Terms & Conditions

Terms & Conditions

Definitions and Interpretations

In these terms and conditions

1) The ‘Contract’ means the agreement between the Contractor and Customer for the execution of the Contract Works by the former which these terms and conditions form part.

2) The ‘Contractor’ means FVS Limited, whose registered office is situate at Broom Street, Newhey, Rochdale OL16 3RY 3) The ‘Customer means the person, firm or company who enters into the Contract with the Contractor.

4) The ‘Contract Works’ means the work including design to be undertaken by the Contractor in terms of the Contract as part of the execution of the works.

5) The term ‘Completion or Complete’ or ‘Completed means when the Contract Works has been performed by the Contractor in accordance with the Contract.

6) The term ‘Materials’ means any materials or goods used or intended for incorporation in the performance of the Contract Works. 7) The ‘Scheme’ means The Scheme for Construction Contracts (England and Wales) Regulations 1998.
8) The ‘System’ means an existing fire sprinkler system.
9) The term ‘Servants’ means servants or agents or his sub-contractors, their servants or agents.

Payment

10) The Contractor shall be entitled to submit to the Customer invoices, interim or otherwise, in respect of the Contract Works carried out and Materials despatched to date of invoice. The date of each invoice shall become the due date for payment of it.

11) The Customer shall pay the amount of each invoice under clause 10 not later than the end of the month following the due date. This date shall become the final date for payment.

12) Not later than 5 days before the final date for payment, the Customer may give a written notice to the Contractor which shall specify any amount proposed to be withheld and/or deducted from each invoice, the ground or grounds for such withholding and/or deductions and the amount of the withholding and/or deduction attributable to each ground. If no notice is given, the Customer shall pay the amount stated in each invoice under clause 10 by the final date for payment of it.

13) If the Customer fails properly to pay the amount of any invoice in accordance with clauses 10 to 12 by the final date for payment the Customer shall pay to the Contractor in addition to the amount not properly paid simple interest thereon for the period until such payment is made. Payment of such simple interest shall be treated as a debt due to the Contractor by the Customer. The rate of interest payable shall be five percent (5%) over the Basic Rate of the Bank of England which is current at the date the payment by the Customer became overdue.

14) Without prejudice to any other rights and remedies which the Contractor may possess. If the Customer shall subject to any notice issued pursuant to clause 12 fail to pay the Contractor in full by the final date for payment as required under the Contract and such failure shall continue for seven days after the Contractor has given to the Customer written notice of his intention to suspend the performance of his obligations under the Contract and the ground or grounds on which it is intended to suspend performance, then the Contractor may suspend such performance of his obligations under the Contract until such payment in full occurs. Such suspension shall not be treated as failure on the part of the Contractor to proceed with the Contract Works in accordance with the provisions of the Contract.

Time

15) The Contractor will endeavour to Complete the Contract Works or deliver the Materials by the date or dates agreed with the Customer or if none is specified within a reasonable time. Any such date or dates agreed is an estimate only and is hereby expressly agreed that such date or dates shall not be of the essence of the Contract.

16) Under no circumstances will the Contractor be liable to the Customer for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the commencement, progress or Completion of the Contract Works or the delivery of Materials unless the cause of the delay is an act, omission or default of the Contractor but does not extend to the Customer’s Servants.

17) If any delay in the commencement, progress or Completion of the Contract Works or the delivery of the Materials is caused by an act, omission or default of the Customer or his Servants or by reasons of any cause of whatsoever kind occurring beyond the control of the Contractor the Contractor shall be entitled to any reasonable extension of time in which to complete the Contract Works or deliver the Materials to be agreed.

Damages

18) If any delay in the commencement, progress or Completion of the Contract Works or the delivery of the Materials is caused by an act, omission or default of the Customer or his Servants the Customer shall be liable to the Contractor for all loss or costs incurred by the Contractor.

