Terms & Conditions

These are the terms and conditions on which CFE Installations Ltd supplies its works, equipment and services.

1. GENERAL

a. The following definitions shall apply in these terms and conditions:

• i. “Company” shall mean CFE Installations Ltd

• ii. “Contract" shall mean the contract under which the Company provides the Works. The Contract is made up of these terms and conditions and the Tender

• iii. “Contract Date" means the date on which a contract is established between the Company and the Client in accordance with clause 1b.

• iv. “Contract Sum" shall be the price stated in the Tender except as amended by negotiation and/or variation and/or additional costs confirmed by the Company in writing

• v. “Client" shall mean the business, firm, organisation or person specified in the Tender who agrees to purchase the Works and the Equipment from the Company on the terms of the Contract

• vi. “Defect Liability Period" shall mean the period of 12 months from the date of practical completion of the Company’s Works

• vii. “Equipment” means any goods or materials specified in the Tender to be supplied to the Client

• viii. “Delivery Date" shall mean those date/s for delivery confirmed in writing to Client as fixed by the Company and defined as such in the Tender.

• ix. “Liquidated Damages Cap" shall mean the maximum agreed amount (if any) for payment of liquidated and ascertained damages

• x. “Normal Working Hours" shall mean 0800 to 1700 Monday to Friday (or such alternative hours as may be specified in the Tender).

• xi. “Site" shall mean the place or location to which the Equipment is to be delivered and/or the place or location at which the Works are to be performed as described in the Tender

• xii. “Tender" shall mean the Company’s tender quote for the Works

• xiii. “Us” or “We” means the Company

• xiv. “Works" shall mean the works relating to the design (if any) and installation of the Equipment described in the Tender.

b. These terms and conditions prevail over any inconsistent terms or conditions contained or referred to in the Client’s order, confirmation of order, acceptance of quotation or tender or specification or implied by trade custom or course of dealing. The Client’s order or acceptance of a tender constitutes an offer by the Client to purchase the Works on the terms of the Contract. No offer placed by the Client shall be accepted by the Company other than by a written acknowledgement issued and executed by the Company or (if earlier) by the Company starting the Works when a contract for the supply and purchase of the Works on the terms of the Contract will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.

c. This tender is supplied on the basis that all conditions relevant to the Contract have been disclosed by the Client prior to offer and no conditions will be accepted unless seen and initialled by the Company prior to Contract.

d. Nothing contained in this agreement shall be construed as constituting any transfer of title to the Equipment or any of them to the Client at any time until such time as the Client has paid the Company all monies/consideration due to the Company in accordance with the provisions of this agreement. Nevertheless the Client shall continue to bear all risk of loss or damage to the Equipment and shall indemnify and hold the Company harmless from and against any and all actions, proceedings, claims, losses, damages and liabilities whatever arising directly or indirectly out of the presence of the Equipment in the Client’s premises.

e. No variation of the Contract or any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

f. Unless defined within the Tender, no allowance has been made for MCD, warranties or bonds at this point;

g. We exclude protection or maintenance of any existing systems/objects.

h. No allowance has been made for spares or consumables unless included within the Tender.

i. Specific items within these terms and conditions will be agreed specifically on a project by project basis, any changes will be made within the Tender Clarifications section of the Tender.

2. COMPANY OBLIGATIONS / LIABILITY

a. The Company shall use reasonable endeavours to complete the Works in accordance with the Tender.

b. All design (if any) and installation works will be in accordance with the Contract and relevant legislation, codes of conduct and British Standards.

3. DRAWINGS

a. We have assumed that all Client drawings will be issued to us electronically free of charge

b. Should cancellation of the Works occur after receipt of the Client’s order, but before the Company starts on Site, the Client will be liable to pay a reasonable sum to the Comapny to cover any Works already carried out by the Company including but not limited to design and administration costs.

