Terms and Conditions

1. Obligations – Contractor

1.1. The Contractor is to provide the Works using reasonable endeavours to complete the Works during Normal Working Hours by the Completion Date unless expressly specified within the Quotation

1.2. The Contractor having commenced the Works, will endeavour to complete the Works without undue delay unless delayed or prevented from doing so by events or circumstances beyond its control when it will be entitled as appropriate to additional time and costs payable by the Contractor

1.3. For the avoidance of doubt the Contractor has no liability under this Agreement if it is prevented or delayed from carrying out the Works by acts, events, omissions, or accidents beyond its reasonable control, including but not limited to strikes, floods, fire and any act of God.

1.4. The Contractor reserves the right to implement alternative engineering solutions/practices where it is deemed the inclusions, exclusions and assumptions of this Agreement are found at any time to be to the detriment of the commercial, engineering and safety practices of the Contractor. Additional costs incurred will be fully chargeable to the Customer. The Contractor shall be at liberty to refuse to undertake any variation or variations which either alone or taken together alter the Works to be carried out pursuant to this Agreement.

2. Obligations – Customer

2.1. The Customer shall provide accurate information in its request for a Quotation. The Contractor will not be liable for any loss or delays resulting from inaccurate or incomplete information provided by the Customer.

2.2. In the event of delays caused by the Customer, the Contractor shall be entitled to recovery, upon written demand, of all costs and expenses incurred as a consequence of the delay. The Contractor reserves the right to withhold, suspend, cancel or otherwise delay the job without financial penalty until payment of the costs, in full, in cleared funds has been received by the Contractor.

2.3. It is the Customer’s responsibility to ensure the Quotation meets its requirements. The Contractor accepts no liability whatsoever for loss or delay arising as a result of the scope of works as detailed in the Quotation not meeting the Customer’s requirements. All designs provided by the Contractor must be approved by the Customer and incorporated into the construction issue drawings by others.

2.4. The Customer shall provide free and uninterrupted access and egress to the Premises and any third party property for the duration of the Works

2.5. The Customer shall ensure that all works to be undertaken by the Customer are completed to the required specifications and standards and are in accordance with the Quotation prior to the Contractor commencing works on site.

2.6. Unless notified to the contrary it is deemed that:

2.6.1. The Works are to be completed in no more than one visit, unless otherwise stated in the Quotation. In order to prevent abortive visits the Customer will ensure the site is ready. Any additional visits will be chargeable to the Customer.

2.6.2. All wayleave, easement agreements and consents are to be arranged by the Customer and be in place prior to commencement of the Works

2.7. The Price is dependant on the outcome of a site visit where the Quotation was provided following a desktop assessment. Any additional costs will be payable by the Customer.

2.8. The Contractor will not be responsible for any issues or delays caused by third parties

2.9. The Customer shall ensure that its employees and visitors comply with all access control and health and safety requirements specified by the Contractor during the duration of any installation or maintenance works.

2.10. The Customer shall ensure adequate provision of power and light for the Contractor to carry out work.

2.11. The Customer shall be responsible at all times for any loss or theft of, or damage to, the goods supplied by the Contractor howsoever caused and for the safe storage of the Contractor’s materials, vehicles and equipment at the Premises.

2.12. The Customer shall reimburse the Contractor in full for the value of any of the Contractor’s materials, vehicles and equipment at the Premises that suffer damage or loss, howsoever caused.

2.13. (f) Where the works carried out by the Company are

2.14. alterations, adaptations, modifications, or extensions

2.15. to, or maintenance of, any existing works, the

2.16. Company shall not be liable for any defect which may

2.17. become apparent in the existing works by reason of

2.18. the works executed by the Company.

3. Specific Items

3.1.1. The following are not included in the Works unless the Quotation expressly states otherwise:-

(a) Excessive de-watering. Any de-watering will be deemed as additional costs.

(b) Quotation is based on good dry ground conditions only and free from any obstructions. Additional costs will apply.

(c) Should any services stop the delivery of the Works additional costs will apply.

(d) Any change in scope of works due to unforeseen circumstances will be deemed as additional costs.

(e) Risk in the Materials shall pass to the Customer upon delivery

(f) Title to the Materials shall pass to the Customer once Contractor has received payment in full and cleared funds for the Price

4. Variations

4.1 In the event that following a site visit (if deemed necessary by the Contractor) the Contractor deems that variations are required to the Works and/or the price of the Works as set out in the Quotation, such variations shall be deemed to be Additional Work and the provisions of clause 5.3 shall apply.

4.2 The Quotation is based on material and labour costs prevailing on the date the Agreement. The Contractor shall have the right to vary the Price in accordance with any variations in the material or labour costs subsequent to date of the Agreement (unless otherwise stated in the Quotation) upon submitting written details of the additional cost to the Customer who shall be entitled to terminate the contract upon giving the Contractor written notice within 5 working days of the date of submission of such details. In the event of termination the Customer shall pay the Contractor’s reasonable charges for the work done or committed (including a minimum margin of 25%) and materials purchased prior thereto and reimburse any costs or expense incurred or committed by the Contractor in obtaining any wayleaves and consents.

