Terms of Service | Abc Construction Man

APPENDIX A - TERMS & CONDITIONS FOR THE PROVISION OF SERVICES

1. Definitions

In these terms and conditions, the following expressions shall have the following meanings:

"Acceptance" means acceptance in accordance with the procedure for documenting the client's acceptance of the Deliverables as set out in Section Error! Reference source not found. and 2.2 of the company’s Proposal;

"Conditions" means these terms and conditions which shall apply to the performance of the Services, the appended schedules, together with any other documents expressly

referred to herein;

"Confidential Information" means (i) all commercial and financial information of such disclosing Party, their officers, directors and shareholders disclosed under this contract (ii) all technical information and other proprietary information of such disclosing Party disclosed under this contract (iii) graphic information, maps, drawings, magnetic media and other information or data in any form whatsoever of such disclosing Party disclosed under this contract and (iv) the Deliverables;

"Completion Date" means the date for completion of the Services as set out in the Programme.

"Company" the company means ABC Construction Manchester which shall carry out the Services;

"Contract" means the agreement between the client and the company for the performance of the Services in accordance with these Conditions;

"Client" means the person, firm or company placing the Purchase Order upon the Company for the Services;

"Deliverables" means the service to be provided by the company to the client in the course of performing the Services, as set out in Scope of Work, installation & deliverables. of the Company's Proposal;

"Party" means either the client or the company;

"Price" means the Price of the Services as set out in Section 7 of the Company's Proposal;

"Proposal" means the proposal document dated 27 March 2023 submitted by the Company to the client;

"Purchase Order" means the purchase order issued by the client to the Company for the performance of the Services;

"Purpose" means the purpose for which the client is permitted to use the Deliverables, as stated in Section 2 of the Company's Proposal;

"Services" means the Services to be provided by the Company under these Conditions, as set out in Section 2 of the Company's Proposal.

2. Scope of Services

The Company shall provide to the Client the Services detailed in Section 2 of the Company's Proposal.

3. Programme

The Company shall use all reasonable endeavours to provide the Services within the timescales set out in Section 6.1.8 and 6.1.9 of the Company's Proposal.

4. Access to Information

The client shall promptly provide to the Company all such information as the Company may request for the purposes of performing the Services.

5 Prices, Charges and Payment

5.1 Unless otherwise provided in the Company's Proposal, the Company shall upon completion of the Services be entitled to submit an invoice to the client for payment of the Price.

5.2 The price together shall be payable by the client within 5 days of receipt of the company's invoice.

5.3 In the event that payment of a Company's invoice is delayed for 5 days from the date on which the invoice became due for payment, then the Company will be entitled to suspend the services until such payment is received and the Completion Date shall be adjusted to take account of such delay in payment.

5.4 The Company shall be entitled to stop the work due to the client's delay in or failure to perform its obligations under Clause 4.

6. Variation of the Services

6.1 At any time prior to the Completion Date:

(i) The Client may issue a request to the Company; and

(ii) the Company may issue a proposal to the client.

to make variations to the Services which are within the capability and resources of the Company. After the Client and the Company have agreed in writing the relevant adjustment to the Price and/or the required modification to the Completion Date the Company shall proceed as instructed.

7. Client Delay

7.1 If in the reasonable opinion of the Company he has been delayed in performing his obligations under this contract by:

(i) any fault, error, defect or omission in information furnished or specified by the client; or

(ii) any negligent act or omission or breach of the contract by the client, its agents, servants or other contractors or company.

then the Company shall demonstrate to the client the impact of such delay and the client shall grant an adjustment to the Completion Date and/or a variation in the Price as is fair and reasonable and shall notify the Company in writing.

9 Warranty

9.1 The Company warrants that the Services shall be performed with reasonable skill and care reasonably to be expected of an appropriately qualified and competent professional company experienced in performing similar services and discharging similar obligations to those which the Company is obliged to perform and discharge pursuant to this contract in relation to services of similar nature, scale, complexity and value as the Services.

9.2 In the event that the client can demonstrate that the Services have not been performed in accordance with Sub-clause 9.1, then the Company shall, as the client's sole remedy, re-perform the Services in compliance with Sub-clause 9.1. The Company shall not be liable to so re-perform any Services unless the client shall, within 5 days of Acceptance of the Deliverables, submit a claim to the Company for the re-performance of the Services.

9.3 Where the Company fails to perform the Services by the Completion Date, and if as a result the client suffers loss, the Company shall pay to the client for each week of delay liquidated damages at the rate of 0.5 per cent up to a maximum of 5 per cent of the Price. Such payment shall be in full satisfaction of the Company's liability for delay.

9.4 The Company's liability as set out in this Clause shall be in lieu of any condition or warranty implied by law as to the quality or fitness for purpose of the Services, and the Company shall have no other liability in relation thereto, whether in contract, tort (including negligence) or otherwise.

9.5 Our works have one year of warranty, and any fault due to INSTALLATION will be covered if it is not involved or practicing of one of the following:

• Tears and wears, i.e., loose toilet seat screw,

• Misuse of sanitary apparatus,

• Accidental issue due to misuse of installation, intentional/ unintentional blockage, building work,

third party or other trade damage to the installation,

• Fault due to appliance failure and manufacturing within/ out of manufacturer gurantee issues, i.e.,

faulty boiler, broken shower mixer valves, etc.

