Terms and Conditions
Key Definitions and Interpretation of Contract Terms
In these terms and conditions of the Contract (Terms):
a) Agreement means the agreement in relation to the Supply of Goods and Services by the Contractor to the Employer comprising a Quotation, Order and/or Invoice and incorporating these Terms;
b) Employer means the Employer named in a Quotation, Order and/or Invoice in respect of the Supply of Goods and Services by GMH Landscaping Ltd;
c) Contractor means GMH Landscaping Ltd;
d) Goods means the specific goods manufactured or distributed by the Contractor referred to in a Quotation, Order and/or Invoice;
e) Services means the specific activities and tasks provided by the Contractor referred to in a Quotation, Order and/or Invoice;
f) Invoice means an invoice issued by the Contractor to the Employer, whether in printed or electronic form, in respect of the Supply of Goods and Services by the Contractor to the Employer;
g) Order means an order for Goods to be supplied by the Contractor to the Employer, whether made on the Contractor’s order form, on the Employer’s order form or otherwise, whether in printed or electronic form, and includes email correspondence; and
h) Quotation means a quotation or similar document, whether in printed or electronic form, provided by the Contractor to the Employer in respect of the proposed Supply of Goods and Services by the Contractor to the Employer;
i) No changes to these terms will be accepted without the written confirmation of the Contractor.
2. APPLICATION
a) Apply to the supply of any Goods and Services by the Contractor to the Employer, to the exclusion of all other agreements, terms or conditions, including any terms that are included in any document, order form or electronic transmission provided by the Employer;
b) Prevail to the extent of any inconsistency with any provisions contained in any Order, Quotation, Invoice or any other document created by the Contractor or the Employer and whether in printed or electronic form; and
c) Together with the relevant Quotation, Order and/or Invoice constitute the entire agreement between the Contractor and the Employer in relation to the supply of any Goods and Services.
3. QUOTATIONS, ORDERS AND PRICES
a) Any Quotation provided by the Contractor to the Employer for the proposed supply of Goods is:
i. valid for 30 days; and
ii. an invitation to treat only.
b) The prices set out in any Quotation are based on the Contractor’s estimated costs as at the date of the Quotation. If an Order is not received within 15 days of quote acceptance, the Contractor reserves the right to update its prices at any time prior to the date of delivery of Goods or for the purposes of its Invoice, due to any increases in its costs. All prices are exclusive of Value-Added Tax and any other taxes, duties or levies, which, if applicable, will be added into the price and paid by the Employer.
c) The Employer is responsible for ensuring that the details of its requirements contained in any Quotation or Order are complete, accurate and consistent with up-to-date authorised pricing provided by the Contractor. The Contractor may at its discretion reject any Order received from the Employer.
d) Irrespective of whether the Quotation has been signed by the Employer, the Agreement is formed (and the Quotation, Order and these Terms are binding) when the Contractor accepts, in writing or by electronic means, an Order from the Employer or provides the Employer with the Goods and Services.
e) In the event of any inconsistencies in the specification of Goods and Services between the Quotation and an Order (and/or any supporting materials or drawings to the Order) from the Employer, the Quotation shall prevail.
4. CONTRACTOR OBLIGATIONS
a) The Contractor will exercise reasonable skill and care in the performance of the Works. Whilst working with vehicles and plant machinery, the Contractor will take reasonable precaution to minimise damage to the ground, however the Employer must accept that if there is minor damage under these circumstances that it is not the responsibility of the Contractor to finance the repairs.
b) The Contractor will be responsible for any damage they cause to the Employer’s contents or to neighbouring properties.
c) The Contractor cannot be held responsible for any minor and/or localised damage to the external building fabric of the property so far as it is reasonable and/or necessary for the construction works being undertaken.
5. EMPLOYER OBLIGATIONS
a) The Employer will give the Contractor access to its premises (and where required mains water and electricity) as reasonably required by the Contractor to enable it to carry out and complete the Works without interference by the Employer or by other contractors of the Employer. Any agreed means of access to and from the area of work must be uninhibited and safe. i.e. clear routes, safe and secure scaffolding, uncluttered loading decks etc.
b) The Employer is responsible for obtaining all necessary Building Regulations approval and to apply for and secure the grant of Planning Permission if required.
b) The Contractor will be responsible for any damage they cause to the Employer’s contents or to neighbouring properties.
c) The Contractor cannot be held responsible for any minor and/or localised damage to the external building fabric of the property so far as it is reasonable and/or necessary for the construction works being undertaken.
5. EMPLOYER OBLIGATIONS
a) The Employer will give the Contractor access to its premises (and where required mains water and electricity) as reasonably required by the Contractor to enable it to carry out and complete the Works without interference by the Employer or by other contractors of the Employer. Any agreed means of access to and from the area of work must be uninhibited and safe. i.e. clear routes, safe and secure scaffolding, uncluttered loading decks etc.
b) The Employer is responsible for obtaining all necessary Building Regulations approval and to apply for and secure the grant of Planning Permission if required.
b) The Contractor will be responsible for any damage they cause to the Employer’s contents or to neighbouring properties.
c) The Contractor cannot be held responsible for any minor and/or localised damage to the external building fabric of the property so far as it is reasonable and/or necessary for the construction works being undertaken.