4. OVERTIME/DAYWORK

a. Unless specifically stated to the contrary in writing, the Tender is based on the assumption that the Works will be carried out during Normal Working Hours. Work may be performed by the company outside Normal Working Hours subject to written agreement and for an additional charge.

b. Unless specifically stated to the contrary in writing, the Tender and the Contract Sum are based on the assumption that the Works will be carried out in one continuous unhindered visit; no allowance has been made for interruptions. The Company reserves the right to increase the Contract Sum to cater for any additional costs incurred in carrying out the Works if it is unable to do so in one continuous unhindered visit.

c. Any works carried out on a daywork basis shall, unless otherwise stated in writing by the Company, be charged for at the Company’s appropriate rates prevailing at the time.

d. Current Dayworks Rates are as follows:

• i. Supervisor - £42.00

• ii. Operative (Skilled) - £38.00

• iii. Operative (Un-Skilled) - £25.00

• iv. Out of Hours Working – 50% Addition to Rates Highlighted in 4di-4diii.

• v. Material/Plant – 20%

5. DELIVERY & COMPLETION

a. Any times stated by the Company for delivery and/or completion shall run from the later of (a) the Contract Date (b) payment of any pre-agreed deposit on account of the Contract Sum and (c) receipt of all information, drawings, licences, permits and approvals as may be necessary to enable the Works to proceed. All such times are to be treated as estimates only not creating any contractual obligation unless the Company has specifically contracted in writing to deliver and/or complete the Works within a specified time or by a specified date by defining such time or date as a Delivery Date in the Tender or other contract document signed by the Company.

b. The Contract Sum is determined on the understanding that the Client shall at its own expense before the date of commencement of any part of the Works ensure that the Site is ready in all respects for the Works to commence and that all the attendances agreed to be provided by the Client have been, or will be, provided free of cost to the Company as and when required by the Company in order that the Works may proceed.

6. DELAY IN DELIVERY OR COMPLETION

a. If, due to circumstances outside the control of the Company, the Client cannot accept delivery of Equipment comprised in the Works upon the Delivery Date for such Equipment, or is otherwise unable to grant to the Company access to the Site for the purpose of commencement of the Works, the Company will be entitled to recover from the Client any costs, losses or expenses incurred by the Company as a result of or in connection with the delay and/or to continue to manufacture the Equipment and deliver all or any part of it to storage in accordance with Clause 8. The cost of storage and transport into and out of storage and any associated costs thereby arising shall be at the entire cost of the Client.

b. The Company shall not be liable for any delay or for any consequences of any delay in the production or delivery of any Equipment comprised in the Works or in the completion of the Works in circumstances where an estimated time for completion of the Works has been given by the Company.

c. In circumstances where the Company has agreed a Delivery Date in accordance with Clause 5, it shall not be liable for any delay or for any consequence of any delay if such delay shall be due to fire, strike, lockout, dispute with workmen, flood, accident, delay in transport, shortage of fuel, default of any sub-contractor, inability to obtain material and/or labour, embargo, act or demand or requirement of any government or government department or Local Authority, or as a consequence of war or of hostilities (whether war be declared or not) or any other cause whatsoever beyond the reasonable control of the Company. If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of this Contract or shall otherwise discharge the contracting parties from their obligations under the Contract) the Company's period for performing its obligations shall be extended by such period (not limited to the length of delay) as the Company may reasonably require to complete the performance of its obligations.

d. In circumstances where the Company has agreed in writing a Delivery Date for completion of the Works in accordance with Clause 5 and the Works are not so completed for reasons other than those outlined in Clauses 6.a or 6.c above and other than those attributable to the Client, the Company shall pay to the Client an amount equal to the 0.5% (zero point five per cent) of the Contract Sum per week of delay up to an aggregate maximum amount of 5% (five per cent) of the Contract Sum (Liquidated Damages Cap).

e. The Company and the Client agree that the liquidated and ascertained damages referred to in Clause 6.d represent an agreed pre-estimate of losses likely to be suffered by the Client in the event of delay beyond the Delivery Date and are not a penalty.

f. The liquidated and ascertained damages referred to in Clause 6.d shall be the only damages payable by the Company for delay in completing the Works before the Delivery Date.

7. DELIVERY OF GOODS

a. Unless otherwise agreed, The Contract includes delivery of the Equipment to the Site.