• Damaged to our installation due to the building construction failure, nature damage i.e., thunder and storm, vandalism, etc., which has other source of cause than wrong or faulty installation.

10. Indemnities and Limitation of Liability

10.1 The Company will be liable to the client for direct loss of or damage to tangible property or death of or injury to persons to the extent caused by the negligent acts or omissions of the Company, its employees, agents or sub-contractors under this contract, but not otherwise, by making good such loss of or damage to property or compensating such death or injury, provided that the Company's total liability in respect of loss or damage to property shall not exceed £2M individual at each company.

10.1 Except where expressly stated in this contract, in no event shall the Company be liable to the client by way of indemnity or by reason of statutory duty or otherwise (including but not limited to negligence and breach of contract) for any loss of revenue, loss of profit, loss of use, loss of production, loss of contracts, loss of information and data, loss of power, the cost of purchased or replacement power, loss of interest, interruption of operations, third party claims or any indirect or consequential damages whatsoever.

10.2 Every limitation and exclusion of liability of the Company contained in this contract shall also extend to protect every such servant, agent or subcontractor. For the purposes of this Clause the Company is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or who may from time to time become servants, agents or subcontractors as aforesaid and to such extent all such persons shall be or be deemed to be parties to this contract.

10.3 Where the Company shall indemnify the client under this contract, such indemnity shall be subject to the following:

(i) the client shall promptly notify the Company in writing of any third party claims for which he has notice.

(ii) the client shall make no admissions without the Company's consent.

(iii) the client, at the Company's request and expense shall allow the Company to conduct and/or settle all negotiations and litigation and give the Company all reasonable assistance. The costs incurred or recovered in such negotiations or litigations shall be for the Company's account.

10.4 Except in the case of the Company's liability in respect of loss or damage to property, the Company's aggregate liability under these Conditions, whether arising in contract, tort (including negligence) or otherwise shall not exceed the Price.

12. Termination

12.1 If either party goes into liquidation or has a receiver or manager or administrative receiver appointed in respect of all or any of its assets or undertaking the other party may terminate this contract forthwith by notice in writing.

12.2 The work should be completed/ conducted without any unreasonable interruption by the client. At any point of installation, comments or unsatisfactory with the installation should be sent to the company in writing/ email.

The company is obliged to solve the issue in the best way possible and to the customer's satisfaction if technically feasible.

12.3 In the event the contract is terminated the Company shall be entitled to present to the client a final invoice reflecting progress up to the termination date on the basis of total costs incurred and commitments made, less any previously received payments received from the client.

12.4 In the event that payment of a Company's invoice is delayed for 5 days from the date on which the invoice became due for payment, then the Company will be entitled to terminate the contract.

13. Force Majeure

13.1 If either Party is prevented or delayed from or in performing any of his obligations under this Contract by Force Majeure, then he may notify the other Party of the circumstances constituting the Force Majeure and of the obligations performance of which is thereby delayed or prevented, and the Party giving the notice shall thereupon be excused the performance or punctual performance, as the case may be, of such obligations for so long as the circumstances of prevention or delay may continue.

13.2 If by virtue of Sub-clause 13.1 either Party shall be excused the performance of any obligation for a continuous period of 5 days, then either Party may at any time thereafter, and provided that such performance or punctual performance is still excused, by notice to the other terminate the contract.

13.3 If the Contract is terminated under Sub-clause 13.2 the client shall pay to the Company the sums referred to in Sub-clause 12.3.

14 Dispute Resolution

14.1 Any dispute arising out of or in connection with this contract shall be referred first, by notice in writing, to a member of senior management of each Party who shall meet and endeavour to resolve the dispute between them within ten days of such notice. The joint written decision of such senior representatives shall be binding on both Parties.

14.2 In the event that any dispute is not resolved in accordance with Sub-clause 14.1, the Parties agree that the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Manchester. The language to be used in the arbitral proceedings shall be English.

15. Miscellaneous

15.1 This Contract constitutes the entire agreement between the Client and Company relating to the Services. No modification, alteration or waiver of the provisions of these Conditions shall be valid unless made in writing and signed by the authorised signatories of Company and of the client.

15.2 The company’s obligation to fulfil this agreement is subject to the proviso that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.

15.3 The Company may after providing to the client prior written notice, assign the contract to an Affiliate.

15.4 The headings appearing herein are for reference only and do not affect interpretation of the Clauses.

15.5 Any notice required to be given hereunder shall be in writing and shall be effective if given by delivering the same by hand at or by sending the same by prepaid first class post or facsimile to the address or relevant telecommunications number of the relevant party set out herein or such other address or number as that party may have notified to the other pursuant to the provisions of this Sub-clause. Any such notice given as aforesaid shall be deemed to have been given or received at the time of delivery or transmission (if delivered by hand or given by facsimile) or received 2 working days following the day of sending (if sent by post).

15.6 This Contract shall be governed by and construed in accordance with the laws of England and the parties hereto hereby submit to the jurisdiction of the English Courts.

15.7 Neither Party shall be entitled to assign the contract without the prior written consent of the other Party, subject to the Company's entitlement to assign the contract to its Affiliates without the further consent of the client.

15.8 This Contract does not create any right enforceable by any person not a party to it (whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise except that a person who is the successor to or the permitted assignee of the rights of the Company is deemed to be a party to this contract.

15.9 The Company is not liable to the client for a matter unless it is notified to the Company before expiry of 12 months from the Completion Date.