The following words shall have the meanings given below:-
Word or phrase
Customer - the Company’s Client or Customer stipulated in the Contract.
Contract Agreement - the Contract between the Company and the Customer which incorporates these terms and conditions.
Contract Price - 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 and expenditure of provisional sums and thereto.
Goods - means the office furniture, fittings and equipment to be supplied to the Customer by the Company pursuant to the Contract.
Premises - the premises or site address specified by the Customer at which the Site Works / Goods are to be supplied and/or the Services are to be performed.
Services - the workmanship involved in fitting out the Customer’s premises and/or offices.
Works - the Site Works / Goods to be supplied and/or the Services to be performed.
Customer’s Agent - The person nominated by the Customer to represent him in all matters in respect of this contract.
Company and/or Contractor - IOR Group Limited.
Unless otherwise specifically agreed in writing, every offer, quotation and Contract for the sale of goods or supply of goods and services by IOR Group Ltd shall be subject to these conditions and any purported relaxation or indulgence by the Company extended to the Customer, verbally or otherwise, shall in no way prejudice or operate as a waiver of these Conditions.
Excepting supply only quoted works, all quotations are offered subject to receipt of the Customers Order and no Contract shall exist or come into effect until the signing of the Contract by both parties. The Company shall be entitled absolute discretion to refuse to accept any purported order prior to a signed Contract.
The Company reserves the right to use the Client name, project details and images from this Contract in the Company’s website and marketing material, but excluding press releases for which the Company will always seek approval from the Client.
The prices in any quotation issued by the Company are those ruling at the time and date of quotation, such quotation being expressly referenced and held open for a maximum of 30 days.
Where the Company provides written quotation advice bearing the word ‘Estimate’ or ‘Budget’, such advice shall not be regarded as capable of being accepted and is merely for use by the Customer as a guide.
The Contract Price shall be adjusted for addition or omission of variations and provisional sums and for the addition or omission of any other sums agreed to be added to the Contract Price, including those pursuant to Relevant Matters, to form the Adjusted Contract Price.
Effect shall be given to such additions or omissions as and when they occur, in whole or in part.
Invoicing and payment for the Works shall be as follows:- Supply and Installation of goods/furniture contracts - 50% mobilisation payment of the total Contract Price shall be paid immediately upon receipt of the Customer’s Order and/or instruction to proceed with the balance to be paid within 5 working days from delivery.
Supply of Services / Minor Build Works contracts - 25% mobilisation payment of the total Contract Price shall be paid immediately upon receipt of the Customer’s Order and/or instruction to proceed, followed by percentage Interim payments, shall be no less frequently than fortnightly - spread evenly over the progress of Work but to leave a maximum of 12.5% payment at Practical Completion; 2.5% on final completion of making good defects (snags). Any Customer notice to withhold payment must be given no later than 5 days before the date that any payment is due to be made.
The Company shall be entitled to charge interest on overdue invoices from the date when the payment becomes due to be made from day to day until the actual date of payment at a rate of 3% per annum above the base rate of the Bank of England.
Payment for goods shall be made in accordance with clause 5 above. However, if the customer fails to give delivery instructions within seven days of being required to do so by the Company, payment shall become due forthwith and the Company shall be entitled (but not bound) to store the goods at any available place and at the Customer’s expense.
If payment is not received by return, then any discount agreed will be forfeited and the determination procedure rights detailed in clause 17 may be implemented.
The amount of each invoice and payment thereof may include for materials on site provided these have been reasonably, properly and not prematurely brought on to site. Such materials will be clearly marked as the property of the Customer but legal ownership will only transfer on receipt of paid funds to the Contractor.
The Term “Provisional sum” where contained in any quotation or build up thereto shall mean a sum provided for work or costs, which cannot be entirely foreseen, defined or detailed at the time of submission and is a guide based on information available at that time.
Further to more detailed clarification of the required works, the Company will then submit its costs to the Customer in substitution of the Provisional Sum.