Termination

19) The Contractor shall be entitled to terminate the Contract upon giving written notice to the Customer for the following reasons a. If the Customer is in breach of any of his obligations under the Contract

b) If the Customer has made a composition or arrangement with his creditors, or becomes bankrupt, or being a company makes a proposal for a voluntary arrangement for a composition of debts or scheme of arrangement to be approved in accordance with the Companies Act 1985 or the Insolvency Act 1986 as the case may be or any amendment or re-enactment thereof, or has a provisional liquidator appointed, or has a wining-up order made, or passes a resolution for voluntary winding-up or under the Insolvency Act 1986 or any amendment or re- enactment thereof has an administrator or an administrative receiver appointed.

20) Such termination shall take effect on the date of issue of such written notice

21) The Contractor shall be entitled to remove from the site all his temporary buildings, plant, tools, equipment, Materials and the like subject to receipt of payment in accordance with clauses 10 to 14 of Materials.

22) The rights of the Contractor to terminate the Contract shall be without prejudice to any other rights and remedies which the Contractor may possess under the Contract.

23) The Contractor shall not incur any liability whatsoever to the Customer for any loss suffered or likely to be suffered by the Customer or his Servants as a result of the termination.

24) Such termination shall not affect any rights which may already have occurred or likely to occur to the Contractor under the Contract and in particular the right of the Contractor to full payment for any Contract Works carried out and any Materials already ordered, in the possession of the Contractor, provided or delivered to the Customer.

25) The Customer shall pay the Contractor for all Contract Works carried out and Materials ordered, in the possession of the Contractor delivered or provided to the Customer including any other loss or damage suffered or incurred as a result of the termination.

Price

26) The price for the Contract Works shall be the Contractor’s quotation agreed between the Contractor and Customer or such other sum as shall become payable in accordance with the Contract.

27) The Contractor’s quotation shall be deemed to have been based on Materials, labour, sub-contracts, transport, fuels, taxes and duties ruling at the date of the quotation.

28) The Contractor after the date of his quotation, reserves the right to amend the price to take account of any variation in the costs of the imposition of any varied or new taxes or duties or contribution in respect of Materials or fuels and work people (employed by the Contractor who are engaged upon or in connection with the Contract Works).

29) Unless otherwise stated in writing the price shall be exclusive of Value added tax (VAT) which shall be due at the rate ruling on the date of the VAT invoice.

Variation of the Contract Works

30) The customer may issue a written request to the Contractor to alter or modify the design, the quality or quantity of the Contract Works including the addition, omission or substitution of and Contract Works and the alteration of the kind or standard of any of the Materials to be used in the Contract Works and the Contractor may at his sole discretion decide whether or not to comply with the request by informing the Customer in writing.

31) Before the Contractor agrees to the written request he may submit a variation price for acceptance by the Customer. If the Customer accepts in writing the variation price this shall be deemed the price for the variation of the Contract Works. If the Customer does not accept in writing the variation price of the Contractor and Customer cannot agree on a price the Contractor can at his sole discretion decide not to comply with the written request.

32) Any decision by the Contractor to comply with a written request of the Customer in accordance with clauses 30 and 31 shall be deemed a variation of the Contract Works and the variation price shall be added to the price for the Contract Works.

Sub-Contracting

33) The contractor shall be entitled to sub-contract or sub-let any part of the contract.

Design

34) To the extent that the Contractor has designed the Contract Works including any further design which the Contractor carries out as a result of a variation of the Contract Works the Contractor warrants to the Customer that the design will be provided using reasonable skill and care.

Execution of the Contract Work

35) The Contractor shall carry out and complete the Contract Works in compliance with the Contract.

Acts or Omissions of the Customer.

36) Nothing contained in the Contract shall be construed so as to impose any liability on the Contractor in respect of any act, omission or default on the part of the Customer or his Servants.

Liability of the Contractor and the Customer.