8. STORAGE

a. Where the Client is unable to accept delivery of all or any of the Equipment at the Site within seven days after notification that they are ready for dispatch, the Client shall find and pay for suitable secure storage accommodation together with costs of delivery, offloading and removal from store, maintenance and insurance. If the Company’s facilities permit, the Company may, at the Client 's written request, store the goods at the Client 's risk and expense. The terms of payment defined in Clause 11 shall continue to apply notwithstanding the contingencies described in this clause.

9. EXCLUSIONS & ASSUMPTIONS

a. Unless defined within the Tender, we have excluded for the following:

• i. We have excluded for clearing items of furniture or equipment (or floor coverings) that might impede our access to work areas is not included in our scope

• ii. We have excluded for any building work, making good, plastering and redecoration.

• iii. We have excluded for removal and disposal of any rubble and other waste

10. PASSING OF RISK

a. As soon as any Equipment is delivered either to Site or into secure storage accommodation, the Client shall assume the sole risk for any loss or damage to such Equipment howsoever caused. If the Client is unable to accept delivery of all or any part of the Equipment within seven days after notification that they are ready for despatch, risk in relation to such Equipment shall pass to the Client at the expiry of such seven-day period. Once the risk has passed to the Client such risk shall in no circumstances whatsoever be passed back to the Company.

11. TERMS OF PAYMENT

a. The Contract Sum is exclusive of Value Added Tax or any similar or other taxes, levies or duties (which will be added to the Contract Sum at the prevailing rate).

b. The Company will provide payment applications/invoices to the Client on a fortnightly basis (Every Other Friday). The Company’s payment applications/invoices will specify the sum that the Company considers to be due to it on the relevant due date and the basis on which it is calculated.

c. The payment due date in respect of any payment application/invoice will be the date the Company has sent the invoice/application for payment to the Client.

d. If through no fault of the Company, final adjustments to the Equipment cannot be made when installation is otherwise complete, payment of the outstanding balance of the Contract Sum shall nevertheless become due as though such final adjustments had been made.

e. If the Company has exercised its right under Section 112 of the Housing Grants Construction and Regeneration Act 1996 to suspend performance of its obligations under this Contract, the Client shall reimburse the Company in respect of any loss and/or expense incurred by the Company during the period of the suspension including the cost of demobilisation and remobilisation on the commencement and any subsequent lifting of the suspension. If the Company has given a Delivery Date, then the Client shall allow such extension of time as is necessary to cover the full period of the suspension of the Works and for remobilisation on the lifting of the suspension.

f. The payment due date set out in Clause 10.c shall remain in place notwithstanding that the Client does not accept delivery of any Equipment or allow commencement or completion of the Works in circumstances where the Company is ready to deliver such Equipment and/or commence or complete the Works.

g. All Equipment supplied by the Company shall remain the Company’s property until full payment of the Contract Sum and the Company shall be entitled and the Client hereby irrevocably authorises and licenses the Company, in the event of the Client failing to pay all or any part of the Contract Sum on the due date, without prejudice to any other remedy in equity or at common law, in accordance with the Contract to enter the Site or other premises where such Equipment may then be and disconnect, dismantle and remove the same in whole or in part. Any disposition by the Client of any such Equipment shall be made subject to the exercise by the Company of such rights.

h. Interest shall accrue and become payable on all overdue amounts of the Contract Sum and/or any other sums payable under this Contract from the date when payment was due until the date when payment in full is actually made in accordance with the terms of the Late Payments of Commercial Debts (Interest) Act 1998 or such other Acts governing these matters as may be in force from time to time.

i. Notwithstanding the foregoing, the Company reserves the right to require payment of the Contract Sum in advance or against pro-forma invoice at its discretion.

j. Where the duration of the Works is stated in the Tender to be less than 45 days, the final date for payment of any sum specified in the Company’s payment application/invoice will be 10 days after the relevant due date. Where the duration of the Works is not stated in the Tender to be less than 45 days, the final date for payment of any sum specified in the Company’s payment application/invoice will be 30 days after the relevant due date.

k. Without prejudice to any other right or remedy that it may have, if the Client fails to pay any part of the Contract Sum within the period set out in Sub-Clause 11.k, the Company may suspend its further performance of any of its obligations under the Contract until payment has been made in full.

l. The Client will be liable to pay the Company’s costs of and associated with recovering any sums due under the Contract, including the fees of all professional advisors, on a full indemnity basis.

