Data Privacy Laws:
all applicable data protection and privacy legislation in force from time to time in the United Kingdom including without limitation the UK GDPR; Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including without limitation, the privacy of electronic communications) .

Defaulting Party
Means the party who has committed the breach pursuant to clause 16.2 or is Insolvent pursuant to clause 16.3.

Delay Event
Any event which is stated to be a Delay Event in these Terms and Conditions.

Deliver/ Delivery/ Delivered:
completion of delivery of Goods by the Contractor or the collection of Goods by the Client in accordance with clause 9.2 these terms and conditions.

Delivery Date(s):
the date(s) specified for Delivery of the Goods in the Order or any extension of the same in accordance with clause 14.2

Delivery Location:
the location specified for Delivery of the Goods in the Order or if none is specified the Site.

Deposit
as set out in the Order

Documents:
all documents, products, samples, mock-ups, test certificates, surveys and materials developed by the Contractor or its agents, subcontractors and employees as part of or in relation to the Goods and Works in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications, manuals and reports (including drafts).

Dutyholder:
means the Building Regulations Principal Designer, the Building Regulations Principal Contractor, the Client and any other designers or contractors and any replacement thereof to whom Part 2A of the Building Regulations 2010 applies in respect of the Main Contract Works and/or the Goods and Works.

Funder:

A funder providing finance for the carrying out of works in the Site which include the provision of the Goods and/or Works and which requires a collateral warranty from the Contractor pursuant to the terms of the facility agreement between the Client and the Funder.

Goods:
any materials, joinery, furniture, equipment, artwork of any form or other goods described in the Order to be purchased by the Client from the Contractor (including any part or parts of them). If the Contractor is to design the Goods (as part of the Works) then these Goods will be more particularly described in any Documents provided by the Contractor when designing the Goods.

Insolvent:
a party is insolvent if:
1. it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

2. it commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise, composition or arrangement in satisfaction of its debts (excluding a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction;

3. (in the case of a company) an order is made sanctioning a compromise or arrangement pursuant to Part 26A of the Companies Act 2006 with respect to it;

4. (in the case of a company) a moratorium pursuant to Part A1 of the Insolvency Act 1986 comes into force with respect to it; or

5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with its winding up (being a company) other than for the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction or being a company the passing of a resolution for voluntary winding-up without a declaration of solvency under section 89 of that Act or the making of a winding-up order under section 89 of that Act; or being a partnership a winding-up petition is brought or an order made against it under any provision of the Insolvency Act 1986 as applied by an order under section 420 of that Act;

6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over it (being a company) or when it enters administration within the meaning of Schedule B1 to the Insolvency Act 1986;

7. the holder of a qualifying floating charge over its assets (being a company) has become entitled to appoint or has appointed an administrative receiver or (a being company there is the appointment of an administrative receiver or a receiver or manager of its property under Chapter I of Part III of that Act, or the appointment of a receiver under Chapter II of that Part); or

8. a person becomes entitled to appoint a receiver over all or any of its assets or a receiver is appointed over all or any of its assets

9. being an individual, it is the subject of a bankruptcy petition or order;

10. being an individual, on the sequestration of their estate under the Bankruptcy (Scotland) Act 2016 or when they grant a trust deed for their creditors; or being a partnership a sequestration is awarded on the estate of the partnership under section 22 of the Bankruptcy (Scotland) Act 2016 or the partnership grants a trust deed for its creditors

11. a creditor or encumbrancer of it attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within ten Business Days;

12. any event occurs, or proceeding is taken, with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in items 1 to 11 of this definition and in the case of a partnership each partner is the subject of any event or proceeding referred to above; or

13. it suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Intellectual Property Rights:
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Liquidated Damages
Being those damages as set out in the Order payable for the period of delay as set out in the Order and pursuant to clause 14.5.

Main Contractor:
The party named in the Order.
Main Contract Works:
those parts of the building works being carried out on the Site by a Main Contractor (who is not the Contractor) and which are more particularly described in the Order.

Order:
The document headed “Order” which refers to these terms and conditions as “Terms and Conditions” and it includes any Annexes, Schedules and documents attached to or referred to in the Order.

Practical Completion
When all Goods and/or Works are practically complete and if the Annexes set out any particular requirements to satisfy practical completion when those requirements are met, there may be minor snagging defects at the point of practical completion.

Personal Data:
means any personal data as defined under Data Privacy Laws.

Processing, processes, processed, process:
any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third-parties.

Price:
the price of the Goods and/or the Works as set out in the Order.

Pricing Schedule:
the schedule of prices for Goods and /or Works set out in an Annex 4 attached to the Order.
Rectification Period
6 months after Practical Completion or the date on which the Contractor has rectified all defects which were notified within 6 months of Practical Completion (whichever is later).

Relevant Requirements:
has the meaning given to it in the Building Safety Laws.
Retention
has the meaning given to it in clause 12.10
Serious Misconduct:
As defined in the Building Safety Laws.

SAR:
means a written request made by or on behalf of an individual for the information they are entitled to ask for under the Data Privacy Laws.

Works:
the Works the Contractor agrees to provide to the Client pursuant to or in connection with any Goods to be supplied which may include design Works where the Contractor designs the Goods or part of the Goods and which may include installation of the Goods in the building on Site or in, on or as a part of the Main Contract Works (whichever is applicable) or may include decorating works such as painting and mural painting.

Site:
the land and any building or structure situated on the land in/on/to which the Goods will be installed/ reside and in/on which the Works will be carried out which is more particularly described in the Order.
Specification
Means the description of the Goods and/or Works set out in Annex 2 and Annex 3

Statutory Requirements:
any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Goods and/or Works or performance of any obligations under this Contract, and any regulation or bye-law of any person which has any jurisdiction with regard to the Goods and/or the Works or with whose systems they are, or are to be connected SAVE THAT this definition will not include any planning permission, planning conditions, planning agreement and the requirements of any statutory undertakers, and any third party agreements.

