IOR: Standard Terms & Conditions
Date of Issue : 07.11.2011
1.1 The following words shall have the following meanings:-
1.1.1 “Company” means IOR Group.
1.1.2 “Contract” means the contract agreed and signed by the Company and the Customer which incorporates these terms and conditions.
1.1.3 “Contract price” means the full price agreed between the Company and the Customer pursuant to the Contract inclusive of all disbursements, taxes, levies and other charges and any variations thereto
1.1.3 “Customer” means the Company’s customer or client stipulated in the Contract
1.1.4 “Goods” means the office furniture, fittings and equipment to be supplied to the Customer by the Company pursuant to the Contract.
1.1.5 “Premises” means the premises or address specified by the Customer at which the Goods are to be supplied and the Services are to be performed.
1.1.6 “Services” means the workmanship involved in fitting the offices.
2. Application and acceptance
2.1 Unless otherwise specifically agreed in writing; every offer, quotation and Contract by the Company shall be subject to these terms and conditions and any relaxation or indulgence by the Company extended to the Customer shall in no way prejudice or operate as a waiver of the Company’s rights pursuant hereto All quotations are given subject to confirmation by IOR Group upon receipt of the Customers Order and no Contract shall be deemed concluded or accepted until such confirmation is given to the Customers Order. IOR Group shall be entitled absolute discretion to refuse to accept any order.
2.2 On receipt of the Customer’s Order the Company will confirm all quotations and will return a copy to the Customer. The Customer acknowledges and agrees that no Services will be provided and no Goods ordered until the Company has received the Customer’s Order and returned a copy to the Customer.
2.3 The Company reserves the right to refuse to accept any order.
2.5 The Company reserves the right to use the client name, project details and images from this contract on IOR Groups website and marketing material. This excludes press releases for which the company will always seek approval from the client.
3.1 Prices quoted are those ruling at the time of quotation and may be subject to increase thereafter to allow for an increase in costs of Services and/or Goods, which may occur before delivery.
3.2 “Provisional sum” where mentioned in any part of the Company’s quotation shall mean a sum provided for work or costs, which cannot be entirely foreseen, defined or detailed at the time of submission.
4. Delivery of the Goods
4.1.1 The Company and the Customer shall agree the time and place (if not specified in the Contract) when the Goods shall be delivered and the Services performed, subject to the availability of the Company’s staff, agents and sub-contractors and the availability of the Goods.
4.2 The Company shall use its reasonable endeavours to supply the Goods to the Premises and perform the Services within the agreed period or on the agreed date
4.3 For the avoidance of doubt, the period or date for the supply of the Goods and/or performance of the Services is an estimate only and time shall not be of the essence in relation thereto.
5. Programme of Services
5.1 The Company shall provide a “Programme” to the Customer in a suitable form which will clearly show the sequence of operations and the time within which each operation shall occur including the work of Sub Contractors, Specialists and, if applicable, Local Authorities and Public Undertakings before commencing Services.
5.2 The Customer shall provide full and unimpeded access to and use of facilities and electricity the Premises to the Company to enable the Company to supply the Goods and perform the Services in accordance with the Programme.
6.1 Risk in the Goods shall pass to the Customer on the date of delivery of the Goods to the Premises
7. Ownership of Goods
7.1 The Company shall own the Goods until the Company has received the full payment of the sums due in regard to the Goods (and any other sums that are due or owing to the Company), whether or not delivery has been made.
8.1 The Customer shall confirm and, if requested, produce appropriate documentation that all relevant insurance(s) have been updated by them or their Landlord to cover the Goods and Services during the Contract/Programme period.
9.1 The Company’s specifications, drawings, descriptive matter, weights and dimensions are approximate only and none of these shall form part of the Contract
10.1 The Company shall install the Goods at the Premises and the Customer shall give to the Company all necessary access and facilities for the installation work including arrangements for the Customer’s staff to be available as and when required.
11.1 Where no other terms of payment are agreed, payment for the Goods and/or Services shall be made within 14 days of the date of the Company’s invoice to the Customer. If payment of any sum due is not received by the due date, the Company shall be entitled to:
11.1.1 charge interest on the outstanding amount at the rate of 8% per annum accruing daily;
11.1.2 require that the Customer make a payment in advance of the delivery or performance of any Goods or Services or any part of the Goods or Services not yet supplied;
11.1.3 not provide any further Goods or Services or part of the Goods or Services;
11.1.4 cancel any agreed discount; or
11.1.5 terminate the Contract as provided for in Clause 13 below.
11.2 If the Customer fails to give delivery instructions within 7 days of being required to do so by the Company payment of the Contract price shall become due forthwith. The Company shall be entitled to store the goods at any available place at the Customer’s expense
11.3 If the Customer fails to provide and agree access and facilities within 7 days of delivery of the goods to the premises payment of the Contract price shall become due forthwith.
