TRIP Electrical Ltd – Terms and Conditions of Business
1. Acceptance of Terms and Conditions
1.1. The acceptance of our quotation includes the acceptance of these terms and conditions which shall apply between us, TRIP Electrical Ltd, a company registered in England and Wales under company number 11097728, whose registered office address is at 100 Harlequin Crescent, Wixams, Bedford, England, MK42 6EH (the “Company”) and the Client, who shall be the party entering into contract with us.
1.2. These terms and conditions shall apply as the binding and entire contract between the parties hereto and any terms and conditions of the Client, unless agreed to by us in writing, are expressly excluded.
2. Errors or Discrepancies: Our quotation is based on the information provided to us at the time of its preparation. Should any errors or discrepancies become evident which affect our order value, we reserve the right to make adjustments to it.
3. Validity: Unless otherwise stated, our quotation is open for acceptance within a period of 30 days from the date of its issue. Where we have quoted to carry out more than one item of work, our price is based on the entire quotation being accepted. Should the Client wish to accept part of the quotation, our prices may be subject to change.
4. Scope of Works: Our quotation constitutes our entire scope of works.
5. Surveys: Where possible, we will arrange a site survey. At the time of survey, the site should be made available and fully accessible and our quotation will be based on any findings at this time. Any dimensions provided by the Client are subject to re-measure at this time. Any findings that have changed since the survey, were not evident at the time of survey or where a survey was not possible will be added to the contract price.
6. Consents: If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same.
7. Programme
7.1. All programme dates are to be treated as estimates only and unless otherwise agreed in writing, we shall have no obligation to start or complete the works by a specified date.
7.2. We will only procure the materials when we are in receipt of a full written order and any advance payments due in accordance with clause 14.
7.3. Delivery to site and the installation cannot commence until any requested payments have been received and the Client has confirmed in writing that the site is ready to receive the materials and the works can commence.
8. The Services
8.1. Unless specifically stated to the contrary in writing, the works will be carried out during the hours of 7:30am – 6:00pm. (Monday to Friday, excluding bank holidays). We make no allowance for critical activity working.
8.2. Unless otherwise agreed, we have not included for any welfare facilities, shared attendances, lighting, water, scaffolding, access towers or for the protection of our works and these are to be undertaken by others at no cost to us.
8.3. The Client is responsible for ensuring that the area at which our works are to be carried out is accessible, safe, well-lit and correctly prepared. This includes ensuring the area is cleared of any sharp objects, stones, etc. as necessary.
8.4. Any extra cost incurred by us, due to the Client’s instructions, lack of instructions, failure to comply with the provisions of this clause 8, interruptions, delays, overtime, night or weekend working, and additional work or variations or work for which we are not responsible or mistakes or any other causes outside our control, shall be added to the contract price. Any such charges shall be based upon our standard rates in effect at the time.
8.5. Excepting damage caused by the Client or any third party, we will be responsible for protection of our works during the installation. We will require the Client’s to inspect and advise of any discrepancies. Upon sign off of each stage of the works, said stage will be deemed completed and the Client accepts full responsibility and liability to protect our works from damage from the time of sign off, whether the works have been handed over in part or in full.
8.6. The installation shall be considered complete on our notification to the Client that it has been successfully completed.
9. Delay and Abortive Visits: Our price is based on being able to commence our works on the date agreed and to complete our works in one continuous visit, or where we are carrying out the works in phases, each phased visit is to be continuous. If the site is not available or ready for our installation to commence, and/or if we are prevented from continuous working through to completion and/or if we are required to complete out of sequence works, we reserve the right to recover any costs incurred by way of delay or abortive visits, such as for storage of materials or non-productive visits to site.
10. Storage, Protection and Insurance of Materials
10.1. If the goods and materials are delivered to site and for any reason we cannot commence works such as us not taking site occupancy and the goods and materials are placed into storage on site, the responsibility for protection and insurance of the goods and materials passes to the Client, whilst title of the goods and materials will remain with us until we are paid in full.
10.2. If the start date is delayed through no fault of our own and the Client decides not to store the materials on site, we shall place them into storage and any costs associated with such storage shall be passed on to the Client.
11. Variations: Any variation must be evidenced by a written instruction before we proceed with the works. We require a minimum of 3-4 weeks’ notice for any variation, together with any drawings where applicable.
12. Price Variations
12.1. Any price variation shall become due for payment to us in accordance with the terms for payment herein.
12.2. All prices will be subject to variation in respect of any costs arising by virtue of any statute, regulations or orders issued by any government department or other duly constituted authority.