5. Payment

5.1. The Customer shall make payment (including VAT when applicable) in full with the instruction to proceed, unless otherwise specified in the payment terms or agreed in writing by the Contractor.

5.2. VAT is quoted at the current rate. Should there be a change in the rate applicable before payment is made the Customer will be liable for VAT at the new rate.

5.3. In the event that additional work is necessary to complete the Works (“Additional Work”) either due to 5.3.1. an event which is not reasonably foreseeable

5.3.2. specifically noted exclusions within the Quotation and this Agreement

5.3.3. the Customer altering the requirements that it originally set out in its request for a Quotation

5.3.4. incorrect or incomplete information provided by the Customer

then the Contractor shall be entitled to make additional charges (“Additional Charges”) to the Customer in respect of the Additional Work. The Contractor shall explain to the Customer the purpose and content of the Additional Works. The Additional Charges shall be agreed with the Customer in advance of the Additional Work being carried out. Payment for the Additional Charges must be made, in full, in cleared funds, prior to works being carried out. In the event that the Customer fails to agree to the Additional Charges, the Contractor shall not be obliged to carry out the Additional Work, nor complete the Works, and the Customer shall be deemed to have terminated the Contract and the provisions of clause 7 below shall apply.

6.3.7 The Contractor may at any time, without notice to the Customer, set off any liability of the customer to the Contractor against any liability of Contractor to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Contractor may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Contractor of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

6.3.8 Where the customer has outstanding liabilities to the Contractor, whether financial or otherwise, the Contractor reserves the right to suspend, cancel or otherwise delay works in respect of any of their other liabilities or obligations to the Customer.

6.3.9 The Contractor reserves the right to charge a reasonable margin, not less than 20%, on all materials, labour and subcontractor costs incurred by the Contractor in association with the Works. This margin shall be applied

to all variations and additional charges levied by the Contractor to the Customer
6.3.10 In the event the project is not complete within 365 days of the acceptance then the Contractor reserves the right to apply an increase to the Price of Works in line with the Retail Price Index (RPI). This will fall immediately due on the expiry of 365 from the date of the signed acceptance and must be paid by the Customer ahead of works continuing. The Contractor will not be liable for any delays or issues resulting from non-payment of the additional costs in line with the RPI.

6. Termination

6.1. The Customer may terminate this Agreement at any time by giving at least 10 full working days’ notice but must pay to the Contractor the greater of:

• • all costs (including VAT when applicable and the Contractor’s margin of 30%) which, in the opinion of the Contractor, were reasonably incurred directly or in connection with the works as well as all costs reasonably foreseeably up to or as a result of the Customer’s termination.
  • 10% of the Price of the Works

6.2. The Contractor may terminate the Agreement;
6.2.1. Immediately if the information given by the Customer is incorrect and significantly affects the Quotation. The Contractor will refund to the Customer any part of the payment made which has not been expended or committed in relation to the Works at the time of termination.
6.2.2. By giving 5 working days written notice if the works are not completed within 120 calendar days from the date of the Quotation where the delay is not due to the fault or default of the Contractor. Where the Contractor terminates under this clause it will refund any part of the payment made which was not reasonably incurred at the time of termination.

6.2.3. At any time and for any other reason.

7. Use of Contractors

7.1 The Contractor is entitled to sub-contract the whole or any part of the Works.

7.2 The Customer shall not, without the prior written consent of the Contractor, at any time from the date of this agreement to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from the Contractor or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Contractor in the provision of the Services.

7.3 Any consent given by the Contractor in accordance with clause 7.2 shall be subject to the Customer paying to the Contractor, on demand, without any set off or deduction, a sum equivalent to 100% of the then current annual remuneration of the Contractor’s employee, consultant or subcontractor or, if higher, 100% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

8. Warranty

When undertaking any design the Contractor shall use reasonable skill and care. The Contractor is not liable for any indirect or consequential loss (including but not limited to loss of profit, loss of business, loss of savings etc) or any other form of environmental loss (whether or not occurring in connection with physical damage) resulting from or arising out of or in connection with this Agreement and/or the Works. The Contractor’s total liability under or in connection with this Agreement, the Quotation and/or the Works for any breach of contract, any delay, any equipment failure or any other reason whatsoever shall not exceed 1% of the original Price.

9. Ownership

The Works shall at all times belong to the Contractor until such time as the Works are adopted.

10. Conflict, Notices and Jurisdiction

10.1. In the event of any conflict or ambiguity between the Quotation and these Terms and Conditions, these Terms and Conditions shall take precedence.