If the Customer’s furniture delivery date(s) or period(s) are stated in the Contract, the Company shall endeavour to meet such dates, providing the Customer has promptly supplied all information required and necessary for the Contract to be proceeded with.
In the event that required and necessary information is subsequently provided, the Company shall endeavour to deliver as soon as practicable thereafter.
The Furniture delivery date(s) or period(s) stated in the Contract shall not be binding on the Company and it shall not be liable in any way for failure to meet such date(s) or period(s).
As soon as the Company becomes aware of any delay in delivery that has an effect on the delivery date(s) or period(s), the Company shall notify the Customer in writing, giving particulars of the cause or causes and the expected effect thereof.
Subject to the sufficiency of the notice, the Customer and the Company shall reach agreement on the amount of extension of time, if any. Such agreed amount may then be confirmed in writing by either party.
Unimpeded access to the site shall be given on a date agreed between the Customer and the Company and the Works duration shall commence from such date. The Company shall use all reasonable endeavours to complete the services within any given time frames but time shall not be of the essence in the performance of the Works.
The Company shall be under no obligation to provide a programme, but where it does, this will be in an appropriate form clearly showing the sequence and duration of each operation, including the work of Sub Contractors, Specialists and Local and Statutory Authorities and Public Undertakings where applicable to the Company’s direct works only.
The Date for Completion shall be derived from the agreed date of unimpeded access, and contract duration. When the Company considers the Works are practically completed, he shall write to the Customer to confirm the date, and if not dissented from in writing by the Customer within 7 days thereafter Practical Completion shall be deemed to have taken place on such date.
For contracts that involve site installation works, the Company will report progress on a regular basis (no less frequently than monthly), detailing any delays to completion and the reasons.
The Company will also inform the Customer if any variation to the agreed scope of works affects the agreed Contract Price and Date of Completion. Should any delays occur leading to an agreed extension of time, the construction programme will be updated to reflect the revised Completion Date.
Where it becomes reasonably apparent that the progress of the Works is being or is likely to be delayed, the Company shall forthwith give written notice to the Customer of the material circumstances including the cause or causes of the delay and identify in such notice any event which in the Company’s opinion is a “Relevant Event” together with its expected effects on time and costs.
The Customer and the Company shall reach agreement on the amount of extension of time to be awarded and this shall be added to the Contract Duration to set a revised Completion Date.
The Customer, upon receipt of any notice of delay to completion, shall seek to reach agreement with the Company on the amount of extension of time to be awarded and shall confirm same in writing.
Where agreement cannot be reached, the Customer shall award such extension of time as it considers to be fair and reasonable.
The Customer shall in making such decision state which of the “Relevant Events” apply.
Where a Relevant Matter has had an effect on regular progress, the Company shall as soon as it becomes reasonably apparent issue a notice to the Customer. The Customer shall forthwith provide to the Customer a statement of the amount of loss or expense relating thereto. The two Parties shall then seek to agree the amount for inclusion in the next payment due.
Relevant Events are thus: Force Majeure, exceptionally adverse weather conditions; loss or damage occasioned by a specific peril; civil commotion or strike; compliance with a Customer instruction / variation; findings unforeseen prior to opening up of structure; 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; any impediment, prevention or default, whether by act of prevention by the Customer or anyone for whom he is responsible; and issues beyond the control of the Company which could not have been reasonably foreseen.
Relevant Matters are thus: compliance with a Customer instruction / variation; findings unforeseen prior to opening up of structure; 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; any impediment, prevention or default, whether by act of prevention by the Customer or anyone for whom he is responsible; and issues beyond the control of the Company which could not have been reasonably foreseen.
The Customer is to confirm that all relevant property Insurances and Licences (“Licence to Alter”) have been updated by them or their Landlord, as applicable, to cover the alteration works during the Contract / Programme duration.