12. Notification of Change of Time
12.1 Where it becomes apparent that the progress of the Works is being or is likely to be delayed from that agreed in the original Contract/Programme, the Company shall give written notice to the Customer specifying the Relevant Event(s) causing the delay and state the expected effects on time and costs.
12.2 “Relevant Events” means exceptionally adverse weather conditions, loss or damage occasioned by a specific peril, civil commotion, strike, compliance with the Customer’s instructions or variations, findings unforeseen prior to opening up of structure of the Premises, not receiving in due time instructions or decisions by the Customer, delays on permissions from statutory bodies, delay in supply of materials and goods supplied by the Customer and issues beyond the control of the Company which could not have been reasonably foreseen at the time of the Contract.
13. Termination of the Contract
13.1 The Company may terminate the Contract if:
13.1.1 The Customer does not pay the amount(s) specified in the invoice(s) from the Company);
13.1.2 The Customer, or sub-contractors or specialists employed or engaged by the Customer, fail to comply with Regulations pursuant to the CDM Regulations 2007.
13.1.3 The Customer commits any material breach of its obligations pursuant to these terms and conditions which has not been remedied (if capable of remedy) within 7 days’ of written notice to do so by the Company.
13.2 If the Contract is terminated because of the reasons specified above, then the Customer shall pay for the Services carried out up to the date of termination and all sums due for payment after the date of termination which arise from commitments entered by the Company for the performance of the work prior to the date of termination.
14. Force Majeure
14.1 The Company and the Customer shall not have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either party may terminate the Contract by written notice to the other.
15. Customer’s Indemnity
15.1 “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
15.2 “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
15.3 The Customer shall indemnify and hold harmless the Company from and against any Claims or Losses arising from loss, damage, liability, injury to the Customer, any employees agents or sub-contractors of the Company or the Customer and third parties unless caused by the fault or negligence of the Company.
16. Liability for the Goods
16.1 The Company shall not incur or accept liability concerning any representation made by the Company to the Customer prior to the making of the Contract where such representation was made or given in relation to the Conditions. The Company shall accept any liability to the Customer concerning any express term or provision of the Contract relating to the goods where such a term relates to the Conditions. All terms, conditions, warranties implied by statutory or common law relating to the Conditions concerning the goods are excluded from the Contract to the fullest extent permitted by law. “Conditions” means the following:
16.1.1the correspondence of the goods with any descriptions; and/or
16.1.2 the quality of the goods; and/or
16.1.3 the fitness of the goods for any purpose(s) whatsoever (whether made known to the Company or not).
16.2 The Company shall use its best endeavours to procure that the Customer shall have transferred to it the benefit of any warranty or guarantee given by the manufacturer or supplier of the Goods and shall if so requested by the Customer at the Customer’s expense take all reasonable steps to enforce any such warranty or guarantee against the manufacturer or the supplier of such Goods.
17. Liability generally
17.1 Except in the case of death or personal injury caused by the Company’s negligence, the Company’s liability under or in connection with the Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Company under the Contract.
17.2 Neither the Customer nor the Company shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
18. Guarantee for Services
18.1 The Company guarantees that the Services will not be performed negligently or in breach of the provisions of the Contract. If there are defects in the Services the Customer shall, within 12 months from the date the works are completed, notify the Company in writing of the claimed defects. Provided that the Company is satisfied that the defects arise solely from unsatisfactory performance of the Services the Company will rectify the relevant part of the workmanship, subject to the limitations above in 17 .1and 17.2.
19 Loss or Damage in transit
19.1 The Company will repair or at its discretion replace free of charge any part of the Goods lost or damaged in transit, provided the Company and the carrier are given written notice of such loss or damage within the time required by the carriers conditions of carriage or, where delivery is made by the Company’s own transport, 3 days after the delivery of the Goods.
20.1 Without prejudice to the above and any other remedies or rights, either party may terminate the Contract at any time by written notice to the other party if that other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the party (other than voluntarily for the purpose of solvent amalgamation or re-construction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the party’s assets or business or the party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
21.1 Any notice to be given under the Contract or these Terms and Conditions shall be in writing and shall be sent by first class post or by facsimile or email. Notices to the Company shall be sent to its address as set out at the foot of these Terms and Conditions. Notices to the Customer shall be sent to the last known address or to the Premises. Notices shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail) or seven working days after the date of posting (in the case of air mail) or on the same working day if sent by facsimile or email or the next working day if so sent after 4.00pm.
22.1 The Company reserves the right to impose a charge of 50% of sale value of cancelled orders.
23. Applicable Law
23.1 The validity, construction and performance of the Contract shall be governed by English law.
Otterman House, 12 Petersham Road, Richmond, Surrey, TW10 6UW
Tel: 0208 614 9500
Fax: 0208 940 9895