Mr Gates Standard Terms and Conditions
The following definitions and rules of interpretation apply in these Standard Terms and Conditions.
Mr Gates Fabrication Specialists Ltd, Valley House, Northbridge Rd, Berkhamsted HP4 1TA (“We” / “Us” / “Our” / “MG” / “MGF”) the supplier of materials and or services in accordance with these Standard Terms and Conditions.
Customer or Client (“You” / “Your”) a person or legal entity that purchases materials and or services from Us.
These Standard Terms and Conditions apply to all materials and or services provided by Us to the exclusion of any other terms and conditions unless agreed otherwise in writing by Us.
As a condition precedent You acknowledge and agree that these Standard Terms and Conditions will apply to the supply of materials and or services provided by Us unless We have agreed otherwise in writing.
No servant or agent of the MGF, other than a director of the MGF, has authority to bind the MGF to any departure from these Terms & Conditions.
Contract means the agreement between Us and You which shall comprise these Terms & Conditions, any quotation or tender provided by Us and any other document referenced thereto at the point of Contract.
Site means the address specified by You to which delivery of materials and or services to be provided by Us.
Works shall mean any materials and services supplied by Us to You under a Contract.
QUOTATIONS AND ORDERS
A quotation for materials and or services to be provided by Us that sets out the price, duration, lead times and any other specific terms that may apply based upon any requirements (information, drawings, specification) You may have specified. We shall not be responsible for any discrepancies, errors or omissions in its analysis or for any errors or omissions in any drawings, data, specifications or information prepared by it utilising or incorporating all or any plans, data and information supplied by You. You shall agree to pay the extra cost reasonably incurred by Us due to alterations to and materials and or services necessitated by (i) reason of inaccurate drawings or information in whatever form so supplied to Us and (ii) any delay in commencing or interruption in the programme for the materials and or services to be provided by Us to the non-performance by You. You therefore agree such extra reasonable costs shall be added to the Contract price.
Quotations and tenders provided by Us are valid for acceptance for a period of 28 days from the date on which they are made, unless otherwise stated in the quotation or tender. All quotations and tenders are subject to these Terms & Conditions. Variation, waiver or supplement to these Standard Terms and Conditions shall be binding on Us unless expressly agreed in writing by Us.
Any illustrations, preliminary drawings, specifications and particulars of weights or measures provided by Us are approximate only and are for illustrative purposes only and do not form part of the Contract or have any contractual force and shall remain the property of MGF and may not be copied or reproduced without the written permission by Us.
Any date(s) specified by Us for the supply of materials and or services is an estimate only. Time is therefore not of the essence and You shall hold Us harmless to any claim howsoever caused as a result of any date(s) for that are not met by Us.
Delays in delivery or provision of labour, plant, materials or works by Us shall not give You the right to cancel the order or recover any loss, damage or expenses which arise from such delays. You hereby accept that delays caused by Us is not deemed a material to these terms and conditions.
The Contract Price is based on the cost of materials and or services provided by Us at the date of the quotation.
Unless expressly agreed by Us, the price for the materials and or services is exclusive of value added tax (VAT). You agree to pay any VAT that may be applicable at the prevailing rate at the date any payment is due to Us.
All payments shall be made to Us using the bank account details provided on any invoice We may issue for payment.
Unless otherwise agreed in writing by Us, payment terms are as follows:
- Deposit shall be 50% of the total quotation price
- Delivery to site 30% of the total quotation price
- Completion 20% of the total quotation price
Deposit shall be 50% of the total quotation price to enable commencement, 30% upon delivery the Materials (or equivalent as set out in the quotation) to the site and the remaining balance payable on completion.
Payment shall be made by You, without set-off or deduction, payment shall become due immediately upon your receipt of our invoice or as any other subsequent date set out on our invoice. We shall be entitled to charge interest on any unpaid amounts daily at 4% above base rate of the Bank of England.
We shall be entitled to recover from You any costs (including, without limitation, legal costs and expenses, Our administrative costs and Court fees) which the We reasonably incur in pursuing any payment which is not made on time and in accordance with the Contract.
We reserve the right to suspend deliveries and/or supply of the materials/installation , whether such materials/installation are provided pursuant to the Contract or any other contract between the parties, if You fail to pay any sum due to Us in accordance with these Standard Terms and Conditions. Such suspension shall be without prejudice to Our right to charge pro rata for any materials/installation delivered or supplied up to the date of suspension.
Before the commencement of any manufacturing works, You must confirm the order details as We cannot rectify any mistakes or refund monies in any amount after the commencement of manufacturing. Any rectifications requested by You after the commencement of manufacturing will be a Variation to the Contract which will be required to be agreed between the parties in writing prior to the commencement of the proposed Variation.