12. VARIATION

a. A variation shall be any change to the scope of the Works, including, but not limited to, additions, and substitution of work. The Company will not accept any instructions in respect of variations unless they are provided bythe Client in writing.

b. The valuation of any variation instructed by the Client or Company shall, where possible, be agreed with the Company before the variation is performed. If no agreement is reached, the instruction shall still have immediate effect and the variation shall be valued by the Company using those rates and prices contained in any pricing document or breakdown included within the Tender. If the aforementioned rates and prices are not applicable to the works comprising the variation, it shall be valued on a cost-plus basis using the labour rates included at Clause 4.d. The percentage for overheads and profit included at Clause 4.d shall be added to the total additional cost of providing the variation.

c. The Client is not entitled to omit works from the Contract without the Company’s express written consent.

13. IMPORTED MATERIALS

a. The Contract Sum, where appropriate, allows for the cost of importing materials based upon the rates of exchange, taxes and duties prevailing at the date of the Tender. Unless the parties otherwise agree in writing prior to the Contract Date, in the event of any change to such rates, between the date of the Tender and 14 days after receipt of sufficient payment to settle the overseas debt, the Company reserves the right to make an appropriate adjustment to the Contract Sum

14. WARRANTY

a. The Company will not be obliged to give any collateral warranties unless the following conditions are met:

• i. There is a significant design element in the Works; and

• ii. The proposed wording of the collateral warranty document has been reviewed and specifically accepted by the Company and its insurers in writing prior to the Contract Date and has been specifically listed in, and annexed to, the Tender.

b. The Company warrants the Works will be carried out in a good and workmanlike manner and that all Equipment will be of sound manufacture and workmanship. Subject to (a) the Client having paid all amounts due to the Company under the Contract and (b) the Client having ensured that all accessible parts are kept clean and properly maintained (c) there having been no modifications or interference with the Equipment, the Company will make good any defects to the Equipment not due to ordinary wear and tear or to improper use or care which may develop within the Defect Liability Period.

c. The Company’s liability under the Warranty applies only to defects appearing before the Client makes any modification or alteration to the Equipment and while the Equipment is being properly used and maintained in accordance with the Company’s recommended practice/instructions. In particular (without limitation) the Company shall not be liable for defects arising from normal deterioration, or improper or faulty handling, operation or maintenance by the Client or any third party.

d. The Warranty does not extend to materials or components forming part of the Equipment which are not of the Company’s manufacture. In respect of such items the Client shall be entitled only to the benefit of any manufacturer’s warranty or guarantee the benefit of which the Company is able to obtain.

15. LIMITATIONS OF LIABILITY

a. This Clause 15 sets out the Company’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of (a) any breach of the Contract; (b) any use made by the Client of any Equipment installed by the Company; and (c) any representations, statements or acts or omission (including negligence) arising under or in connection with the Contract. All warranties (other than those in Clause 14), conditions and other terms implied by statute or applicable law are, to the fullest extent permitted by law, excluded from the Contract.

b. Subject to Clause 15.c. the Company shall not under any circumstances whatsoever be liable for any consequential loss including loss or damage arising from a breach of contract, tort (including negligence), under statute or any other basis in law or equity including, but without limitation, the following: loss of profits; loss of revenue; loss of production; loss or denial of opportunity; loss of access to markets; loss of goodwill; loss of business reputation, future reputation or publicity; damage to credit rating; loss of use; and indirect, remote, abnormal or unforeseeable loss, or any similar loss whether or not in the reasonable contemplation of the contracting parties at the time of execution of the Contract.

c. Nothing in these terms and conditions or the Tender, limits or excludes the Company’s liability for:

• i. death or personal injury resulting from negligence; or

• ii. any damage or liability incurred by the Client as a result of the Company’s fraud.

