Trading Terms & Conditions
Means the person who contracts with the Contractor.
GVZ Glasshouses Ltd
20 Harwich Road
Essex CO7 7LT
Means the terms and conditions set out in this document and any special Terms and Conditions additionally agreed in writing by the Contractor.
Means the contract between the Contractor and the Client for the provision of contracted construction services.
1.5] “Contract Price”
Means the price under a Contract for the works / construction services provided, and will include, as appropriate and as specified – labour charges / parts / consumable materials / plant or equipment hire / surveys / travel and accommodation as may be agreed with the Client and applicable to the contract.
1.6] “Scope of Works”
Means details of the works / construction services to be provided by the Contractor to the Client.
1.7] “Schedule of Works”
Means key stages in the project such as site preparation, ground works, construction, installation of services, decorating, site clear- up and a time scale for the implementation of each stage.
1.8] “Construction Site Management Procedures”
Means the Contractor’s published Construction Site Management Procedures a current copy of which is issued to all clients by the Contractor prior to the commencement of work.
2] APPLICABLE CONDITIONS
These conditions shall apply to all contracts for construction undertaken by the Contractor to the exclusion of all other terms and conditions including any purported verbal variation thereof, whether by any agent or employee of the Contractor (subject to clause 2.6 below) and any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order, or similar document.
All orders for Construction Services shall be deemed to be an offer by the Client to purchase construction services subject to these conditions.
No contract for supply of construction services will be entered into unless the Clients has:
(a) Confirmed, in writing, prior to the intended contract date, the details set out in the “Scope of Works”.
(b) Returned to the Contractor the confirmation slip attached to the Contractor’s “Construction Site Management Procedures”.
Provision, by the Client to the contractor of the confirmation, set out above (s 2.3 (a)) together with the return of the confirmation slip (s 2.3 (b)) shall be deemed conclusive evidence of the client’s acceptance of the conditions for the Contracted services detailed in this document.
Any variation to these Conditions, or to the agreed “Scope of Works” (including any special terms and conditions agreed between to the parties) shall be inapplicable unless agreed in writing by the Contractor.
3] ADDITIONAL COSTS
If the Client fails to make available to the Contractor access to the construction site or sites as set out in the “Schedule of Works” the Contractor shall be entitled to charge the Client with the additional costs incurred as a result, without prejudice to any other remedy available to the Contractor.
4] OWNERSHIP AND RISK
Ownership of materials or equipment supplied as part of the Contract shall remain with the Contractor until all sums due from the Client under the Contract have been paid to the Contractor by the Client. Pending such payment the Contractor shall hold the materials or equipment as bailee and fiduciary for the Client and keep them separate and identified as the Client’s property.
In the event of non-payment, or the insolvency of the Client, the Client agrees to allow the Contractor to enter upon his land to recover materials or equipment to the net value of the amount outstanding on any account.
The Contractor will endeavour to ensure that goods (materials and parts) provided are of good quality and that appropriate skill and care is exercised by the Contractor in undertaking the works or services specified.
Subject to conditions 8 & 9 below, the Contractor warrants that the goods and services provided will comply with those specified in the Scope of Works, or in any agreed variation to the Scope of Works.
The Contractor does not accept liability for any breach of the warranty in condition 5.2 nor may the client reject any part of Scope of Works on any ground unless notification in writing of the nature of the claim is received by the Contractor immediately upon discovery by the Client.
The warranty in Condition 5.2 is in lieu of all and any other conditions, warranties or terms whether express or to be reasonably implied by statute, as to the nature and quality of the goods or services provided, their fitness for any particular purpose, or the Contractor’s methods of work and all such conditions warranties, and terms are hereby expressly excluded except as required pursuant to the terms of the Unfair Contract Terms Act 1979 (as amended).
The Client shall make available to the Contractor, as may be necessary, site plans to include the location of services and will indemnify the Contractor in respect of an damage, loss or personal injury arising from the disruption to services, as may be occasioned by the Contractor as direct or indirect consequence of a failure by the Client to adequately notify or identify any such service on the construction site owned, occupied or for the time being under the control of the Client.
In accepting the Contractor’s “Construction Site Management Procedures” the Client warrants that he will comply with the Client’s Operational Health, Safety and Welfare
responsibilities as identified in that document, and assist the Contractor to comply with the Contractor’s Operational Health, Safety and Welfare responsibilities, this in order that an appropriate joint strategy for the management of safety of staff, and those who may be affected by the construction activities, as defined in the “Scope of Works”, can be effectively managed, monitored and controlled.
The Contractor warrants that construction work will be undertaken according to the general procedures set out in the Contractors “Construction Site Management Procedures” and as may be confirmed in writing to the Client following a site Risk Assessment.
6] GOODS or SERVICES PROVISION PROVIDED BY THE CLIENT
Where, at the Client’s request, goods or services are provided by the Client in respect of the Scope of Works, the Contractor’s responsibilities shall be limited to such goods and services being provided, or carried out, in accordance with normal standards, and in accordance with the instructions (if any) given by the Supplier or Manufacturer of the goods in question.
The Contractor accepts no liability whatsoever for the suitability of the goods so provided, or for the skill and care of the services so provided by the Client, or for any damage direct, indirect or consequential, which may result therefrom.
7] LIMITATION OF LIABILITY
The Contractor shall not be liable for any loss of profit, or of Client Supply Contracts, or any other direct or indirect consequential or economic loss arising from the agreed “Scope of Works”.
The Contractor does not carry insurance cover for such liability.
8] FORCE MAJEURE
The Contractor shall not be responsible for non-performance of any of it’s obligations under the Contract caused by an Act of God, Action by any Government or Regulatory Authority, exceptional or inclement weather, industrial dispute, lockouts or other industrial action, breakdown of machinery, power failure, fire, flood or any other contingency beyond it’s reasonable control.
Should any of the Goods or Services specified under a contract be rendered unfit for delivery or installation by reason of any of the above the Contract shall be deemed to be discharged so far as it is related to the agreed Scope of Works.
Unless otherwise agreed between the Client and the Contractor (s 9.4.1 below) payment in full is due from the Client to the Contractor within 30 days of the date of the invoice.
Failure of the Client to provide payment by the due date will incur interest on the outstanding amount at a rate of 2% above the prevailing LIBOR rate, for each month or part of a month during which payment is overdue.
The Client shall not be entitled to withhold, reduce, or set off against the Contract Price any amounts on the grounds of any counterclaim whether arising under the Contract or otherwise.
Where a Contract specifies stage payments then these payments shall be made by the Client to the Contractor at the due date.
In such a circumstance as set out above (s.9.4.) “ Time of Payment” is to be considered an essential condition of the contract.
10] DISPUTE RESOLUTION
In the case of disputes arising out of the Contract, the parties will give due consideration to the resolution thereof by mediation through the Centre for Disputes Resolution, or other similar mutually agreed body.
Failing this any dispute shall be referred to a Sole Arbitrator in accordance with the Arbitration Act 1996, to be appointed in default of agreement by the President, for the Time being of the Chartered Institute of Arbitrators.
The award of the arbitrator shall be final and binding on both parties.
11] GOVERNING LAW
All questions arising out of or in connection with this Contract shall be governed by English Law.
The parties agree that if any provision of these Conditions is found to be unenforceable, and such provision shall fail, the remainder of the Contract and these Conditions shall remain in full force and effect.