No variation to the Contract shall be effective unless agreed in writing between the parties.
Any Variation to any quotation, design and/or specification requested by You shall be notified to Us in writing. Upon receipt of any such request we shall provide a quotation for the requested Variation. We reserve the right to refuse to provide a quotation. We have no obligation to perform the Variation unless agreed between the parties in writing. You also accept the responsibility of any time and cost impacts as a result of any Variation requested by You.
Any defect to materials or works must be notified to Us in writing within 7 days of noticing the defect. If you fail to raise any defect within this 7 day time period You accept that We shall not be held liable. of the date of delivery of materials and / or installation. You acknowledge as a condition precedent that if you have not notified us of any defects within the aforementioned 7 days then you forfeit the right to withhold Your acceptance of Completion of the quotation or the works. the any payment due and accept as a condition precedent to any claim being recognised. Failure to notify Us in accordance with this clause shall be deemed to constitute irrevocable acceptance of the work and that they are in accordance with the Contract.
From the time of their arrival at the Site, the You shall be responsible for loss or damage to the Materials and to Our equipment howsoever caused or arising (except to the extent that it is caused by or arisen from the acts or omissions by Us or Our servants or sub-contractors) and shall indemnify and keep Us indemnified to the full value thereof until the Contract is completed or the Materials and Our equipment have been removed from the Site by Us.
Should any Materials required for the installation be lost or damaged by acts or omissions of You or of others (not Us or Our servants or sub-contractors) such Materials shall be replaced by Us at Your expense. You shall accept any delay to the Works due to the need to replace lost or damaged items in this instance.
You are required to acknowledge receipt of all Materials delivered at the Site by signing the appropriate Delivery Note a copy of which will be retained by You and Us.
Where the Works include the installation of Materials the Contract Price is based upon the Site being available to Us between 08:00 hours and 17:00 hours Monday to Friday inclusive unless otherwise stated and on the basis that full and free access to the Site will be open to Us during these hours. The additional costs of lost time due to lack of access to the Site or non-availability of the facilities to be provided by You shall be added to the Contract Price and shall be paid by You.
You shall provide a satisfactory and continuous means of access to the Site and Our areas of Works free from all obstructions together with offloading facilities and parking facilities for Us and Our servants and agents undertaking the Works.
You shall ensure that there is a sufficient and continuous supply of electricity and other such utilities available at all points where necessary for the performance of the Works by Us prior to the commencement of such works.
You shall supply all such plans, data and information together with Site plans and levels (to scale) as We may reasonably require from time to time in connection with the Works.
BUILDERS WORK AND ALTERATIONS
We will not carry out under the Contract any builders work or alterations to premises unless specified in writing.
Upon completion of the quotation or works We will notify you in writing of the same. You have 7 days from the date of Our notification to accept or reject, in writing, our notification that the quotation or works are complete.
We will make reasonable effort to clear the Site of all surplus materials and waste. We will make reasonable effort to leave the Works clean and ready for use but We accept no liability whatsoever for any deposits of dirt or other materials, or damage to the installation, subsequent to the completion of the Works, occasioned by the You or any Third Party.
We guarantee that in the manufacture of Our materials and workmanship are of high standards of workmanship and commensurate with industry standards.
If within a period of 12 months:
- a) after the dispatch of the Materials in the case of a single consignment, or
- b) after the dispatch of the final consignment of the Materials in the case of delivery by instalments, or
- c) after the Materials have been taken over by You in the case of a contract with installation any fault is found in the Materials, which in Our reasonable opinion, is not attributable wholly or in part to Our installation Our control, then in each such case We shall at our own expense and sole discretion either repair or replace the faulty Materials provided that notice of the fault is given in writing to the Us by registered post not more than seven (7) days after the expiry of the aforementioned period of twelve months.
All outdoor products will require maintenance and protective treatments during the guarantee period and beyond. Oxidisation will begin to appear on untreated steel, this is a natural trait of the material that can only be prevented by hot dip galvanising or powder coating. Therefore We are unable to refund the cost of outdoor products on the basis of rust appearing if they have been supplied without a galvanised or powder coat finish within this period.
Any materials supplied by Us will be replaced. No liability is accepted for any additional costs associated with the maintenance, additional treatments and preparations.
STATUTORY AUTHORITIES AND APPROVALS
You shall be responsible for obtaining any necessary permissions whatsoever from local or statutory authorities relating to the Works prior to the Works commencing.
