This quotation is submitted subject to the following conditions which shall be incorporated in any contract between ‘Practical Minds Limited’ (hereinafter called “the Company”) and the person or Company by or on whose behalf the order is placed (hereinafter called “ the Customer”). No variation of these conditions is permitted unless the same shall be agreed in writing by the Company under the hand of a Director. Any stipulations or conditions in the Customer’s Order which would conflict with any of these terms and conditions or in any way qualify or negate the same shall be deemed toE be inapplicable to any order placed with the Company unless expressly agreed to by the Company in writing under the hand of a Director when acknowledging the order in question. When the Company carries out work without the submission of a quotation charges shall be made on a day work basis in respect of direct costs of labour, materials, plant and sub-trades together with a reasonable addition for overheads, design services if applicable and profit.
1 The company will maintain the prices quoted herein provided that the quotation is accepted in writing within 30 days of the date hereon and work commenced 30 days after the said acceptance. In the event of the quotation being accepted more than 30 days of the date hereon or work commencing more than 30 days after acceptance the Company reserves the right to increase the quoted price to take account of increases in the price of raw materials, labour, transport and other overheads and expenses of the Company’s business since the date of the said quotation.
a If the Customer shall require any variation to the contract work or any work additional to the contract work, this will only be undertaken or good and materials supplied on receipt of a written order from the Customer.
b Any such work as is undertaken pursuant to sub-paragraph ‘a’ hereof shall be paid for at rates proportionate to the rates quoted for the contract work but subject to any increase to take account of increases in the overheads of the Company’s business between the date of the quotation and the written order for extra work and the terms hereof shall apply to such work, goods or materials.
c If during the performance of the contract, hours are worked on the instructions of or at the request of the Customer which are other than the normal day time shift hours the Company may vary the original contract price by an amount equal to the increased costs.
3 Planning and Site
a The Customer shall be responsible (unless otherwise agreed in writing) for obtaining all planning, bye law and other statutory consents relating to the contract and shall indemnify the Company against failure so to do.
b The Customer shall provide at his own expense
i All scaffolding, ladders, hoisting tackle and equipment needed for the contract work complete and ready for use as and when required.
ii Artificial lighting and electrical power on site.
iii All facilities on site required to comply with statutory regulations.
iv Facilities for secure storage of plant and materials on site.
c In the event of the Customer failing to make such provision as aforesaid the Company will provide the same and will charge the cost of the same (plus a surcharge of 10% for the cost of administration) to the Customer.
d The Company shall be entitled to write or affix its imprint on the work in the usual manner. When patents registered trade marks, or copyright features are embodied in the design such an imprint may be retained or affixed (if not already affixed).
e The responsibility for ensuring that the site and working conditions are safe and secure and comply at all times with any relevant Health and Safety regulations is that of the Customer. If at the commencement of or during the continuance of the contract the Customer shall fail so to ensure then the Company may suspend work and decline to recommence work until satisfied that the default has been remedied. Any losses incurred by the company during such suspension shall be recoverable from the Customer. If the Customer shall fail within 48 hours of written notice by the Company of default under this sub-clause to remedy such default then the Company shall be at liberty to rescind the contract and sue for the value of the work done and the materials then supplied.
All materials delivered by the Company to the Customer or to his order shall remain the property of the Company until the Company has received payment of all accounts (whether or not the same relate to the, or any, materials) and if the Company so requires the Customer shall keep the goods marked and/or separately stored so as to be clearly identifiable as the Company’s property until the materials shall have been integrated with the property of a third party PROVIDED ALWAYS that all risks of loss, damage, theft or destruction of the materials shall pass to the Customer immediately on delivery of the said materials to him or to his order. Until payment of all accounts as hereinbefore referred tot he Company shall have the right to re-enter upon any land in the occupation of the Customer and retake materials whether or not such retaking involves severance of the materials from any building or other structure without liability for any loss of damage thereby caused. If the Customer shall sell the goods prior to the payment to the Company being made, the Customer shall hold the proceeds of the sale upon trust for the Company until the Company has been paid in full and the Customer shall whenever so required by the company assign to the company all their rights against Third Parties in connection with the goods or articles incorporating or made from the same.
a In the event of strike, lock out or other industrial dispute, fire, inclement weather, Act of God, stoppage or substantial interference with transport or substantial interference with the supply of gas, water or electricity, prohibition of export or import, Government decree or requirement, whether local or national, riots, war or any other contingency of any kind whatsoever beyond the control of the seller causing a shortage of supply of labour, fuel or raw materials or of any other thing which impedes or interferes with the carrying out of the contract works such extensions of time for performance of the contract works shall be allowed by the Customer to the company as shall be reasonable and in such circumstances the Customer shall not be entitled either to rescind the contract or to sue for damages or to claim specific performance.
b No allowance has been made in the quoted price for delays caused by other trades and time lost by such delay will be charged as an extra to the Customer. If the Company’s men have to leave the site before the contract is completed for any cause outside the Company’s control an extra charge will be made to cover the loss of production together with travelling time and fares and any other increased costs. Seven days notice is to be given by the Customer after the Company’s materials are delivered to the site before the Company is required to commence work.