UK GDPR:
has the meaning given in section 3(10) as supplemented by section 205(4) of the Data Protection Act 2018.

Variation:
A change in the design, quality or quantity of the Goods and/or Works including but not limited to:
* the addition or omission of any Goods and/or Works; and
* the alteration of the kind, or standard of any Goods and/or Works and
* the removal from the Site of any Goods Delivered or Works executed save where the Goods and/or Works were not in accordance with this Contract; and
* a change in the access to the Site or any part of it, a change to working space, or working hours; and
* a change to the order of the carrying out of installation works on Site in any specific order.

2.2. In these Conditions:

2.2.1. Any defined terms which have capitalised first letters which are not as defined in clause 2.1 have the meaning as set out in the Order.

2.2.2. Where the context admits, the singular includes the plural and vice versa and any gender includes any other gender.

2.2.3. Any reference to any enactment includes any subordinate legislation made under that enactment and any statutory consolidation, re-enactment, amendment or replacement of that enactment.

2.2.4. Any reference to a person or persons includes any firm and any entity having legal capacity.

2.2.5. Any reference to a party’s consent or approval or acceptance being required is to a consent or approval or acceptance in writing, which must be obtained before the relevant action is taken or event occurs.

2.2.6. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.2.7. A reference to writing or written includes email.

2.2.8. Unless the terms and conditions expressly provides otherwise, a reference to the Site, the Main Contract Works, the Goods or the Works is to the whole and any part of them.

2.2.9. Any words following the terms including, include, in particular, for example or any similar expression are to be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.2.10. Nothing in any descriptive schedule or similar document issued in connection with and for use in providing the Goods and/or Works shall impose any obligation beyond those imposed by the documents attached to the Annexes to the Terms and Conditions or Order;

2.2.11. Where any act is required to be done within a specified number of days after or from a specified date or event, the period shall begin immediately after that date and a public holiday in England will not be counted as a day.

3. Acceptance

3.1. This Contract constitutes the entire agreement between the parties with regard to manufacture and/or supply of the Goods and/or the carrying out and completion of the Works to the exclusion of all other terms and conditions, including any other terms and conditions which the Client may purport to apply under any acknowledgement or other condition of acceptance of the Contract that the Client may purport to make. The Client agrees that it shall not during the term of the Contract allege or assert that its own terms and conditions apply to any Goods and/or Works provided by the

Contractor to the Client.

3.2. The terms of this Contract shall not be amended unless the amended terms are recorded in writing and signed by both parties.

3.3. The terms of this Contract shall be deemed to be accepted on the earlier of:

3.3.1. the Client expressly giving notice of acceptance in writing;

3.3.2. any act by the Contractor or Client consistent with fulfilling the Contract including commencement of manufacture of the Goods and/or commencing the Works (in whole or in part).

3.4. The rights and remedies provided by this Contract are cumulative and (save where otherwise provided in these terms and conditions) are not exclusive of any rights or remedies provided by law. Either party’s rights under this Contract shall be in addition to rights either party may have in statue, common law or otherwise.

3.5. All of these Terms and Conditions shall apply to the supply of both Goods and/or (where applicable) the Works except where the application to one or the other is specified.

4. Delivery Dates and Approvals

4.1. The Contractor shall supply Goods and shall perform the Works in a proper and workmanlike manner in accordance with the terms of this Contract and in compliance with the Specification and Statutory Requirements.

4.2. If the Client has requirements in relation to the Goods and/or Works and they are set out in the Specification, the responsibility for these Client’s Requirements meeting Statutory Requirements shall lie with the Client and the Contractor shall not be responsible if the Goods and/or Works which are provided to meet the Client’s Requirements do not meet Statutory Requirements.

4.3. The Delivery Date(s) and Delivery Location for the Goods is set out in the Order.

4.4. The Client may at any time amend the Specification so that the Goods and/or Works provided have to be re-done (as opposed to amended) or may cancel the order of the Goods and/or Works and both events will be deemed to be a cancellation of the original Contract. This is different to a Variation because the amendment to the Goods and/or Works means that the Goods and/or Works carried out at the time of the Client’s instruction have to be aborted. Upon cancellation, the Client will pay the Contractor the value of the Goods manufactured (even if not yet Delivered) or Works provided up to the date of the cancellation plus all irrevocable costs incurred by the Contractor in relation to the Goods and/or the Works and all loss and/or expense incurred by the Contractor which is caused by the cancellation. Such irrevocable costs may include the cost of accommodation and travelling costs for personnel carrying out the Works. If the Client wants alternative Goods and/or Works in lieu of the cancelled Goods and Works these will be provided after a revised Price for the alternative Goods and Works are agreed by the Client and any delay between cancellation of the Contract and the agreement of the revised Scope and Price shall be treated as a Delay Event.

4.5. If the Contractor is prevented from Delivering the Goods on the Delivery Date or at the Delivery Location, the Contractor will charge the cost of re-delivery and any storage costs until re-delivery as well as additional insurance costs to the Client as a Variation.

4.6. If the Client is required to collect the Goods by the Delivery Date and the Client fails to collect the Goods at the Delivery Date, the Client will be charged storage costs for storing the Goods until such time as the Goods are collected and will be charged additional transportation costs for moving the Goods from the Delivery Location to the storage facility.

