B2B Terms and Conditions
Grant Store Limited t/a GSL Contracting – Standard Terms and Conditions (B2B)
Pay special attention to clauses 4, 5, 6, 8 & 11 of these Terms
1. How the Contract is Formed
- Defined words and phrases used within these Terms shall take the meanings given in clause 14 unless the context otherwise provides.
- If You would like Us to provide You with the Materials and perform the Works, We require You to indicate Your agreement to the Proposal by signing it where indicated at which point the Contract shall be formed. By signing the Proposal You provide Us with express consent to commence the Works immediately.
- Before accepting the Proposal You must carefully read these Terms and contact Us if You have any questions. By entering into this Contract You agree and acknowledge that You have read, understand and agree to these Terms.
- Where you are a tenant or otherwise not the owner of the Premises, You hereby warrant that you are permitted to enter into this Contract and engage us to carry out the Works.
2. Pre-Commencement Property Assessments
- It is the nature of the Works that We shall have undertaken a property assessment of the Premises in order to assess its energy efficiency, purely in order to establish the extent of the Works which may be required and become familiarised with the size and area of the part of the Premises in which We would be required to undertake the Works.
- As part of the assessment, We shall discuss options and recommendations with You regarding the Works required and following the assessment, We shall complete the Survey Documentation.
- You understand that the initial assessment shall not include assessing the suitability of the utilities, services or anything falling outside of the energy-efficiency of the Premises for compliance with the applicable laws and regulations then in force.
- You agree and acknowledge that You have provided Us with any/all of the Hidden Information and that We cannot be responsible in any way where Our performance of the Works is prevented or hindered by Our discovery of any Hidden Information. Where We become aware of such Hidden Information You agree that We reserve the right to make an additional charge proportionate to the Additional Work which We are required to undertake in order to complete the Works.
3. Performance of the Contract
- The Works may be divided into a number of different stages but at all times We shall perform them with reasonable care and skill, in compliance with commonly accepted practices in Our industry and the laws and regulations in force at the time at which We perform the Works.
- We shall endeavour to source and provide good quality Materials.
- You agree that We are not responsible for assessing whether the Works require You to obtain any Consent and shall only carry out the Works where such Consent has been obtained.
- Where in the course of performing the Works, We are required to use certain sealants, adhesives, substances, fixtures, fittings or other items which have not been agreed between the parties, We shall select those which We deem most suitable.
Timescales for Performance & Additional Works
- We may from time to time provide You with indications, projected timescales or estimated commencement and completion dates for the Works (and any part of them). These are provided for indicative purposes only and for the avoidance of doubt time is not of the essence for Our commencement, performance or completion of the Works (or any part of them). There may be multiple contractors at the Premises at any given time and We shall not be liable in any way where Our timely performance of the Works is delayed by any such contractors who are not under Our control.
- Aside from where it becomes necessary for Us to perform Additional Works in accordance with this Contract, You must notify Us if You require Us to carry out any Additional Works. The performance of any Additional Works may affect any projected timescales.
- Upon completion of the Works to Our reasonable satisfaction, We shall issue the Declaration of Conformity.
Removal of Waste
- If part of the Works includes the removal of waste and debris from the Premises this must be specifically referred to in the Proposal. Where We do agree to remove waste and debris then You agree and acknowledge that this shall not include and We shall not be responsible for the removal of:
- Your own commercial waste;
- any waste or debris not directly resulting from or in connection with the Works;
- any hazardous substances including but not limited to asbestos;
- anything containing CFC gases; or
- any other waste or debris at or surrounding the Premisess
- (Excluded Waste) – Where You require Us to remove any Excluded Waste, then You agree that We reserve the right to charge additionally for this.
Decoration of Your Premises
- You are advised and accept that the performance of the Works may cause damage to decoration and it is anticipated that the part of the Premises in which We perform the Works may require redecoration following the completion of the Works. This will be Your responsibility and is not included in the Proposal unless specifically set out otherwise.
- We take pride in the cleanliness of Our work and looking after Your property and for the avoidance of doubt this clause does not exclude Our liability for any damages which We cause to Your Premises which are beyond what is commensurate with performance of the Works.
