M.W.C (ROOFING) LIMITED CONDITIONS OF CONTRACT

 

 

  1. INTERPRETATION

In these Conditions (where the context allows).

  1. “the Company” means  M.W.C (Roofing ) Ltd;
  2. “the Client” means the person accepting, or placing and order against, the estimate;
  3. “supply only contract” means contract which does not provide for the fixing of the goods by the Company;
  4. “fixing contract” means a contract which provides inter alia for the fixing of the goods by the Company;
  5. “the estimate” means the Estimate and Specification set out overleaf and (if applicable) in any accompanying documents and incorporating these conditions;
  6. “the goods” means goods and materials the subject of the Estimate;
  7. “RIBA sub-contract” means a form of sub-contract for the time being approved by the National Federation of Building Trades Employers (and others) for use where the sub-contractor is either nominated or not nominated under the RIBA form of main contract.
  1. APPLICATION OF CONDITIONS
    1. If the Company and the Client shall enter into a RIBA sub-contract or a contract incorporating the current General Conditions of Government Contracts for Building and Civil Engineering Works in respect of the goods and work (in the case of a fixing contract) the subject of the Estimate, conditions 2(b) and conditions 3-16 inclusive below shall not apply or shall cease to apply.
    2. Subject to paragraph (a) of this condition, the terms contained in the Estimate and in these Conditions 1-16 inclusive shall apply to any contract arising between the Company and the Client in relation to the goods and work (if any) the subject of the Estimate, and unless at the time of the Client accepting the Estimate (or placing an order against it) such acceptance or order contains a specific statement that the Client objects to this Condition 2(b) such acceptance or order shall be deemed to contain a statement by the Client that if it is or purports to be subject to terms and conditions, they are to be disregarded and of no effect to the extent that they are at variance with, or repugnant to these Conditions.
  1. ACCEPTANCE PERIOD

Unless the Company otherwise agrees in writing, or unless the Estimate is withdrawn by the Company prior to its acceptance, the Estimate is open for acceptance by the Client for a period of 30days from its date, and if not so accepted shall be automatically withdrawn.

 

  1. CLIENT’S CREDIT

If the Company notifies the Client before or upon submission of the Estimate that it requires references for the Client, the Estimate shall be conditional upon the receipt by the Company within 14 days of the date of acceptance of the Estimate of one bank and two trade references for the Client satisfactory to the Company. If any such references are not forthcoming within that period, or if the Company notifies the Client that any references received are not satisfactory, the Estimate shall be automatically withdrawn or(if the Estimate shall have been accepted) any contract so arising shall be terminated, unless within that period arrangements satisfactory to the Company can be made for the payment in advance of the whole or part of the Contract price specified in the Estimate.

 

  1. DRAWINGS ETC.
    1. Unless otherwise stated by the Company in writing, all statements, descriptions, representations, specifications, drawings and particulars of weights and dimensions in the Estimate or in any catalogue drawing, advertisement, leaflet or other publication are approximate only and shall not be  construed as enlarging, varying or overriding these Conditions or of forming part of any contract.
    2. If any drawing, specification or other particulars supplied by the Company is based on information provided by the Client, or if the goods are manufactured or assembled by the Company on the basis of such information, the client shall be responsible for ensuring its accuracy.
    3. The property and copyright in all drawings, specifications and other particulars supplied by the Company shall remain vested in the Company, and the Client shall preserve the confidentiality of all information contained therein.
  1. DELIVERY AND COMMENCEMENT OF WORK
    1. the Company shall deliver the goods at its own expense to the location stated in the Estimate. Unless the Company otherwise agrees in writing, the Client shall be responsible for unloading the goods on delivery.
    2. The Company shall use all reasonable endeavours to meet any delivery date or period stated in the Estimate, but time shall not be deemed of the essence and (subject to the foregoing obligation) the Company shall not be liable for any delay in delivery (or for any consequential or other loss arising therefrom) howsoever such delay may have been caused. The Client shall supply the Company with all information necessary for the manufacture and preparation of the goods within sufficient time to enable the Company to meet any delivery date or period stated in the Estimate. Unless otherwise stated in the Estimate, any delivery period stated therein shall take effect from the date of the placing of any order against the Estimate or (if later and applicable) fulfilment of condition 4 above.
    3. If the Client fails (other than through failure or delay on the part of the Company)to accept delivery of the goods within a reasonable time after the delivery date or period specified in the Estimate or (if no such date or period is so specified) within a reasonable time after notification by the Company to the Client that the goods are ready for delivery, the Company shall be entitled (without prejudice to any other rights it may have) to deliver the goods to the location stated in the Estimate, or to store the goods at the cost and risk of the customer.
    4. Risk or loss, or damage to, the goods shall pass to the Client immediately upon delivery (or, if applicable, upon storage of the goods pursuant to paragraph (c) of this condition)
    5. In the case of a fixing contract, the Client shall be responsible for storing and protecting the goods following delivery and for keeping them separate from any goods of the Client or of any third party, clearly marked  or identified as the property of the Company, until the goods are required by the Company for fixing.
    6. In the case of a fixing contract, and unless otherwise agreed in writing, the Company shall be entitled to at least fourteen days notice following delivery of the goods to attend on site for fixing.
  1. QUALITY
    1. The Company shall t its option either (i) replace or repair any goods or (if applicable) correct or remedy the fixing of any goods, or (ii) give the Client a reasonable credit of allowance in respect thereof, where in either case it is shown to the Company’s reasonable satisfaction that such goods are defective or have been defectively fixed by the Company PROVIDED THAT
  1. the defect arises solely from faulty design, materials or workmanship and is not attributable to fair wear and tear or negligence or improper use, handling or storage by the Client or any of its servants or agents or ay third party (other than the Company and its servants or agents)/

