1.1 In this Agreement the following definitions apply: :contentReference[oaicite:1]{index=1}
(a) Affiliate — any company or person controlling, controlled by, or under common control with another entity.
(b) Queensbury Construction Group — Queensbury Construction Group Limited (12578928), 19 Shenley Pavillions, Chalkdell Drive, Shenley Wood, Milton Keynes MK5 6LB.
(c) Confidential Information — all confidential/proprietary information disclosed in any form, including: customer data, intellectual property, supplier info, business operations, accounting info, service data, forecasts, strategies, technical data, and any information identified as confidential. Full categories include: I–IX (Customer Info, IP, Supplier Info, etc.). :contentReference[oaicite:2]{index=2}
(d) Good Industry Practice — standards expected of a leading, skilled, and experienced specialist in the industry.
(e) Goods — materials, plant, equipment, consumables, and related items supplied in connection with the Works.
(f) Permitted Purpose — internal evaluation of Confidential Information for pricing, design or delivery of Works.
(g) Representatives — officers, employees, advisers, consultants, contractors, subcontractors, or others authorised in writing.
(h) Supplier — the provider of the Works.
(i) Works — the scope of work undertaken or to be undertaken for Queensbury Construction Group.
1.2 Interpretation Notes:
(a) Queensbury Construction Group engages the Supplier to undertake Works for which the Supplier is suitably skilled, experienced and qualified. :contentReference[oaicite:3]{index=3}
(b) The Supplier shall submit quotations; upon acceptance, a purchase order will be issued.
(c) The Supplier warrants reasonable skill, care and diligence expected of a competent contractor familiar with Works of similar nature and complexity.
(d) Queensbury may rely on such skill and diligence throughout the project.
(e) Supplier warrants full compliance with statutory regulations, design requirements and approvals.
(f) Supplier warrants adequate CDM Regulations knowledge and compliance.
(g) Supplier is responsible for remedial works, defects, shrinkages and damages at its cost.
(h) Failure to attend site as agreed renders Supplier liable for any resulting costs.
(i) Supplier must not commence Works without a purchase order; pre-order works are at Supplier’s risk.
(ii) Queensbury may suspend or withhold payment until testing/certification is received.
(iii) Title to Goods passes on delivery unless paid earlier.
(iv) Supplier shall observe all health, safety and security site rules.
(v) Supplier must coordinate with other suppliers and subcontractors; additional costs arising from failure to coordinate are Supplier’s responsibility.
(vi) Supplier is deemed to have visited site, measured routes, and provided accurate quotations accordingly.
(vii) Supplier is liable for costs arising from council fines, penalties or remedial actions caused by their Works or actions.
(a) Supplier warrants Employer’s Liability insurance of minimum £5 million, maintained until 6 years post-completion. :contentReference[oaicite:4]{index=4}
(b) Supplier warrants Product & Public Liability insurance of minimum £5 million, maintained until 6 years post-completion.
The Supplier acts as an independent contractor, not an employee. This Agreement does not create a partnership or joint venture and is solely a contract for service.
(a) Supplier may invoice per payment stages outlined in quotation, or upon completion if not specified.
(b) Queensbury may withhold payments where required documentation or test certificates are missing.
(c) Queensbury reserves right of set-off against any amounts owed by Supplier.
(d) Supplier must indemnify Queensbury for losses, claims, damages and costs arising from Goods or Works.
This Agreement is non-exclusive; both Parties may engage third parties for similar services.
Confidentiality does not apply where information is already known, publicly known, lawfully received from third parties, or independently developed. Supplier may disclose where required by law subject to notifying Queensbury and permitting court representations. :contentReference[oaicite:5]{index=5}
Supplier may disclose Confidential Information only to Representatives bound by confidentiality obligations; Supplier is liable for their actions.
Upon request, Supplier must return or destroy all Confidential Information and certify compliance.
All rights over Confidential Information remain with Queensbury. Unauthorised disclosure may cause irreparable harm, entitling Queensbury to injunctive relief and damages.
Supplier must obtain Queensbury’s approval before issuing press releases and must not make statements damaging Queensbury’s reputation.
13.1 Data Protection: Both parties act as independent controllers; GDPR definitions apply.
13.2 Non-solicitation: Supplier must not solicit Queensbury’s customers, clients, employees or contractors for 2 years after termination.
13.3 Confidentiality Duration: Confidentiality obligations survive termination.
13.4 Notices: Notices must be written in English, delivered personally or via recorded delivery.
13.5 Assignment: Supplier may not assign; Queensbury may assign on notice.
13.6 Third-party rights: Affiliates may enforce confidentiality rights; otherwise, no third-party rights apply.
13.7 Entire Agreement: Supersedes all prior agreements; variations must be in writing.
13.8 Precedence: This Agreement overrides all order forms and supplier terms.
13.9 Feedback: Queensbury gains a perpetual royalty-free licence to use Supplier-provided feedback.
13.10 No Warranties: Confidential Information is provided “as is”.
13.11 Relationship: No partnership or agency relationship created.
13.12 Waiver: No waiver unless expressly provided in writing.
13.13 Severance: Invalid provisions do not affect the remainder.
13.14 Counterparts: Agreement may be signed in counterparts.
13.15 Governing Law: Governed by English law; exclusive jurisdiction of English courts.
Last Updated: January 2025
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