4. Your Obligations – PAY SPECIAL ATTENTION
- (a) You agree and acknowledge that You are required to:
- remove any items from the areas of the Premises in which We shall be performing the Works or using as an access route, prior to Us commencing the Works to the extent that this falls outside of any removal of waste or debris that We have agreed to undertake;
- use Your best endeavours to take steps to protect all items at the Premises from dust and debris, which You shall not be removing in accordance with clause 4(a)(i) above;
- allow and enable Us (and any Agents) clear, uninterrupted, safe and easy access to, movement around and egress from all parts of the Premises which We (and any Agents) shall be required to use;
- obtain and provide Us with evidence of all necessary Consent which either You have indicated that You shall obtain or which You have been advised to obtain to enable Us to perform the Works;
- allow Us to leave Our tools, equipment and any Materials at Your risk in a securely locked location at the Premises when We are not at the Premises;
- provide Us at all times with access to a water supply, toilet and washing facilities and enable Us to use electricity from normal 220/240 volt 3-pin sockets at no charge;
- permit Us to erect any temporary structures at the Premises such as scaffolding, use any temporary amenities such as portaloos and bring any plant machinery onto the Premises as We may reasonably deem necessary; and
- comply with all other reasonable requests made by Us from time to time.
- You warrant and undertake that any information, measurements, facts or representations made by You or provided to Us by You (or any of Your employees, subcontractors, contractors, suppliers, agents or representatives) (Information) is accurate and true in all respects and You agree and acknowledge that We shall not be liable to You for any Losses suffered or incurred by You where We perform the Works in reliance on these. You must immediately notify Us in the event of any such Information being altered or where You realise that it is incorrect.
- If Our ability to perform the Works is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4(a) (Your Default):
- We will be entitled to suspend performance of the Works until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of the Works, in each case to the extent Your Default prevents or delays performance of the Works. In certain circumstances Your Default may entitle Us to terminate the contract under clause 10.
- e will not be responsible for any Losses You sustain or incur arising directly or indirectly from Our failure or delay to perform the Works; and
- it will be Your responsibility to indemnify Us in accordance with clause 11(d) for any Losses We sustain or incur arising from Your Default.
- Where You engage other contractors to supply goods or perform services at the Premises, You shall be wholly responsible for their actions and any damages to the Materials that they cause or where their performance of services impairs Our performance of the Works, requires Us to change the Works or means that We have to perform Additional Works.
5. Risk and Title – PAY SPECIAL ATTENTION
- You shall be responsible for the risk of damage to or loss of the Materials from the moment that they arrive at the Premises.
- You agree and acknowledge that title in the Materials shall not pass to You from Us until such time as You have paid Us in full for all of the Charges in accordance with this Contract. In addition, You agree that You shall not be permitted to remove any of the Materials from the Premises until such time as title passes to You.
- Until such time as title in the Materials has passed to You, You shall:
- maintain insurance in respect of the Materials to an amount equal to the full new replacement value of the Materials;
- store the Materials separately from all other goods held by You so that they remain readily identifiable as Our property;
- not relocate the Materials from the Premises
- not remove, deface or obscure any identifying mark, label or packaging on or relating to the Materials;
- maintain the Materials in satisfactory condition, take reasonable care of the Materials and not use the Materials following any damage;
- keep all Materials in a clean, dry and dust free environment;
- take adequate measures to safeguard the Materials against theft, damage or other reasonable risks; and
- notify us immediately if the Materials become subject to any of the events listed this clause 5(c).
- In the event that You fail to pay any of the Charges to Us when they fall due or in the event that this Contract is terminated in accordance with clause 10 below You hereby authorise Us to have unobstructed access to the Premises for the purposes of taking back possession of the Materials.
6. Issues Which Might Affect Our Performance of the Works – PAY SPECIAL ATTENTION
- In some circumstances it may not be possible to perform the Works as originally intended, meaning that they may need to be amended or not performed (in whole or in part) at all. Such events or circumstances include but shall not be limited to:
- where Additional Works are required;
- where an issue or problem becomes apparent or is revealed when We start performing the Works which could not have reasonably been foreseen at the date on which the Contract is formed and which means that it is not safe to perform the Works as originally planned;
- where You fail to follow any instructions or advice issued by Us, any Agents or any other third party outside of Our control; or
- We become aware of, or are instructed or informed that the Works We are performing are not in accordance with statutory or regulatory requirements or otherwise in breach of any Consents, in which case We will make the minimum amendments necessary so that they do comply, or where this will result in serious changes, consult with You about how You want to proceed.