IOR Group Ltd reserves the right to determine its employment and discontinue works on site for: (i) Non-payment of monies owed by in any valuation beyond the required date, and/or; (ii) The Customer or any direct Customer employed Sub-Contractors or Specialists Fail to comply with Regulations pursuant of the Construction Design and Management Regulations 2007. (If IOR have not been employed to cover the role of CDM-C, all Pre-Construction information is to be provided by the Customer’s CDM Co-ordinator to IOR and allow IOR all reasonable time and resource in relation to the said Regulations).
The Customer reserves the right to determine the Company’s employment if the Company fails to proceed with the works in a diligent manner and/or abandons the site. Following the issue of a notice of determination the Customer can proceed to complete the works and will be entitled to claim and recover the costs pro rata as originally agreed within the referenced quote from the Company, but excluding all and any consequential costs.
The Company’s specifications, drawings, descriptive matter, weights and dimensions pertaining to the content and/or scope of works are as set out in this Contract.
Any changes or variations to the scope of works / drawings required by the Customer will be treated as Variations to these documents and may incur an increase / reduction to the Contract Price and an extension of time to the contract duration.
The Company will provide the goods and/or goods and services, using reasonable skill and care, at the premises nominated by the Customer or as specified in the Contract and the Customer shall give to the Company all agreed access and facilities for the installation work.
The Company’s liability in respect of the quality, condition or description of the goods, or their fitness for any particular purpose, or for delay in the manufacture or delivery of the goods, or for any loss, damage, injury howsoever caused to the Customer or any other person, and any term condition or representation to the contrary whether express or implied by statute or otherwise, shall be limited to whatever may be recovered from any defaulting manufacturer, supplier or sub-contractor.
The Company shall use its best endeavours to pass on to the customer 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. This clause is without prejudice to the Customer’s statutory rights.
Nothing in these Terms and Conditions shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents, suppliers or sub-contractors.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under the Contract Agreement without the prior written consent of the Company.
Property in the goods shall not pass to the Customer until payment in full for the same has been received by the seller. Risk in the goods shall pass to the Customer upon delivery thereof.
An individual who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This clause is without prejudice to any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
If the customer shall commit any breach of the Contract or be or become insolvent or unable to pay his debts or commit any act of bankruptcy or (being a limited company) go into liquidation other than a voluntary liquidation for the purpose of amalgamation or reconstruction only or have a Receiver of its undertaking or assets or a substantial part thereof, the Company may, without notice, suspend or determine its employment under the Contract or the unfulfilled parts thereof and stop any goods in transit, without prejudice to any other rights or remedies which the Company may lawfully enforce or exercise.
If any provision of the Contract Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if the Contract Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice required to be given herein by either party shall be in writing and shall be sufficiently served upon the Company by sending it by post to the Company’s address as stated overleaf or upon the Customer by sending it by post to his last known address or leaving it on the premises to which the goods have been delivered. For clarification the IOR registered business address is Otterman House, 12 Petersham Road, Richmond TW10 6UW.
The Contract shall be governed construed and enforced according to English law and the Parties hereby submit to the exclusive jurisdiction of the English courts.
We reserve the right to impose a 30% charge of sale value of cancelled orders.
Any variations or alterations upon the agreed schedule of works, required by the Customer / Customers Agent must be made in writing. Agreement as to the effects to Costs and Contract Duration (if any) shall be reached prior to carrying out such works and such agreement may then be confirmed in writing by either party.
Unless stated in writing to the contrary, the Contract shall not impose upon the Company any liability for design or design of the Works whatsoever. Any design or purported design provided by IOR Group Limited in connection with the Contract shall be regarded as separate and independent of this Contract.
The Parties will in good faith seek to resolve any dispute between them through Mediation, jointly appointing a company specialising in providing mediation services.
If agreement has not been reached within 28 days of the commencement of the mediation, then either Party may engage in Court proceedings. In the event that this Contract is a Construction Contract, Adjudication under the Scheme for Construction Contracts shall apply in lieu of Mediation.