Ward-Smith Interiors Ltd
TERMS OF BUSINESS
General Information
Ward-Smith Interiors Ltd (the “Company”) specialise in the design, manufacture and installation of fitted and freestanding bespoke furniture.
The Services
Your agreement is with the Company.
Your order for the supply of Goods or Services is your written acceptance of the Company’s quotation.
We will supply the services to you in accordance with the description provided in the Company’s quotation (the “Services”).
The Company warrants that the Services will be provided using reasonable skill and care.
Your obligations
You will provide the Company, its employees, consultants and subcontractors (the “Company”) with access to your property, premises, office accommodation and other facilities (your Property”) as reasonably required by the Company to complete the Services and supply any Goods and Materials in accordance with the Contract.
You agree to keep all materials, equipment and other property of the Company (the “Goods and Materials”) at your premises in safe custody and in good condition until completion of the works, and agree to not dispose of or use the Materials other than in accordance with the Company’s authorisation.
Cancellation rights
You may have a right to cancel. If you are an individual and you are not instructing the Company in connection with your business, you may have a right to cancel the agreement and receive a refund of any monies paid in advance. Your right to cancel expires 14 days after our agreement is made and if you request the Company to start work during that period or if we have already starting work that you are aware of during that period, you will have to pay the Company for any work we do up until you cancel. Work which we start at your request during the cancellation period, cannot be cancelled once completed, even if the cancellation period is still running.
Payment
From time to time we may require you to make payments in advance of the supply of any Goods and Materials and/or Services.
Our charges for the Services shall be calculated on a time and materials basis:
- Charges shall be calculated in accordance with the Company’s daily fee rates, as set out in the Company’s quotation.
- The daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on normal Business Days (Monday – Friday).
- The Company shall be entitled to charge an overtime rate of 25 % of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside of the normal Business Days referred to above; and
- The Company shall be entitled to charge you for any expenses reasonable incurred in connection with the Services including travel expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials. This includes an entitlement to charge you for additional time spent at your Property that relates to undue delays or complications. For example, where you have agreed to clear the site (pre-commencement of work conditions) for the Company to start work on a particular day and you fail to do so, you will have to pay the Company for any charges and/or expenses reasonably incurred arising from such complications or delays.
The Company reserved the right to:
- Increase the charges for the Services on an annual basis with effect from each anniversary of the commencement date of this Agreement – the Company shall give you 14 days’ notice of any increase to the charges.
- Increase the price of the goods or materials for the Services, by giving notice to you at any time before delivery, to reflect any increase in the cost to the Company that is due to (i) any factor beyond the control of the Company (including increases in materials and other costs and increases in taxes and any applicable labour costs).
You shall pay each invoice submitted by the Company within 7 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by the Company in the quotation.
All quotes and fees are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). The Company will charge VAT in accordance with the prevailing legislation.
Where any taxable supply for VAT purposes is made under the Contract by the Company, you shall on receipt of a valid VAT invoice from the Company, pay such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.
If you fail to make a payment due under the Contract by the due date, then, without limiting the Company’s remedies under “Termination” below, you shall be liable to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Termination
Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect, including stopping the supply of Services and all further deliveries of Goods under the Contract by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and/or you breach your obligations under the Contract; or you take any step or action in connection with entering into administration, provisional liquidation and/or having a liquidator and/or an administrator appointed.
Consequences of Termination
On termination of the Contract:
You shall immediately pay to the Company all outstanding unpaid invoices and interest; and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by you immediately on receipt.
You shall return all of the Company’s Materials or Goods which have not been fully paid for. If you fail to do so, then the Company may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 7 days, the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.
Insurances
The Company carries the following insurance:
Tradesman & Professionals Package Insurance held with UINSURE COMMERCIAL LIMITED reference PC324811
Limitation of liability
The Company’s total liability to you shall not exceed £2,000,000.
The Contract (Rights of Third Parties) Act
This agreement is for the sole benefit of the parties. Any terms, conditions and/or other provisions of this agreement which make reference to third parties shall not confer benefits and are not to be construed as conferring benefits upon such third parties pursuant to the Contracts (Rights of Third Parties) Act 1999. It is not the intention of the parties that any term or condition of this agreement should be directly enforceable by any person other than the parties to this agreement.
Severance
If any term or condition of this agreement is for any reasons held to be illegal, invalid, ineffective, inoperable or otherwise unenforceable, it shall be severed and deemed to be deleted from this agreement and the validity and enforceability of the remainder of this agreement shall not be affected or impaired thereby.
Governing law
This agreement shall be governed by and construed in accordance with English law.
Jurisdiction
Each party hereby submits to the non-exclusive jurisdiction of the English courts.