7. Events Beyond Our Control
- Where events beyond Our control take place, We may have to suspend the performance of the Works.
- Such events or circumstances which fall outside of Our control (Uncontrollable Events) include but are not limited to:
- weather conditions which make it impossible or unsafe (in Our opinion) to perform the Works;
- fire, lightning, explosion, storm or escape of water from any water tank, apparatus or pipe;
- exposing of wildlife at the Premises;
- discovery of materials which We deem to be hazardous or dangerous (including but not limited to asbestos) and which We either have not agreed to remove or which We are not permitted to remove by virtue of any law or regulation or without permit or licence;
- failure or delay of Our suppliers or subcontractors;
- where You make a change to Your requirements such that the scope of the Works change;
- where We have to wait for or are compromised by other providers of services at the Premises who are not engaged by Us including where the continuation of the Works is dependent on those other providers completing their services;
- where We are unable to gain access to the Premises (or a part of the Premises);
- where the areas in the Premises in which We are to perform the Works are not readied by You either on time or to the requisite standard;
- where the Premises has changed in any way from the date on which the Premises was initially assessed in accordance with clause 2;
- for some other unforeseen or unavoidable event or situation which is beyond Our reasonable control including an event of national emergency, war, prohibitive governmental regulations, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving Our employees or a third party), difficulties in obtaining the Materials (including where they are no longer stocked or manufactured), labour, fuel, parts or machinery, power failure or breakdown in machinery, networks or telecommunications.
- In the event of an Uncontrollable Event We shall attempt to recommence performance of the Works as soon as possible following the resolution of such Uncontrollable Event and You acknowledge that We shall not be liable to You in any way for any Losses which result from any ensuing delays. In the event of an Uncontrollable Event You agree that We may make minor amendments to the specification of the Materials where this does not materially change them.
- If an Uncontrollable Event prevents the performance of the Works recommencing for a continuous period in excess of 3 calendar months, then either party may terminate the Contract immediately by notifying the other in writing.
8. Payment of Charges – PAY SPECIAL ATTENTION
- We shall raise an invoice in respect of the Charges at any stage in advance of or following completion of the Works. You hereby agree that such invoice shall be due and payable to Us in accordance with the Payment Terms or otherwise specified on the invoice (where more favourable than the Payment Terms or the Payment Terms are silent).
- If any Charges are not paid by You to Us in accordance with these Terms, We reserve the right to
- charge interest on such sums on a daily basis at a rate of 8% above the Bank of England’s base rate from time to time from the due date for payment until received in full from you (whether before or after any judgment); and
- suspend performance of the Works and issuance of the Declaration of Conformity without liability to You or any third party.
9. Intellectual Property & Publicity
- We shall retain all intellectual property rights in the Works, Materials, plans, designs, drawings and specifications which for the avoidance of doubt shall not pass to You at any stage under or in accordance with this Contract. You shall not reproduce or copy the intellectual property rights or use them for any purpose for which they were not produced.
- You agree and acknowledge that We may take photographs of the Works before and following completion of the Works and hereby irrevocably permit Us to use such photographs in any publicity materials including on Our website or in magazines.
10.Termination (& Suspension) – PAY SPECIAL ATTENTION
Termination (& Suspension) Rights for Either Party
- Without affecting any other right or remedy available to each party, either party may terminate (or suspend performance of) this Contract with immediate effect by giving written notice to the other party (containing full and substantiated particulars) if:
- the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days of being notified in writing to do so;
- the other party continually commits breaches of the terms of this Contract such that it justifies the opinion that their conduct is inconsistent with it having the intention to follow it;
- the other party suspends, threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
- the other party (being an individual) is the subject of a bankruptcy petition or order or dies.
- We may exercise Our rights set out above when the relevant termination event applies to either individual where You are more than one individual.
Our Additional Termination (& Suspension) Rights
- In addition to Our rights set out above, We may terminate (or suspend performance of) this Contract on immediate notice and without liability in any way to You in the following circumstances:
- Your threatening, intimidating, abusive and/or offensive behaviour towards Us or any Agents;
- Your harassment of Us or any Agents;
- Your involvement with any illegal practices or other breach of the law; and
- Where We reasonably deem that Our involvement with You would cause damage to Our goodwill or reputation.