37) The Contractor or his Servants shall not be liable to the Customer for any expense, liability, loss, claim or proceedings whatsoever arising (except personal injury or death resulting from his or his Servants in the course of or caused by the carrying out of the Contract Works) out of or caused directly or indirectly by any act or omission of the Contractor or his Servants in the course of or caused by the carrying out of the Contract Works.

38) The Customer or his Servants shall be liable to the Contractor for, and shall indemnify the Contractor against, any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law made against the Contractor in the course of or caused by the carrying out of the Contract Works which result directly or indirectly from any act or neglect, breach of statutory duty, omission or default of the Customer or his Servants.

Performance of the Contract Works.

39) The Contractor warrants to the Customer that the Contract Works will be provided using reasonable skill and care and as far as possible in accordance with any specifications or drawings set out or referred to in the Contract.

Provision of Materials

40) Where the Contractor supplies in connection with the Contract Works any Materials supplied by a third party the Contractor does not give any warranty guarantee or other term as to their quality fitness for purpose or otherwise but shall where possible assign to the Customer the benefit of any warranty guarantee or indemnity given by the third party supplying the Materials.

Information Provided by the Customer

41) The Contractor shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any specifications, drawings or any other information supplied by the Customer which is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any fault of the Customer.

Defects

42) If within 6 months of Completion of the Contract Works any Materials manufactured or any work carried out by the Contractor is found upon inspection by or for the Contractor to be defective under normal use and service (and where the Contract is for supply only of Materials when properly installed and connected by the Customer) the Contractor will repair or replace that part or parts of the Contract Work which has been found to be defective, provided that the Customer notifies the Contractor in writing as soon as possible after discovery of the defect.

43) The Contractor shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence on the part of the Customer or any third party, abnormal working conditions, misuse, unauthorised repair, replacement, modification or alteration, failure by the Customer or any third party to follow the contractors instructions and recommendations and frost or other extremes of weather or temperature.

Existing Fire Sprinkler Systems

44) Where the Contract Work relates to the System the Contractor or his Servants do not accept liability for any damage of loss or expenses or costs either to the Customer his premises or business or to his Servants or any third party its premises or business to the extent that it is caused or results to water or other matter escaping from the System or frozen water attributable to
a. Tests involving the blowing of air or water into the System.

b. Any other tests carried out by the Contractor including without limitation flow tests.

c. Water or other matter which remains in the System following the draining of the System by reason that the System is of the type or age or nature which cannot be fully or properly drained by the normal working practices conducted by the Contractor including circumstances where work is subsequently carried out by the Contractor or his Servants on the drained System and as a result of such work water or other matter escapes from the System.

d. The Increase in pressure in the System due to the replacement or repair of any pumping equipment.
e. Any condensation in the System.
f. Any work carried out on or anything done to the System by any person other than the Contractor.
g. The Customer’s failure to follow the Contractors instructions or recommendations (whether oral or written). h. The Performance and/or suitability of the System.

Dispute Resolution

45) In any dispute or difference arises under the Contract the Contractor and the Customer may refer it to adjudication in accordance with the Scheme.

Notices

46) Any notice to be served pursuant to the Contract shall be in writing and served by first class or by hand or by facsimile confirmed by first class post. Notices shall be deemed served 48 hours after posting and facsimiles on despatch. Notices shall be served at the registered office or principal place of business.

Third Party Rights

47) A Natural or legal person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This term does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Reservation of Title

48) The property in Materials fixed or unfixed supplied by the Contractor under the Contract shall not pass to the Customer until the price for all such Materials and all other sums due from the Customer under the Contract have been paid to the Contractor in full.

49) Where Materials remain the property of the Contractor and the Customer has failed to make payment in respect of the Materials and the Contract Works, the Contractor shall have the right to recover the Materials and may enter onto the site for that purpose.

English Law

50) The Contract shall be governed by and construed in accordance with the Laws of England and the Courts of England

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