Agreement: This contract as provided to the Customer by the Contractor and comprising the Quotation and these Terms and Conditions.
Commencement Date: The date proposed by the Contractor to start the Works.
Contractor: “Queensbury Construction Group” means Queensbury Construction Group Limited (12578928) of 19 Shenley Pavillions, Chalkdell Drive, Shenley Wood, Milton Keynes MK5 6LB, or any entity who carries out the Works on the Contractor’s behalf.
Customer: The person and/or company identified on the Quotation or any entity (including any person or company) who appears to act with the Customer’s authority.
Completion Date: The date for completion of the Works.
Materials: The goods and any relevant related accessories, spare parts, documentation and other physical material set out in the Quotation and to be supplied by the Contractor to the Customer in connection with the Works.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights; in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights which subsist now or will subsist in any part of the world.
Normal Working Hours: 08:30 – 16:30 Monday to Friday inclusive, whereby the commercial banks are open for business in the City of London (excluding Bank or Public Holidays).
Premises: The location of the Works.
Price: The price payable by the Customer as detailed in the Quotation (or as otherwise varied by the Contractor pursuant to these Terms and Conditions).
Quotation: The document that identifies the Works, the Price for completing the Works, payment methods and any particular items that are to be included / excluded in the Price.
Works: The services which are to be performed for the Customer as identified on the Quotation. The Works shall exclude all items in Schedule 1 attached hereto unless expressly set out in the Quotation as being included in the Works and the Price.
It is hereby agreed that the Customer appoints the Contractor to provide the Works as identified in the Quotation. The Contractor will use reasonable skill and care in completing the Works.
This Agreement commences on receipt by the Contractor of a written instruction to proceed or relevant purchase order (“PO”). This Agreement comprises the Quotation together with these Terms and Conditions.
The Quotation and these Terms and Conditions form the entire agreement between the parties. All prior agreements, discussions, representations, warranties and covenants are superseded by this Agreement and should not be relied upon. The Contractor does not accept any conditions which may be contained in the Customer’s own order forms, purchase orders or other documents which are not consistent with the Quotation or these Terms and Conditions.
The Quotation has been calculated on the basis of the information provided by the Customer. If the Customer’s requirements or specifications change, such changes will not be covered by the Quotation and the Customer must pay in full any additional costs incurred.
The Quotation is valid for the period specified on the Quotation. If the Customer wishes to accept the Quotation after this period has expired, the Contractor may provide a revised Quotation and Price for the Works.
This Agreement shall take precedence over any previous or subsequent purchase orders, order forms or correspondence to the contrary and shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.1 The Contractor is to provide the Works using reasonable endeavours to complete the Works during Normal Working Hours by the Completion Date, unless otherwise expressly specified in the Quotation.
1.2 Having commenced the Works, the Contractor will endeavour to complete them without undue delay unless delayed or prevented from doing so by events or circumstances beyond its control, in which case it shall be entitled to additional time and, where appropriate, additional costs.
1.3 The Contractor has no liability under this Agreement where it is prevented or delayed from carrying out the Works by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, floods, fire and any act of God.
1.4 The Contractor reserves the right to implement alternative engineering solutions/practices where it is deemed that the inclusions, exclusions and assumptions of this Agreement are to the detriment of the commercial, engineering or safety practices of the Contractor. Any additional costs incurred will be fully chargeable to the Customer. The Contractor shall be at liberty to refuse to undertake any variation or variations which either alone or together materially alter the Works to be carried out pursuant to this Agreement.
2.1 The Customer shall provide accurate information in its request for a Quotation. The Contractor will not be liable for any costs, delays or additional work arising from incomplete, inaccurate or misleading information supplied by the Customer.
2.2 The Customer shall ensure that all designs, drawings and specifications which it supplies or approves are correct and suitable for the Works. The Contractor may rely upon such information when preparing its Quotation and completing the Works.
2.3 Where design services are provided by the Contractor, the Contractor will use reasonable skill and care in producing such designs, but responsibility remains with the Customer to ensure that all statutory, planning, third-party and other consents are obtained and that designs are incorporated correctly into the wider project.
2.4 The Customer shall provide free and uninterrupted access and egress to the Premises (and any necessary third-party property) for the duration of the Works.
2.5 The Customer shall ensure that all preparatory or associated works to be undertaken by the Customer or third parties are completed to the required specifications and standards, and in accordance with the Quotation, before the Contractor is required to commence work on site.
2.6 Unless notified to the contrary, it is deemed that:
2.7 Where the Quotation has been prepared following a desktop assessment, the Price is dependent on the outcome of any subsequent site visit. Any additional costs identified will be payable by the Customer.
2.8 The Contractor will not be responsible for issues or delays caused by third parties.
2.9 The Customer shall ensure that its employees and visitors comply with all access control and health and safety requirements specified by the Contractor during the duration of any installation or maintenance Works.
