Target Catering Equipment - HGCRA Terms And Conditions
1 - DEFINITIONS AND INTERPRETATION
In these conditions ("these Conditions") the definitions in the Supplier's Standard Terms and Conditions shall apply (see www.targetcatering.co.uk/terms-and-conditions) and:
"Work" means all Goods, Services and/or Advice given by the Supplier to the Buyer
2 - CHARGES
2.1 Unless otherwise agreed in writing, payment will be due upon receipt of an invoice which shall be rendered at the Supplier's discretion ("Due Date for Payment"). Within 7 days of the Due Date for Payment the Buyer shall issue a notice specifying an amount that the Buyer considers is due to be paid and the basis on which such sum has been calculated ("Payment Notice"). If a Payment Notice is not issued the amount due to be paid shall be (subject to any Payless Notice, as defined below) the amount specified in the relevant invoice. The Buyer shall pay the amount set out in the Payment Notice or invoice (as the case may be) within 14 days of the invoice or the Payment Notice as the case may be ("Final Date for Payment"). If the Buyer intends to pay less than the amount specified in the invoice or the Payment Notice, then, not later than 2 days before the Final Date for Payment, the Buyer shall give the Supplier written notice of the intention to payless which shall specify the amount that the Buyer considers due and the basis on which the amount has been calculated ("Payless Notice"). If a Payless Notice is not given in accordance with this clause 2.1 then the amount to be paid by the Buyer shall be the amount stated in the Payment Notice, or if none, the invoice.
2.2 Where the Work is completed in sections, invoices shall be rendered on account of such sections save that the Supplier shall have the right to render invoices on a monthly basis notwithstanding completion or otherwise of a section or the whole of the Work.
2.3 Without prejudice to any other right or remedy available the Supplier shall be entitled to charge the Buyer interest (both before and after any judgment) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on any part of the price not paid on the Final Date for Payment from that date until payment is made in full with such interest to accrue on a daily basis from the due date and/or the Supplier shall be entitled to suspend further Work until all outstanding invocies have been paid in full.
2.4 No retention by the Buyer may be deducted from any payment due in respect of any of the Work completed and the Buyer shall not have the right of set off (whether at common law or in equity) against such payment. If any retention is agreed then the Buyer shall hold any such retention on trust for the Supplier with the Buyer's interest in such retention being fiduciary as trustee and the Buyer shall account to the Supplier for any interest accrued thereon.
2.5 Unless otherwise expressly agreed in writing prices quoted for the Work shall be an estimate of the price only and subject to amendment and variation hereinafter provided.
2.6 The price quoted shall be based upon all current costs of transport, labour and Goods unless otherwise stated and shall be inclusive of all labour, transport and Goods.
2.7 Price shall be partly calculated by reference to the quality of Goods which shall be estimated to be required but which can only be accurately determined during performance of the Work. The amount of Goods actually consumed shall be monitored on performance of the Work and if the amount of Goods actually exceeds the material estimate the quoted price shall be revised accordingly PROVIDED ALWAYS that the quoted price shall not be revised by more than 20% without prior consultation with the Buyer.
2.8 Any other additional costs above the quoted price arise from delays or interruptions including but not limited to suspension of manufacture or re-scheduling of deliveries of Goods or of the programme of Work as a result of the Buyer's instructions or revisions or information or failure to comply with its obligations hereunder shall be borne entirely by the Buyer. In no circumstances shall the Supplier be liable for damages or other losses arising from delay (including delay caused to a superior contract) which the parties agree shall be indirect or consequential losses.
2.9 Subject to clauses 2.1, 2.8 and 4.3 the price payable by the Buyer for the Work shall be that shown in the invoice which may be delivered to the Buyer on or before commencement of the Work and shall be payable in accordance with clause 2.1 herein.
2.10 Prices quoted are exclusive of Value Added Tax which will be charged where appropriate at the rate applicable at the date of the invoice.
3 - BUYER'S OBLIGATIONS
3.1 The Buyer warrants that:
3.1.1 The Buyer shall allow safe, asbestos free, full and free access to the site of the Work and shall provide that all legal, statutory or other requirements and necessay consents, licences and notices have been obtained to enable the Work to be commenced on the estimated commencement date at the site and that all facilities necessary for carrying out the Work continuously during the working hours and outside normal working hours (if the Buyer has notice of the Supplier's requirements to work outside normal working hours) are provided to the Supplier before the estimated comencement date.
3.1.2 The Buyer shall provide such information regarding the site of the Work and its use and environment as may reasonably be required by the Supplier to carry out the Work. The Buyer shall be responsible and liable for coordinating the work on site for the purposes of completing the Work under the Contract.
3.1.3 The Buyer shall take all steps as may be necessary to ensure the safety of any of the Supplier's representatives who shall carry out the Work.
3.1.4 The Buyer or its representatives shall be available for consultation at all times during the continuance of the Work.
3.1.5 The Buyer shall make available at its cost and constantly maintain an adequate supply of electricity and such other mains services as shall be considered necessary by the Supplier for the Work to be carried out.
3.1.6 Whilst the Supplier will use reasonable endeavours to ensure that the site of the Work is left in a clean and tidy condition following completion of the Work the Buyer hereby agrees that the reinstatement of the Site and all waste arising from the Work shall be the liability and responsibility of the Buyer.
3.1.7 The Buyer shall indemnify and keep the Supplier indemnified against liabilities which the Supplier may incur to any person whatsoever and against any claims, demands, costs and/or expenses sustained, incurred or payable by the Supplier (whether direct or indirect or consequential) to the extent that the same arises by reason of any act, negligence, error, omission or default of the Buyer, its employees, agents and sub-contractors in connection with the Contract.
3.1.8 The Buyer shall indemnify and keep the Supplier indemnified against any liabilities which the Supplier may incur to any person whatsoever and against any losses, claims, demands, costs and/or expenses sustained, incurred or payable by the Supplier (whether direct or indirect or consequential) in respect of third party contracts entered into by the Supplier wholly or in part for the supply of the Goods or the provision of the Services.
4 - INSTRUCTIONS AND VARIATIONS
4.1 The Buyer may not issue instructions or request variations to the Work ("Variation") unless these instructions are agreed by an authorized representative of the Supplier.
4.2 Variations shall be valued by the Supplier by reference to the relevant rates and prices in the Order.
4.3 The Supplier shall be paid any loss and/or expense incurred by the Supplier due to the progress of the Work being affected by the Variation and shall be granted an extension of time as is reasonable given the nature and extent of the Variation.
5 - ASBESTOS
5.1 The Supplier shall not be liable for any claims whatsoever or howsoever arising, either directly or indirectly out of, or resulting from or in consequence of, or in any way involving Asbestos or any material containing asbestos in whatever form, shape or quantity and it shall be the Buyer's responsibility to ensure the removal of all asbestos from the site for performance of the Work.
5.2 The Supplier shall not be liable for any personal injury, sickness or loss of, damage to, or loss of use of property directly or indirectly caused by seepage, pollution or contamination is excluded except where such seepage pollution or contamination is caused by a sudden unintended and unexpected happening. The cost of removing, nullifying or cleaning up seepage or polluting or contaminating substances is also excluded.
6 - ADJUDICATION
If a dispute or difference arises under the Contract which either party wishes to refer to adjudication the Association of Independent Construction Adjudicators' adjudication procedure shall apply.