation was made, or because of market fluctuations in the price of materials.
5.4 The Client agrees:
a) Not to withhold any sums due to Adref Construction Ltd.
b) To settle all invoices raised by Adref Construction Ltd within 7 days of the date of the invoice.
c) To pay to Adref Construction Ltd interest at the statutory rate of interest under The Late Payment of Commercial Debts Regulations, from the due date until the date of actual payment, or 8% above the Bank of England base rate if the Act does not apply, on any payments which are not settled in accordance with section 5.4(b).
d) To pay to Adref Construction Ltd such costs and expenses as they may incur in recovering payment from the Client where the Client fails to make payment in accordance with these terms and conditions.
5.5 If the Client fails to pay any amount properly claimed, the Contractor may suspend all or any of his obligations under the Contract until the payment is received after giving at least 7 days ’notice to the Client of his intention to suspend with reasons. Any period of suspension will entitle the Contractor to any reasonable costs he incurs as well as an extension of time for completion of the Works.
5.6 If the Client is dissatisfied with any part of a payment notice, he/she must at least 5 days before the final date for payment give notice to the Contractor specifying the amount he/she considers to be payable and the basis on which that amount is calculated. The undisputed parts of the payment notice must be paid by the final date for payment and any disputed amount will be dealt with under clause 9 (Disputes). Except as stated in this clause, the Client has no right to withhold any money or set off any amount against a payment notice or invoice of the Contractor.
5.7 Prices are quoted exclusive of VAT, where VAT is chargeable and/or applicable this will be added as appropriate and payable by the Client. The Contractor will issue a valid VAT invoice or VAT receipt for each such amount.
5.8 The client agrees to pay in full any additional VAT (where applicable and/or chargeable) payments for the work undertaken by Adref Construction Limited, or sub-contractor of Adref Construction Limited, if determined necessary to do so by HMRC.
6. INSURANCE & LIABILITY
6.1 The Contractor shall take out and maintain the following insurances:
• Construction All Risks insurance for the full reinstatement value of the Works in the joint names of the Client and the Contractor (unless the Works are in an existing building, when clause 6.3 will apply).
- Public Liability Insurance for £2,500,000.
- Employer’s Liability Insurance.
6.2 The Contractor will provide the Client with details of the insurances upon request.
6.3 Where the Works are to be carried out in an existing building, the Client will be responsible for insurance of the Works with the Contractor named as co-insured and the Client will provide details of the insurance to the Contractor upon request.
7. DURATION, HANDOVER & DEFECTS LIABILITY
7.1 The proposed Commencement Date and Completion Date are as outlined above.
7.2 The Contractor will notify the Client within 5 working days of becoming aware of any event beyond their control which may prevent or delay completion of the Works by the Completion Date. The notice will specify the cause of the delay, the likely effect on the Completion Date and the Contractor’s proposals for dealing with the matter. The Completion Date will then be extended as agreed by the parties or, failing agreement, decided under clause 9. The Contractor acknowledges that they must take reasonable steps to mitigate or reduce any delay.
7.3 The Contractor will give the Client notice of their intention to hand over the Works on completion and will give the Client the opportunity to inspect the Works before handover. Any snagging or remedial works to be completed will be noted at this point and will then be subsequently signed off by the client using the Snagging and Remedial Works Sign-Off sheet; and the signed sheet returned to the Contractor. The timescale for notifying the Contractor of any snagging or remedial works will be highlighted to the Client within the programme of works. The Contractor will then confirm the final Completion Date to the Client. The Client will subsequently be required to sign the Project Completion form and return to the Contractor.
7.4 The Contractor will be responsible for remedying defects in the Works which appear within 12 months from the Completion Date and the Client must inform the Contractor as soon as they become aware of any defects for which the Contractor is responsible. Defects in design or materials supplied by the Client and defects attributable to fair wear and tear or to misuse or failure by the Client to comply with any operating or maintenance manuals will not be the responsibility of the Contractor.
7.5 In addition to the 12 month defect period above Adref Construction Ltd will cover the labour cost associated with removal and fitting of any defective product that fails within the first 24 months from building handover, originally forming part of the fixtures and fittings package and remains covered by a manufacturer’s warranty or guarantee.
7.6 Where equipment or materials used in the Works have the benefit of a manufacturer’s warranty, the Contractor will take steps to procure that the Client has the benefit of that warranty. The Contractor will not be liable for any defect in the equipment or materials except to the extent that this is due to the Contractor’s negligence.
7.7 Except for his liability to remedy any defects for which they are responsible and which are notified to them within 12 months of the Completion Date, the Contractor will have no liability to the Client, in contract or in tort, for any other direct, indirect or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit. However, liability for death or injury of individuals due to the Contractor’s negligence is unlimited.
