Terms & Conditions
ALL QUOTATIONS ARE SUBJECT TO DLA’s STANDARD TERMS AND CONDITIONS
STANDARD TERMS AND CONDITIONS FOR SUPPLY OF MATERIALS AND SERVICES
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 “Customer” means the organisation or person who purchases materials and services from the Supplier; “Specification Document” means a statement of work, quotation or other similar document describing the materials and services to be provided by the Supplier:
1.3 “Supplier” means DLA Building Services Limited
1.4 “Provisional Sum” means where the precise details of a part of the works is not finalised. For example when part of the site is hidden (perhaps underground or within the fabric of a building) and cannot be fully investigated prior to commencing the works. Or either work whose content is undefined. In either case, the parties will not attempt to price it accurately when they enter into this contract. Instead, the provisional sum is included within the contract price as an approximate guess. The contract (quote) provides expressly how it is to be dealt with. Within this term it is agreed that, as the works proceed, the provisional sums will be replaced with valuations of the actual work done. In this way the final cost may, decrease as well increase
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of materials and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the materials and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3 QUOTATION
3.1 Any written or verbal quotations made by the Supplier constitutes an invitation to the Customer to make an offer on the terms set out and is subject to alteration or withdrawal by the Supplier without notice.
3.2 Quotations are valid for 90 days from the date of quotation unless otherwise agreed in writing.
3.3 The Supplier shall be entitled to add to the contract price any statutory charge, import, tariff or other similar tax which is chargeable in respect of materials on the day of supply.
3.4 Any quotation containing reference to a provisional sum in respect of any materials or services to be supplied is subject to variation if the materials differ from the provisional sum allowed.
4 PRICE AND PAYMENT
4.1 The price for the supply of materials and services are as set out in the Specification Document. The Supplier shall invoice the Customer in accordance with any payment plan referred to in the specification document.
4.2 Invoiced amounts shall be due and payable within 14 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the materials and services are supplied.
4.3 The price is including VAT at the standard rate.
5 SPECIFICATION OF THE MATERIALS
All materials shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature supplied either by the Customer or the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
6 COMPLETION
6.1 The date of delivery specified by the Supplier is an estimate only. In the absence of negligence the Supplier shall not be liable for any loss, costs damages, charges or expenses caused directly or indirectly by any delay in the completion of the services or the delivery of any of the materials.
6.2 All risk in the materials shall pass to the Customer upon delivery.
7 TITLE
Title in the Materials shall not pass to the Customer until the Supplier has been paid in full for the Materials.
8 CUSTOMER OBLIGATIONS
To enable the Supplier to perform its obligations under this Agreement the Customer shall:
8.1.1 Co-operate with the Supplier
8.1.2 provide the Supplier with any information reasonably required by the Supplier;
8.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services.
8.1.4 ensure that the Supplier has full access to the property at which the services are to be provided;
8.1.5 ensure that electricity, water and toilet facilities are available during the period of the contract at the property at which the services are to be supplied;
8.1.6 ensure that no personal items or other possessions of the Customer remain in the vicinity of the services and materials to be undertaken and supplied under this Agreement; and
8.1.7 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between parties.
8.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 8.1.
8.3 In the event that the customer or any third party, not being a sub-contractor of the Supplier shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
8.4.1 the Supplier shall have no liability in respect of any delay to completion of any project; and
8.4.2 if applicable, the timetable for the project will be modified accordingly; and
8.4.3 the Supplier shall notify the Customer in writing at the same time if it intends to make any claim to additional costs.
9 ALTERATIONS TO THE SPECIFICATION DOCUMENT
9.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations to the extent of materials and/or service to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed materials and/or services and price and any other terms agreed between the parties.
9.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
9.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier in writing whether or not it wishes the alterations to proceed.
9.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alternation and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
10 WARRANTY
10.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality confirming to generally accepted industry standards and practices.
11 INDEMNITY
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customers breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any materials and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
12 LIMITATION OF LIABILITY
12.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever for breach of this Agreement, whether or not arising out of negligence, shall be limited to the price payable to the Customer under this Agreement.
12.2 In the absence of negligence the Supplier will not be liable to the Customer for any loss of business,loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
12.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability of death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or subcontractors.
13 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so.
13.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagements shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
16 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
17 WAIVER
The failure by either party to enforce at any time or for any period anyone or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of the Agreement.
18 NOTICES
Any notices to be given by either party to the other may be served by email, fax, personal service or by post the address of the other party given in the Specification Document or such other addresses as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or sent by post shall be deemed to have been delivered in the ordinary course of post.
19 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and superseded any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in the Agreement, this Agreement may be varied only by a document signed by both parties.
20 NO THIRD PARTIES
This Agreement shall not create any rights which are enforceable by anyone other than the parties to it.
21 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