4.7. The Contractor cannot commence manufacture of the Goods until all necessary instructions are provided by the Client regarding the specification of the Goods and may not be able to commence the Works unless information is provided by the Client. If the Client is late in providing such instructions or information or drawing by a date set out in this Contract or advised in writing by the Contractor, such delay will be a Delay Event. With regard to the late information, drawing or instructions the delay is likely to cause the Contractor to miss the production slot booked in the workshop for the manufacture of the Goods and so any delay will cause delay until the next available production slot. In that event the Delay Event will begin from the date of the original production slot to the date of the revised production slot. The Contractor cannot guarantee that the delay due to the missed production slot will not be significant.

4.8. If the Client is required to approve a design, sample or mock-up of the Goods prior to the manufacture then such approval in writing must be provided within 1 week of receipt of the design, sample or mock-up or by the periods for such approval included in the Contract. If such approvals, (or full comments on items not approved) are not provided by the Client within 1 week of receiving a request or the design, sample or mock-up, then any delay in approving the design, sample or mock-up beyond 1 week is a Delay Event which begins on the expiry of the week and continues until the final approval is received.

5. Quality and Fitness for Purpose of Goods

5.1. The Contractor warrants that the Goods shall:

5.1.1. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 and the Supply of Goods and Works Act 1982 as amended);

5.1.2. conform in all respects with the particulars and description specified in the Contract and as specified or indicated in any samples, mock-ups, specifications, drawings, or other descriptions provided by the Contractor and approved by the Client save that the Contractor does not warrant an exact match to a sample or mock up if a material provided is a natural material because natural materials are never consistent in colour and appearance. Further, the Contractor does not warrant that a sample colour or texture will be identical to the colour or texture of the Goods as shown in Documents, examples or samples, there may be slight differences depending on the nature of the materials. The Client agrees that the Contractor shall use its discretion when designing and procuring such materials and may make decisions on the choice of the same without further reference to the Client;

5.1.3. comply with Statutory Requirements;

5.1.4. in all respects be fit for the purpose as set out in the expressly or by implication in the Contract;

5.1.5. meet any Building Regulations which may apply to the Goods.

5.2. The Client may arrange to visit the Contractor’s premises at any reasonable time before Delivery to inspect the Goods.

5.3. The Contractor shall insure the Goods until they are Delivered. Thereafter the Goods are insured under the All-Risks Policy.

5.4. If the Contractor is not installing the Goods, then the Contractor shall provide details of the manufacturer’s requirements for the installation of all Goods. If the Contractor is installing Goods manufactured by others, the Contractor may request written approval from the manufacturer for an alternative method of installation from the manufacturer’s requirements is compliant with the Goods. The Contractor shall use all reasonable endeavours to obtain such confirmation from the manufacturer within 5 Business Days of receipt of such a request but cannot be responsible for delay from the manufacturer in responding and any such delay will be a Delay Event.

5.5. If there is any conflict or ambiguity in the Specification, then the Contractor shall determine which standard or specification shall apply.

6. Obligations regarding Works

6.1. If the Order sets out that Works are required to be provided by the Contractor in relation to the Goods, then this clause 6 and all other clauses referencing Works shall apply.

6.2. The Contractor warrants and represents to the Client that:

6.2.1. the Contractor shall exercise the reasonable skill and care expected of a competent member of its profession experienced in carrying out Works similar to the Works and in connection with the design of goods and building works of similar size, scope, nature, timescale and complexity to the Goods and/or Works;

6.2.2. no term of this Contract shall result in a fitness for purpose obligation on the part of the Contractor when carrying out any design or providing any Works;

6.2.3. the Works will be performed by appropriately qualified and trained persons in a good and workmanlike manner;

6.2.4. when providing the Works, the Contractor shall use the level of skill and care in clause 6.2.1 to see that the design of the Goods is such that the Goods meet the Specification.

6.3. The Contractor shall provide all equipment, tools and vehicles and such other items as are required to provide the Works save where attendances are to be provided by the Main Contractor as more particularly specified in the Order.

6.4. The Contractor shall co-ordinate the design of the Goods, the method of installation, attaching or fitting the Goods, and compatibility of the completed Goods with the rest of the Works and if applicable, the Site. However, the Contractor shall only co-ordinate with information provided by the Client. The Client shall provide the Contractor all information related to the Site or Main Contract Works (if applicable) that affects the supply of Goods or provision of Works. In particular, the Client shall provide any surveys, designs or as built information regarding the parts of the Site or Main Contract Works onto which the Goods are to be installed or in respect of which the Works are to be carried out. The Contractor shall have no obligation to co-ordinate with Main Contract Works or conditions on Site that are not described in this Contract or provided to the Contractor by the Client. Any information provided by the Client after the date of execution of this Contract shall be treated as a Variation if it necessitates a change to the Goods and/or Works.

6.5. The Contractor shall observe all health and safety rules and regulations and any other security requirements that apply to the Site provided the same are properly communicated to the Contractor by the Order Commencement Date and provided that if they are communicated after that date, they will be a Variation.

6.6. If the Client has agreed to provide its own goods, materials, plant or equipment to the Contractor to use in the provision of the Works or as part of the Goods (“The Client’s Materials”) they shall be without defects and fit for the purpose they have been provided. The Contractor shall not be liable for defects in the Goods or Works caused by The Client Materials.

6.7. Setting out dimensions and levels shall be provided by the party identified in the Order.

6.8. The Goods and/or Works may be provided on surfaces or structures that are required to have particular specifications which are set out in this Contract or advised by the Contractor in writing. If the surfaces or structures are not in accordance with the specifications required by the Contractor or have defects the Client may have the option to instruct the Contractor to rectify the surface or structure in order to mitigate any delay caused to the Contractor’s provision of its Goods and/or Works. If such an instruction is provided it will be treated as a Variation under this Contract. If the Client is required to rectify the surface or structure this is a Delay Event.

6.9. If the Contractor’s Goods and/or Works are damaged by the Client or other contractors employed by the Client then if the Contractor repairs this damage, such repairs will be treated as a Variation.