7.8 The Contractor retains the right to use and reproduce any material arising from the works for promotion purposes. This includes, photographs of completed building projects, unless otherwise stated by the Client in writing during the building works.
8. TERMINATION
8.1 The Contractor may give notice to terminate the Contract if the Client fails to make any payment to the Contractor within 30 days of the payment date or commits any other material breach of the Contract.
8.2 The Client may give notice to terminate the Contract if the Contractor commits a material breach of the Contract and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing.
8.3 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.
8.4 The Client may give no less than 14 days ’written notice to end the contract, but must indemnify the Contractor against all costs, claims, losses, expenses incurred as a result of cancellation. Failure to indemnify will result in the Client being responsible for those costs etc.
8.5 Termination will not affect the accrued rights and liabilities of the parties at the termination date.
9. DISPUTES
9.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation; or with the agreement of a nominated agent
9.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator will be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.
9.3 Any dispute that is not resolved by negotiation or adjudication will be finally settled by the courts of England and Wales.
9.4 The Contract is governed by the laws of England and Wales.
10. MATERIALS
10.1 Where the Client provides materials to the Contractor free of charge, those materials shall remain the property of the Client and shall be used solely in connection with the Contract. Any materials surplus to requirements shall be returned to the Client or disposed of at the Client’s direction.
10.2 Client materials stored at the Client’s property shall be insured by the Client and if lost or damaged while in the custody of the Client shall be replaced or made good at the Client’s expense. Materials that are lost or damaged while in the custody of the Contractor shall be replaced or made good at the Contractor’s expense.
10.3 Where works are priced to include a mark-up for materials sourced and procured by Adref Construction Limited, and those materials are subsequently not used or the client chooses to source and/or procure materials themselves Adref Construction Limited may advise on the impact of the cost of the works, including an increased cost in other areas to compensate for the reduction in profit. Where there is a significant reduction in profit for the works the Contractor may advise that it is no longer viable for the works to proceed.
10.4 Any materials specifically ordered for the works remain the property of the Contractor until completion and final payment of the works.
10.5 The Contractor reserves the right to alter the specification of materials provided such alteration does not have a materially detrimental effect on the overall performance or integrity of the goods or services.
11 GENERAL
11.1 Notices. Every notice required under these Terms & Conditions shall be in writing and delivered by hand or sent by first class post to the address of the recipient.
11.2 Assignment. Neither party will assign any of his rights or obligations under the Contract without the prior written consent of the other.
11.3 Subcontracting. The Contractor will not sublet all of the Works, but he will be entitled to sublet parts of the Works. Subcontracting will not relieve the Contractor of his obligations under the Contract.
11.4 Employment. Without written approval from the Contractor, the Client shall not offer employment to any employee of the Contractor. Neither will the Client use the services of any employee, either independently or via a third party, for a period of 12 months following the end of any involvement by the employee concerned; with any contract with the Client. Breach of this condition will render the Client liable to pay liquidated damages equal to not less than 4 months employment costs for the employee, or employees concerned.
11.5 Entire Agreement. The documents comprised in the Contract including these Terms & Conditions constitute the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the Works.
11.6 Amendment. Any amendment to the terms of the Contract shall only be effective if it is in writing and signed by an authorised signatory of the Client and the Contractor.
11.7 No Reliance on Representations. The Client acknowledges that he has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract. However, nothing in this clause shall limit or exclude liability for fraud.
11.8 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision(s) which is legally enforceable.
11.9 Waiver. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of a breach constitute a waiver of that breach by the other party.
11.10 Intellectual Property. The exclusive property and copyright in all designs and documents produced by the Contractor in connection with the contract is fully reserved and remains the property of the Contractor and it is acknowledged that the contents of such documents are supplied to the buyer in confidence for the sole purpose of the contract. It is an express condition of the contract that the contents of such documents (or any part of them) shall not be used or communicated in any manner to any other person or company without the Contractors written consent; and shall not be used by the Client other than for the purposes of the contract.
11.11 Electronic Communication. During the performance of the contract the Contractor may wish to communicate electronically. Electronic transmission cannot be guaranteed to be secure or error free. The Contractor and the Client each agree therefore to use such reasonable procedures to check for viruses before sending information and encryption of data where possible; recognising that such procedures cannot guarantee transmissions will be error free.
11.12 Retention and Destruction. Whilst certain documents may legally belong to the client, unless otherwise notified the Contractor will destroy correspondence and other papers archived, electronically or in hard copy, which are more than 6 years old; other than documents the Contractor believes may be of continuing significance.
