D Squared Group Terms and Conditions of Business
1. DEFINITIONS
1.1. In these conditions the following words have the following meanings unless the context requires otherwise: We, Us, Our means D Squared Electrical Services Ltd and D Squared Fire and Security Ltd
1.2. You, Your, Yourself means the person or company to whom We supply the Products and/or the Works. Party or Parties means either You or Us or both.
1.3. Contract means any contract between You and Us incorporating these conditions for the sale of Products and/or the provision of the Works;
1.4. Liability means liability for all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
1.5. Products means any products and/or goods or materials ordered from Us by You or to be supplied by Us to You;
1.6. Works means the services and/or work to be performed by Us for You;
2. BASIS OF CONTRACT
2.1. These conditions shall govern the entire agreement between You and Us to the exclusion of any other terms or conditions.
2.2. Orders placed by You leading to a contract which is not expressed to be subject to these conditions shall still be subject to them.
3. ORDERS AND CONTRACT
3.1. We shall have the right to refuse to accept any orders placed for products and/or works for any reason whatsoever.
3.2. You shall be responsible for the accuracy of an order and for giving Us any/all information necessary for Us to perform the Contract.
3.3. The Contract between You and Us shall come into effect on Our acceptance of Your order.
3.4. No order for Products and/or Services shall be deemed accepted by Us until confirmed in writing (including by email) to You by Our authorised representative.
3.5. If You should cancel this Contract for any reason whatsoever You shall have no further recourse against Us under this Contract. However, all costs reasonably demonstrated as being incurred by Us due to any cancellation will become due to Us upon issue of our invoice or application for these advised costs. You will ensure that full payment of said invoice or application is made to Us no later than 14 days from the date of the invoice unless separate terms have been agreed. 4. EXECUTION OF THE CONTRACT
4.1. We shall use our reasonable endeavors to ensure completion of the works on the advised dates or program. Where no program or dates have been advised by Yourselves then the completion of Our Works will be in a reasonable period as determined by Ourselves.
4.2. We shall be entitled to additional period(s) of time for the completion of Our Works where We are delayed for any reason whatsoever that is no fault of our own. Where such an entitlement is reasonably demonstrated by Ourselves to You then You shall grant in writing an extension of time to either the Contract period(s) or the determined period(s) of the advised period(s) within 7 days to Us and by doing so thus extending Our period of Works by that period(s).
4.3. You warrant that we shall have safe, free and uninterrupted and continuous access to undertake our Works. Where this is not made available, we reserve the right to enforce condition 4.2.
4.4. Neither party shall be liable for any delay or failure to carry out its obligations under this Contract caused by Force Majeure (which includes but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events) provided that it gives written notice of the occurrence of the Force Majeure relied on to the other party and it uses its reasonable endeavors to remove or avoid such Force Majeure as promptly as practicable. If any Force Majeure event is relied on for longer than 60 days by either party the other shall be entitled to terminate that part of this Agreement in relation to which Force Majeure has occurred forthwith on written notice. Notwithstanding the above all costs reasonably demonstrated as being incurred by Us due to any termination will become due to Us upon issue of an invoice or application of the advised costs. You will ensure that payment of said invoice or application is made to Us no later than 14 days from the date of the issued invoice.
4.5. Where we have been delayed in the execution of the Works by You or your servants then we shall be entitled to charge You and be paid by You for such additional loss and expense that has been incurred because of the delay. Where such an entitlement is reasonably demonstrated by Ourselves to You then You will ensure that payment of any advised sums for additional loss and expense are made to Us no later than 14 days from the date of an issued invoice.
4.6. All third-party rights are excluded and no third party shall have any right to enforce this Contract.
4.7. Where there is a requirement for You to amend or change the Works contained within Our quotation then You shall advise Us of any such variation in writing. No variation will be valid or accepted until it has been issued in writing.
4.8. Upon receipt of a written advice from Yourselves of a variation to our quotation We shall advise You forthwith of the of the relevant sum effecting this change. For the purposes of contract and payment all instructed variation Works will be subject to these conditions.
5. PAYMENT
5.1. Our prices are exclusive of any applicable VAT and as such VAT at the prevailing rate will be added to all Our invoices.
5.2. We shall submit to you a valid application or invoice for payment monthly for the Works completed in whole or in part within that period. It is accepted by both Parties that the valued works may include for materials stored on or off site. Applications or Invoices will be issued by Us to You by the last day in the calendar month. Retention or Discount will not be deducted from any payments unless agreed in writing by both Parties prior to the commencement of Works.
5.3. For the purposes of payment, the due date shall be two calendar days following the date stated within our Application or Invoice.
5.4. If You have an entitlement to withhold in whole or in part any of the sum that has become due, then you are to issue a withholding payment not later than 2 days after the due date. If no notice has been received from Yourselves within this two-day period, then for the purposes of payment the amount Finally Due shall be the amount claimed by Us in the application or Invoice.