Consequences of Termination (and Cancellation)
- In the event that this Contract is terminated for any reason, You shall be liable to pay Us:
- an amount of the Charges proportionate to the amount of the Works which We have completed up to and including the date of termination; and
- for any Materials (unless otherwise agreed between the parties): which have been installed at the Premises; cannot be reused by Us in the form that they are as at the date of termination; which are bespoke or made to order in nature; and/or which You have used or which were supplied in sealed packaging and have been opened.
- Where You do not pay Us for any Materials as set out above and We take repossession of them, You agree that You shall be liable to pay to Us a restocking charge of 30% of the Charges attributable to each of those Materials. Whilst in removing any such Materials from the Premises, We will leave the Premises safe and secure. It is likely to be impossible to refit your old goods and in any event We are not obliged to do so.
- Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination (or expiry) of this Contract shall remain in full force and effect.
- Termination (or expiry) of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination (or expiry).
11. Liability – PAY SPECIAL ATTENTION
- We shall not be liable to You for any Losses which You suffer or incur:
- of an indirect, consequential or special nature whether in contract, tort (including negligence), breach of statutory duty or otherwise;
- that are classified as loss of profit; loss of chance, goodwill, reputation, business, contract or opportunity; loss of or corruption to data;
- which are attributable in whole or in part to any breach of this Contract by You;
- where any warranties or representations given by You under this Contract are found to be incorrect or misleading;
- where You fail to follow any advice or instructions issued to You by Us, Agents or other third party;
- where We are delayed in Our performance of the Works through any Uncontrollable Event;
- where We are still performing the Works and this delays or prevents the performance of other services by any third party contractor which You have engaged; or
- for any other reasons set out in these Terms.
- Provided that nothing in this Contract shall exclude or limit Our liability for death or personal injury caused by Our negligence, fraud or fraudulent misrepresentation, Our liability to You for any one or series of events shall not exceed the amount of Charges which You have paid to Us in cleared funds under this Contract as at the date of the event leading to any such liability.
- We shall at any time and without notice be entitled to set off any monies, which You owe to Us against any monies which We owe to You. You shall not be permitted to set off any monies, which We owe to You against any monies which You owe to Us.
- You shall indemnify Us, keep Us indemnified and hold Us harmless from and against any and all Losses suffered or incurred by us, including that of an indirect, special or consequential nature and any economic loss, loss of turnover, profits, business or goodwill whether arising in contract, tort
(including negligence), breach of statutory duty or otherwise arising out of or in connection with the performance of the Contract, any breach of the Contract by You, or as otherwise provided for by these terms.
- Any notices to be given in accordance with this Contract shall be given in writing and served to the other:
- by courier, recorded or registered post to the address first set out in this Contract;
- by first class post to the address first set out in this Contract; or
- by email to the address first set out in this Contract.
- Any notice served in accordance with this clause shall be deemed to have been received:
- if delivered personally, at the time of delivery;
- if delivered by courier, recorded or registered post at the time at which the notice is recorded as being received;
- if delivered by first class post, 2 Business Days from the date of posting; or
- if delivered by email 2 Business Days from the date of sending.
- Joint & Several Liability: Where You are multiple individuals, You shall be jointly and severally liable for Your obligations under this Contract.
- Data Protection: You agree and acknowledge that in order to perform this Contract, We shall use Your personal information and shall only do so in accordance with the data protection legislation including but not limited to the Data Protection Act 2018, General Data Protection Regulation and any replacement legislation.
- Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous, drafts, agreements, arrangements and undertakings between them, whether written or oral relating to its subject matter. In entering into this Contract, each party agrees and acknowledges that it has not relied upon nor shall any remedies in respect of, any representation or warranty that is not set out in this Contract.
- Status: We are independent contractors and nothing in this Contract shall constitute the creation, establishment or relationship of partnership, joint venture or employer or employee between the parties.
- Transfer: You shall not assign, transfer, mortgage, charge, subcontract or deal in any manner whatsoever (Deal) with any of Your rights or obligations under this Contract without Our prior written consent. Whilst remaining responsible to You at all times under this Contract, We may Deal with any of Our rights or obligations under this Contract.
