Terms and Conditions
Terms and Conditions of Contract
Definitions
1.1 "Company" means [Premelec Limited Name on the quotation].
1.2 "Client" means the purchaser of the Works.
1.3 "Contract" means the agreement formed by acceptance of the Company’s quotation subject to these Terms.
1.4 "Works" means the goods, services and/or construction operations provided.
1.5 "Application for Payment" means a payment application submitted by the Company.
Entire Agreement and Precedence
2.1 These Terms apply to all Contracts and supersede any Client terms.
2.2 No other conditions apply unless agreed in writing by a director of the Company.
2.3 The Contract represents the entire agreement between the parties.
The Works
3.1 The Company undertakes only the scope set out in its quotation.
3.2 No fitness-for-purpose or design liability is accepted.
3.3 All drawings, documents and methodology remain the property of the Company and may not be used or disclosed without written consent.
Commencement and Completion
4.1 Dates are indicative only; time is not of the essence.
4.2 The Company shall not be liable for any delay or failure caused by events beyond its control including but not limited to adverse weather, labour disputes, supply shortages, strikes, acts of government, or third-party actions.
4.3 Delays or disruption caused by the Client or their team entitle the Company to additional time and costs.
4.4 Practical completion shall not be deemed to have occurred until the Company has received full payment of all sums due under the Contract.
Variations
5.1 No variation is valid unless confirmed in writing by the Company.
5.2 Variations shall be valued by the Company’s rates, dayworks, or a fair valuation at the Company’s discretion.
5.3 The Client may not omit Works to give them to others without the Company’s consent.
Payment
6.1 Applications for Payment may be submitted by the Company at any time and shall reflect the value of the Works carried out to the date of the Application.
6.2 Each Application for Payment shall constitute an invoice for the Works and no separate invoice shall be issued.
6.3 The due date for payment shall be the date of the Application for Payment.
6.4 The final date for payment shall be 30 days from the due date.
6.5 The timing of Applications for Payment shall be at the sole discretion of the Company and shall not be subject to any Client valuation dates, payment cycles, or internal processes.
6.6 The Client shall not be entitled to withhold, set off, or make any deduction from any payment due to the Company unless required by law.
6.7 No retention shall apply under this Contract.
6.8 If payment is not received by the final date for payment, the Company may suspend the Works and/or terminate this Contract in accordance with its statutory and contractual rights, charge interest at 8% above the Bank of England base rate, and recover all statutory compensation and debt recovery costs.
6.9 No operation and maintenance manuals, warranties, guarantees, certificates, or other documentation shall be released to the Client until the final Contract Sum has been paid in full.
6.10 All Contracts are subject to a credit check on the Client. If the Client fails a credit check or is deemed a credit risk, the Company reserves the right to amend payment terms, require payment in advance, or impose other security for payment as a condition of proceeding.
Loss and Expense
7.1 The Company is entitled to recover all loss, expense, overheads and profit resulting from any delay, obstruction, or disruption caused by the Client, their consultants, or third parties. Omission of work given to others shall give right to the Company for loss of profit, being 25% of the value of the omitted work.
Defects
8.1 The Company’s liability to make good defects is limited to a period of one month from completion and only applies where the Client has paid all sums due under the Contract.
8.2 The Company is only liable for defects caused by failure to exercise reasonable skill and care.
8.3 The Company is not liable for defects caused by the Client’s design, specification, or materials.
Title and Risk
9.1 Risk in the goods passes to the Client on delivery and / or when vested off site
9.2 Title remains with the Company until payment is received in full.
Insurance
10.1 The Company maintains employer’s and public liability insurance.
10.2 The Client must insure the Works, the site, and existing structures.
Suspension and Termination
11.1 The Company may suspend or terminate immediately if:
(a) payment is not made by the final date;
(b) the Client fails a credit check and refuses revised payment terms;
(c) the Client fails to provide access or necessary information;
(d) the Client commits a material breach not remedied within 7 days; or
(e) the Client becomes insolvent.
11.2 On suspension or termination, the Company is entitled to payment for all Works carried out, materials ordered, costs incurred, and loss of profit at 25% on the remaining value of the Works.
11.3 All obligations of the Client to make payment survive termination of the Contract.
Liability
12.1 The Company’s liability is capped at the lesser of the Contract sum or the value recoverable under insurance.
12.2 The Company is not liable for consequential or indirect losses, loss of profit, delay damages, or any design liability unless expressly agreed in writing.
Dispute Resolution
13.1 Any dispute may be referred to adjudication under the Construction Act.
13.2 Unless otherwise agreed, the adjudicator shall be nominated by the RICS.
13.3 This Contract is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
General
14.1 No waiver to the terms is effective unless in writing.
14.2 The Company may subcontract or assign the Works.
14.3 The Client may not assign without the Company’s consent.
14.4 No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
14.5 If any provision is unenforceable, the remainder shall remain in force.