5.5. The Final Date for payment shall be no later than 28 days after the due date.
5.6. Should full payment not be received in accordance with the above then in addition to condition then we reserve the right to suspend our obligation to perform on the project from when payment becomes overdue until when payment is finally received
following issue of notice. Should Our performance under the contract be suspended than We shall require a minimum 5 working day lead in period from the when payment is received to enable Our recommencement of Works on site.
5.7. If You should fail to make payment in accordance with these terms, then We shall be entitled to interest calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to invoice any late payment charges as they occur. Payment of such invoices shall be paid by You no
later than 28 days from the date of said invoice.
6. OWNERSHIP
6.1. Title of any Products supplied by Us shall remain with Us until payment has been made in full by You.
6.2. Intellectual property rights in all designed works or software provided shall remain the property of Us or our relevant licensor.
7. LIABILITY
7.1. We shall have no Liability for errors in any specification or details supplied by You to Us.
7.2. You agree to indemnify and keep indemnified Us against all claims, losses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) expenses, damages and any other losses and/or liabilities arising out of Our use of specifications, details and/or drawings supplied by You.
7.3. Risk in the Products shall pass to You at the time they are delivered to You.
7.4. Our Liability for any losses shall be limited to 10% of the contract sum.
7.5. Nothing in this Contract shall exclude or limit Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or any other Liability which is not permitted to be excluded by law.
7.6. We make no offer to and therefore take not responsibility for any necessary insuring of the Works and/or the building and therefore You must ensure that sufficient and correct insurance is in place so as to fully indemnify Us against any associated liability or claim that may arise. For the avoidance of any doubt therefore We shall not be insuring the Works or the Building.
8. DISPUTE
8.1. Whilst it is Our intent to resolve any difference or dispute by negotiation, the parties have the right to refer any matter to adjudication and either party shall give written notice to the other at any time of their intention to do so.
8.2. Any adjudication shall be conducted under the rules contained in the Housing Grants and Construction Regeneration Act 1996 as amended.
8.3. The nominating body for the adjudicator shall be the RICS.
9. TERMINATION
9.1. If either Party becomes insolvent this Contract will come to an end unless the insolvency practitioner involved makes a suitable arrangement to allow the contract to continue.
10. CONSEQUENTIAL LOSS OR DAMAGE
10.1. Without prejudice to the Your Statutory rights, We will pass to the You the benefit of any guarantees that We have received in respect of materials supplied by Us and undertake to repair or, if necessary, replace free of charge any materials or work found to be defective if the defect is due to faulty workmanship by Ourselves, Our servants or agents and has been brought to Our attention within 12 months of Our the completion of the Work, provided nevertheless that:
10.1.1. We accept no responsibility for any drawing, design or specification not prepared by Ourselves.
10.1.2. Our responsibility to You is limited to the fulfilment of the contract in a proper and workmanlike manner and We shall not be liable for any consequential
loss or damage arising from the execution of the contract, unless due to the negligence of Ourselves, Our servants, or agents.
10.1.3. We shall not be liable for any wear and tear, loss or damage, direct or indirect, nor for any extra work entailed due to the apparatus being put into operation by You or by Ourselves, Our servants, or agents at Your request before it is handed-over for beneficial use.
10.1.4. The repair or replacement of any faulty work or materials shall only be carried out by Our servants, agents, or ourselves otherwise Our warranties as to repair or replacement shall not apply.
10.1.5. We will take reasonable care but accept no liability for damage to furniture or other fixtures and fittings, which must be moved by Our workmen or Ourselves in order to carry out the contract works. Without prejudice to this we will maintain adequate Public Liability Insurance cover for the duration of the Contract.
11. GENERAL CONDITIONS FOR THE WORKS
11.1. A minimum 5 working day lead in period is required for all projects
11.2. Unless stated otherwise and specifically within our quotation the following shall apply:
11.2.1. Craneage and hoisting shall be by provided You.
11.2.2. Any new metering for power will be by you.
11.2.3. Storage, office space and welfare facilities shall be provided by You.
11.2.4. Setting out of a main grid line and datum on each floor shall be by You.
11.2.5. Our quotation is based upon all Work being carried out during normal working hours (7.30-4.30) from Monday to Friday unless otherwise stated.
10.2.6. The quotation will remain open for 30 days unless previously withdrawn in writing. Thereafter, the quotation may be subject to confirmation or adjustment by Ourselves
11.2.7. Work by other trades, e.g. specialist (diamond) drilling and asbestos removal, any statutory fees, or charges for work done by Supply Authority or Local Authority is excluded.
11.2.8. Whilst reasonable care will be taken throughout the works, the quotation does not include for incidental redecoration or other works consequent upon the proper execution of the work.
11.3 Unless stated otherwise and specifically within our quotation we have made NO provision for craneage or hoisting of materials and deemed that this will be made available by others.