6.10. If there is any discrepancy, ambiguity or contradiction in the Specification between the Client’s Requirements and the documents provided by the Contractor, the documents provided by the Contractor will prevail because they will amplify or better explain how the Client’s Requirements will be met. If there is any discrepancy, ambiguity or contradiction in the Specification provided by the Contractor, the Contractor shall decide which Specification provision prevails or applies.

6.11. When providing the Works, the Contractor confirms that it is fully aware of its duties and obligations pursuant to the CDM Regulations. The Contractor will comply with the CDM Regulations relevant to the Works and the manner in which they are being carried out. The Contractor will provide whatever information is reasonably requested by the Client or the Principal Designer or Principal Contractor in order to demonstrate compliance and as may be required for the purposes of the health and safety file under the CDM Regulations. The Client will provide the Contractor with the Construction Phase Plan (assuming the Contractor is not the Principal Contractor.)

7. Price

7.1. The Price of the Goods shall be as set out in the Order.

7.2. Unless otherwise stated in the Order the Price shall be:

7.2.1. exclusive of any applicable value added tax;

7.2.2. inclusive of all charges for packaging, packing, shipping, carriage, insurance during storage and carriage and Delivery of the Goods to the Delivery Location and any duties, taxes or levies.

7.3. If the Client omits any Goods and/or Works from the Order then the Prices shall be reduced by the agreed Prices for the omitted Goods and/or Works save where the Contractor can evidence that it has commenced the manufacture of Goods or ordered materials or booked labour for those Goods, in which event the Client shall pay the cost to the Contractor of those ordered materials or irrevocably incurred labour costs and expenses such as accommodation and travel costs. The Client shall be entitled, at its election, to have those materials irrevocably ordered, Delivered to the Client.

8. Change Control Procedure

8.1. The Client instructs a Variation to the Goods and/or the Works by issuing a written instruction or a verbal instruction on Site to the Contractor’s Project Manager named in the Order only which is confirmed in writing by the Contractor.

8.2. When issuing a Variation instruction under clause 8.1 the Client may request the Contractor provide a quotation for the Variation. The Contractor will provide such a quotation. The Client will accept the quotation or instruct the Contractor not to proceed with the Variation. If the Client has received the Variation instruction and allows and requires the Contractor to carry out the Variation without requesting a quotation the Variation will be charged at least half a day rate set out in the Pricing Schedule for all labour provided in any one day plus any travel and subsistence costs for the labour per day plus the cost of the materials. For example, if a labourer fits a wardrobe and it takes 1 hour to do so half of the day rate will be charged plus travel and subsistence such as food and hotel costs for the labourer for that day plus the cost of the wardrobe materials plus 25% overhead and profit on the materials will be charged on the total sum due for that Variation.
8.3. The Contractor shall be entitled to be paid for any Variation which has been the subject of a Variation instruction by the Client, unless the Variation was required due to the Contractors own default, culpable delay, or breach of the terms of the Contract.

8.4. The Client shall only instruct the Contractor’s Project Manager in relation to any Variation and any Client instruction to another person shall not be deemed to be a valid instruction.

9. Delivery

9.1. Delivery must be made on the Delivery Date(s) quoting the Order Number to the Delivery Location(s).

9.2. Delivery of the Goods shall be complete on its arrival at the Delivery Location or collection by the Client.

9.3. If The Client fails to accept Delivery of any Goods on the specified Delivery Date, then, except where such failure or delay is caused by the Contractor’s failure to comply with its obligations, or failure to comply with any Delivery Location related rules regarding delivery or failure to arrive at the Delivery Location in sufficient time to unload the Goods before the Delivery Location closes:

9.3.1. the Goods shall be deemed to have been Delivered at 9.00am on the Delivery Date; and

9.3.2. the Contractor shall store the Goods until Delivery takes place and may charge the Client for all related costs and expenses (including insurance).

9.4. If the Contractor requires the Client to return any packaging materials to the Contractor, that fact must be clearly stated on the delivery note accompanying the relevant Goods and any such returns shall be at the Contractor’s expense.

10. Intellectual Property Rights/ Patents

10.1. The Contractor warrants it will not infringe any Intellectual Property Right any other person in any part of the world. The Contractor accepts that if required by the Client, the Contractor will be responsible for defending any claim or dispute that may have been brought against the Client in relation to the alleged infringement of any Intellectual Property Rights.

10.2. The Client shall not use in any manner the trademarks and/or trade names owned or controlled by the Contractor, expect to apply, use or affix them to Goods supplied by the Contractor.

10.3. All Intellectual Property Rights in or arising out of or in connection with the Goods and if applicable the Works (other than Intellectual Property Rights in The Client Materials) shall be owned or licenced to the Contractor.

10.4. The Contractor grants to the Client, or shall procure the grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Documents in order to use the Goods and if applicable the Works.

10.5. The Client grants the Contractor a fully paid-up, non-exclusive, royalty-free -transferable licence to use any Documents provided by the Client to the Contractor for the purpose of using The Client Materials.

11. Risk/Ownership

11.1. Risk of damage to or loss of the Goods shall pass to the Client upon Delivery.

11.2. The property in the Goods shall pass to the Client upon payment for the Goods. Prior to payment, the Goods shall be subject to a lien and the retention of title shall remain with the Contractor.

11.3. The Contractor shall, if required in the Order, enter into a vesting agreement whereby the Goods paid for in advance of Delivery are vested in the Client or another third party named in the agreement in the form attached to the Order.

11.4. If the Contractor becomes Insolvent, without limiting any other right or remedy the Client may have, the Client may at any time require the Contractor to deliver up all parts of the Goods in its possession; and if the Contractor fails to do so promptly, enter any premises of the Contractor or of any third party where the Goods are stored in order to recover them.

