In the following terms and conditions (“these terms”) unless the context otherwise requires: “we”, “our” and “us” means Thomas Interiors Limited. “you” and “your” means you the customer and any person who makes use of the Services through you or on your behalf. “Services” means any service or facility provided by us to you. “Materials” means materials, products and parts supplied by us to you. “Contract” means an agreement for the supply of Services and/or Materials between you and us. “Quotation” means a written quotation delivered to you by us (and includes any tender terms attached to a Quotation). “Charges” means the charges set out in the Quotation, as varied from time to time in accordance with these terms.
2.1 Quotations provided by us are based upon location, access (including confirmation of whether access is in or out of hours), designs, specifications and quantities submitted by you to us prior to the provision of the Quotation and are valid for period of 30 days. We reserve the right to amend our Quotation if the location, access, design, specification or quantities are different to those notified to us by you.
2.2 A Contract shall be formed between you and us when you confirm (by any means) your acceptance of a Quotation or, if earlier, when we start to deliver the Services to you.
2.3 These terms and the terms of the Quotation apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in the Quotation.
3. Our obligations
3.1 We shall supply the Services to you with reasonable care and skill and in accordance with the Quotation in all material respects.
3.2 We shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 We shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at your premises and that have been communicated to us in writing, provided that we shall not be liable if, as a result of such observation, we are in breach of any of our obligations under the Contract.
3.4 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law, security or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
4. Your obligations
4.1 You shall co-operate with us in all matters relating to the Services.
4.2 You shall provide us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to your premises and other facilities as required by us.
4.3 You shall provide to us, in a timely manner, such information (including plans, drawings and specifications necessary for the delivery of the Services) as we may require and ensure that such information is accurate in all material respects.
4.4 You shall be responsible (at your own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions under this condition 4.4.
4.5 You shall inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises. 4.6 If our performance of our obligations under the Contract is prevented or delayed by any act or omission of you, your agents, subcontractors, suppliers, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
4.7 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from:
4.7.1 any such prevention or delay as is outlined in clause 4.7 above; or
4.7.2 your negligence, failure to perform or delay in the performance of any of your obligations
under the Contract.
4.8 You shall be responsible for obtaining any permissions or approval required from landlords, councils and government authorities prior to us starting to deliver the Services.
5. Charges and payment
5.1 The price for the Services is the Charges and, in consideration of the supply of the Services by us, you shall pay the Charges to us in accordance with the Contract.
5.2 We are entitled to vary the Charges to take account of:
5.2.1 any additional Services requested by you which were not included in the Quotation; and 5.2.2 any additional work required to complete the Services which was not anticipated at the date the Quotation was given.
5.3 We shall, where reasonably practicable, obtain your written or verbal approval before we carry out any additional work as set out in clause 5.2. Such approval shall confirm the additional work required and the varied Charge for carrying out such work and shall be binding on you. In circumstances where it is not, for health and safety or other urgent reasons, practicable to obtain
your prior approval you shall be deemed to have approved any additional work which we carry out and we shall charge you for such work on the basis of our standard daily rates plus Materials supplied.
5.4 In calculating the Charges no allowance has been made for the hire of scaffolding, specialist lifting equipment or similar. If required we will charge you for such equipment at cost plus 25%.
5.5 We shall invoice you on completion of the Services or as set out in the Quotation. For Services which are delivered over a period of 30 days or more, notwithstanding the terms of the Quotation, we shall have the right to issue interim invoices on a monthly basis, based on works completed and Materials on site,
5.6 Any Charges exclude VAT, which we shall add to our invoices at the appropriate rate.
5.7 You shall pay each invoice submitted by us, in full and in cleared funds, within 30 days of receipt.
5.8 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:
5.8.1 charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank1 plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand.; and
5.8.2 suspend all Services until payment has been made in full.
5.9 Time for payment shall be of the essence of the Contract.
5.10 All sums payable to us under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
5.11 You are not entitled to withhold any monies due to us unless you notify us within 10 days of the relevant invoice being issued and supply us with full details of the amount withheld and the reasons for withholding such sum. We may, without prejudice to any other rights we may have, set off any liability of you to us against any liability of us to you.
5.12 All Materials and title thereto remain our property until the purchase price is fully paid in cash or
equivalent. Risk in any Materials is yours from the time of delivery to you.
6.1 The Contract shall continue until the Services have been delivered in accordance with the Quotation or until terminated in accordance with these terms.
6.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
6.2.1 the other party commits a material breach of the Contract and,. if such a breach is remediable, fails to remedy that breach within 5 days of that party being notified in writing of the breach (and failure to pay any sums due under the Contract shall constitute a material breach);
6.2.2 the other party goes into insolvent liquidation or suffers the appointment of an administrator or administrative receiver or enters into a voluntary arrangement with its creditors; or
6.2.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
7. Consequences of termination
7.1 On termination of the Contract for any reason:
7.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.
7.1.2 no Charges are refundable; and
7.1.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
8. Force majeure
8.1 We shall have no liability to you under the Contract if we are prevented from, or delayed in performing, our obligations under the Contract or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, security alert, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
9. Limitation of liability
9.1 This condition 9 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants, and subcontractors) to you in respect of:
9.1.1 any breach of the Contract;
9.1.2 any use made by you of the Services, the Materials or any part of them; and
9.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these terms limits or excludes our liability:
9.3.1 for death or personal injury resulting from negligence; or
9.3.2 for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or
9.3.3 for any liability incurred by you as a result of any breach by us of the breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
9.4 Subject to conditions 9.2 and 9.3, we shall not be liable to you for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential loss whatsoever.
9.5 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to no more than the maximum value of our works.
10.1 No variation of the Contract or these terms or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
10.2 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given.
10.3 If a provision of the Contract is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.4 You shall not, without our prior written consent, assign your rights or obligations under the Contract. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
10.5 A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Any notice required to be given under the Contract shall be in writing (not email) and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Contract, or as otherwise specified by the relevant party by notice in writing to the other party. Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Contract or, if sent by pre-paid first-class post or recorded delivery,at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
10.7 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
10.8 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation.