MANOR INTERIOR SOLUTIONS LIMITED

TERMS OF CONTRACT 2026

(Business-to-Business Only)

1. DEFINITIONS AND INTERPRETATION

In these Terms:

• “Contractor” means Manor Interior Solutions Limited.
• “Client” means the person, firm or company entering into the Contract with the Contractor.
• “Works” means the works described in the Contract Documents.
• “Contract Documents” means these Terms, the Contractor’s quotation, specification, drawings, programme, Purchase Order (if applicable), schedules, and any documents expressly incorporated by reference.
• “Contract Sum” means the sum stated in the Contract Documents, as adjusted in accordance with the Contract.
• “Substantial Completion” means completion of the Works in accordance with the Contract Documents, save for minor snagging items, and subject always to the delivery of all required compliance documentation.

These Terms apply only to business-to-business contracts unless expressly agreed otherwise in writing.

Headings are for convenience only and do not affect interpretation.

In the event of any inconsistency or discrepancy between the Contract Documents, the order of priority shall be:

• any agreed written variation or addendum expressly stated to take priority;
• these Terms of Contract;
• the Contractor’s quotation and specification;
• drawings and other supporting documents.

2. FORMATION OF CONTRACT

A binding contract shall come into existence upon the earliest of:

• written acceptance of the Contractor’s quotation;
• issue of a Purchase Order by the Client; or
• commencement of the Works.

These Terms shall prevail over any terms or conditions submitted by the Client unless expressly agreed in writing and signed by a Director of the Contractor.

3. SCOPE OF WORKS

The Contractor shall carry out the Works in accordance with the Contract Documents.

The Contract Sum is deemed to include all work reasonably required to complete the Works in accordance with the Contract Documents, whether or not expressly stated.

No variation to the Works shall be binding unless instructed or agreed in writing in accordance with clause 8.

4. STATUTORY COMPLIANCE AND BUILDING SAFETY

The Contractor and the Client shall comply with all applicable legislation, including without limitation:

• the Building Safety Act 2022;
• the Fire Safety Act 2021;
• the Building Regulations;
• the Construction (Design and Management) Regulations 2015;
• all relevant health and safety legislation.

Where applicable, the Client shall cooperate fully with the Contractor in discharging any dutyholder obligations and shall provide all information reasonably required to enable compliance, including information required to support the Golden Thread of information.

The Works shall not be deemed complete until all required statutory and compliance documentation has been provided.

5. CLIENT OBLIGATIONS

The Client shall:

• provide uninterrupted access to the site;
• ensure that all information supplied is accurate and complete;
• obtain all necessary approvals and consents unless otherwise agreed;
• not interfere with the orderly execution of the Works.

Any failure by the Client to comply with this clause shall entitle the Contractor to an extension of time and/or adjustment to the Contract Sum.

6. PROGRAMME AND DELAYS

The Contractor shall carry out the Works with reasonable skill and diligence.

The Contractor shall be entitled to a fair and reasonable extension of time where progress is delayed by matters beyond its reasonable control, including but not limited to Client delay, variations, adverse site conditions, statutory authority actions, or supply chain disruption.

6.1 Loss and Expense

Where the regular progress of the Works is materially affected by any act, omission, default, instruction, variation, suspension, or failure by the Client or by any person for whom the Client is responsible, the Contractor shall be entitled, in addition to any extension of time, to recover such direct loss and or expense as is reasonably incurred as a result, including but not limited to prolongation costs, standing time, remobilisation costs, and disruption.

The Contractor shall notify the Client as soon as reasonably practicable of the circumstances giving rise to such loss and or expense and shall provide reasonable particulars to enable assessment.

7. SUSPENSION

Where the Client fails to pay any sum due by the final date for payment, the Contractor may suspend performance of the Works on giving not less than seven (7) days’ written notice.

The Contractor shall be entitled to recover all reasonable costs and time arising from suspension.

8. VARIATIONS

Variations include additions to, omissions from, or changes to the Works.

Variations shall be instructed or agreed in writing.

Variations shall be valued using agreed rates where applicable, or otherwise at fair and reasonable rates.

Work undertaken without written instruction is undertaken at the Client’s risk and may not be paid.

9. SUBSTANTIAL COMPLETION AND HANDOVER

The Contractor shall notify the Client when the Works are substantially complete.

Substantial Completion shall not be achieved until all required certificates, test results, as-built information, operation and maintenance manuals, and statutory documentation have been provided.

10. DEFECTS

The Contractor shall make good defects notified within twelve (12) months from Substantial Completion, excluding defects arising from misuse, alteration, or fair wear and tear.

11. PAYMENT

The payment provisions in this clause represent the Contractor’s standard payment terms.

Where the Contract Documents expressly provide for project-specific payment terms, those terms shall prevail.

Unless otherwise agreed:

• Applications for payment shall be made monthly;
• The due date shall be the last day of the month of application;
• The final date for payment shall be 35 days from the due date.

Payment notices and pay-less notices shall be issued in accordance with the Housing Grants, Construction and Regeneration Act 1996 (as amended).

11.1 Set-Off

The Contractor may set off against any sum otherwise due or becoming due to the Client under the Contract any sums due or reasonably estimated to be due from the Client to the Contractor under or in connection with the Contract. Nothing in this clause shall affect the operation of any payment notice or pay-less notice issued in accordance with the Housing Grants, Construction and Regeneration Act 1996 (as amended).

12. INTEREST ON LATE PAYMENT

Interest shall accrue on late payments at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

13. RETENTION

Where retention applies, it shall be stated in the Contract Documents.

Unless otherwise agreed, retention shall be released as follows:

• 50% at Substantial Completion;
• 50% at twelve (12) months after Substantial Completion.

14. TITLE AND RISK

Title to materials shall pass upon payment.

Risk shall pass upon delivery to site.

15. TERMINATION

The Contractor may terminate the Contract for non-payment, insolvency, or material breach by the Client.

Termination shall not affect accrued rights or remedies.

16. LIMITATION OF LIABILITY

The Contractor’s total liability shall not exceed the Contract Sum.

Nothing in this Contract shall limit liability for death or personal injury caused by negligence.

16.1. Exclusion of Consequential Loss

Notwithstanding any other provision of the Contract, neither party shall be liable to the other for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of use, or any indirect or consequential loss or damage arising out of or in connection with the Contract, whether arising in contract, tort (including negligence), or otherwise.

17. FORCE MAJEURE

Neither party shall be liable for delay or failure arising from events beyond reasonable control.

18. DISPUTE RESOLUTION

Any dispute may be referred to adjudication at any time in accordance with the Scheme for Construction Contracts.

Disputes not resolved by adjudication shall be referred to arbitration.

19. CONFIDENTIALITY AND DATA PROTECTION

Each party shall keep confidential information confidential.

The parties shall comply with UK GDPR and applicable data protection legislation.

20. INTELLECTUAL PROPERTY

All intellectual property created by the Contractor remains the property of the Contractor unless expressly agreed otherwise.

21. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of England and Wales.

Manor Interior Solutions