12. Payment

12.1. The Contractor shall make an application for payment of the Deposit on the First Payment Application Date.

12.2. Payment of the full Deposit is a condition precedent to the commencement of the manufacture of the Goods or carrying out of any Works by the Contractor. If the Deposit is paid later than the Order Commencement Date, this will be a Delay Event and the Order Commencement Date, any Delivery Date(s) and Completion Date(s), will be extended by the same period between the Order Commencement Date and the date the Deposit is received.

12.3. If the Order sets out that the balance of the Price is paid upon Practical Completion, then the Client shall pay the balance of the Price on Practical Completion.

12.4. If the Order sets out that the balance of the Price is paid to reflect the progress of the Works, then if 10% of the Goods and/or Works is carried out at the date of the application then 10% of the balance of the Price (after the deduction of the Deposit) is payable. For example if a 50% deposit was required on a Price of £10,000. Then when 10% of the Goods and/or Works have been carried out at application the sum of £500 would be payable. The progress of the Works includes off Site progress such as design or manufacture.

12.5. The value to be included in the application and due for payment in respect of the Goods and/or Works shall be:

12.5.1. the value of the Goods and/or Works as set out in clause 12.3 or 12.4 (whichever applies); plus

12.5.2. any loss and/or expense payable under the Contract; plus

12.5.3. the cost of Provisional Sums executed which will be valued as Variations; plus

12.5.4. the proportion of any agreed quotations Variations equal to the proportion of the Variation properly executed or if no quotations are agreed the value of the Variation executed pursuant to the terms of this Contract, less

12.5.5. the amount set out for any Provisional Sums in the Pricing Schedule; less

12.5.6. an amounted deducted and retained as Retention by the Contractor; less

12.5.7. sums previously paid under the Contract.

12.6. Payment shall be made to the bank account nominated in writing by the Contractor.

12.7. The Due Date for Payment shall be the date of the application for payment. The Client shall issue to the Contractor to the email address set out in the Order, a payment notice within 5 days of the Due Date for Payment setting out the amount the Client considers due to be paid and the basis of such payment (“Payment Notice”).

12.8. The Client shall pay the sum set out in the Payment Notice issued pursuant to clause 12.6, and if none is issued the Client shall pay the sum applied for in the Contractor’s application for payment, save where the Client has issued a Pay Less Notice deducting any sums from the sums stated as due in the valid Payment Notice, or where none exists from the sums stated as due in the Contractor’s application for payment, in which event the Client shall pay the sum due in the valid Pay Less Notice.

12.9. A Pay Less Notice must be issued to the email address set out in the Order, by no later than 3 days before the Final Date for Payment and it must set out the basis for the deduction and details as to how it is calculated.
12.10. If the Client fails to pay sums due to be paid by the Final Date for Payment, the sum payable will attract interest at the interest rate of 5% above the Bank of England Base rate.

12.11. The Client shall be entitled to deduct Retention at a rate of 3% of the value of the Goods and/or Works paid. The Client shall hold the retention in trust for the Contractor and the retention shall not fall into the Client’s estate. Upon Practical Completion 1.5% of the Retention will be payable to the Contractor and upon expiry of the Rectification Period, the sum of 1.5% of Retention will be payable to the Contractor.

12.12. The Price is exclusive of VAT and where payable Value Added Tax shall be shown separately on all invoices. The end user for VAT purposes is set out in the Order. The Contractor shall charge VAT as appropriate and as advised by the Client. The Client shall indemnify the Contractor against any VAT liability it incurs due to incorrect advice from the Client as to the level of VAT payable on the Goods and/or Works. If after the Order Commencement Date the supply of the Goods and/or Works to the Client becomes exempt from VAT the Client will pay the Contractor an amount equal to the input tax on the supply to the Contractor of the Goods and/or Works that contribute to the Goods and/or Works but which as a consequence of that exemption the Contractor cannot recover.

12.13. The parties shall negotiate in good faith to attempt to resolve any dispute regarding sums due under this Contract promptly. The Contractor shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or application for payment. If the parties have not resolved the dispute within 30 days of the either party giving notice to the other party, the dispute shall be resolved in accordance with clauses 26 to 27 (as applicable). Where only part of an application or invoice is disputed, the undisputed amount shall be paid on the Final Date for Payment.

13. Suspension

13.1. If the Client fails to pay the sums due under this Contract by the Final Date for Payment pursuant to clause 12.8, the Contractor shall be entitled to issue a notice to the Client noting that it will suspend the provision of the Goods and/or performance of the Works within 7 days of the service of the notice. If the Client fails to make such payment before the expiry of the 7 days, the Contractor shall be entitled, to suspend the performance of any or all its obligations under the Contract until payment is made in full.

13.2. Where the Contractor has exercised its right of suspension under clause 13.1, it shall be entitled to payment of its reasonable costs and expensed incurred as a result of exercising that right and the Contractor shall be entitled to apply for such costs and expenses in its applications for payment.

14. Delivery Dates and/ or Completion Dates

14.1. The Contractor shall Deliver the Goods by the Delivery Date(s) (including any extensions thereof) and carry out and complete the Works by the Completion Dates (including any extensions thereof). If no Delivery Dates or Completion Dates are agreed in the Order, then the Contractor shall Deliver the Goods and carry out and complete the Works in a reasonable time.

