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Terms & Conditions

CONDITIONS OF TRADING

1. DEFINITIONS

In these conditions ("Conditions")

  • "the Company" means Gillman Group Limited and associated Companies.
  • "the Buyer" is the person firm or company ordering the Goods from the Company.
  • "the Services" are all and any of the services to be provided by the Company Buyer.
  • "Special Conditions" are any terms (including specification) set out by the Company in any quotation or acceptance in order of the Company.
  • "the Contract" means the contract for the provision of the Service made between the Company and the Buyer to which the Conditions and the Special Conditions apply.
  • "Materials" are all items and material required to be used in connection with the provision of the services other than Plant.
  • "Building" shall mean the building upon which the Services are carried out.
  • "Plant" shall mean all plant and equipment used in the provision of the Service on site.

2. APPLICATION

The Conditions and Special Conditions (if any) shall prevail over any inconsistent terms or conditions referred to in the Buyer's order or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished. No variation or waiver of or addition to the Contract shall be binding unless expressly agreed or confirmed in writing by a Director of the Companies.

3. QUOTATIONS and ORDERS

  • No quotation issued by the Company shall constitute an offer to provide the Services
  • An order placed by the Buyer whether or not in response to a quotation of the Company shall constitute an offer made to the Company subject to the Conditions and any Special Conditions. The Company shall not be bound by an order unless it accepts it in writing.
  • The offer made by the Buyer and this contract shall be deemed to include a warranty by the Buyer that:-
    • The building is structurally suitable for the services to be carried out and
    • that the Buyer is entitled to have the Service carried out on the Building by the Company without the payment of any fee by the Company or subject to any conditions save any referred to in the Special Conditions.

4. PRICES

  • The Company shall have the right (by notice to the Buyer) to increase price(s) to cover any increase in the cost of labour or materials if any delay is caused by the Buyer from any cause whatsoever including (without limitation) lack of adequate instructions or defective incorrect or incomplete instructions.
  • If by reason of any law governmental order or regulation the price cost of carriage and freight and or terms of payment hereunder or any increase change or variation thereto or the right of the Company to require or receive any such payment shall be altered prohibited or hindered in any way the Company may forthwith thereupon terminate the contract by notice to the Buyer.
  • All prices are exclusive of VAT which shall be added at the rate in force at the time of despatch. The Buyer shall be Liable to pay (or if paid by the Company shall reimburse the Company in respect of) all taxes duties and fees payable in connection with the supply of the Goods hereunder.

5. PAYMENTS

  • The price, including where applicable carriage and packing charges, shall be paid in sterling on the due date which (in the absence of any variation contained in the Special Conditions) is 14 days after the date of invoice.
  • The due date for making of any stage payments to be made under the Contract shall be 14 days after the date specified in the making of the relevant stage payment.
  • The Buyer shall in no circumstances be entitled to make any deduction from the price or any stage payment by way of set-off or otherwise in respect of any claim or counter claim which it may have against the Company.
  • If the Buyer shall default in payment of the price of any stage payment on the due date, then without prejudice to any other Company's rights, interest shall accrue from day to day (as well as before as after judgement) on any sums outstanding until payment is made at an annual rate of 4% above the base rate of Barclays Bank PLC for the time being In force.
  • Times stipulated for payment shall be of the essence of the Contract and if the Buyer shall at any time default in payment of the price or any stage payment on the due date or if the Buyers credit standing at any time in the opinion of the Company is impaired for any reason the Company shall in addition and without prejudice to any other of its rights have the right:-
    • to demand forthwith payment for all materials or services delivered to the Buyer whether or not any such payment would otherwise be due; and/or
    • to withhold all further deliveries of the material or any other products or services to be supplied by it to the Buyer under any other contract between them until such payment is made in full and/or
    • to cease to carry the Services in whole or in part
    • to treat the Contract as repudiated and terminate the contract in respect of the whole or any part which remains unperformed and to recover damages for breach of Contract.

6. THE CARRYING OUT of the SERVICES and OWNERSHIRP of MATERIALS

  • Dates given for the carrying out of the Services are approximately only and without prejudice to condition 8 (Force Majeure) such dates are subject to:
    • Final approval of any relevant specification by the Buyer.
    • Receipt by the Company of all information required for the determination of the Services to be provided being made on all the due dates
  • Whilst it will use its best endeavours to adhere to dates given for carrying out the Services the Company shall be under no liability for any loss injury damage or Expense consequent upon delay therein from whatsoever cause including (without limitation) the Company's negligence.
  • Time for performance of the contract by the Company shall not be of the essence of the contract and any delay shall not entitle the Buyer to cancel any order.
  • The Buyer shall ensure that the Building shall be available to the Company without interruption from the time the Company commences the carrying out of the services.
  • All materials on the Buyers site shall remain the property of the Company until actually used in connection with the carrying out of the Services and may be removed by the company at anytime. The Buyer hereby grants a licence to the Company terminable on 4 weeks written notice to enter on the site for such purposes.
  • The risk in the materials shall pass to the Buyer upon their delivery to the site.
  • The Buyer shall be responsible for loss of or damage to the Plant except where caused by the Company its employees or sub-contractors.