- Variation: Save to the extent that Additional Works are to be undertaken or as otherwise set out within these Terms, or where this Contract needs to be varied to comply with the law or for regulatory reasons all variations to this Contract must be agreed between the parties in writing.
- Waiver: No failure or delay by Us to exercise any of Our rights or remedies under this Contract or otherwise by law, shall constitute a waiver of that or any other right or remedy, nor shall it prejudice, preclude or restrict the further exercise of that right or any other right or remedy.
- Severance: In the event of any court of competent authority finding that any provision (or part provision) of this Contract is invalid, illegal or unenforceable, that provision (or part provision) shall, to the extent required, be deemed to have been deleted or modified to the extent necessary to make it valid, legal or enforceable and the validity, legality or enforceability of the remainder of this Contract shall remain unaffected.
- Third Party Rights: Save to the extent set out in this Contract, no party other than those who are a party to this Contract shall have any rights in accordance with the Contracts (Rights of Third Parties) Act 1999.
- Law and Jurisdiction: This Contract and any dispute or claim arising out of or in connection with it, its construction or its subject matter shall be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the courts of England.
14. Defined Terms
- The following words and expressions shall take the following meanings in these Terms:
‘Additional Works’ means any further works not set out in the Proposal, whether specifically requested by You or which it becomes necessary for Us to otherwise perform in accordance with these Terms.
‘ADR’ means alternative dispute resolution.
‘Agents’ means any of Our employees,subcontractors, contractors, suppliers, agents or representatives.
‘Business Days’ means any day which is not a Saturday, Sunday or public bank holiday in England, Wales or Scotland.
‘Charges’ means the charges (or the basis onwhich the charges or further charges shall becalculated) for the Works and any Materialsas set out in the Proposal, and any AdditionalWorks.
‘Consent’ means any consent (including from the local authority, environmental conservation and building regulations), permits, permissions (including planning), approvals and licenses.
‘Contract’ means the legally binding contractbetween You and Us, which consists of and incorporates these Terms, the Proposal and any other terms and documents expressed to apply.
‘Hidden Information’ means anyinformation that We may reasonably be required to be informed of or become aware of, relating to the performance of the Works at the Premises and which was not made clear before or during the survey or which We could not reasonably have become aware of until such time as We commenced performance of the Works.
‘Losses’ means any actions, awards, charges,claims, costs, damages, demands, expenses,fees, fines, liabilities, losses, penalties or proceedings.
‘Materials’ means any materials, goods, fixtures, fittings, parts or items specified within the Proposal or which We provide in the course of Our performance of the Works.
‘Payment Terms’ means the terms in accordance with which You shall pay the Charges to Us as set out in the Proposal.
‘Premises’ means the location(s) where We shall perform the whole of or any part of the Works as specified in the Proposal.
‘Proposal’ means the document or written correspondence in which We provide You with details of the Works, the Charges, the Payment Terms (where applicable) and which may take the form of or incorporate the Survey Documentation.
‘Survey Documentation’ means (i) Child Benefit Self Declaration Form; (ii) ECO Declaration of Conformity and Completed Installation; (iii) Privacy Form; (iv) Risk Assessments (v) Data Match (EST); and (vi) Tech Survey
‘Terms’ means these terms and conditions.
‘We’, ‘Us’, ‘Our’, ‘Ourselves’ means Grant Store Limited t/a GSL Contracting (CRN:11083182) whose registered office is at 15 Market Street, Standish, Wigan, Lancashire, United Kingdom, WN6 0HW and contact email address is firstname.lastname@example.org.
‘Works’ means including but not limited to the installation, repair and other building, deconstruction, construction, plumbing and heating services, electrical services, room in roof insulation and waste removal services connected with improving the eco/energy-efficiency of the Premises which We shall perform as specifically set out in the Proposal or as otherwise agreed between the parties.
‘You’, ‘Your’ means the party or parties whose details are set out in the Proposal.
- Clause headings shall not affect the interpretation of this Contract and unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Any reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. Any obligation on a party not to do something shall include an obligation not to allow that thing to be done. In writing means by one of the methods for valid service of notice in accordance with clause 12 including email.