14.2. Any Delivery Dates and/or Completion Dates shall be extended by the period of delay caused by:

14.2.1. any Variation;

14.2.2. Provisional Sums;

14.2.3. any Delay Event (see clauses 4.4, 4.7, 4.8, 5.5, 6.8, 12.2 and clause 19.7);

14.2.4. any act of prevention, impediment or default whether by act or omission by the Client or any Client’s Persons except to the extent caused by the default, whether by act or omission of the Contractor;

14.2.5. any late provision of access to the Site or any Section;

14.2.6. any other event outside of the control of the Contractor such as strikes, lock outs, acts of force majeure, an epidemic, adverse weather, civil commotion, threat or use of terrorism, delay by a statutory undertaker, delays in permissions from any statutory body, discovery of asbestos or any contamination on Site;

14.2.7. suspension by the Contractor under clause 13 or suspension of the Main Contractor under the Main Contract Works where the Main Contractor is also the Client;

14.2.8. A change in Statutory Requirements which affect the Goods and/or Works after the Order Commencement Date including any guidance issued thereunder;

14.2.9. Loss or damage caused by an event insured under the All-Risks Policy.

14.3. If in the manufacture or Delivery of the Goods or the execution of the Works the Contractor incurs or is likely to incur any direct loss and/or expense because the regular progress of the manufacture of Goods or provision of Works or any part of them has been or is likely to be affected by any event in clause 14.2, the Contractor shall be entitled to reimbursement of that loss and/or expense provided that the Contractor is not reimbursed for such loss and/or expense under another provision of this Contract. When applying for such loss and/or expense the Contractor must provide sufficient information for the Client to verify the same.

14.4. If the Contractor fails to Deliver the Goods by the Delivery Date, the delay damages for this breach shall be nil save that the Contractor shall be liable for storage and re-delivery costs.

14.5. If the Contractor fails to complete the Delivery of the Goods and complete the Works by the Completion Date(s) then the Contractor shall be liable to pay the Client Liquidated Damages for the period of delay between the Completion Date(s) and the actual date of completion.

14.6. These Terms and Conditions will apply to sections and to the whole of the Goods and/or Works as is applicable.

15. Defects

15.1. If any Goods and/or if applicable Works supplied, or any part of such Goods and/or if applicable Works, are defective, the Client will for a period of six months after Practical Completion be entitled to require the Contractor to repair or replace the defective Goods and/or Works at the Contractor’s risk and cost and to carry out, at the Contractor’s expense, any work necessary to rectify the defect. The Contractor shall not be liable for any defects, or any damages caused by or arising out of the defects discovered after the expiry of the Rectification Period.

15.2. If the Client requires the Contractor to investigate, test or open up any Goods and/or Works in order to ascertain whether there is a defect in the same, any such costs in complying with the instruction will the Contractor’s unless there is no defect for example the issue was caused by damage to the Goods and/or Works caused by the Client or Client’s Persons and then the costs of such investigation, test or opening up will be the Client’s.

16. Termination

16.1. Without affecting any other right or remedy available to it, the Contractor shall have the right at any time and for any reason to terminate this Contract or the Contractor’s employment under this Contract in whole or in part by giving the Client no less than 30 days’ written notice.

16.2. If either party to the Contract shall:

16.2.1. commit any breach of any terms of the Contract and not remedy the breach within 30 days of notice from the other party to do so (if capable of remedy);

16.2.2. repeats a breach of any of the terms of the Contract after remedying the breach subsequent to a notice issued pursuant to clause 16.2.1, or

16.2.3. is in repudiatory breach of the Contract such that its actions evince an intention to no longer be bound by the terms of the Contract,
the other party may terminate the Order immediately by giving notice to the party in breach.

16.3. Either party shall have the right at any time to terminate the Contract thereunder forthwith by giving notice in writing to the other party if the other party becomes Insolvent.

17. Consequences of Termination

17.1. On termination of the Contract for any reason:

17.1.1. the Contractor shall, if the Order requires the provision of Works on Site, immediately take steps to halt the performance of any Works on Site in an orderly manner but with all reasonable speed and economy and shall Deliver to the Client all Documents in the Contractor’s possession pertaining to the Goods and/ or Works; and

17.1.2. both parties will return all equipment, materials and property belonging to other party and the Contractor will return The Client Materials.

17.1.3. both parties will erase all the other party’s Confidential Information whether held in hard copy or from its computer systems (to the extent possible) save for any information required to bring or defend a claim for damages caused by or arising from termination under clauses 16.2 or 16.3; and

17.1.4. on request, certify in writing to the other party that it has complied with the requirements of this clause 17.1.3.

17.2. On termination of the Contract under clause 16.1, the Client will pay to the Contractor the Price for the Goods Delivered and/or if applicable the Works performed prior to the date of termination and neither party shall have a claim against the other for damages caused by or arising from the termination.

17.3. If the Contract is terminated pursuant to clause 16.2 or 16.3 and the Client is the Defaulting Party, the Client shall not make any use for any purpose whatsoever of any Intellectual Property which is the property of the Contractor.

17.4. If the Contract is terminated pursuant to clause 16.2 or 16.3 then the next application for payment after termination shall be 1 month after termination of the Contract if the Client is the Defaulting Party, and no later than 12 months after termination of the Contract if the Contractor is the Defaulting Party. The Due Date for Payment shall be 14 days after the date of the final application for payment and the Final Date for Payment shall be no later than 14 days after the Due Date for Payment. A Pay Less Notice may be issued by the paying party no later than 3 days before the Final Date for Payment and the provisions of clause 12.7 shall apply.

17.5. The amount payable upon termination under clause 16.2 or 16.3 shall be the Price for the Goods and Works provided up to the date of the termination:

17.5.1. less any direct damages caused by or arising from the termination (if the Contractor is the Defaulting Party); or

17.5.2. Plus, the difference between the full Deposit less the Price for the Goods and Works provided up to the date of termination if any balance of the Deposit remains plus any direct damages caused by or arising from the termination (if the Client is the Defaulting Party).

