BAUXITE GLAZING SPECIALISTS LTD TERMS & CONDITIONS
OF SUB-CONTRACT

These Terms & Conditions shall apply to all orders placed with the Sub-

Contractor, and any stipulations or conditions in a Contractor’s order which

conflict with, qualify or seek to negate any of these Terms & Conditions shall

be inapplicable and have no force or effect.

1. Definitions

(a)“Sub-Contractor” Bauxite Glazing Specialists Ltd

(b)“Contractor” means the Sub-Contractor’s Customer for the

Works.

(c) “Works” means the building works the subject of the

contract, in accordance with the Quotation.

(d)“Quotation” means the quotation issued by the Sub-

Contractor.

2. The Works

(a)The Sub-Contractor will carry out and complete the Works in

accordance with the Quotation in a good and workmanlike manner.

(b)The Sub-Contractor is entitled to rely on the accuracy and

completeness of Contractors plans, specifications and reports

provided to the Sub-Contractor.

(c)Unless expressly agreed the Sub-Contractor will not carry out any

form of design for these Works. Insofar as the Sub-Contractor will use

best endeavours to comply with current legislation, Building

Regulations and best practice, no warranty or other liability on the

part of the Sub-Contractor shall be created or implied in regard to the

suitability or fitness for purpose of components or systems

recommended or any calculations undertaken. Structural and other

calculations shall be undertaken by the Contractor

(d)In the case where design forms part of the works, the Contractor shall

allow a period of 4 weeks from the date of instruction for the Sub-

Contractor to complete the design and produce design drawings

required by the Contractor and shall allow a further 6-8 weeks from

the date upon which the Contractor approves design drawings to

manufacture the Works. Copyright in all design drawings or

documents prepared by the Sub-Contractor shall remain vested in

the Sub-Contractor.

3. Materials

Samples submitted for approval show substance and general character

only. Colour, size, thickness or shape cannot be guaranteed.

4. Title

All materials will remain the Sub-Contractor’s property with title fully

vested in the Sub-Contractor until the Contractor has paid for the Works

in full.

5. Variations and Extras

(a) The prices quoted are based upon dimensions, quantities, drawings

and specifications given at time of tender. The Sub-Contractor reserves

the right to require re-calculation and apply supplemental charges if

any of these parameters change or to increase the contract price to

reflect increases in the cost of materials or labour between the end of

the fixed price period specified in the Quotation and the date of

completion.

(b) If additional work is requested by the Contractor a quotation will be

submitted and the additional work will not be started until the

Contractor has placed an order and agreed the price to be paid for the

additional works. The Sub-Contractor shall not be liable for the

consequences of late acceptance.

6. Payment

(a) The Sub-Contractor may invoice or provide applications for payment

for interim payments each month as the Works proceed. The sums on

each interim invoice or application become due upon the date of

issue. The payment mechanism and timetable shall be in accordance

with the Scheme for Construction Contracts (England & Wales)

Regulations 1998,(As amended from time to time),(The Scheme). (1)

25% on Design, 70% on Delivery, 5% on Commissioning, (2)Account

holders 30 days end of month following. Non account holding

customers, payment on pro-forma.

(b) The Contractor will not be entitled to withhold payment in whole

or in part of any sum due unless and until he issues a valid Pay-less

Notice in accordance with The Scheme. No set-off or abatement will

be permitted by reference to any sum due under one or more other

contracts.

(c) The Contractor will not be entitled to make any retention unless

agreed in writing. The Sub-contractor retains the entitlement to issue

a Retention Bond in lieu of cash retentions. It is a condition precedent

that the first moiety of retention is to be released in full together with

VAT upon practical completion of the Sub-Contractors works. The

second moiety of retention shall be released 12 calendar months later.

If any payment is not made by the Contractor by the expiry of its

respective Final date for Payment the Sub-Contractor will be entitled to

statutory compensation and to charge interest pursuant to the Late

Payment of Commercial Debt Regulations 2013. The applicable rate is 8%

per annum above Bank of England base rate. In addition the Sub-

Contractor will after the expiry of seven days from the giving of written

notice to this effect to the Contractor, be entitled to suspend the works

and any works under any other contract with the Contractor until such

outstanding sum is paid. The sub-contractors reasonable costs incurred

by such suspension will be reimbursed by the Contractor.

The Sub-Contractor reserves the right to refuse to execute any order or

contract if the arrangements for payment of the Contractor’s credit are

not satisfactory. In the case of non-payment of any account by its Final

date for Payment or in the case of death, incapacity, bankruptcy or

insolvency of the Contractor or when the Contractor is a Limited

Company in the case of liquidation or the appointment of a receiver the

purchase price of all goods delivered to date and/or any sums already

due from the Contractor shall become payable immediately from the

Contractor and in addition the Sub-Contractor has the right to cancel

every contract made with the Contractor or to cancel, suspend or

discontinue delivery of goods and materials for same. This provision acts

without prejudice to the Sub-Contractor’s right to recover any loss

sustained, caused by the above circumstances.

7. Time for Completion

Time shall not be of the essence. The Sub-Contractor will use reasonable

endeavours to ensure that the Works are completed within the time (if any)

stated in the Sub-contractors Quotation, otherwise completion shall be

within a reasonable time. The Contractor expressly waives all claims for

delay charges or Liquidated Damages.

8. Defects

The Sub-Contractor will rectify at its own cost any defects or faults which

appear and are notified by the Contractor to the Sub-Contractor in writing

within 12 months of completion of the Works and are due to defective

workmanship by the Sub-Contractor or defective materials supplied by the

Sub-Contractor. The Sub-Contractor shall be afforded reasonable

opportunity and facilities to investigate such claims.

9. Consequential Damage

The Contractor expressly waives all claims for special, incidental, or

consequential damages it may have against the Sub-Contractor, including

without limitation damages for principal office expenses, financing costs,

loss of business and reputation, and loss of use.

10. Liability

The Sub-Contractor’s liability for death or personal injury to any individual

caused by negligence of the Sub-Contractor or its Sub-Sub-Contractors or

agents is not limited. Without prejudice to the above, the maximum liability

of the Sub-Contractor for all other events shall not exceed the contract

price.

11. Disputes

(a)The Sub-Contractor and Contractor agree that either party may refer

a dispute to adjudication at any time, following the rules and

procedures of the Scheme for Construction Contracts Part 1 (the

Scheme). The Decision of the Adjudicator shall be binding on the

parties until the dispute is finally resolved through agreement or by

Arbitration under the CIMAR rules

(b)Save in the circumstances provided for below, the parties shall each

bear their own legal costs and other expenses incurred in the

adjudication.

(c)Where the referring party is awarded in the aggregate a sum more

than 50% of the amount claimed, the non-referring party shall

reimburse the referring party’s legal costs and other expenses which

the referring party incurred in the adjudication process.

(d)The adjudicator shall decide how his fee and reasonable expenses are

to be apportioned between the parties .

(e)The adjudicator shall be permitted to correct his decision so as to

remove clerical or typographical errors arising by accident or

omission

12. Jurisdiction

This contract is governed by the law of England and Wales.