Terms and conditions for the provision of Services
1.1 These Terms and Conditions shall solely apply to the provision of Services by the Supplier to the Client. Should the Client have their own Terms and Conditions, comments, contract conditions, qualifications, etc. these shall be held agreed by the Parties to have become null and void upon entering into delivery of Services by the Supplier and to be superseded in full by the Supplier terms and conditions.
1.2 Where the Client instructs the Supplier to provide Services and the Supplier either accepts in writing, or acts upon, this instruction this shall be deemed to be acceptance by the Parties of the Services being delivered and dealt with in accordance with these Terms and Conditions.
1.3 The Client instruction to the Supplier to deliver Services must be in writing and will only be acted on when notified in this manner.
2.1 In these Terms and Conditions the following expressions shall have these meanings.
“Client” means any individual, company or corporate body which instructs Services to be provided by the Supplier.
“Commencement Date” means the estimated date provided by the Supplier to start works on the Client’s site/premises and such date shall be subject to change from time to time as required and notified by the Supplier.
“Completion Date” means the estimated date provided by the Supplier to complete works on the Client’s site/premises and such date shall be subject to change from time to time as required and notified by the Supplier.
“Parties” means the Client and the Supplier.
“Price” means the quotation provided by the Supplier to the Client for the Works.
“Supplier” means Ground Control Ltd and its subsidiary or associated companies
“Services” means Works instructed by the Client and accepted, or acted on, by the Supplier.
“Working Day” means a calendar day excluding all Saturdays and Sundays and all bank, trade or local holiday days.
“Works” means the scope identified by the Supplier in the Price submitted to the Client and any specification, drawings or other documents referred to within the Price.
3.1 The Services shall be provided in accordance with the Price submitted and payment made to the Supplier by the Client in accordance with the Payments clause 5.
3.2 Additional work required by the Client that would be a variation to the original Services must be made in writing or by e-mail to the Supplier. Verbal and telephone instructions will not be acted on. The variation will be regarded as a request from the Client to the Supplier who is under no obligation to accept and act on this variation and thereby increase the scope of the original Services being delivered.
3.3 Any additional information/conditions that becomes evident during carrying out the Services that is identified by the Supplier that was not available at the time of submitting the Price will become a variation to the original Services and Price submitted. An additional Price for this work will be submitted to the Client for acceptance, except critical work, prior to the additional work being carried out. Non acceptance of this by the Client will result in the variation not being acted on and the work not being carried out.
3.4 Critical work is agreed between the Parties as being any additional work required that is considered to be time, commercial, safety or methodology critical to the ongoing delivery of the Services which will be at the sole determination of the Supplier. It is accepted by the Client that these must be acted on immediately by the Supplier in which case acceptance is deemed to be given in advance for Critical work as defined by the Client for the additional works to be carried out immediately without written instruction and payment will be made for completing these works by the Client in accordance with Clause 5. Additional works will be notified to the Client within a reasonable time after execution with information provided identifying the additional work.
3.5 The Supplier will carry out the Services using reasonable care and attention to the same level that would be expected of similar companies providing said Services in the same sector and location.
4.1 The initial Programme duration shall be ascertained based on the Working Days available between the Commencement Date and the Completion Date.
4.2 Prior to commencing Services for the Price submitted the Supplier shall provide the Client with a proposed Commencement Date. This date may be subject to change due to various factors including, but not restricted to, weather conditions, material delivery, safety issues, unforeseen factors and additional works. Where the initial Commencement Date provided by the Supplier requires to be changed this will be notified either in writing or e-mail within 24hrs of the Commencement Date.
4.3 The Completion Date will be notified to the Client at the same time as the Commencement Date is provided. This is an estimated date based on the Services envisaged and may be subject to change due to various factors including, but not restricted to, weather conditions, material delivery, safety issues, unforeseen factors, additional works, etc. Where the initial Completion Date changes this will be identified in writing or e-mail by the Supplier as soon as practical once all the information is known and at hand to ascertain the revised date.
5.1 The Price will be subject to full payment upon completion of the Services as deemed as complete by the Supplier or shall be in accordance with any staged payments that have been agreed between the parties should the duration for providing the Services necessitate this.
5.2 Additional work variations which are not Critical Work will be paid in accordance with the additional Price submitted by the Supplier to the Client.
5.3 Additional work variations which are determined to be Critical Work by the Supplier will be paid by the Client for the resources and durations both used or stood down as a result of the variation which resources will be recorded by the Supplier in carrying out the additional work variations. The valuing, and thereby payment, of the additional work variations which are determined as Critical Work by the Supplier will be by using the rates and percentages included in the current CECA Daywork Schedule at the time of carrying out the Services.
5.4 Payment due to the Supplier will be the total of the original Price submitted for the Services plus any additional costs incurred for variation works carried out as per Clauses 5.2 and 5.3. This excludes any other payments that may be due under Clauses 5 and 6 as a result of non-payment (part or full) or adjudication.
5.5 Unless specifically identified in writing by the Supplier when submitting the Price all Invoices submitted subsequently for Services are on the basis of Zero Retention being held by the Client. Where retention is deducted by the Client without agreement this will be considered between the Parties as being an event under Clause 5.7 and interest will be charged as identified.
5.6 Payment Terms are strictly 30 calendar days from the date on the Supplier Invoice. This will be considered to be the Due date.
5.7 Where payment of the Invoice in full has not been made by the Client to the Supplier by the Due Date then interest will be charged at the rate of 5% per annum above the current base lending rate of Lloyds, at the time Services were carried out, on the full amount invoiced from the Due Date until payment is made in full by the Client.
5.8 It is agreed between the Parties that the Client has no right of set-off on other contracts between the Parties.
5.9 It is agreed between the Parties that any account dispute the Client has must be made in writing within 5 calendar days of receiving the Supplier Invoice providing full details of what is being disputed and the reasons for consideration by the Supplier. It is agreed between the Parties that should notification not be given by the Client in full accordance with this Clause then such claim and monetary value will not be considered valid for deduction from the Supplier Invoice submitted due for payment. Any dispute raised after the period noted will be discussed and agreed between the Parties where there is staged payments prior to the next Invoice being submitted. Where there are no further invoices for the work submitted after discussion should any credit be agreed due to the Client from the Supplier this will be raised by the Supplier and payment made within 30 calendar days of the Credit Note date.
6. Dispute Resolution
6.1 Any dispute between the Parties in relation to the Services provided is to be attempted to be settled initially between the Parties within 30 calendar days of the dispute being raised. Should this not be resolved the matter may be referred to Adjudication by any party.
6.2 Adjudications will be referred to the Association of Independent Construction Adjudicators (AICA) who will appoint an independent member of the association to preside over the dispute. Any adjudicator decision will be binding on both parties. Both Parties will be responsible for their own costs in relation to the Adjudication and an equal half of the Adjudicator fees unless the Adjudicator in his/her decision awards costs to either party in full or in part.
7.1 The Services are offered on the basis of there being no defect period on the work once the Completion Date is achieved and the Services have been executed fully unless a defects period has been specifically agreed between the Parties and included within the Price.
7.2 The Price for the Services offered by the Supplier are issued on the strict understanding that no liability is offered or will be taken, implied or otherwise, for any costs for Programme delays by the Supplier in carrying out the Services that are incurred by the Client, or by any third party, as a result of any change by the Supplier to the Commencement Date and/or Completion Date or through the actions for any item identified under Clause 4 or Clause 8.
7.3 The Supplier shall not be liable for the loss or deferment of anticipated or actual profit, loss of revenue, loss of use, loss of production, business interruption or any similar damage or for any consequential or direct/indirect losses of any kind resulting from or arising out of or in connection with the Services or the performance thereof or any act or omission relating thereto however caused.
7.4 The Supplier does not accept any liability whatsoever for site integrity, as these are outside the control of the Supplier, once the Services has been completed and has vacated the site/premises.
7.5 The Client shall indemnify through appropriate insurance the Supplier against all damages, theft, costs, claims and expenses incurred by the Supplier arising from loss or damage to any equipment or materials whilst these are on the Client site/premises. For clarity no cost for providing site security outside of normal working hours is included in the Price unless this has been specifically agreed between the Parties and has been quoted by the Supplier.
8. Force Majeure
8.1 The Client or the Supplier shall not be held liable to the other or to be deemed to be in breach of Contract for any delay in the Services being performed if the delay was caused beyond that party’s reasonable control such as Acts of God; War, Sabotage, Terrorism, etc.: Changes to the Law, Acts or Regulations, etc.; Strikes, Lock Outs, etc.; Utility Power or Water non supply; and shortages or difficulty in obtaining resources to carry out the Services.
9.1 The Supplier may terminate any agreement, with immediate effect, between the Parties for Services if any of the following occurs:-
I. The Client in breach of the obligations under the Terms and Conditions.
II. The Client enters into liquidation whether compulsory or voluntary.
III. The Client has become bankrupt or unable to pay its debts under the Insolvency Act.
IV. The Client ceases or threatens to cease to carry on business.
9.2 In the event of termination under Clause 8.1 the Supplier shall retain all monies already paid by the Client without prejudice to any other rights the Supplier may have whether in law or otherwise.
The Price submitted is valid for acceptance within 30 days of the date of the quotation.