               (ii)  the defect is notified to the Company in writing within seven days of  delivery (in the case of a supply-only contract) or within seven days   of fixing (in the case of a fixing contract).

  1. (in the case of a supply-only contract and if reasonably practicable) the defective goods are set aside by the Client and made available for inspection by the Company ; and
  2. This undertaking does not apply to any goods (or parts thereof) not manufactured by the Company, in respect of which the Company shall transfer (so far as it is able) the benefit of any such guarantees as it may receive from the supplier or manufacturer of any goods.
    1. Except as provided in paragraph (a) of this condition and as hereinafter provided, the Company shall be under no liability whatsoever in respect of any loss, damage, injury or expense arising directly or indirectly from any defect in any goods supplied to the Client or from the installation or fixing of any goods by the Company and in particular (but without prejudice to the generality of the foregoing) the Company shall not be liable for the cost of any work done , any transport costs incurred , any loss of profit or any liability to third parties incurred by the Client in consequence of such defect or of the installation or fixing of the goods by the Company PROVIDED THAT the provisions of this paragraph (b) shall not operate to exclude or restrict.
  3. The Company’s liability for death or personal injury resulting from negligence (as herein before defined) except in so far as such provisions satisfy the requirements of
  4. in the case of any other loss or damage , the Company’s liability for negligence (as herein before defined) except in so far as such provisions satisfy the requirement of reasonableness within the meaning of section 2(1) of the Act.

 

  1. Save as hereinbefore provided, all guarantees, representations, conditions and warranties as to quality, condition workmanship, fitness for any purpose or otherwise, and whether express or implied by statute or common law, are hereby expressly excluded, provided that nothing herein shall apply so as to exclude or purport to exclude the liability conferred on a seller by the provisions of section 12 Sale of Goods Act 1979.
  1. FIXING

In relation to a fixing contract, the Client shall be responsible for the      following (at its own expense):

    1. (if required by the Company), the provisions of suitable and safe scaffolding for the purpose of access of the installation and fixing areas;
    2. the provision of water and electrical power supplies within reasonable access of the installation and fixing areas:
    3. the provision of adequate and protected storage for the goods not more than fifteen metres from the place of installation or fixing;
    4. the provision of installation openings which in height and width are between 6 and 12mms more than the respective measurements of the units shown in the Company’s working drawings;
    5. the cutting of chases and the preparation of the installation openings ready for fixing;
    6. the satisfactory completion and inspection of all work required to be carried out to the installation of fixing areas by other trades prior to installation of the goods; and
    7. (following installation or fixing of the goods) the removal of any protective tape or materials from the goods and the cleaning of all glass, frames and other goods.
  1. ADJUSTMENTS TO CONTRACT RPICE
    1. Unless otherwise stated in the Estimate , the contract price in the Estimate is based upon the following assumptions inter alia;
  1. (in the case of a fixing contract) that the work can be completed by the Company in one visit to the site and during normal working hours; and

