WESTMINSTER BUILDING COMPANY LIMITED
TERMS AND CONDITIONS OF BUSINESS
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who orders the Services from the Supplier.
Order: the Customer’s written acceptance of the Supplier’s quotation pursuant to clause 3.1.
Services: the services supplied by the Supplier to the Customer.
Specification: the schedule of works agreed between the Supplier and the Customer and set out in our accompanying letter.
Supplier: Westminster Building Company Limited.
1 PERIOD OF ACCEPTANCE
1.1 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 days from its date of issue.
2.1 Our quotation has been based strictly on the Specification applicable to this project and the assumptions set out in our accompanying letter.
2.2 Should the Specification be varied, we reserve the right to amend our quotation.
3 BASIS OF CONTRACT
3.1 The Customer shall inform the Supplier in writing of their acceptance of the quotation.
3.2 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
3.3 The Order shall only be deemed to be accepted when:
2.1.1 the Supplier issues written acceptance of the Order;
2.1.2 the Supplier commences the Services; or
2.1.3 the Supplier acts in a manner reasonably consistent with deemed acceptance of the Order,
at which point and on which date the Contract shall come into existence.
3.4 Unless expressly agreed to the contrary, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in these Conditions or the Specification.
4 SUPPLY OF SERVICES
4.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
4.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed in writing with the Customer but any such dates shall be estimates only and time shall not be of the essence for the performance of the services.
4.3 The Supplier shall have the right to make any chances to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Custo0mer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5 CUSTOMERS OBLIGATIONS
5.1 The Customer shall:
5.1.1 ensure that the terms of the Order and the Specification are complete and accurate;
5.1.2 co-operate with the Supplier in all matters relating to the Services;
5.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
5.1.4 provide the Supplier with such information and materials as the Supplier may reasonable require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.5 prepare the Customer’s premises for the supply of the Services;
5.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
5.1.7 keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier’s Materials“) at the Customer’s premises in safe custody at its own risk, maintain the Supplier’s Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier’s Materials other than in accordance with the Supplier’s written instructions or authorisation.
5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default“):
5.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
5.2.2 the Supplier shall not be, liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 21 days after receipt of notice in writing to do so.
6.1 Valuations will be prepared after 14 days following the commencement of the works and every 14 days until the project has been completed. Following completion, an invoice will be raised for payment which will be due within 14 days.
6.2 Should the Customer fail to make any payment due to the Supplier under the Contract by the due date for payment, then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
6.2.1 cancel the Contract or suspend any further works on the project;
6.2.2 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank base rate from time but the Supplier reserves the right to rely on the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount; and/or
6.2.3 remove materials and/or labour and/or plant from site.
6.3 All amounts payable by the Customer under the Contract are unless otherwise specified exclusive of amounts in respect of value added tax (VAT) which shall always be charged at the applicable rate.
6.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7 TITLE & RISK
7.1 Risk in the materials and/or goods supplied to site shall pass to the Customer when the materials and/or goods are delivered.
7.2 The title in the materials and/or goods shall remain with the Supplier until the Customer pays all sums due to the Supplier whether in respect of this Contract or otherwise.
7.3 Until title passes, the Customer shall hold the materials and/or goods as fiduciary agent and bailee.
7.4 The Supplier shall be entitled at any time to recover any or all of the materials in the Customer’s possession to which the Supplier has title and for that purpose the Supplier, our employees or agents, may with such transport as is necessary, enter upon the site where the work has been carried out.
8.1 The Supplier reserves the right to extend the time to carry out the works, without penalty, time for completion will be extended for any of the following reasons:
8.1.1 changes to the Specification;
8.1.2 poor or bad weather;
8.1.3 delays caused by factors beyond our control; and
8.1.4 inability to secure labour or goods or materials.
9 DEFECTS LIABILITY PERIOD
9.1 We have based our quotation on a defects liability period of 6 months.
10 DESIGN LIABILTY
10.1 We have no liability to you whatsoever with respect to the design of the work as we shall carry out the work in accordance with the Specification and the drawings supplied by you and in accordance with these Conditions.
11 STATUTORY BODIES
11.1 We have no liability to you to ensure that the Specification and/or the drawings supplied by you comply with any or all statutory undertakings including in particular planning and/or building control. Any works which are needed to so comply will amount to a change to the Specification and may incur additional cost and/or time.
12.1 In the event that we have a dispute which we cannot amicably resolve, we agree that such a dispute shall be resolved by way of Adjudication under the Housing Grants, Construction and Regeneration Act 1996 and the Adjudicator shall be chosen by the RICS if we cannot agree upon their identity.
13 LIMITATION OF LIABILITY
13.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1:
13.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
13.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of our quotation.