Terms & Conditions

Definitions

1.0

"the Company" means ReSpace Limited

"the Customer" means the person who accepts the quotation of the Company for the supply of goods and/or the performance of the Works

"the Contract" means any contract for the supply of goods and the performance of the Works by the Company

"the Works" means the Works which the Company is to supply in accordance with these terms

"the Terms" means the terms and conditions set out in this document and includes any special terms and conditions agreed in writing between the Customer and the Company

2.0

These terms shall apply to all contracts for the supply of goods and/or the performance of the Works by the Company to the Customer to the exclusions of all other terms and conditions including any terms and conditions which the Customer may purport to apply

3.0

Quotations by the Company, unless otherwise stated in them, shall be open for acceptance within thirty days after which time they may be altered by the Company without giving notice to the Customer.

4.0

No variations or amendments to this Contract shall be binding on the Company unless confirmed by it in writing.

4.1

Any instruction, request, drawing, email, meeting note or other communication from the Customer, its representatives, consultants, agents, landlord or other appointed parties which alters the scope, design, quantity, specification, sequence, access arrangements or timing of the Works shall constitute a Variation. The Company shall be entitled to adjust the Contract Sum, programme and completion date accordingly.

4.2

The Company may proceed with a Variation upon receiving verbal, written or electronic instruction from the Customer, pending agreement of any associated adjustment to the Contract Sum and/or programme.

5.0

The price of the Works and/or the goods shall be the Company's quoted price. The price is exclusive of any Value Added Tax which the Customer shall be additionally liable to pay to the Company

5.1

The Company shall have the right to adjust the Contract Sum to reflect any increase in the cost of materials, parts, labour, transport, statutory requirements, utility costs, subcontractor costs, changes in work scope, programme delays outside the Company's control, or any other costs arising after the date of the Contract.

5.2

Where a genuine clerical, calculation or pricing error is identified after acceptance of a quotation, the Company shall be entitled to adjust the Contract Sum to reflect the correct value of the Works. The Company shall notify the Customer in writing as soon as reasonably practicable upon discovery of the error. The Company shall not be liable for any loss, cost or expense arising solely as a result of such adjustment.

5.3

Where the adjustment relates to a discrete element of the Works, the Customer shall be entitled to obtain alternative quotations for that element and may elect to have such works carried out by a third-party contractor, provided that such election does not adversely affect the Company's programme, design responsibilities, warranties, or the performance of the remaining Works. Any resulting omissions or variations shall be reflected in the Contract Sum.

6.0

The Customer shall pay 30% of the Contract Sum upon accepting the quotation, and a further 20% upon ReSpace commencing the Works on site. The remaining 50% shall be invoiced based on interim valuations submitted to the Customer at intervals no greater than 14 days apart. Valuation amounts shall be based on works completed at the date of valuation and shall be deemed accepted unless disputed in writing within 7 days. Payment of each valuation shall be due within 14 days of the respective valuation date.

Practical Completion shall be deemed to have occurred when the Works are capable of beneficial use for their intended purpose, notwithstanding minor defects or outstanding snagging items which do not materially affect such use.

The Works shall thereafter be deemed completed as reasonably determined by the Company, provided that where a snagging list is agreed between the Company and the Customer, 5% of the Contract Sum may remain outstanding until the snagging works are completed by the Company. The outstanding 5% shall then become payable within 14 days. If no snagging list is agreed, the outstanding balance shall be payable within 14 days of completion of the Works.

Payment terms for new clients and smaller projects may be subject to alternative terms, which shall be agreed with the Customer in writing prior to commencement of the Works.

6.1

Time for payment shall be of the essence of the Contract. Without prejudice to any other right of the Company, if the Customer fails to pay the invoice price by due date, the Customer shall not be allowed any discount given in that invoice (where applicable) and will reimburse the Company all costs and expenses (including legal costs on an indemnity basis) incurred in the collection of any overdue amount and the Company shall be entitled to charge the Customer interest on the amount unpaid at the rate of 10 per cent per annum until payment is made in full

6.2

If payment is not received by the due date on the invoice, services may be suspended.

6.3

Where specialist, bespoke, made-to-order or long-lead materials are required, the Company reserves the right to require full or partial payment in advance of procurement. Once such materials have been ordered, manufactured or committed for purchase, the associated costs shall be payable by the Customer and shall not be subject to cancellation, refund or set-off.