• iii. any losses arising out of a breach of the General Data Protection Regulation (GDPR).

d. The Company’s total liability in connection with the Contract shall be limited to the Contract Sum.

e. Save as provided by statute, the Company shall not be liable for and the Client shall indemnify and hold the Company harmless against any claim for loss or damage to property directly or indirectly occasioned by or arising from the use or operation (other than by the Company ) or possession of any of the Works and from negligence (including the use of any part of the Works otherwise than in accordance with the Company’s operating instructions and manuals) or default (including any non-compliance with any obligation of this Contract, any delay, any wrong information and any lack of required information) or misuse by or on the part of the Client or any persons other than the Company.

f. This indemnity shall extend to any costs and expenses incurred by the Company and shall continue in force notwithstanding the termination of the Contract.

g. The Client shall not use or permit to be used the whole or any part of the Works or Equipment forming the subject of the Contract before it has been completed, tested and handed over by the Company and in the event of any such unauthorised use the Company shall not be liable for any loss or damage arising therefrom.

h. Where applicable, the Client shall not hold the Company liable for communication interruptions or failures for causes attributable to third parties

16. INSTALLATION

a. Unless specifically stated to the contrary in writing, the Works will be carried out during Normal Working Hours and in one continuous operation. Any extra costs, losses or expenses incurred by the Company due to or in connection with suspension of the Works, the Client 's instructions, lack of instructions, interruptions, delays, overtime, unusual working hours and additional work or variations or work for which the Company is not responsible, or mistakes or any other causes outside the Company’s control shall be added to the Contract Sum and paid by the Client in accordance with Clause 11. Any such charges shall be based upon the Company’s prevailing rates at the relevant time.

b. The Contract Sum is based on the payment of the Company’s rates for outworking allowances and lodging. If suitable lodgings are not available at these rates due to circumstances beyond the Company’s control, any additional cost incurred (including any extra fares) shall be added to the Contract Sum and shall be payable by the Client.

c. The Client is solely responsible for obtaining any planning permission required for the Works and for any permits and licences needed.

17. TERMINATION

a. The Company may terminate the Contract forthwith if the Client has committed a material breach of this Contract and fails to remedy such breach within seven (7) days of receiving a written notice from the Company requesting its remedy.

b. The Client shall be deemed to be in material breach of this Contract if the Client has entered into any composition or arrangement (whether formal or informal) with its creditors or has a bankruptcy order made against it or has been the subject of any application for an interim order under Section 123 of the 1986 Insolvency Act or becomes the subject of a voluntary arrangement under Section 1 of the said Act or is unable to pay its debts within the meaning of Section 123 of the said Act, or has a receiver, manager, administrator or administrative receiver appointed over its undertaking, assets or income or any part thereof or has passed a resolution for its winding up or has a petition presented to any court for its winding up or for an administration order or suffers any distress or execution or has otherwise ceased to trade.

c. Where the Client is in material breach of this Contract, the Company may at its election suspend performance of the Contract (but without affecting the Client 's obligation to pay for work executed up to the point of suspension) until such time as the breach is remedied. Where the breach is default in payment of any part of the Contract Sum, the Company shall be at liberty to demand security for payment before performing or completing the Contract.

d. Notwithstanding and without prejudice to subclauses 17a – 17c, the Company may terminate the Contract, for any reason, with immediate effect and without liability, upon giving written notice to the Client.

e. On termination of the Contract for any reason:

• i. the Client shall immediately pay to the Company all outstanding sums due under the Contract In respect of any part of the Works supplied or performed for which no payment application/invoice has been submitted, the Company may immediately submit a payment application/invoice, which shall be payable immediately on receipt;

• ii. the Client shall within a reasonable time return all the Equipment held or stored at the Site or elsewhere. If the Client fails to do so, the Company may enter the Site or such other premises and take possession of it. Until such Equipment has been restored or repossessed, the Client shall be solely responsible for its safekeeping;

