Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.
References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
You (“The Client”) shall engage S B Roofing Limited (“SBR”) and SBR shall provide the Work as described in the Works Detail strictly in accordance with the resultant Contract and these Terms and Conditions (“Ts&Cs”).
Neither party shall assign or transfer any of their rights, liabilities or obligations arising under any resultant Contract without the prior written consent of the other Party.
A separate written document which shall contain details of the Work to be provided by SBR to the Client (“Works Detail”), the manner in which SBR shall provide the Work and the basis on which SBR shall be remunerated shall be also detailed in the Works Detail.
Term of Agreement
Any Contract will commence upon signature and will continue unless and until terminated:
as provided by these Ts&Cs; or
upon satisfactory completion of the Work agreed under the Works Detail or any extension or addition to the Work which is agreed in writing.
The Work Provided
SBR shall provide the Work to the Client as required and as mutually agreed with all due care, skill and ability and use his reasonable endeavours to promote the interests of the Client.
Any amendment, extension or addition to the Work must be agreed in writing.
The Client accepts that the Work shall be supplied on a reasonable endeavours basis and that unexpected issues not anticipated and not discoverable at the time of signature may affect the delivery of the Work and as such SBR shall not be liable for any loss, damage or expense suffered by the Client as a result of any delay in Work provision.
SBR shall use reasonable endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Client may require.
comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
ensure that all persons associated with SBR or other persons who are performing Work in connection with any resultant Contract comply with this Clause 4.5
Failure to comply with Clause 4.5 may result in the immediate termination of any resultant Contract
Payment for Work
Where SBR provides Work to the Client as mutually agreed he shall charge the Client the sum agreed in the Works Detail.
The Client shall settle all invoices which are raised against him by SBR strictly in accordance with the requirements of the Works Detail.
Where the Client is late in making payment SBR shall be entitled to recover from him all reasonable costs and expenses incurred in securing payment.
SBR reserve the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
Payment in full or in part of the fees claimed under Clause 7 or any expenses claimed under Clause 8 shall be without prejudice to any claims or rights of the Client against SBR in respect of the provision of the Work.
The Client shall provide SBR with such information, support, co-operation and facilities as may be necessary in order to provide the Work.
Where the Client has directed SBR to make purchases of goods and / or services as part of the project then the Client accepts full responsibility for the condition, suitability and fitness for purpose of the same. The Client acknowledges that any delay or cost increase resulting from such a directed purchase is the responsibility of the Client.
In the event of a directed purchase SBR reserves the right to levy an appropriate administration and handling charge. This is set at £150 (One Hundred and Fifty Pounds) but may vary according to circumstances.
Where the Client has purchased goods and / or services directly from a third party then the Client accepts full responsibility for the timely delivery, condition, suitability and fitness for purpose of the same. The Client acknowledges that any delay or cost increase resulting from such a purchase is the responsibility of the Client.
Without prejudice to Clause 3.1, either party may terminate any resultant Contract with immediate effect without notice if the other party
expressly or impliedly repudiates any resultant Contract by refusing or threatening to refuse to comply with any of the provisions of any resultant Contract; or
has a bankruptcy order made against him or is declared bankrupt, or compounds with his creditors or comes to any arrangements with any creditors.
Upon termination of any resultant Contract the following shall become immediately due:
Any and all outstanding invoices;
Any costs accrued up to termination date not already subject to invoice;
Any costs incurred by SBR upon termination of the Contract.
Any notice given to a party under or in connection with any Resultant Contract shall be in writing and shall be:
Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (if a company) or (in the case of an individual) his last known address; or
Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting;
This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Limitation of Liability
SBR shall not be responsible in any circumstances to the Client or any third party for any indirect or consequential or inconsequential or economic damage or loss, howsoever caused, whether as a result of negligence, misrepresentation, breach of contract or otherwise.
Nothing in the forgoing shall be read as restricting or limiting in any way SBR’s liability for death or personal injury.
The Client shall indemnify SBR against any loss or damage which results from the Client’s breach of any resultant Contract or failure to abide by any of its terms.
Both parties and the signatories to any resultant Contract warrant that they are authorised and permitted to enter into any resultant Contract and have obtained all necessary permissions and approvals.
Both parties warrant and undertake that they are not aware as at the date of any resultant Contract of anything within their reasonable control which might or will adversely affect their ability to fulfil the obligations under any resultant Contract.
Entire Agreement and Variation
Any resultant Contract constitutes the entire agreement between the parties. It supersedes and extinguishes any previous agreements, promises, assurances, warranties, representations and understandings between them, whether orally or in writing, relating to the subject matter.
Each party acknowledges that, in entering into any resultant Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in any resultant Contract. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
Any variation of any resultant Contract must be made in writing and signed by both SBR and the Client.
No exercise, or failure to exercise, or delay in exercising any right or remedy by either Party shall constitute a waiver by that party of that or any other right or remedy.
Any resultant Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with any resultant Contract or its subject matter or formation (including non-contractual disputes or claims).
If at any time any question, dispute or difference whatsoever shall arise as to the formation, meaning, operation, validity or effect of the agreement or the rights, duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of the agreement, either party can have disputes decided within 21 days by an adjudicator appointed under a scheme run by The Royal Institution of Chartered Surveyors (“RICS”), The Royal Institute of British Architects (“RIBA”) or the National Specialist Contractors Council (“NSCC”). This is as well as the right to go to court.
If any term or provision in any resultant Contract shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of any resultant Contract and the enforceability of the remainder of any resultant Contract shall not be affected.
Neither party shall be liable to the other for delays in performance attributable to acts, occurrences, events or illnesses beyond the reasonable control of such party.
The headings in these Terms and Conditions are for convenience only and are not intended to have any legal effect.
Third Party Rights
A person who is not a party to any resultant Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of any resultant Contract.