TERMS OF CONTRACT 2023 Rev 1.0

1. THE CONTRACT

• Manor Interior Solutions Limited of registered office at Seven Grange Lane, Pitsford, Northampton, England, NN6 9AP (“the Contractor”) agrees to carry out certain work (“the Works”) for the Employer identified in the Contract Documents (“the Employer”) (the Contractor and the Employer together “the Parties”) for the sum set out in the Contract Documents (“the Contract Sum”) or such other sum as may become payable under these Terms of Contract.
• The Contract is comprised of the following documents (together “the Contract Documents”):
  • These Terms of Contract; and
  • The Contractor’s quotation and any documents referred to therein.
• The Contractor shall be entitled to rely on all measurements or quantities provided by the Employer. Where these measurements are not correct, and accordingly materials or products which are ordered or provided by the Contractor are the wrong size, the Employer shall bear the expense of rectifying this.
• No standard form terms, exclusions or other terms not individually negotiated by the Contractor shall be part of this Contract or of any effect.
• Any drawings that form a part of the Contract must be approved by the Contractor prior to the execution of this Contract. Any works required by drawings that have not been so approved shall be treated as variations.
• The Contractor shall carry out and complete the Works and the Employer shall make payment, both in accordance with the Contract.
• The documents comprising the Contract Documents are to be read together and as a whole. In the case of any inconsistency, contradiction or ambiguity as between the documents comprising the Contract Documents, the inconsistency, contradiction or ambiguity shall be resolved at the Contractor’s discretion and shall be treated as a variation.
• References to days in this Contract are references to calendar days.

2. INSTRUCTIONS

• The Employer may issue instructions to the Contractor in relation to the Works. Instructions must be issued in writing and emailed to the Contractor’s Contract’s Manager or any other person who the Contractor may nominate from time to time.

3. VARIATIONS TO THE WORKS

• Variations to the Works are defined as additions to, omissions from, or changes to the Works (including changes to the timing, method, or conditions of the Contractor carrying out the Works).
• The Contractor may, at its discretion, require the Employer to agree a price before varied work is carried out. For the avoidance of doubt, it is not a condition of payment for any variation that the price for the variation must be agreed beforehand.
• All variations shall be valued on the following bases:
  • If the variation is for work similar in character, quantity and conditions of execution to work set out in the Contract Documents, the rates and/or prices for the similar work set out in the Contract Documents shall be used as the basis of the valuation;
  • If the variation is for work similar in character but dissimilar in quantity to work set out in the Contract Documents, the rates and/or prices for the work of similar character set out in the Contract Documents shall be used as the basis of the valuation and a fair allowance shall be made for the dissimilarity of quantity; and
  • If the variation is for work dissimilar in character to work set out in the Contract Documents or the variation cannot properly be valued by measurement, fair rates and/or prices shall be used as the basis of the valuation.
• Variations to the Works are to be undertaken in a manner and at a time to be determined in the Contractor’s absolute discretion. Without limitation to this, the Contractor reserve the right to:
  • Undertake variations to the works described in the Contract Documents at the time such works are ongoing;
  • Undertake variations which are in addition to the works described in the Contract Documents after such works described in the Contract Documents have been completed; and
  • Undertake any variation to the Works at a time and in a manner which does not conflict with any other of the Contractor’s commitments (whether known about by the Employer or not), such conflicts to be determined by the Contractor in their absolute discretion.
• Notwithstanding any other provision of this Contract, the Contractor may vary the Contract Sum from the amount set out in the quotation to reflect market fluctuations in the price of materials, goods or labour.

4. THE CONTRACT PERIOD

• Any works that the Contractor are required to provide under this Contract shall be completed within a reasonable time.
• On receipt of any deposit that is require to be paid, non-binding programme dates can be specified and lead in times will commence. Without prejudice to the position that the Contract works shall be completed within a reasonable time, the Employer agrees that any delay in paying the Contractor the deposit will entitle the Contractor to a commensurate extension to the contract period.
• Practical completion will be deemed to have taken place on the date that the Employer takes possession of the site or the works, unless notified earlier by the Contractor issuing a practical completion certificate.

5. DIRECT LOSS AND/OR EXPENSE

• If the Contractor incurs any direct loss and/or expense owing to the regular progress of the Works materially being affected by any impediment, prevention or default by or on behalf of the Employer (whether by act or by omission), any such direct loss and/or expense shall be included in the Contractor’s applications for payment and shall be paid by the Employer pursuant to clause 2.3.
• Without limitation to this, the Contractor reserves the right to include in its payment applications any loss and/or expense caused by any of the following:
  • Delay in decision making by the Employer;
  • Delay in the Employer issuing instructions;
  • Any fault or defect that arises as a consequence of the use by the Contractor of any unsuitable or faulty materials or parts which have been supplied by the Employer or the Employer’s suppliers, to be used or incorporated into the Works by the Contractor;
  • Adverse weather.

and such loss and/or expense shall be paid by the Employer pursuant to clause 6.2.3.