7.0

The risk in goods supplied by the Company shall pass to the Customer on delivery but equitable and beneficial ownership shall remain with the Company until the full payment has been received (each order being considered as a whole)

7.1

Until full payment has been received this condition shall act as an assignment to the Company of all or any of the Customer's rights and interests in the goods and the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and re-possess such goods

7.2

Any specification, drawings, designs, layouts or technical information supplied by the Company shall remain the Company's exclusive property and all intellectual property rights in the same shall belong solely to the Company

7.3

The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any application specification) submitted by the Customer, and for giving the Company any necessary information relating to the goods and the Works within a sufficient time to enable the Company to perform the Contract in accordance with its terms

7.4

The Company shall be entitled to rely upon all drawings, surveys, specifications, landlord information, as-built records and other information supplied by the Customer or any third party. The Company shall not be liable for any errors, omissions, inaccuracies, delays, additional costs or defects arising from reliance upon such information. Any inaccuracies, omissions or discrepancies discovered following commencement of the Works shall constitute a Variation and the Company shall be entitled to adjust the Contract Sum and programme accordingly.

7.5

The Contract Sum is based upon conditions visible or reasonably ascertainable at the time of quotation. Any concealed defects, structural issues, contamination, asbestos, hazardous materials, inadequate or defective services, undocumented installations, hidden obstructions, unforeseen ground or building conditions, or any other conditions not reasonably identifiable at the time of quotation shall constitute a Variation. The Company shall be entitled to adjust the Contract Sum, programme and completion date to reflect any additional works, costs or delays arising therefrom.

8.0

Under no circumstance shall the Company have any liability of whatever kind for:

1. any defects resulting from wear and tear, accident, improper use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any goods or neglect from any instructions or materials provided by the Customer
2. any goods which have been adjusted, modified or repaired otherwise than by the Company
3. the suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known by or communicated to the Company
4. any substitution by the Company of any materials or components not forming part of any specification of the goods or Works agreed in writing by the Company
5. any descriptions, illustrations, specifications, figures as to performance, drawings and particulars, weights and dimensions submitted by the Company since they are merely intended to represent a general idea of the goods and Works and not to form part of the Contract or to be treated as representations
6. any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made
7. any variation in the quantities or dimensions or any goods or changes in specification or substitution of any materials or components if the variation or substitution does not materially affect the characteristic of the goods and the substituted materials or components are of a quality equal or superior to those originally specified

9.0

Claims arising from the damage, delay or partial loss of goods in transit or based on any defect in the quality or condition of the Works must be made in writing to the Company so as to reach it within 28 days of completion of the Works. If the customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Works or the goods and the Company shall have no liability for such defect or failure and the customer shall be bound to pay the price as if the Works and goods had been delivered in accordance with the Contract

9.1

Except in the case of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage, including but not limited to loss of profit, loss of revenue, loss of business, loss of contracts, loss of rent, loss of goodwill, loss of anticipated savings, business interruption, or any associated costs, expenses or other claims for compensation (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Works or the delivery of the goods. The entire liability of the Company under or in connection with the Contract shall not exceed the total price payable for the Works under the Contract.

9.2

The Company shall not be liable to the customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Works or the delivery of the goods, if the delay or failure was due to any causes beyond the Company's reasonable control

9.3

Where the Works or the goods delivery is/are defective for any reason, including negligence, and such defect is notified to the Company in accordance with the Terms, the liability of the Company (if any) shall be limited to rectifying such defect or, at the Company's discretion, paying compensation to the Customer not exceeding the price paid for the Works

9.4

If the Customer wishes to protect itself against any greater loss or expense it is hereby put on notice that it should put in place appropriate insurance

9.5

Subject to any shorter notification periods contained elsewhere within these Terms, no claim arising out of or in connection with the Contract, the Works or the supply of goods shall be brought against the Company more than 12 months after the date of Practical Completion of the Works, save in respect of any defect notified to the Company within that period, in which case any claim relating to such defect must be commenced within 12 months of the date upon which the defect was first notified.

10.0

Where the progress of the Works is delayed, disrupted or prevented by any act, omission, instruction, failure to provide information, restricted access, late approvals, failure to provide access, or any other matter beyond the Company's reasonable control, the Company shall be entitled to a reasonable extension of time and to recover any additional costs, losses, expenses and overheads reasonably incurred as a result.

10.1

The Company may sub-contract the performance of the Contract in whole or in part

10.2

The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company

10.3

The Company may, at its discretion, suspend or terminate the works if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a Receiver appointed or its business is compulsorily or voluntarily wound up or the Company bona fide believes that any of these events may occur and in case of such termination the Customer shall forfeit any deposit paid

10.4

Where the Works are suspended due to the Customer's default, including non-payment, the Company shall be entitled to recover all reasonable demobilisation, remobilisation, storage, administration and associated costs incurred as a result.

11.0

The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control

12.0

This Contract constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, correspondence, proposals and understandings relating to its subject matter. The Customer acknowledges that it has not relied upon any statement, representation or warranty other than those expressly set out in this Contract.

13.0

The Contract shall be governed by English law.