SUPPLY AND FIX STANDARD TERMS & CONDITIONS

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3 SUPPLY AND FIX STANDARD TERMS & CONDITIONS 1. DEFINITIONS In these Conditions: Contract "Contractor" "Contract Price" "Client" "Quotation" "Works" means the contract between the Client and the Contractor for the Works comprising the Quotation, these Terms & Conditions and the other documents specified in the Quotation means ICF Tech Limited means the price payable by the Client to the Contractor for the Works, as shown in the Quotation, (and as varied in accordance with the Contract) means the person named as such in the Quotation; means the Contractor's signed Quotation referring to these Conditions; means the works described in the Quotation. 2. CONTRACT FORMATION Acceptance of the Contractor's Quotation by the Client constitutes the Contract for the Contractor to carry out the Works in accordance with these Terms & Conditions. 3. GENERAL NOTES AND OBLIGATIONS 3.1 The Contractor will exercise reasonable skill and care in the performance of the Works. 3.2 The Client will give the Contractor access to its premises as reasonably required by the Contractor to enable it to carry out and complete the Works without interference by the Client or by other contractors of the Client. 3.3 The Client is responsible for obtaining any planning permission required for the Works. The Client will also be responsible for obtaining permits and licences needed in the course of the Works and the Client will give reasonable assistance as required by the Contractor. The cost of obtaining these permits and licences is not included in the Contract Price unless otherwise stated The contract period stated does not include the statutory bank/public holidays, inclement and adverse weather conditions and it assumes continuity of work on site for our operatives, delays caused by others will be charged at day-work rates. 1

4 3.6 We are not nor shall we be construed to be the Principal Contractor. We have not had sight of a pretender health and safety plan, and as such, any additional costs arising from specific requirements of the client or contractor will be at extra cost Any and all preliminaries such as toilets, mess facilities, use of water, use of 240/110v power, protection of the works, scaffold, storage, forklift / crane / hoist for off-loading and distribution of materials on site etc. to be provided by the client, free of charge. 2. Skips are to be provided free of charge by the client to be available for the disposal of any surplus material, which will include paper/plastic/wood/ply/masonry/concrete/metal/eps and pallets. ICF Tech will recycle their own material if it is not contaminated and only where this is practical. 3. Where pumping/concrete discharge is to be carried out on a private or public highway, the client is to be responsible for providing suitable protection to the highway during pumping/concrete discharge and any cleaning arising from these works. 4. A secure storage container or shed will be required on site for storage of the bracing and alignment system and other ICF equipment. This storage should be exclusively for the use of ICF-Tech, otherwise the client must ensure that adequate insurance is provided against materials held in this storage container. 5. Sufficient level and well drain storage space will be needed to allow for the offload and stacking of materials during the contract duration, allowing various types of form, sizes of re-bar etc. to be separated for ease of identification and selection for use. 6. All site setting-out is to be the responsibility of the client; we will check line and level of the foundation prior to start. Please see tolerances later. Additional work arising from out-of-level footings/floors or incorrect placement of reinforcement bar by the client s contractor may be charged for. 7. The ICF wall element structural design is assumed to be part of your overall structural engineering cost. We are able to suggest engineers that have worked with our ICF system that could take on the work if required, but the wall design is a small part of the overall package when foundations, roof and floor designs, structural steel work etc. are taken into account. The Engineer s PI would cover the structural design. Please see the design guidance later. The concrete strength will be as stated by the supplying concrete manufacturer; verification of the concrete strength via cube tests or other means will be at the client s expense. 8. Once the walls are filled with concrete there will be residual concrete left that needs to be disposed of. Please note that an area will need to be available where washout can be deposited. This should be removed by the ground worker when clearing up the site, reducing levels or carrying out the external works. Disposal of waste concrete will be the responsibility of the client. Waste concrete is defined as surplus concrete, wash-out from delivery lorries and pump, spilled concrete (from walls/delivery lorries/pumps). 9. ICF Tech will take all reasonable measures to protect their interlock by providing protective capping. Please ensure that other trades are aware that damage to the Forms will result in additional work which will need to be recovered by ICF Tech. 2

5 10. Engineering design will affect the proposal. Our contract sum may need adjusting once the final scheme has been agreed. We offer our engineering support at this stage to assist your engineers in better understanding our system, if required. 11. The ICF walls will be erected using our own proprietary bracing and alignment system. It is important that a level surface is in place before the construction of our walls commences; this will avoid unnecessary delays and extra work as the ICF bracing alignment system is very versatile but does require a concrete or fixed timber substrate to stand on. 11. A fully boarded independent scaffold by the client will be required to be erected for the installation of the upper floors, and to provide protection from falls for our operatives when working above the first level or where risk of injury from falling is identified from the risk assessment. The scaffold should then be erected as work proceeds to allow safe access to any part of the exterior walls during concrete pours. Some pours, especially the gables and the internal party walls, may be carried out from a full access scaffold. The scaffold is to be provided by the client and allowance must be made for adapting this scaffold as may become necessary during the works. 12. The client s scaffolder should allow from the provision of anchor points, secured directly to our wall concrete core, where gable construction is required. 4. VARIATION 4.1 If the Client wishes to omit or vary any of the Works (or any design or materials) he must inform the Contractor in writing who will, as soon as practicable, notify the Client of the estimated cost of the variation and the likely effect on the Contract period and Completion Date. 4.2 Unless the Client withdraws his request for a variation when he receives the Contractor's estimate, the Contract Price will be adjusted in accordance with the Contractor's estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the Works shall be agreed. 4.3 If a variation is made orally, either the Contractor or the Client will confirm it in writing within 3 working days. 4.4 The Contractor will notify the Client if it encounters any difficulties which it could not have reasonably foreseen when submitting the Quotation and in those circumstances, a fair and reasonable adjustment to the Contract Price and Contract period will be made. 4.5 The Contractor reserves the right not to comply with any requests for a variation which would increase the value of the Works by more than 25% of the original Contract Price. 4.6 The Contractor assumes no liability for deficiencies/errors in the design of the project or for increased costs as a result of said deficiencies/errors. 5. CONTRACT PRICE & PAYMENT 3