• In the event that any additional time added is to the programme, the Contractor shall be entitled to payment of any additional prelims on a pro-rata basis against the Contract prelims.

6. PAYMENT

• The Contractor will apply to the Employer for payment and the Employer will make payment to the Contractor as follows:
  • The Contractor will submit to the Employer written applications for payment and/or invoices. Each written application for payment and/or invoice shall specify the amount that the Contractor considers to be due at the date of that application and the basis of the calculation of that amount;
  • The due date for the Employer’s payment of any sum due to the Contractor shall be the day on which an application for payment and/or invoice was sent to the Employer;
  • The final date for the Employer’s payment of any sum due to the Contractor shall be 7 days from the due date;
  • The Employer shall give the Contractor a payment notice specifying the amount considered by the Employer to have been due at the due date and the basis of the calculation of that amount not later than 5 days after the due date; and
  • If the Employer intends to pay less than the amount specified in their payment notice issued pursuant to clause 1.4 of these Terms of Contract, the Employer shall give the Contractor a pay less notice specifying the sum that the Employer considers to be due at the date of service of the pay less notice and the basis on which that sum is calculated not later than 1 day before the final date for payment.
• The Contractor’s applications for payment and/or invoice, and the Employer’s liability to make payment, shall be in respect of the aggregate of the following sums:
  • The value of those parts of the Works carried out to the due date relevant to the application for payment; plus
  • The value of any materials properly stored at the site of the Works by the Contractor for use or incorporation in the Works; plus
  • Any loss and/or expense to which the Contractor is entitled under the Contract; less
  • All previous payments made by the Employer; less
  • Any retention that it has been agreed shall be held by the Employer; less
  • Any deposit paid by the Employer.
• In respect of any retention held by the Employer, the final date for payment of the retention to the Contractor shall be the date of completion of any Snagging.
• In relation to all payments made to the Contractor under and in connection with the Contract, the Employer shall also pay such VAT as is properly chargeable.
• If any sum payable to the Contractor by the Employer under the Contract is not paid, in whole or in part, by its final date for payment, interest shall thereafter accrue upon the sum not paid at the simple rate of 8% above the Bank of England base rate per annum plus the Contractor’s debt recovery costs including but not limited to any professional fees or other fees incurred by the Contractor.
• Payment in currency other than pounds sterling (GBP) will incur a 2% surcharge on top the currency rate set by Barclays bank for commercial transactions at the date of this Contract.
• No extra charges on the Payment Due Date, any unpaid invoices after 7 days incur a £350 administration charge. Further delays beyond the due date result in an 8% daily charge. For more details on the 8% daily charge, refer to: Late Payment Interest Explanation

7. ACCESS TO AND CONDITIONS OF THE SITE

• The Employer shall throughout the Contract Period (save for any period of suspension) and any extensions thereof give the Contractor exclusive access to the site of the Works.
• Adequate security for the site shall be provided by the Employer.
• The Employer shall reimburse the Contractor’s losses if any of the Contractor’s goods, materials, tools or other possessions are stolen or otherwise removed from the site without the Contractor’s express permission, and the Employer shall be liable for any costs incurred by the Contractor in hiring replacement tools as a consequence of any such loss.
• The Employer accepts full responsibility and liability for any third party or parties whom the Employer permits access to the site (such access shall only be by agreement with the Contractor).
• The Contractor shall not be liable for any damage to the Works or to any other area of the site caused by any third party.
• The Contractor reserves the right to cease the Works in the event of adverse weather conditions. Such cessation of the Works is at the Employer’s risk and the Contractor shall not be liable for any loss and/or expense incurred by the Employer and any programme shall be extended accordingly.
• The Contract Sum is an estimate based on the standard working times/normal working hours. Work outside of these hours is a variation.
• The Employer shall provide the Contractor with such facilities as may be necessary in order to allow him to complete the Works.
• Where the site is indoors, the Employer shall ensure that there is adequate ventilation.
• Unless the Sub-Contract Documents specify otherwise, the Employer shall be responsible for any cleaning and redecorating which is necessary to the site after the Contractor has completed the Works.
• The Employer shall be responsible for any permissions, licenses or consents which are necessary in order for the Works to be provided. The Employer warrants that he has applied for and obtained all such necessary permissions, license or consents prior to the commencement of the Works.

