The following terms and conditions apply to all quotations and sales for goods, materials, equipment, and services by Upward Construction Ltd. Acceptance of our quotation and/or commencement of the works will be taken as acceptance of the following terms of business which supersede all other terms and will prevail in the event of any disputes.
1. PAYMENT TERMS
- a) All fees payable to Upward Construction Ltd will be invoiced according to mutually agreed upon payment terms which must be in writing prior to the commencement of any work and/or procurement of any associated materials.
- b) In the absence of any agreement in accordance with (a) above the following payment terms shall apply: All projects under £3,000 will be invoiced upon completion of the works and will be due on receipt of the invoice. Projects of £3,000 or more will be invoiced according to payment milestones; advance payment invoice will be raised on commencement of the works to cover the cost of materials, equipment and any other upfront costs and expenses; interim payment invoices will be raised every 14 days to cover the value of works completed to date, this may include any further material orders not covered by the advance payment. The invoices will be due on receipt of an invoice; final payment will be raised on completion of the work and due for payment on receipt of the invoice.
- c) Upward Construction Ltd reserves the right to adjust the fees and the date of completion if the scope of work or proposal changes after the works are commissioned for any reason.
- d) In the event of late or non-payment, Upward Construction Ltd reserves the right to immediately suspend further work until receipt of payment in full. For payment default extending beyond 10 days, Upward Construction has the right to withhold any delivery or work and/or sell goods to a third party and deduct from proceeds of such sale the outstanding amounts and all reasonable costs resulting from the default including but not limited to recovery of all court costs, reasonable legal fees and expenses incurred in connection with the default.
- e) For business clients, under the Late Payment of Commercial Debts (Interest) Act 1998, Upward Construction Ltd reserves the right to charge interest and compensation at the current statutory rate on any balances outstanding after the date of the invoice and until the debt is settled in full.
2. TITLE/RISK OF LOSS
- a) All goods and materials procured, delivered and/or incorporated into the work will remain the property of Upward Construction Ltd with title fully vested until receipt by Upward Construction Ltd of payment in full.
- b) In the event of a default of any of the payment terms Upward Construction Ltd may enter the site and repossess and remove the materials until such time that all outstanding payments have been paid in full, even if the materials have been installed, connected, incorporated in the works, in which case Upward Construction Ltd may uninstall, disconnect and remove as required.
3. WARRANTY
- a) NO WARRANTY EXPRESS OR IMPLIED IS GIVEN AS TO THE CAPACITY, EFFICIENCY OR PERFORMANCE OF ANY GOODS OR MATERIALS OR FOR ANY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- b) Upward Construction Ltd will not be liable for defects in any materials or due to the unsuitability of any materials where the materials were chosen by the client.
- c) Upward Construction Ltd will not be liable for damages caused to vehicles, driveways, roads, landscaping, third-party property, premises or any damage to the site from dust, debris, waste or other incidental effects of carrying out the work. It is the responsibility of the client to ensure the site is adequately prepared for the work.
4. BACK CHARGES
No back charges or set-offs will be paid or allowed by Upward Construction Ltd.
5. CANCELLATION & TERMINATION
- a) If work is cancelled by the client at any time for any reason, the client will be liable to Upward Construction Ltd for any and all direct and indirect costs and expenses incurred by Upward Construction Ltd, or any of its subcontractors as well as any loss of earnings and all other loss whatsoever.
- b) Any fees quoted are estimated according to specific requirements at the time of quoting, the agreed timescales and any assumptions for the scope of work. If the timescales, work scope, requirements or assumptions on which the quote was based change in any way, Upward Construction Ltd reserves the right to review the quotation and charge for:
- (i) Any additional work that has resulted from the change. Upward Construction Ltd shall not be liable for the costs and time incurred If delays or interruptions occur that disrupt the progress of the original work. The client will be required to pay the costs and expenses of Upward Construction Ltd where the site is not ready for commencement of works on the agreed commencement date;
- (ii) Any variance in cost that has resulted in items being omitted from the scope of works or an increase in the price of raw materials, labour or other costs;
- (iii) Damage caused by other trades outside of our control, the client shall be liable for the cost of any repair or replacement;
- (iv) Any dates of commencement and completion of works are offered in good faith however are not guaranteed and could be subject to delays because of strikes, weather, accidents, government direction, force majeure, mechanical breakdowns, unavailability of materials, parts, labour or other causes beyond our control. Upward Construction Ltd shall have no liability for such delays.
6. GOVERNING LAW
These terms of business, and its execution, performance, interpretation, construction and enforcement, shall be governed exclusively by the laws of England and Wales.
7. ENTIRE AGREEMENT; AMENDMENT; WAIVERS
- a) These terms of business supersede all prior negotiations, discussions, and dealings concerning the work and subject matter hereof, and shall constitute the entire agreement with Upward Construction Ltd. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written from upward Construction Ltd other than as contained in these terms of business.
- b) No amendment, modification or release of any provisions hereof is valid unless the same is in writing and signed by Upward Construction Ltd.
- c) No waiver by Upward Construction Ltd of any breach of any terms, conditions or obligations under these terms of business shall be deemed a waiver of any continuing or subsequent breach of the same or any other terms, conditions or obligations hereunder.
8. INDEPENDENT CONTRACTOR
Upward Construction Ltd is an independent contractor only and is not partner, master/servant, principal/agent or involved herein as parties to any other similar legal relationship with respect to any work quoted or commenced and no fiduciary, trust, or advisor relationship, nor any other relationship imposing vicarious liability shall exist at law or otherwise.
9. NO THIRD-PARTY BENEFICIARIES
These terms of business are solely for the benefit of the client, and shall not otherwise be deemed to confer upon or give to any third party any right, claim, cause of action or other interest herein.
10. SEVERABILITY
The invalidity or unenforceability of any provision of the Contract shall not affect the validity or enforceability of its other provisions and the remaining provisions shall remain in full force and effect.
11. LIMITATION OF LIABILITY
- a) IN NO EVENT SHALL UPWARD CONSTRUCTION LTD BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL, ARISING UNDER ANY CAUSE OR COMBINATION OF CAUSES, INCLUDING ANY THEORIES OF CONCURRENT OR JOINT LIABILITY.
- b) OTHER THAN FOR DEATH OR PERSONAL INJURY DIRECTLY RESULTING FROM UPWARD CONSTRUCTION LTD’s NEGLIGENCE, THE LIABILITY OF UPWARD CONSTRUCTION LTD IS LIMITED TO THE TOTAL PAYMENTS RECEIVED IN CONNECTION WITH THE WORK REGARDLESS OF CAUSE OR ANY COMBINATION OF CAUSES WHATSOEVER.