2.10 The Customer shall ensure adequate provision of power and light for the Contractor to carry out the Works.
2.11 The Customer shall be responsible at all times for any loss or theft of, or damage to, the Materials supplied by the Contractor, and for the safe storage of the Contractor’s materials, vehicles and equipment at the Premises.
2.12 The Customer shall reimburse the Contractor in full for the value of any of the Contractor’s materials, vehicles and equipment at the Premises that suffer loss or damage, howsoever caused.
3.1.1 The following are not included in the Works unless the Quotation expressly states otherwise (and will therefore be chargeable in addition if required):
4.1 Following a site visit (if deemed necessary by the Contractor), if the Contractor considers that variations are required to the Works and/or the Price as set out in the Quotation, such variations shall be deemed “Additional Work” and the provisions of clause 5.3 (Additional Charges) shall apply.
4.2 The Quotation is based on the material and labour costs prevailing on the date of the Agreement, unless otherwise stated. The Contractor shall have the right to vary the Price in accordance with any variations in material or labour costs after the date of the Agreement, upon submitting written details of any additional costs to the Customer. If the Customer does not accept such changes within the period stated (normally 5 working days), the Customer may terminate the Agreement, in which case the Customer shall pay the Contractor’s reasonable charges for work done and costs incurred up to termination.
5.1 Unless otherwise specified in the payment terms or agreed in writing by the Contractor, the Customer shall make payment (including VAT where applicable) in full with the instruction to proceed.
5.2 VAT is quoted at the rate current at the time of the Quotation. Should the rate change before payment is made, the Customer will be liable for VAT at the new rate.
5.3 – Additional Work & Additional Charges
If Additional Work is required to complete the Works due to:
then the Contractor shall be entitled to make additional charges (“Additional Charges”) to the Customer for such Additional Work. The Contractor will explain to the Customer the purpose and content of the Additional Work and agree the Additional Charges in advance. Payment of Additional Charges must be made in full (in cleared funds) prior to the Additional Work being carried out unless otherwise agreed. If the Customer fails to agree to the Additional Charges, the Contractor shall not be obliged to carry out the Additional Work nor to complete the Works, and the Customer shall be deemed to have terminated the Contract (see Termination provisions in the full Agreement).
5.3.5 The Contractor may at any time, without notice, set off any liability of the Customer to the Contractor against any liability of the Contractor to the Customer, whether present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If liabilities are expressed in different currencies, the Contractor may convert at a market rate of exchange for set-off purposes.
5.3.6 Where the Customer has outstanding liabilities (financial or otherwise) to the Contractor, the Contractor reserves the right to suspend, cancel or delay Works in respect of any other liabilities or obligations to the Customer.
5.3.7 The Contractor reserves the right to charge a reasonable margin (not less than 20%) on all materials, labour and subcontractor costs incurred in association with the Works, including variations and Additional Charges.
5.3.8 If a project is not complete within 365 days of acceptance, the Contractor reserves the right to apply an increase to the Price in line with the Retail Price Index (RPI). Any such increase will fall immediately due upon the expiry of the 365-day period and must be paid by the Customer to avoid suspension or delay.
13.1.1 Nothing in the Agreement shall limit or exclude the Contractor’s liability for:
13.1.2 Subject to clause 13.1.1, the Contractor shall not be liable to the Customer (whether in contract, tort including negligence, breach of statutory duty, or otherwise), arising under or in connection with the Agreement for:
13.1.3 Subject to clause 13.1.1, the Contractor’s total aggregate liability to the Customer (whether in contract, tort including negligence, breach of statutory duty, or otherwise) arising under or in connection with the Agreement shall be limited to 1% of the original Price.
13.1.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
13.1.5 This clause 13 shall survive termination of the Agreement.
14.1 The Contractor shall not be in breach of the Agreement or liable for any additional costs or delays in performing, or failure to perform, any of its obligations under or in connection with the Agreement if such delay or failure results from events, circumstances or causes related to or in connection with the COVID-19 pandemic or any associated variants.
The Contractor will be entitled to any reasonable uplift in costs associated with supply-chain shortages, material price increases or labour costs arising from or linked to COVID-19 or similar events.
The following are not included in the Works unless the Quotation expressly states otherwise:
10.1 In the event of any conflict or ambiguity between the Quotation and these Terms and Conditions, these Terms and Conditions shall take precedence.
10.2 If the Contractor agrees to accept an order for the Works and there is any conflict or ambiguity between the Customer’s order and these Terms and Conditions, these Terms and Conditions shall take precedence.
10.3 Any notice under this Agreement must be served by prepaid post or fax at the relevant Contractor or Customer address shown on the Quotation (or such other address as either party may notify in writing).
10.4 This Agreement is governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
10.5 – 10.9 This Agreement sets out the entire agreement between the parties with respect to its subject matter and supersedes all previous correspondence, discussions and understandings. No waiver shall be effective unless in writing and signed by an authorised representative. Each clause is separate and severable; if any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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