8. DEFECTS AND SNAGGING

• A list of any minor defects at substantial completion of the Work (“Snagging”) is to be prepared by collaboration between the Employer and the Contractor within 14 days of substantial completion of the Works and agreed and signed prior to rectification of such defects.
• The Contractor shall make good any defects or faults in the Works which the Employer notifies to the Contractor at any time up to 366 days after the date on which the Works are substantially completed (“the Defects Liability Period”).

9. SUSPENSION OF THE WORKS

• If the Employer fails by a final date for payment to pay any sum due to be paid to the Contractor, the Contractor has the right to suspend carrying out all or part of the Works subject to the Contractor first giving the Employer 1 days’ written notice of intention to suspend setting out the grounds on which suspension is based. The Contractor is entitled to payment of loss and expense incurred in respect of suspension, including costs of demobilisation and remobilisation.

10. TITLE AND RISK

• Until the final payment has been made, all goods remain the property of the Contractor.
• Notwithstanding clause 1, risk in the goods shall pass to the Employer upon reaching the site and the Employer shall arrange insurance cover for the goods while they are on the site.

11. LIMITATION OF LIABILITY

• The Contractor’s maximum aggregate liability under and in connection with the Contract (but not affecting liability in respect of death and personal injury, which liability is not limited) and including without limitation liability for damages or other compensation for breach of Contract, breach of statutory duty, delays, disruption, consequential loss, breach of tortious duty, any indemnity, and any claim for contribution shall be limited to the sum of the following:
  • In respect of any and all liabilities in respect of which the Contractor is insured and in respect of which its insurers make payment to it (receipt of which payment is a condition precedent to the Contractor having any corresponding liability to the Employer), the amount of the payment made to the Contractor; and
  • In respect of any and all other liabilities and subject always to clause 2 below, the original Contract price as stated in the Contract Documents (and for the avoidance of doubt not taking into account any changes to the Contract Sum arising during the course the Works).
• The Contractor’s maximum aggregate liability under and in connection with the Contract in respect of delay (whether that liability be in liquidated or unliquidated damages or otherwise) shall be ten percent of the original Contract Sum as stated in the Contract Documents (and for the avoidance of doubt not taking into account any changes to the Contract Sum arising during the course of the Works).
• The Contractor shall be liable to rectify or as may be necessary replace any of the Contract Works which are defective, that liability being subject to the other provisions of this Contract. The Contractor shall not be liable for any consequential or indirect losses arising as a result of any such rectification or replacement.
• Any claim by the Employer must be made in writing within 28 days of the occurrence of the event giving rise to that claim and the Contractor shall always be afforded the opportunity to correct any default. The Contractor shall not be liable in respect of any claim unless these requirements have been complied with.
• The Contractor shall not be responsible in any circumstances to the Employer or any third party for any loss of profit or indirect or consequential economic damage or loss, howsoever caused, whether as a result of negligence, misrepresentation, breach of contract or otherwise.
• The Contractor accepts no responsibility for and shall not be liable for:
  • Checking the suitability of any goods or materials supplied by or on behalf of the Employer.
  • Any fault or defect that arises as a consequence of the use by the Contractor of any unsuitable or faulty materials or parts which have been supplied by the Employer or the Employer’s suppliers, to be used or incorporated into the Works by the Contractor;
  • Any loss or damage suffered by the Employer as a result of the delivery of services being delayed or postponed for any reason.
• The limitations of liability in the foregoing clauses are effective to the maximum extent permissible by law. In the event that any of the limitations of liability in the foregoing clauses require to be construed in a particular and/or restrictive way in order to be legally permissible and effective, it shall be so construed, but with all other limitations continuing with full force and effect.
• The Employer acknowledges that its attention has expressly been drawn to the foregoing clauses 1 to 11.7.

12. INDEMNITY
    • The Employer shall indemnify the Contractor against any loss or damage which results from the Employer’s breach of this agreement or failure to abide by any of its terms.

13. FORCE MAJEURE

• The Contractor shall not be in breach of this Contract or under any liability or responsibility for any loss or damage whatsoever caused by delay in the performance or non-performance of any of its obligations under the Contract where the same is occasioned by any cause whatsoever that is beyond the Contractor’s reasonable control including (without limitation) force majeure, lock-out or trade dispute (whether involving the Contractor’s own employees or those of another legal entity) or inability to obtain supplies.