17.5.3. If the Client is an individual and cancels prior to the expiry of the 14 day period but has sent a notice in the form in Schedule 1, then the Client will have to pay for the Goods and Works as set out in 17.2 and the Contractor shall be entitled to use the Deposit to pay for such Goods and Works payable. The balance of the Deposit will be refunded to the Client.
17.6. Subject to clause 17.5.3, if the Client terminates the Contract other than rightfully under clause 16.2 or 16.3 then the Client shall pay or forfeit the full Deposit paid by the Client and the Contractor shall not be obliged to repay or return any of the Deposit paid.

17.7. Termination of this Contract shall be without prejudice to the continuation in force of clauses 10, 17, 19, 20 to 22, 25 to 27.

17.8. Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of any terms of the Contract which existed at or before the date of termination.

18. Insurance

18.1. Contractor provided insurance:
The Contractor shall maintain in force the following insurance policies with reputable insurance companies:

18.1.1. Employers liability insurance in accordance with any legal requirements for the time being in force;

18.1.2. Public and product liability insurance for not less than £5,000,000 for any one occurrence limited to the period of insurance in respect of product liability and limited to £25,000 for economic or financial loss in respect of Goods supplied.

18.1.3. If the Order states this is required: All-Risks Policy insuring against damage to the Goods and/or Works caused before Practical Completion and occurring within 12 months following Practical Completion or while carrying out obligations during the Rectification Period, for a limit of indemnity in the sum of £3,000,000 (three million pounds only). The insurance covers the Contractor, Client and Subcontractors and includes cover for damage to the materials on Site and in transit to and from the Site and any plant subject to a limit of indemnity of 25% of the original Contract Price for removing debris, demolition, shoring or propping, clearing or repairing drains; and excluding cover for pollution or contamination.

18.2. Client provided or procured insurance:
The Client shall maintain in force the following insurance policies with reputable insurance companies:

18.2.1. If the Order states this is required: Public liability insurance for not less than £10 million per claim either held by the Client or held by the Main Contractor.

18.2.2. If the Order states this is required the Client shall see that there are sufficient All-Risks Policy(ies) (whether held by the owner of the Site and/or the Main Contractor as principal insured) covering damage to the Goods and Works, the Main Contract Works (if applicable), the existing structures on the Site and their contents, which damage is caused by the carrying out of the Works on Site. The All-Risks Policy(ies) shall cover the full replacement value of the Main Contract Works (if applicable), the Goods and Works, the existing structures and their contents on Site, the propping and shoring up of any building, removal of debris and professional fees. The All-Risks Policy(ies) shall either by taken out by the Client or by the Main Contractor or both (if applicable) and all policies shall either recognise the Contractor as jointly insured or there shall be a waiver of subrogation against the Contractor and its subcontractors. If the All-Risks Insurance includes public liability cover or cover for damage caused by negligent design, poor workmanship or defective materials the benefit of such cover for the Contractor shall not be affected by the agreement of the Contractor to take out any public or product insurance. The Contractor shall not be liable for damage caused to the Main Contract Works, the existing structures and their contents on Site or third-party property where such damage is covered by the All-Risks Policy or should have been, but for a failure to comply with the terms of this clause either on the part of the Main Contractor or the Client.

18.2.3. If the Order requires, insurance which complies with clause 6.5.1 of the Joints Contracts Tribunal standard form of building contract 2024 or the equivalent clause in other contracts, the Client or Main Contractor (as set out in the Order) shall provide such insurance.

19. Limitation of Liability

19.1. References to liability in this clause 19 include every kind of liability arising under or in connection with this Contract including but not limited to liability:

19.1.1. in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

19.1.2. arising out of any use made or resale of the Goods by the Client, or of any product incorporating any of the Goods;

19.1.3. arising out of any collateral warranty provided in addition to this Contract.

19.2. Nothing in this Contract limits any liability which cannot legally be limited.

19.3. Nothing in this clause 19 shall limit the Client’s payment obligations under this Contract.

19.4. The Contractor’s liability under this Contract shall be limited to the replacement value of the Goods and Works plus £250,000 of economic or financial loss Price payable under the Contract then this shall be the total liability of the Contractor caused by or arising out of the Contract or the provision of the Goods and/or Services save where damages are insured by a policy held by the Contractor in which event the damages shall be limited to the amount of insurance paid out under the policy.

19.5. The Contractor shall not be liable for any damages or losses caused by an event which is insured by the Client or Main Contractor whether or not the Contractor has insurance which insures the same event.

19.6. The Contractor shall not be liable for damages whether caused directly or indirectly due to a presence of or release of asbestos or products containing asbestos, and the Client is required to undertake all surveys required to ensure that the Site any Client Provided Materials are asbestos free. The provision of such a survey will be condition precedent to the Contractor carrying out any Work that may disturb asbestos and a delay in providing the survey will be a Delay Event.

20. Assignment and subcontracting

20.1. Neither party shall be entitled to assign the benefits of this Contract or any party of it.

20.2. The Contractor shall be entitled to subcontract, sub-let or delegate the whole or any part of the supply of the Goods or if applicable Works under this Contract.

21. Confidentiality

21.1. Except as provided in clause 21.2, each party undertakes that it will not at any time during this Contract and after its termination (for whatever reason) disclose, and shall procure that its employees, agents, suppliers and subcontractors do not disclose, to any person any Confidential Information and each party shall not use the same for its own or other’s commercial benefit without the others prior written consent.

21.2. Each party may disclose the other party’s confidential information:

21.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out the party’s obligations under or in connection with this Contract. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other’s confidential information comply with this clause 21; and

21.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

21.3. No party will use any other party’s Confidential Information, including any designs, drawings and Intellectual Property for any purpose other than to exercise its rights and perform its obligations under or in connection with

Agreement.