(ii)  that any dimensions supplied to the Company by the Client are

  Accurate

    1. To the extent that any of these assumptions in paragraph (a) of this condition is incorrect and as a result the Company incurs additional costs or expenses not covered by the Contract price in the Estimate, or if the Company incurs any additional costs by reason of the Client’s failure to perform any of its obligations set out in Condition 8 the Company shall be entitled to increase the Contract price in the Estimate accordingly.
    2. The contract price in the Estimate shall be increased to reflect any increase in costs between the date of the Estimate and completion of the contract work on the following basis: in accordance with the fluctuation provisions contained or referred to in the Estimate:
    3. The contract price in the Estimate (adjusted if appropriate in accordance with the foregoing provisions of this condition) shall be subject to Value Added Tax at the rate for the time being in force whether or not it is shown in the estimate.
  1. PAYMENT AND INTEREST
    1. In the case of a supply only contract, the contract price in the Estimate (adjusted if applicable as aforesaid) shall be paid by the Client to the Company on or before the last business day of the month following the month in which the good s are delivered.
    2. In the case of a fixing Contract the Contract price is Estimate (adjusted if applicable as aforesaid) shall be paid by monthly instalments on the last business day of each month during the whole or part of which the work is in progress. Each such instalment (other than the last) shall be of an amount equal to 90% of the value of the work performed and goods delivered during the month in which such instalments is payable, and such value shall be determined by the Company in its discretion. The final instalment shall be an amount equal to the unpaid balance of the contract price (adjusted if applicable as aforesaid) and shall be paid on the last business day of the month next following the month in which the work is completed.
    3. Interest accruing from day to day, shall be charged on all overdue payments at the rate of 4% above Barclays Bank Base Rate for the time being, and shall be payable by the Client of the Company immediately upon demand.
  1. PROPERTY IN GOODS

Property in the goods shall not pass from the Company to the Client until the contract price (adjusted if applicable as aforesaid) together with all other amounts due by the Client to the Company hereunder shall have been paid in full.

 

  1. SAFETY ETC.

The Client shall comply with any Act of Parliament, any instrument, rule or order made under any Ac of Parliament, or any regulation or bylaw of any local or other relevant authority for the time being imposed upon it in relation to the subject matter of the Estimate (without prejudice to the generality of the foregoing) all health and safety requirements and regulations, and the Client shall indemnify the Company against all loss, damages, expenses, liabilities, claims and demands suffered by or made against the Company arising directly or indirectly from any breach of or non-compliance with any of the foregoing by the Client.

 

  1. PACKAGING

The Client shall pay to the Company as an addition to the Contract  price in the Estimate the cost of all returnable packaging for the goods, but the Client shall be entitled to a full refund or credit immediately upon the return to the Company carriage paid in good and re-useable condition within fourteen days of the goods.

 

  1. FORCE MAJEURE

The Company shall be liable to the Client or incur any penalties for the failure to perform or for the delay in the performance of any of its obligations hereunder, where such failure or delay is due wholly or in part, directly, to causes beyond its reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, war, acts of the enemy, riots, civil disorders, sabotage, strikes, lockouts, industrial disputes, labour shortages, work delays or stoppages, power, utility or energy failure or shortages, shortages of appropriate materials or unavailability of supplies or machinery, breakdown in machinery or equipment, transportation embargoes or delays, exceptionally inclement weather, delay on the part of the third parties (including other trades), acts or omissions of the Client, acts of God, acts or regulations or priorities of the government or branches or agencies thereof , or for any consequential loss or loss of profit arising therefrom.

 

  1. DEFAULT

If the Client makes default in the payment of any sum payable hereunder or is in breach of any other obligation hereunder or if the Client shall have distress or execution levied upon any of its goods or shall make any arrangement with creditors or if any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, the Company shall have the  right by notice to the Client to terminate the Contract between the Client and the Company relating to the subject matter of the Estimate, without prejudice to any other claim or right which the Company might have or exercise.

 

  1. NOTICE

Any notice or notification to be given under these Conditions may be sent by first class prepaid post addressed (in the case of the Company) to its registered office for the time being, and (in the case of the Client) to its address set out overleaf, or to such other address as the Company or the Client (as the case may be) shall have notified to the other for the purpose. Any notice or notification sent as aforesaid shall be deemed to have been received and given forty-eight hours after the same was posted.