7. INSPECTION

The Buyer shall inspect the building in respect of which the Services have been carried out as soon as practicable but in any event not later than 14 days after their completion and forthwith notify the Company of any alleged defect found.

8. FORCE MAJEURE

The Company shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the provision of the Services by the Company being directly or indirectly prevented hindered or delayed by reason of any circumstances outside the control of the Company including (without limitation) any act of God war riot strike lock-out trade dispute or labour disturbance accident breakdown of plant or machinery failure or shortage of power supplies fire flood drought explosion difficulty in obtaining workmen material or transport refusal of any license or permit or any order sanction or request or any Government or governmental authority. In the event of any such circumstances the Company shall have the option (exercisable by notice to the Buyer) to terminate the Contract (whereupon the Company shall be relieved of all liability under the Contract) to extend the time for performance by a period equal to that during which such circumstances subsist without incurring liability for any loss or damage suffered by the Buyer as a result.

9. TERMINATION

If the Buyer shall fail to make payment when it becomes due or shall default in due performance or observance of any other obligation under the Contract or shall enter or propose, to enter into any composition or arrangement with creditors or if a resolution for the winding up of the Buyer shall be passed or the Court shall make an order that the Buyer shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver or administrators shall be appointed over any of its assets or undertakings or (being a natural person) if receiving order is made against him or he shall be adjudged bankrupt or if the Buyer shall take or suffer any similar action to consequence of the debt of the Company may be notice in writing to the Buyer determine the Contract without prejudice to its rights under the Contract and otherwise at law.

10. WARRANTY LIABILITY and INDEMNITY

  • The Company warrants that the Service shall be performed to a relevant British Standard. If any Services do not conform to such warranty the Company may at its option
    • Take such steps as the Company deems necessary to rectify any part of parts of the service carried out or
    • refund to the Buyer the appropriate part of the price PROVIDED THAT:
      • The liability of the Company shall in no event exceed the price payable or paid by the Buyer for the Services
      • Performance of any one of the above options (as limited by (a) above) shall constitute an entire discharge of the Company's liability under the warranty
  • The foregoing warranty is optional upon:
    • The Company receiving from the Buyer within 14 days of the date of the Service notice of the alleged defect
    • The Buyer affording the Company reasonable opportunity to inspect the works carried out by the Seller under this Contract
    • The Buyer using and maintaining the part of the Building which has been the subject of the Service in accordance with their intended use or any other use notified by the Buyer and accepted by the Company
    • As regards defects in specification to which the Services were carried out that the specification in question not been furnished specified or supplied by the Buyer
    • The alleged defect not arising from any lack of suitable structural stability of the building having regard to the Services to be carried out under this Contract
  • If the alleged defect is not covered by the terms of the foregoing warranty or if the warranty claim is made outside the relevant warranty period the Buyer shall pay the cost or rectification of the allegedly defective Services at the Company's then current rates and all transportation costs from the Company's premises to the Buyer's premises.
  • Save as provided in condition 10(a) the Company shall have no liability to the Buyer in respect of any deficiency in the Service or other breach of contract of whatsoever nature or other default or negligence on the part of the Company its employees sub-contractors or agents and all conditions warranties or other terms whether express or implied statutory or otherwise or in relation to the Services or their standard and fitness for any purposes are hereby excluded.
  • The Company shall not be liable in respect of any loss or damage whatsoever arising from
    • the claim of any person against the Buyer
    • for loss of profits
    • loss of business
    • economic loss or
    • consequential loss or damage suffered by the Buyer
  • All drawings photographs illustrations specifications performance data dimensions weights and the like contained in any literature or other material supplied by the Company under or in connection with the Contract or otherwise communicated to the Buyer are provided or made by the Company in the belief that they are as accurate as reasonably possible but that they shall not be taken as representations by the Company nor are they warranted to be accurate.
  • The Buyer shall indemnify the Company in respect of any loss or damage whatsoever arising from any claim of any other person firm or company in relation to the Building or its use.
  • Nothing in these conditions shall read or construed as exclusion of the Company's liability in whole or in part where the same relates to a claim for personal injury or death resulting from the Company's negligence.

11. COMPANY'S ASSOCIATES

The service may at the Company's discretion be supplied by any of its subsidiaries or associated companies (as defined in the companies Act 1985 and 1989)

12. ASSIGNMENT

The contract is personal to the Buyer who or which shall have no right to assign or delegate all or part of the its rights and obligations hereunder.

13. WAIVER

Failure on the part of the Company to exercise or enforce any right conferred by the Contract shall not be deemed to be a waiver or any such right not to operate so as to bar the exercise or enforcement thereof any other right on any later occasion.

14. NOTICES

Any notice to be given here under shall be given by sending the same in pre-paid registered letter or by fax to the principal place of business of the relevant party or to such other addresses as such party may have notified to the other for the purposes hereof. Any notice sent by post shall be deemed in the absence of evidence of earlier receipt to have been served seven days after despatch. Any notice sent by fax shall be deemed to have been served on the day following despatch.

15. LAW and JURISDICTION

The Contract shall be governed by and construed and interpreted in accordance with the English Law. The Company and Buyer submit to the non-exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with the Contract.
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