• iii. the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

18. VACCINE-PREVENTABLE, FOODBORNE, ZOONOTIC, HEALTH CARE-RELATED AND COMMUNICABLE DISEASES

a. The Tender makes no allowance for the inclusion of consequential costs associated with the impact of known/ unknown existing and/or future spread of vaccine-preventable, foodborne, zoonotic, health care-related and communicable diseases.

b. The Tender makes no allowance for the inclusion of any Client defined health and safety provisions relating directly to the spread of disease. Any site-specific preventative measures, as determined by the Client, are deemed to be supplied by the Client free of charge. Furthermore, the Company has made no allowance for additional health and safety management extra over that which would be expected under normal working conditions and environments.

c. The Company cannot guarantee that materials, plant and labour resource specifically procured/ allocated to them, as defined in the Contract, will not be directly affected by the localised/ global spread of disease. As such, the Company accept no liability for consequential delays to the Contract programme and subsequent associated costs caused by failings to deliver on the part of our supply chain, where it is as a direct result of the spread of vaccine-preventable, foodborne, zoonotic, health care-related and communicable diseases.

d. The Tender makes no allowance for the prolongation of the Works in the event that a localised or global spread of vaccine-preventable, foodborne, zoonotic, health care-related and communicable diseases should occur. This is deemed to be unquantifiable and as such, the Company has only made allowance to carry out the Works in a reasonable amount of time as could be expected in normal working conditions and environments.

e. Where the Works have been delayed or prolonged as a direct result of the localised/ global spread of vaccine-preventable, foodborne, zoonotic, health care-related and communicable diseases, the Company will be entitled to recover from the Client, the associated costs for additional labour, plant, materials, storage, de-mobilisation, re-mobilisation, prelims, transport etc. This list is not exhaustive or definitive.

f. In the event that the Contract becomes physically or commercially impossible to perform as a direct result of the localised or global spread of vaccine-preventable, foodborne, zoonotic, health care-related and communicable diseases, the Company reserve the right to terminate the Contract. The termination will be applied in line with clause 17.

19. SERVICE EQUIPMENT

a. Unless specified in the Tender, no allowance is made for maintenance or servicing. If required, the Client can enter into a service agreement with the Company separate to this Contract.

20. TESTING, ACCEPTANCE, COMPLETION AND HANDOVER

a. Once the Company has deemed itself to have achieved practical completion of the Works/any section(s) of the Works, the Company will at its discretion either request a handover meeting with the Client or produce and send a handover document. Should the Client either not attend the handover meeting within 5 days of the request or not sign/reply to the handover document within the same period with valid, fair and reasonable explanations of non-acceptance, the Client will be deemed to have agreed and accepted handover of the defined Works, which will be deemed to be practically complete for the purpose of the Contract and which will consequentially start the Defect Liability Period and entitle the Company to payment in full.

21. PREVENTION OF FRUSTRATION

a. If the Contract becomes impossible to perform or is otherwise frustrated, the Client shall be liable to pay the Company all costs, expenses, overheads and any loss of profit which the Company, its suppliers or sub-contractors have incurred or for which there is liability under the Contract at the time of frustration or impossibility of performance.

b. The Company shall not be liable to the Client if unable to carry out any provision of the Contract for any reason beyond its control including (but without limitation) act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lockout, strike, stoppage, or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure parts or material required for the performance of the Contract.

22. HEALTH & SAFETY AT WORK

a. The Tender allows for compliance with the Construction (Design and Management) Regulations 2015 (the “Regulations”) insofar as they are applicable to the Works. The Tender has been prepared on the basis that the Client agrees that the Company will become a Contractor and not the CDM Co-ordinator or Principal Contractor (as such terms are defined in the Regulations).

b. With regards to Asbestos, the Company has a duty under the Health and Safety at Work Act to ensure we provide our employees with information, instruction and training. The Company also has a duty to complete risk assessments for all its employees working tasks. Thus, the Client is obligated to advise the Company if the premises has been identified to have or has the potential to have Asbestos Containing Materials and is to provide a copy of the Asbestos Register. Should the Company’s employees require further training/specialist training to be able to work on the applicable project, then the Company is entitled to be reimbursed, by the Client, for any/all fees incurred by it for any such further training that is required to complete the Works.