6. SUBCONTRACTING
a) The Contractor may subcontract or assign at its discretion all or any part of its obligations under this Contract but will remain responsible for the Works.
7. FORCE MAJEURE
a) Neither the Contractor or the Employer are liable in any way howsoever arising under the Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, government sanctioned restrictions, health related events (such as epidemics and/or pandemics), acts of God, acts or threats of terrorism or war. If an event of force majeure occurs, the Contractor may suspend or terminate the Agreement by written notice to the Employer.
8. DELAYS TO THE WORK
a) If work is delayed or interrupted due to the fault of the Employer, then the Contractor will be entitled to be paid for any direct losses incurred. The Employer must ensure that the working area is occupied exclusively by the Contractor as other trades working in the same area may cause chargeable delays. All agreed preparation works must be complete and to a satisfactory standard in readiness for us to start the agreed tasks. Failure to do so may cause delay/extra work and may incur extra charges.
b) The Contractor will use its best endeavours to commence the works on the agreed start date.
9. CONSEQUENTIAL LOSS
a) The Contractor will not be liable for any loss or consequential liability or damage sustained by the Employer by reason of Force Majeure, Abnormal Weather, Altered, Late or Incomplete Instructions from the Employer, Delays in obtaining any materials supplied or specifically specified by the Employer, by misuse from the Employer or any Persons not connected in any way to the Contractor or any other circumstances beyond the Contractor’s control.
10. COMPLETION DATE
a) The Contractor will make every reasonable effort to complete the Works within the time frame specified although this may not always be possible.
The Contractor will extend the date if it encounters:
I. Any delays or absence in receiving instructions from the Employer regarding the Works or any changes to the Works.
II. Adverse weather conditions.
III. The Contractor having due cause to suspend the Contract.
IV. Extra work being carried out at the request of the Employer.
V. Any other delay not under the control of the Contractor.
11. PRICE AND PAYMENT
a) The price to be charged for the goods and services will normally be as stated on the quotation. Milestone payments will also be detailed on the quotation, identifying the date when the Employer needs to make payments by, and the amounts due and payable to the Contractor.
b) The Contractor reserves the right to vary the terms of payment or to at any time require payment in full prior to delivery of Goods if the Contractor’s payment terms are not complied with, or if the Contractor reasonably considers the Employer to be a credit risk.
c) The Contractor accepts payments, bank transfers and cash.
d) Ownership of the goods supplied will not pass to the Employer until the Contractor has been paid in full for all amounts due by one of the above methods. No receipt other than the final invoice will be issued unless a written request is received.
e) If the Employer defaults in payment by the due date of any amount payable to the Contractor, then all money which would become payable by the Employer to the Contractor at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Employer, and the Contractor may, without prejudice to any of its other accrued or contingent rights:
I. charge the Employer interest on any sum due at the prevailing interest base rate plus 8% for the period from the due date until the date of payment in full;
II. charge the Employer for, and the Employer must indemnify the Contractor from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any Goods;
III. cease or suspend supply of any further Goods and Services to the Employer; and
IV. by written notice to the Employer, terminate the Agreement with the Employer.
f) If an Employer hasn’t paid the agreed payment the Contractor reserves the right to cease further works for up to 10 days until cleared funds are received. If after 10 days payment has still not been received the Contractor reserves the right to end the Works immediately. If the job is ended in this manner the Contractor will be entitled to be paid for any costs incurred in ending the Works including any loss of profit which would have been expected had the Works been completed in full.
12. VARIATION
Requests for Variations;
Variations caused by Unforeseen Conditions;
13. DISPUTE RESOLUTION
a) Without prejudice to the legal rights of either party, any dispute or difference arising out of or in connection with this Contract shall be determined by the arbitration of a single arbitrator who failing agreement shall be appointed by the Institute of Arbitrators or a similar body.
14. CANCELLATION
a) Either party can cancel this Agreement in writing within fourteen (14) days of the date of acceptance of this Agreement without obligation.
b) The Employer must send a written notice to the Contractor to the Contractor’s registered office, providing the following information:
I. Name & Address of Employer
II. Start Date
III. Reasons for cancelling
c) All monies and deposits provided to the Contractor will be returned to the Employer.
d) Should the Employer wish to cancel the order after fourteen days, the Contractor reserves the right to keep monies paid to date unless otherwise agreed.
15. MATERIALS AND SERVICE WARRANTY
a) The Contractor always endeavours to provide the best quality materials and services. However, if within 12 months of installation (or longer if an extended product warranty is available) the Contractor is notified in writing of a material defect, the Contractor will replace or repair any defective part at its expense so long as a valid warranty certificate (if applicable) is produced by the Employer and the installed goods have been reasonably cared for as outlined in the warranty documents. This guarantee does not extend to:
I. The general maintenance of timber products.
II. Damage due to misuse, neglect, or from causes beyond our control (for example, fire, flooding, civil disturbance, criminal damage or acts of war).
16. HEALTH & SAFETY
a) The Contractor will be responsible for the Health & Safety issues relating to the Works.
17. CONFIDENTIALITY
a) The Employer must keep confidential and not disclose to any person without the prior written consent of the Contractor, any information (in any form or media and whether or not identified as confidential) in any way relating to the Contractor, its business, the Goods or any other products manufactured or distributed by the Contractor that is not generally and legally available to the public.