PROPERTY AND RISK
All Materials shall remain Our property and exclusive title until any due payment of the quotation price any other amended and agreed price between the parties has been made in full by You, notwithstanding that the materials may have been delivered to or installed to the property owned by You or a third party. You hereby grant us irrevocable permission to remove any materials owned by Us until all outstanding payments have been settled by You.
Risk of damage to or loss of the materials on Site shall pass to You after installation. You shall take out any necessary insurance accordingly.
No right of set off shall exist in respect of any claims by You against Us unless and until such time as such claims are accepted by Us in writing and You shall not withhold all or any part of any sum which has become due for payment under the Contract.
Whilst We to make every endeavour to execute orders as near to the date specified for delivery as possible, all orders are accepted subject to delays caused by fires, industrial disputes, non-availability of raw materials or power supply, acts of Providence or through any other cause whatsoever beyond Our control and We shall not incur any liability or be responsible for any inconvenience, costs, losses or damages suffered by You arising from such delays (unless otherwise specifically agreed by Us in writing). If any such event continues for longer than 1 month We shall be entitled to terminate the Contract without liability to You by service of a written notice.
We reserve the right to substitute without prior notice or consultation other materials for any which may be specified on the Contract provided that the operating capabilities and technical properties are not in Our reasonable opinion, adversely affected.
We reserve the right to sub-contract any part of the Contract, but in so doing We will not be relieved of any liabilities under the Contract.
We shall not in any event be liable for loss, damage, delay or expense of any kind if the Materials are altered by You without Our written approval or where any damage is caused to the Materials as a consequence of wear and tear, carelessness in using or handling the Materials, any defect in any building in which the Materials are kept, stored, used or installed, as a result of any breach of health and safety legislation or any other legal obligation of You or any persons acting on your behalf, or as a result of any use of the Materials otherwise than in accordance with Our and or the manufacturer’s, instructions.
Nothing in these Standard Terms and Conditions shall exclude or limit the liability of Us for death or personal injury caused by Our negligence or for any other matter in respect of which the law provides that liability may not be excluded or limited.
In the event that We are found to be held legally liable for any breach of the Contract whosoever caused, Our liability in respect of any or all causes of action shall in no circumstances exceed in the aggregate (100%) the full Contract price.
As a condition precedent You agree that in the event of any claim from a breach of contract whatsoever You shall not claim from us any amount that exceeds the aforementioned full contract price.
Either party shall be entitled to terminate the Contract forthwith upon written notice if the other party commits a material breach of any of the provisions of the Contract;
We are entitled to terminate the Contract if You become bankrupt or enter into compulsory or voluntary liquidation, winding up, administration, receivership or any other composition or arrangement with Your creditors;
We are entitled to Terminate the Contract in the event that you do not make any payments that are due under the Contract and fail to make in full any due payments within 7 days of Our written request to so after any written request made by Us. In the event that we terminate the Contract for the reason as before described you shall be liable for the remainder of the Contract price in full. This is to reflect the costs associated with aborted works which include but are not limited to storage of materials, deliveries, disposal costs and aborted labour cost etc.
No failure or delay on the part of either party to exercise any right or remedy under the Contract shall be construed or operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
If any provision of the Contract is held by a Court or other relevant body to be invalid or unenforceable it shall be severable and shall be deemed omitted from the Contract to the extent necessary to prevent such invalidity or unenforceability and the remaining provisions shall continue to have full effect.
The Contract shall be governed by English law and the English Courts shall have exclusive jurisdiction in relation to all matters arising under it.
SETTLEMENT OF DISPUTES
For Contracts involving businesses the following shall apply to resolution of any disputes under the Contract:
If a dispute arises under the Contract which cannot be resolved by direct negotiation between the parties, each party shall give reasoned consideration to any request by the other party to refer the matter to mediation. However, neither party shall be obligated to agree or conduct a mediation.
If a dispute arises under the Contract which cannot be resolved by way of direct negotiation or mediation then a party shall be entitled to refer the dispute to Adjudication. In the event that a party refers a dispute to Adjudication the Scheme for Construction Contracts 1998 shall apply and the nominating body shall the Royal Institute of Chartered Surveyors.
For a Contract involving domestic clients the following shall apply to resolution of any disputes under the Contract:
In the event of a dispute that cannot be resolved between the parties through negotiation either party my refer the matter to the English courts for resolution.
The parties agree that the Contract constitutes the entire agreement between them, and supersedes all previous drafts, agreements, arrangements and understandings between them, whether oral or written.
Each party agrees that it will have no remedy in respect of any representation, statement, assurance or warranty that is not expressly set out in the Contract. Each party agrees that its only remedy in respect of those representations, statements, assurances and warranties that are set out in the Contract will be for breach of contract in accordance with the terms of the agreement.