12.3. Our offer, where appropriate, allows for the cost of importing materials based upon the rates of exchange, tax or duty and labour rates prevailing at the date of our offer. In the event of any adjustment in such rates, we reserve the right to make an adjustment to our contract value.
13. Payment Terms
13.1. We reserve the right to request payment of a deposit up front. If this is the case, the amount will be detailed in our quotation, and we will be unable to confirm a start date until this deposit has been paid in full.
13.2. The remainder of our contract sum is to be invoiced by way of monthly applications as the works progress. We reserve the right to make any amendments to our payment terms at any time, such new terms shall be specified in our quotation.
13.3. Should retention apply, the first retention of the contract value will be invoiced once the works have been completed, and the final retention to be invoiced 12 months after the works have been signed off.
13.4. All invoices are payable by BACS within 30 days from the date of invoice, or as otherwise stated on our invoice.
13.5. If payment is not made in accordance with these terms, we shall be entitled to suspend work in accordance with clause 15 and for any period that any payments are in arrears, there shall be added a corresponding term to the contract period. In the case of a contract for more than one installation, this clause shall apply on a per-installation basis.
13.6. Interest shall be paid on all overdue accounts from the date payment was due (as set out above) until actually made at 8% per annum above the Bank of England base rate in force at the time, both before and after judgment, under the Late Payment of Commercial Debts (Interest) Act 1998.
13.7. We are happy to enter into a third party collateral warranty agreement, subject to agreement of cost and wording. However, any collateral warranty(s) given by us, or any other separate agreement, shall become null and void if payment is not made in accordance with these terms.
13.8. No certification will be issued until payment has been received by us in full for each phase completed.
13.9. We are unable to accept any of our monies being ‘set off’, or withheld as retentions. No cash discount can be applied unless specifically agreed in writing, prior to commencement of the works. We do not provide any type of performance bond.
13.10. All prices quoted are in pounds sterling and subject to VAT at the current rate.
14. Suspension: In the event that we have exercised our right under Section 111 of the Housing Grants, Construction and Regeneration Act 1996 to suspend performance of our obligations under this contract, the Client shall reimburse us in respect of any loss and/or expense incurred by us during the period of the suspension including the cost of re-mobilisation on the lifting of the suspension.
15. Risk and Title
15.1. All materials supplied by us shall remain our property until full payment of our contract value is received. Until title passes:
15.1.1. we shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the materials;
15.1.2. we, our agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the materials or any part are stored, or upon which we reasonably believe them to be kept for the purpose of removing said materials;
15.1.3. the Client shall store and mark the materials in a manner reasonably satisfactory to us indicating that title to the materials remains vested in us;
15.1.4. the Client shall insure the materials to their full replacement value; and
15.1.5. irrespective that title to the materials remains with us, risk in the materials shall pass to the Client upon delivery.
New paragraph16. General Liability
16.1. We shall not be liable for any delay or for any consequence of any delay in the delivery of any of the materials or the commencement or completion of the work if such delay is due to any circumstance outside our control. This includes, but is not limited to, inclement weather, fire, strike, flood, accident, delay in transport, default of any sub-contractor, inability to obtain material or labour, any government act, demand or requirement, as a consequence of war or hostilities (whether war be declared or not), or any other force majeure event or cause whatsoever beyond our reasonable control.
16.2. 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 same) our period for performing our obligations shall be extended by such period (not limited to the length of the delay) as we may reasonably require to complete the performance of our obligations.
16.3. We do accept liability and will indemnify the Client against any damage we may cause as a direct result of our negligence resulting in personal injury or death. Except as provided in this clause 16.3, we shall not be liable whether by way of indemnity, breach of contract or statutory duty or in tort (including negligence) for any loss of profit, loss of use, loss of contract or contracts, or for any financial or economic loss or for any indirect or consequential loss or damage whatsoever.
16.4. We shall not be liable for and the Client shall indemnify and hold us harmless against any claim for loss or damage to any property directly or indirectly occasioned by or arising from the Client’s improper possession of any of our materials and from negligence or default (including any non-compliance with any obligation of this agreement, 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 ourselves.
16.5. This indemnity shall extend to any costs and expenses incurred by us and shall continue in force notwithstanding the termination of the contract.
16.6. Where we have specifically contracted in writing to deliver or complete the work within a specified time or by a specified date and we are in delay for reasons other than provided for under these conditions, then, to the extent that we are liable to pay damages to the Client, the payment of damages will be equal to 1% of our net contract value for each week of delay subject to a maximum liability of 5% of our net contract value (excluding any provisional sums) in full satisfaction of any liability for delay whatsoever.