14. TERMINATION OF THE CONTRACT

• The provisions of clauses 2 and 14.4 apply in the event that:
  • The Employer or any associated company of the Employer becomes insolvent or the Contractor has reasonable cause to believe that this has occurred;
  • Where the Employer is a natural person, they become insolvent or bankrupt or the Contractor has reasonable cause to believe that this has occurred;
  • The Employer or any associated company of the Employer enters into a voluntary arrangement with its creditors; and/or
  • The Employer prevents the Contractor from proceeding regularly and diligently with the Works.
• The Contractor may terminate the Contract by issuing a written notice to the Employer and the Contract shall be terminated immediately upon the Employer’s receipt of the Contractor’s notice of termination of the Contract.
• Notwithstanding clauses 1 and 14.2, the Contractor may terminate the Contract having given 7 days’ notice to the Employer.
• If the Contractor terminates the Contract, the aggregate of the following sums shall be payable by the Employer to the Contractor:
  • The sum for which the Contractor is entitled to apply for payment at the date of the termination of the Contract, calculated in accordance with clause 6 of these Terms of Contract and deeming the date of the termination of the Contract to be a monthly valuation date; plus
  • Any damages, losses and/or expenses (or the Contractor’s best estimation thereof) to which the Contractor is entitled having regard to any breach of contract by the Employer and the Contractor’s additional costs arising as a result of the termination whether directly or indirectly.

15. DISPUTE RESOLUTION

• Either of the Employer and the Contractor may at any time (subject to the time-bar of limitation) refer to adjudication any dispute or difference of any kind whatsoever arising under or in connection with the Contract and/or the Works, regardless of whether the Works are yet to commence, are being carried out, have been completed, or have been abandoned. If any dispute or difference is referred to adjudication:
  • If the Parties do not agree upon the appointment of a particular individual as the adjudicator, the Royal Institution of Chartered Surveyors shall be requested to nominate an individual to be the adjudicator;
  • The adjudication shall be conducted in accordance with Part 1, the Scheme for Construction Contracts; and
  • All information and documents provided to the adjudicator for the purposes of the adjudication are to be treated as confidential within the meaning of paragraph 18, the Scheme for Construction Contracts.
• Any dispute or difference of any kind whatsoever arising under or in connection with the Contract and/or the Works, shall:
  • Regardless of whether the Works are yet to commence, are being carried out, have been completed, or have been abandoned;
  • Subject to the Parties’ rights to refer disputes and/or differences to adjudication;
  • Except in the case of disputes or differences in connection with the enforcement of any decision of an adjudicator; and
  • Except in the case of disputes or differences in connection with VAT or the Construction Industry Scheme,

be referred to the arbitration of a single arbitrator. If any dispute or difference is referred to arbitration:

• If the Parties do not agree upon the appointment of a particular individual as the arbitrator, the Chartered Institute of Arbitrators shall be requested to appoint an individual to be the arbitrator;
• The seat of the arbitration shall be deemed to be London, England irrespective of the actual location of the Works and/or the conduct of the arbitration; and
• The JCT 2016 edition of the Construction Industry Model Arbitration Rules shall apply.

16. NOTICES

• All notices under this Contract shall be in writing and addressed to the parties at the addresses set out in the Sub-Contract Documents or such other addresses as may be notified in accordance with this clause, and may be delivered by hand or by first-class per paid airmail or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by airmail 5 days after posting and if by facsimile when despatched.
• For the avoidance of doubt, notices may be given by email unless otherwise required by these terms.

17. MISCELLANEOUS

• All free issue goods and/or materials must be supplied by the Employer upon written request by the Contractor on the dates specified by the Contractor.
• Section headings in these Terms of Contract are for convenience only and do not affect the interpretation of the Contract.
• Should any part of the Contract be found to be illegal, unenforceable and/or otherwise invalid, that part of shall be severed and deleted from the remaining parts of the Contract, and treated as if it had never been incorporated into the Contract, and the remaining parts shall remain enforceable and of full force and effect.
• Nothing in the Contract operates to exclude liability for death or personal injury caused by the Contractor’s negligence.
• These Terms of Contract do not confer, or purport to confer, any rights on any parties other than the Parties, and the Parties acknowledge that it is not their intention to confer rights on any other parties.
• Any delay by the Contractor in exercising any of its rights under the Contract shall not be and shall not be treated as being any waiver of those rights by the Contractor, and failure by the Contractor to exercise any of their rights on any given occasion shall not prevent the Contractor from exercising those or any other rights on any future occasion.
• Unless it is made or recorded in writing and in either case signed by a company director of the Contractor:
  • No agreement to vary these Terms of Contract; and
  • No agreement to disapply or not to rely on any of the provisions of these Terms of Contract,
  • shall be of any effect whatsoever.
• The Contract shall be governed by and construed in accordance with the laws of England. The Parties agree, to the extent permitted under clause 15 of these terms, to submit to the exclusive jurisdiction of the English Courts.
• References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
• No term of this agreement or course of dealings between the Parties shall operate to make the Contractor an employee or agent of the Employer.
• Neither Party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other Party.

Manor Interior Solutions