Unless otherwise agreed, the Customer is to be solely responsible for insuring against loss or damage by fire to the full extent of the Company’s work whether completed or in progress (including unfixed materials on the site) and in the case of any damage or loss to such work or materials arising by fire or any other cause, (except the negligence of the Company’s servants) the Customer shall pay to the Company the full value thereof.
The Company reserves the right to sub-contract any part of the contract.
8 Fitness for purpose, etc
a No warranty or guarantee is given or implied that the materials used are fit for any particular purpose or that they comply with any Act of Parliament, bye-law or other regulations unless the Customer has made known in writing to the Company the particular purpose for which they are required and the Company has certified in writing that the materials are so fit or so comply and in any event no warranty or guarantee as to fitness is given or implied in any case where the Customer is professionally advised.
b The Customer is responsible for giving precise and accurate written information as to his requirements, the Company accepts no responsibility for any loss or damage occasioned by the Customer’s failure in this regard. Where the Company incurs loss as a result directly or indirectly of the Customer’s failure to supply precise and accurate information or instructions then the Customer shall indemnify the Company for such loss.
c Where materials are manufactured other than by the Company, the Company’s liabilities for defects shall not exceed the period for which the manufacturer would have been liable had he contracted directly with the Customer.
d The Company’s liability to pay damages to the Customer in respect of defective work and/or materials shall be limited to the cost of making good such work and shall exclude any further loss the Customer may sustain unless the general nature and probable extent of such loss was made known in writing by the Customer to the Company prior to or at the time of contract.
a Except where credit terms have previously been agreed in writing between the Company and the Customer, payment shall be made in full with the order and the Company shall not be bound to execute any contract works or make any deliveries pursuant to the contract until such payment is made.
b Where prior to the contract the Company and the Customer have agreed that the Company’s credit terms shall apply then the payment for the contract work shall be made as follows.
i Agreed % of the Contract Price is to be paid as a deposit at least 14 days before the due date for commencement of work.
ii Upon entry of applications to the Customer payment shall be made within 7 days of the submission of the application.
iii The balance of the contract price shall be paid within 7 days of the completion of the contract.
iv In the case of non-payment of any interim payment when due, or in the case of death, incapacity, bankruptcy, insolvency of the Customer or when the Customer is a Limited Company in the case of liquidation or appointment of a receiver, then the price of all the work done and materials delivered by the Company to the Customer or to the site to date and any sums due or payable to the Company from the Customer on any other account shall immediately become due and payable from the Customer to the Company. In addition the Company reserves the right to cancel every contract made with the Customer or to cancel, suspend or continue the supply of the materials and/or execution of work at the Company’s option without Prejudice to the Company’s right to recover any loss (including loss of profit on the balance of the contract) sustained.
v In addition to the rights contained in sub-paragraph ‘iv’ in the event of payment not being made in accordance with all or any of sub-paragraph ‘i’ to ‘iii’ inclusive hereof the Company may charge interest to the rate of 3% above the National Westminster Bank Limited Base Rate on the outstanding indebtedness from the date the payment fell due with interest accruing on a daily basis.
vi If the works are incomplete in any respect the Customer may withhold payment of the value of the incomplete portion only. Upon the completion of the said incomplete portion payment for the retained value shall be due and payable immediately.
c Subject to the acceptance by the Company in writing payment may be made by a third party Bank or Finance House in order that the Customer may utilise Lease or Hire Purchase facilities, provided that this sub-clause shall not exclude the liability of the Customer to make all due payments to the Company in any event.
10 Plans, drawings, specifications and samples submitted by the Company are the sole property of the Company and the copyright therein is reserved.
11 If either before or after the completion or alleged completion of the said contract any dispute shall arise between the Company and the Customer as to whether the works have been properly executed or completed or as to any matter or thing touching or concerning this contract then a mutually acceptable arbitrator may be appointed (or failing an agreement an arbitrator may be appointed on the application of either party, by the president for the time being of the Royal Institute of British Architects) who may decide such dispute and such decision shall be conclusive and binding upon the Company and the Customer.
12 The construction of this contract and contractual relations between the Company and the Customer shall be governed by English Law and any matter, issue, dispute arising between the company and the Customer shall be arbitrated upon or litigated upon in England.
13 Offer and Acceptance
This quotation does not constitute an offer in law and any order is subject to acceptance by the Company evidence in writing signed by a Director.
14 Value Added Tax
VAT will be charged in addition to any amounts quoted by the Company in accordance with legislative requirements.