16.7. Where we are a sub-contractor and the Client a main contractor, damages pursuant to the above clause will only become payable to the Client when the Client is liable to pay damages under the main contract as a direct result of our delay and shall be in full satisfaction of any liability for delay whatsoever in the performance of our works.
16.8. These terms and conditions shall be exhaustive of the rights, obligations and liabilities of each party, whether such rights, obligations and liabilities arise in respect of or in consequence of a breach of contract or statutory duty or a tortuous or negligent act or omission which gives rise to a remedy at common law.
17. Extension of Time: If our completion date is delayed as a result of a relevant sub-contract event, such as a variation, an impediment, direction, prevention or default of the main contractor, lack of equipment availability, adverse weather or any event beyond our control, and we give notice to the main contractor of such delay, the main contractor shall grant an extension of time as estimated to be fair and reasonable in the circumstances.
18. Insurance: We include for Employers’ Liability Insurance with an indemnity limit of £5 million and Public Liability Insurance with an indemnity limit of £10million and £250,000 Professional Indemnity Insurance. Details are available on request.
19. Literature and Representations
19.1. Our marketing literature is presented in good faith as a guide to represent the product offered and does not form a part of our contract.
19.2. Our employees and agents are not authorised to make any representation concerning the materials and services unless confirmed by us in writing. In entering into the contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not confirmed.
20. Guarantee: Any materials supplied by us shall be subject to the extents and limits of the guarantee provided to us by the manufacturer’s guarantee or warranty. This will only commence when we have received payment in full in accordance with clause 13 above.
21. Cancellation
21.1. Should the Client cancel the order with us, we reserve the right to levy reasonable cancellation charges including, but not limited to, any administration costs, procurement costs and loss of profit, against the Client and these shall fall due for payment immediately.
21.2. Should cancellation take place after procurement of any materials, payment for such materials and any expenses incurred will be required to be paid to us by the Client.
22. Termination
22.1. We shall be entitled to terminate our employment under the contract in circumstances where:
22.1.1. the Client is in material or continuing breach of any obligations under the contract and fails to remedy such breach within 7 days of the receipt of our written notification of such breach;
22.1.2. there is persistent and wilful neglect by the Client;
22.1.3. the Client becomes incapable of performing its obligations under this contract;
22.1.4. the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction;
22.1.5. an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Client;
22.1.6. the Client ceases or threatens to cease to carry on business; or
22.1.7. we reasonably apprehend that any of the events mentioned above is about to occur in relation to the Client and we notify the Client accordingly.
22.2. The Client’s payment obligations under this contract shall survive termination of this contract where the termination is brought about by the actions of the Client.
22.3. The termination of this contract, howsoever arising, shall not affect the rights and liabilities of the parties already accrued at such time or affect the continuance in force of such provisions as are expressed as capable of having effect after such termination.
23. Prevention or Frustration: If the contract becomes impossible to perform or is otherwise frustrated, the Client shall be liable to pay to us all costs, expenses, overheads and loss of profit which we, our suppliers or sub-contractors incur as a result of the frustration or impossibility of performance. Any pre-payments which may have been made to us under this contract shall be applied towards satisfaction of such sum as may become due.
24. Licence and Copyright
24.1. We shall, when requested, provide necessary documents, except those of a commercially sensitive nature, as we are required to provide under this contract. Any such documentation will be submitted in our normal standard format only. If additional copies or contract specific requirements are needed, we reserve the right to apply additional charges. No documentation shall be handed over until all payments under the contract have been received by us.
24.2. Copyright in all such documents shall remain vested in us, but insofar as we are empowered to do so, we shall grant a royalty-free non-exclusive licence to the Client to use and reproduce the said documents for their own use solely in connection with the works. It shall be a condition precedent to the granting of such a licence that all sums properly due to us under this contract have been paid in full.
24.3. We shall have no liability for improper use of the documents other than that for which they are prepared and the Client shall indemnify us from and against any loss arising from the improper use of the subject matter of this clause.
24.4. The Client warrants that any design or instruction furnished or given by them shall not be such as will cause us to infringe any letter patent, registered design or trade mark in the execution of the works.
25. Assignment
25.1. The Client may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of their rights or obligations under these terms and conditions.
25.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these terms and conditions, without the Client’s prior consent.
26. No Employment: Nothing in this contract shall render or be deemed to render us an employee or agent of the Client or the Client an employee or agent of ours.
27. Waiver: The parties agree that no failure by either party to enforce the performance of any provision in this contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this contract. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