10.2. In the event that the Contractor agrees to accept an order for the Works and in the event of any conflict or ambiguity between the Customer’s order and these Terms and Conditions, these Terms and Conditions shall take precedence.

10.3. Any notice must be served by prepaid post or fax at the relevant Contractor or Customer address shown on the Quotation

10.4. The Agreement is governed by the laws of England and subject to the exclusive jurisdiction of the English Courts.

10.5. This Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes any previous correspondence and anything previously said, done, agreed or implied which adds or conflicts with it.

10.6. Each party acknowledges that in entering into this Agreement, it does not rely upon and shall no remedies in respect of any representations, correspondence or statements (whether made innocently or negligently) that is not set out in the Terms and Conditions or Quotation The Contractor accepts no liability for innocent or negligent misrepresentation or negligent misstatement based on any terms in the Agreement.

10.7. The Terms and Conditions of this Agreement by their nature or context are intended to have effect after termination of this Agreement.

10.8. None of the provisions of this Agreement shall be considered waived by a party unless such waiver is given in writing and signed by a duly authorised representative of the party making the waiver. No such waiver shall be a waiver of any past or future

default, breach or modification of any other provision unless expressly set out in such waiver.
10.9. Each and every clause or any part thereof appearing herein is a separate and severable provision and any found to be void, illegal or unenforceable shall be deemed deleted and the remaining provisions shall continue in full force and effect

11. Conditions Precedent and Commencement

11.1 Notwithstanding any other provision of this Agreement, the Contractor shall have no obligation to:

a) Commence or continue to provide the Works
b) Procure or continue to procure any plants and materials or other goods and services required in connection with the Works or
c) Schedule, seek agreement for or confirm to the Customer of any of the planned dates at any time when any of the Conditions Precedent are not fulfilled

11.2 The following are the Conditions Precedent:

a) The Customer has made payment in full (free from any set-off or deduction)
b) The Customer has fulfilled all instructions in line with the Quotation or any written requests made by the Contractor
c) No statutory, regulatory, technical or other matters has or may prevent/delay the commencement of works

11.3 In no circumstances shall the Contractor be liable to the Customer or any third party for any failure or delay in the fulfilment of any of the Conditions Precedent. Should the Conditions Precedent result in additional cost for the Contractor then they reserve the right to pass this cost on to the Customer.

12. Intellectual Property Rights

12.1.1. All Intellectual Property Rights in or arising out of or in connection with the Works (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Contractor.

12.1.2. The Contractor grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract for the purpose of receiving and using the Works in its business.

12.1.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 12.1.2.

12.1.4. The Customer grants the Contractor a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Contractor for the purpose of providing the Works to the Customer.

13. Limitation of Liability

13.1.1. Nothing in the Agreement shall limit or exclude the Contractor’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

13.1.2. Subject to clause 13.1.1, the Contractor shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information;

loss of damage to goodwill; and any indirect or consequential loss.

13.1.3. Subject to Clause 13.1.1, the Contractor’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 1% of the original Price.

13.1.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

13.1.5. This clause 13 shall survive termination of the Agreement.

14. COVID-19 and Associated Costs and Delays

14.1. The Contractor shall not be in breach of the Agreement or liable for any additional costs or delays in performing, or failure to perform, any of its obligations under or in connection with the Agreement if such delay or failure results from events, circumstances or causes related to or in connection with the COVID-19 pandemic or any other associated variants. The Contractor will be entitled to any reasonable uplift in costs associated with supply chain shortages, material price increases or labour costs.

Schedule 1

The following are not included in the Works unless the Quotation expressly states otherwise:-

(a) The making good of plasterwork, cosmetic surfaces, decorative finishes and the like other than damage caused by negligent or defective workmanship of the Contractor which shall be made good by the Contractor at no additional cost to the Customer

(b) Working in or around contaminated ground

(c) Large or unidentified obstructions encountered including reinforced concrete or rock

(d) Any phasing of the Works unless agreed

(e) Any works outside original scope

(f) Cancelled works by third parties

(g) Any alteration to the existing Network’s pipework(or) or cable(s) or ducting or utility mains unless otherwise stated in the Quotation

(h) Any possible diversion of any utility apparatus

(i) Excavations, backfill and reinstatement, unless otherwise included in the Quotation

(j) Any excessive de-watering

(k) Any temporary works design, unless otherwise included in the Quotation. Should any design not be standard due to poor ground conditions additional costs will apply.

(l) Any temporary building supplies (electricity, water etc)

(m) Welfare Facilities

(n) Electrical or control wiring works

(o) Any building works required to facilitate the mechanical installations

(p) Any waterproofing works required to facilitate the mechanical installations

Version 2: Updated 13/03/2023

M&E Pro Limited
Unit 9, Llan Coed Court, Darcy Business Park,
Llandarcy, Neath SA10 6FG
Company No: 11788710