BAUXITE GLAZING SPECIALISTS LTD TERMS & CONDITIONS
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.
(a)“Sub-Contractor” Bauxite Glazing Specialists Ltd
(b)“Contractor” means the Sub-Contractor’s Customer for the
(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-
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
Samples submitted for approval show substance and general character
only. Colour, size, thickness or shape cannot be guaranteed.
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
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
(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.
(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
(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.
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.
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
(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
(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
This contract is governed by the law of England and Wales.