c. If, during the course of carrying out the production or delivery of any Equipment or completion of the Works, asbestos or any other hazardous or toxic material or environment is discovered, either in the existing equipment, the Site, the building fabric, or any other equipment associated with the Works or the vicinity thereof, the Company shall stop work immediately to allow the Client to, and the Client shall, at its own expense, promptly remove or neutralise the hazardous or toxic material or environment and the programme shall be amended accordingly for the period of any delay. The term "hazardous or toxic material or environment" includes any hazardous or toxic material or environment, (which may if brought into contact or close proximity to an employee of the Company have adverse consequences to health) techniques or processes. Any costs, losses and/or other expenses which the Company incurs as a result of the delay or removal or neutralising the hazardous or toxic material or environment will be an additional charge to the Contract Sum.

23. PATENTS

a. The Client warrants that any design or instruction furnished or given by it shall not be such as will cause the Company to infringe any letter patent, registered design, trademark or other intellectual property rights in the execution of the Contract.

24. ADJUDICATION

a. Should any dispute arise between the parties they will endeavour to resolve the dispute in good faith by senior level negotiations. Such senior level negotiators will be chosen and appointed by each party. Both the Client and the Company shall be entitled to refer any dispute or difference arising under this Contract to adjudication at any time. The nominating body for any adjudication shall be the TeCSA.

b. The adjudication shall be conducted in accordance with the provisions of the TeCSA Adjudication Rules. subject to the following amendments: i) Where the Client refers a dispute to adjudication, it must, when serving the Notice of Adjudication on the Company, also serve a copy of the Referral on the Company; ii) Where the Client refers a dispute to adjudication, the Company will be permitted a period of not less than 14 days from the date the adjudicator first contacts the parties to confirm his appointment, within which to issue its Response and the Client will have a period of not more than 48 hours from the time the Company’s Response is issued within which to serve any Reply. No further submissions will be permitted without the consent of the Company; iii) Where the Company refers a dispute to adjudication, the Client will be permitted a period of 3 days within which to serve a Response and the Company will be permitted a period of 10 days from service of the Response within which to issue any Reply. No further submissions will be permitted without the consent of the Company.

c. Without prejudice to the adjudicator’s power to allocate his fees and expenses as between the parties, the Client hereby expressly agrees to fully and immediately indemnify and reimburse the Company in respect of any fees or expenses that the adjudicator decides, when exercising that power, that the Company should pay.

25. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

a. Nothing in this Contract confers or purports to confer on any third party any benefit or any right to enforce any term of this Contract. The Contracts (Rights of Third Parties) Act 1999 is excluded.

26. CONFIDENTIALITY

a. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Company, its employees, agents or sub-contractors and any other confidential information concerning the Company’s business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client 's obligations to its employer, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.

b. All materials, equipment and tools, drawings, specifications and data supplied by the Company to the Client shall, at all times, be and remain as between the Company and the Client the exclusive property of the Company, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to the Company, and shall not be disposed of or used other than in accordance with the Company’s written instructions or authorisation.

c. This Clause 26 shall survive termination of the Contract, however arising

27. STATUS OF PRE-CONTRACTUAL STATEMENTS

a. The Client acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

28. LAW APPLICABLE

a. This contract shall in all respects be subject to and construed in accordance with English Law and the exclusive jurisdiction of the English Court. The Company will be entitled, in its sole discretion, to insist on any proceedings being issued in, or transferred to, the Technology and Construction Court.

29. ATTENDANCES

a. The following attendances to be provided free of charge to the Company by the Client

• i. Onsite appointed first aid person.

• ii. All toilet, welfare, temporary office and messing facilities;

• iii. Temporary lighting and power to all work areas;

• iv. Any required access equipment which the Company hasn’t included for within their tender.

• v. Fuel, power and water for the execution of the works;

• vi. Removal and disposal of all rubbish from an agreed point;

• vii. Secure storage for equipment and materials that are left overnight

• viii. Security;

• ix. Protection of the installation following incorporation into the works.

• x. Any required skips – Whether specialist or otherwise.