21.4. Each Party will indemnify other party against all damages incurred or suffered by other party due to a breach of this clause 21 [Confidentiality] or clause 22 [Data Protection] below.

22. Data Protection

22.1. See the terms of Schedule 2 found at the Contractor’s website on [insert address link] which shall apply to the processing of Personal Data under this Contract.

23. Building Safety Laws1

23.1. See terms of Schedule 3 at the client’s website on [insert address link] for the terms which apply related to Building Safety Laws.

24. Collateral Warranty

24.1. If the Order requires the Contractor to provide a collateral warranty to the Client, the Contractor will provide a collateral warranty in the form attached to the Order to the parties identified in the Order.

24.2. Save for those rights granted under clause 24.1, no third party rights are granted to any third party pursuant to this Contract.

25. Law of the Contract

25.1. The Contract shall be governed by and construed in accordance with the law of England.

26. Adjudication and legal proceedings

26.1. If a dispute arises in relation to the Contract, the parties shall have the right to refer any dispute to adjudication at any time in which event Part 1 of the Schedule to the Scheme for Construction Contracts (England) Regulations 2011 as amended shall apply.

26.2. The Adjudicator to be appointed in respect of the adjudication is to be a King’s Counsel appointed from the TECBAR list of Adjudicators and TECBAR shall be the nominating body.

26.3. This Contract shall be governed by and construed in accordance with the law of England and the English courts shall have exclusive jurisdiction in respect of any dispute or difference between the parties which arises out of or in connection with this Contract, save that the parties shall be entitled to refer a dispute for an interim decision to an Adjudicator pursuant to clause 26.1 and 26.2 and save where the Order provides that arbitration applies.

27. Arbitration

27.1. Where pursuant to the Order, Arbitration is noted as applying, any dispute or difference between the parties of any kind whatsoever arising out of or in connection with this Contract shall be referred to arbitration save for:

27.1.1. A dispute or difference arising under or in respect of the Construction Industry Scheme or VAT, to the extent that legislation provides another method of resolving such dispute or difference;

27.1.2. Any dispute or difference in connection with the enforcement of a decision of an Adjudicator under clause 26.1 and 26.2.

27.2. Any arbitration shall be conducted in accordance with the JCT 2024 edition of the Constrution Industry Model Arbitration Rules (CIMAR).

27.3. If either Party requires a dispute or difference to be referred to arbitration, that party shall serve on the other party a notice of arbitration to such effect in accordance with Rule 2.1 identifying the dispute and requiring the other party to agree to the appointment of an arbitrator. The Arbitrator shall be an individual agreed by the parties or failing such agreement within 14 days (or any agreed extension of that period) after the notice of arbitration is served, appointed on the application of either party in accordance with Rule 2.3 by the person selected in accordance with the Contract Particulars. After the Arbitrator has been appointed either party may give a further notice of arbitration to the other party and to the Arbitrator referring any other dispute under this Contract to be decided in the arbitral proceedings and Rule 3.3 shall apply.

27.4. Subject to the provisions of the Order, the Arbitrator shall, without prejudice to the generality of their powers, have power to rectify the Contract so that it accurately reflects the true agreement made by the Parties, to direct such measurements and/or valuation as may in their opinion be desirable in order to determine the rights of the partes and to ascertain and award any sum which ought to have been the subject of or including in any payment and to open up, review and revise any account, opinion, decision, requirement or notice and to determine all matters in dispute which shall be submitted to them in the same manner as if no such account, opinion, decision, requirement or notice had been given.

27.5. Subject to clause 27.6, the award of the Arbitrator shall be final and binding on the Parties.

27.6. Appeal- questions of law

27.6.1. The parties may agree pursuant to section 45(2)(a) and section 69(2)(a) of the Arbitration Act 1996 that either party may (upon notice to the other Party and to the Arbitrator):

27.6.1.1. Apply to the courts to determine any question of law arising in the course of the reference and;

27.6.1.2. Appeal to the courts on any question of law arising out of an award made in an arbitration under this arbitration agreement.

27.7. The provisions of the Arbitration Act 1996 shall apply to any arbitration under this Contract wherever the same, or any part of it, shall be conducted. The seat of arbitration shall be London, United Kingdom .

28. Consumer

28.1. If the Client is a private individual then this clause 28 shall apply.

28.2. The Client can cancel this Contract for any reason by giving the Contractor notice in writing within 14 days of signing the Contract.

28.3. The Client can use the cancellation form at Schedule 1 of the Contract to cancel the Contract but does not have to.

28.4. The Client can send the notice of cancellation by email or post or deliver it in person. The cancellation notice should be sent to the name and address set out in the cancellation form at Schedule 1

28.5. The written cancellation notice will be deemed to have been given on the date when it is posted or sent by email irrespective of whether the Contractor received it.

28.6. If the Client cancels this Contract pursuant to clause 28 of this Contract, the Contractor will refund any money, including the Deposit the Client has paid to the Contractor in connection with this Contract except in circumstances set out in clause 28.7

28.7. The Client will have to pay for the Goods and Works provided before he cancels this Contract if he agreed, in writing, by sending a form as set out in Schedule 1, to the Contractor providing the Goods and or Works before the end of the 14 day cancellation period referred to in clause 28.2 above.

28.8. The types of Goods and/ or Works that the Customer would have to pay for under clause 28.7 are Goods which the Contractor has commenced the design of as a Service or the manufacture of or materials which have been ordered to manufacture the Goods or provide the Works which cannot be used for other orders or cancelled or labour which has been booked which cannot be cancelled without a cancellation fee or without such cancellation being a breach of the contract between the Contractor the supplier of the labour.

1 This clause will apply whether or not the Contractor is designing because you may need some information related to the Goods to demonstrate compliance with Building Regulations. Also this applies for all buildings.