Terms and Conditions

1. Definitions

"The Company" means the appropriate Company belonging to the Chandos Group of Companies.
"The Customer" means the Corporate Entity, firm or person seeking to purchase goods and services from the Company.
"The Works" means the goods and services, which the Company has agreed to supply to the Customer.
"The Contract Price" means the price for the Works offered by the Company and accepted by the Customer.
"The Agreement" means those documents evidencing the agreement and these terms and conditions of sale.

2. Application

These conditions shall apply without modification and to the exclusion of all and any other conditions including any appearing in any form of acceptance or other document or other letter emanating from the Customer to the Company unless otherwise agreed by the Company Chairman, Company Secretary or a Director of the Company in writing.

3. Liability

(1)No liability whatsoever shall be incurred by the Company in respect of any representation made by the Company or its agents to the Customer before the Agreement was made where such representation related to or referred in any way to (i) the compliance of the goods and services to any description or (ii) the quality of the goods or (iii) the fitness for purpose of the goods and services for any purpose whatsoever unless such representation is incorporated in writing into the Agreement.
(2)Any liability under the above clause 4(1) or in respect of any expressed or implied terms of this Agreement shall be limited to the cost of the replacement of any defective part or item supplied or fitted. The Company has no liability for any consequential loss to the Customer.

4. Delivery and Completion

The Company shall notify the Customer of the date of delivery and of the date of completion of the Works. The Company shall deliver the goods to site and the Customer shall provide access, unloading and storage arrangements as required by the Company.
Failure by the Customer to provide such arrangements will render the Customer liable for any additional costs incurred by the Company as a result of such failure. Such additional costs are to be added to the Contract Price and added to interim payments to the Company. In addition the Company will be entitled to invoice for the value of the materials and the additional costs incurred, the payment due date being the date of the aborted delivery with the final date for payment being 7 days thereafter.
The Company shall notify the Customer when the Works are complete.

5. Risk

The risk in the goods will pass to the Customer at the time of delivery to the Customer’s site so that they will be at the Customer’s risk thereafter and the Customer will on behalf of the Company insure the goods until property in the goods passes to the Customer.

6. Property

The property in the goods will not pass to the Customer until payment in full has been made to the Company in respect of the goods delivered to site.

7. Time

The company undertakes to use its best endeavours to meet the Customer’s programme requirements, but does not guarantee to do so. Time shall not be of the essence of the Agreement unless expressly so stipulated in writing by the Company. If so stated and the progress of the Company’s work is delayed by additional and/or varied work, instructions by the Customer, suspension of performance by the Company under clause 8(3), inclement weather, strikes, lockouts, fire, accidents, defective material, receipt of raw materials or brought in goods or components or any other cause beyond the reasonable control of the Company then the Customer shall grant the Company a reasonable extension of time as estimated by the Company for completion of the Works. Where time is stipulated in writing and any delay in completion of the Works is caused by the default or defaults of the Company then any claim by the Customer in respect of damages caused by such delay is limited to 1% of the Contract Price for each week of delay such damages are capped at 5% of the Contract Price.

8. Payment

(1)The following stage payments are to be made by the Customer to the Company prior to the commencement of work on site:
Non-Account Customers 10% of the Contract Price is to be paid with the Customers acceptance of the Company’s quotation. 40% of the Contract Price is to be paid 10 days prior to date of delivery of goods to the Customer’s site.
Account Customers 10% of the Contract Price is to be paid with the Customer’s acceptance of the Company’s quotation. The final dates for payment of the above stage payments are the dates stated above when amount is to be paid.
(2)Where the duration of the work on site is not to exceed 28 days then the balance of the Contract Price plus any additional items is to be paid by the Customer on completion of Works as follows
Non-Account Customers Payment due date, the date of the Company’s invoice with the final date for payment being 7 days thereafter.
Account Customers Payment due date, the date of the Company’s invoice with the final date for payment on net monthly account
(3)Where the duration of the work on site is to exceed 28 days then from commencement of the Works on site the Company shall be entitled to monthly interim payments from the date of its first application/invoice for payment. The Company’s application/invoice for payment shall set out the value of work completed and the value of materials on site on a pro rata basis making allowance for payments made by the Customer in advance of commencement of work on site. The payment due date is the issue date of an application/invoice for payment from the Company and the final date for payment is 14 days after the payment due date. The Company shall be entitled to payment of the amount in its application/invoice for payment unless the Customer issues a notice of payment to the Company not later than 3 days after the payment due date. The Customer may issue a notice of withholding payment not later than 7 days before the final date for payment. The notice of withholding payment shall identify the ground(s) for withholding payment and the amount to be withheld in respect of each ground if there is more than one. If the Customer fails to issue either a notice of payment or a notice of withholding payment then the Company shall be entitled to payment in full of the amount in its application/invoice for payment. The Customer shall hold no retention from interim payments unless agreed in writing by the Company. If a retention is held then it will be released in full by the Customer immediately on completion of the Works as notified by the Company under clause 4 above. The completion date of the Works being the payment due date for payment of any retention withheld by the Customer. The Company shall issue its final application/invoice for payment on the completion of the Works, the payment due date being the issue date and the final date for payment being 14 days thereafter.
(4)If the Customer fails to pay the amount or any part of the amount due to the Company by the final date for payment then the Customer shall pay to the Company in addition to the amount not properly paid simple interest thereon for the period until such payment is made. The rate of interest payable shall be 8% over the Base Rate for the Bank of England, which is current at the final date for payment.
(5)Not withstanding (4) above if the Customer fails to pay the amount or any part of the amount due by the final date for payment then the Company may suspend performance of its obligations under the Contract subject to the Company giving the Customer 7 days notice of intention to suspend performance, stating the ground or grounds on which it is intended to suspend performance.

9. Additional and/or Varied Work

Any additional and/or varied work instructed by the Customer shall be charged for on a time and material basis and valued in accordance with the latest edition of the "Definition of Prime Cost of Daywork carried out under a Building Contract" issued by the Royal Institution of Chartered Surveyors with the following percentage additions:
(i) Labour – 150%
(ii) Plant - 20%
(iii) Materials - 15%
The value of such additional and/or varied work is to be added to the Contract Price and added to the next interim/final payment due to the Company.

10. Loss and Expense

Where the progress of the Company’s Work has been delayed and /or disrupted by additional and/or varied work or by the Customer’s instructions or the Customer’s actions or failure to act or by the Customer’s Sub-Contractors or agents actions or failure to act then such delay and/or disruption shall be brought to the attention of the Customer by the Company. The Customer shall reimburse the Company such loss and expense as calculated by the Company has been incurred as a result of the delay and/or disruption to the progress of the Works. Such loss and expense is to be added to the Contract Price and added to the next interim/final payment due to the Company.

11. Determination

The Company may at any time by notice in writing to the Customer determine its employment under this Agreement. The Company will be entitled to recover from the Customer the value all work completed, materials on site and any other sums it is entitled to recover under these terms and conditions. The Company will raise an application/invoice for payment in respect of its entitlement following such determination, which is to be paid in accordance with clause 8(3) above.

12. Adjudication

Either party may refer a dispute at any time to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998. The adjudicator shall be Mr Peter W Dale of 11 Barcheston Road, Cheadle SK8 1LJ, if he is not available, then the dispute is to be referred to a person to be appointed by the Royal Institution of Chartered Surveyors Dispute Resolution Service.

13. Jurisdiction

This Agreement shall in all respects be governed and construed in accordance with English Law and the Company and the Customer agree to submit to the jurisdiction of the English Courts.