6 5.1 The Contract Price is stated in the Quotation and it may be varied in accordance with these Conditions. 5.2 The Client shall pay the Contractor the Contract Price in accordance with the payment terms in the Quotation. Unless otherwise stated in the Quotation, the Contractor will submit an invoice to the Client on a monthly basis for work carried out and materials purchased in the previous month and each invoice must be paid within 21 days of the invoice date. 5.3 If the Client disputes any part of an invoice and wishes to withhold any amount, he must notify the Contractor at least 7 days before the payment date with a statement setting out the amount(s) he proposes to withhold and the reasons. The undisputed parts of an invoice must be paid and any disputed amount will be dealt with under clause 9 (Disputes). Except as stated in this clause, the Client shall not withhold any money or set off any amount against invoices of the Contractor. 5.4 If the Client fails to pay any amount properly invoiced, the Contractor can give 7 days notice to suspend work until the payment is received. Any period of suspension will entitle the Contractor to any additional costs he incurs as well as an extension of time for completion of the Works. 5.5 Late payment entitles the Contractor to interest at the statutory rate of interest under the Late Payment of Commercial Debts (Interest) Act 1999 from the due date until the date of actual payment. 5.6 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client. The Contractor will issue a valid VAT invoice or receipt for each such amount. 5.7 Any fees arising from entering into a collateral warranty if required will be chargeable at cost. 5.8 No allowance has been made for any liquidated damages or penalty clauses. If these are added at time of contract then we ICF Tech reserve the right to add the cost for insuring against such damages. 6. INSURANCE & LIABILITY 6.1 The Contractor shall take out and maintain the following insurances (except as otherwise agreed or stated in the Quotation): Construction All Risks insurance for the full reinstatement value of the Works in the joint names of the Client and the Contractor (unless the Works are in an existing building, when 6.3 will apply) Public Liability Insurance for 5,000,000 Employer's Liability Insurance for 15,000, The Contractor will provide the Client upon request during the Contract period evidence that the insurances are in place. 6.3 Where the Works are to be carried out in an existing building, the Client will be responsible for insurance of the Works with the Contractor named as co-insured. 4

7 7. DURATION, HANDOVER & DEFECTS LIABILITY 7.1 The proposed Commencement Date and Completion Date are shown in the Quotation (if known). 7.2 The Contractor will notify the Client within 5 working days of becoming aware of any event beyond his control which may prevent or delay completion of the Works by the Completion Date. The notice will specify the cause of the delay, the likely effect on the Completion Date and the Contractor's proposals for dealing with the matter. The Completion Date will then be extended as agreed by the parties or, failing agreement, decided under clause 9.. The Contractor acknowledges that he must take reasonable steps to mitigate or reduce any delay. 7.3 The Contractor will give the Client notice of its intention to hand over the Works and give the Client the opportunity to inspect the Works prior to handover. The Contractor will then confirm the date of handover to the Client. 7.4 The Contractor will be responsible for remedying defects in the Works which appear within 12 months from the date of handover and which are promptly notified to the Contractor by the Client who will give the Contractor full access to carry out any remedial works. Defects in design or materials supplied by the Client and defects attributable to fair wear and tear or to misuse or failure by the Client to comply with any operating or maintenance manuals will not be the responsibility of the Contractor. 7.5 Where equipment or materials used in the Works have the benefit of a manufacturer s warranty, the Contractor will take steps to procure that the Client has the benefit of that warranty. The Contractor will not be liable for any defect in the equipment or materials except to the extent that this is due to the Contractor s negligence. 7.6 Except for his liability to remedy any defect for which he is responsible and which are notified to him within 12 months of the handover date, the Contractor will have no liability to the Client, in contract or in tort, for any other direct, indirect or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit. However, liability for death or injury of individuals due to the Contractor s negligence is unlimited. 8. TERMINATION 8.1 The Contractor may give notice to terminate the Contract if the Client fails to make any payment to the Contractor within 30 days of the payment date or commits any other material breach of the Contract. 8.2 The Client may give notice to terminate the Contract if the Contractor commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing. 8.3 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed. 8.4 Termination will not affect the accrued rights and liabilities of the parties at the termination date. 5

8 9. DISPUTES 9.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation. 9.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator will be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision. 9.3 Any dispute that is not resolved by negotiation or adjudication will be finally settled by the courts of England and Wales. 9.4 The Contract is governed by the laws of England and Wales. 10. MATERIALS 10.1 Where the Client provides materials to the Contractor free of charge, those materials shall remain the property of the Client and used solely in connection with the Contract. Any materials surplus to requirements shall be returned to the Client or disposed of at the Client s direction Client materials stored at the Client s property shall be insured by the Client and if lost or damaged while in the custody of the Client shall be replaced or made good at the Client s expense. Materials that are lost or damaged while in the custody of the Contractor shall be replaced or made good at the Contractor's expense. 11. GENERAL 11.1 Notices Every notice shall be in writing and delivered by hand/ or sent by first class post to the address of the recipient. A notice sent by post shall be treated as having been received two working days after posting. A notice delivered by hand shall be treated as having been received at the time of delivery unless this is after the normal working hours of the recipient, in which case delivery shall be treated as occurring at 9.00 a.m. on the next working day Assignment Neither party will assign any of its rights or obligations under the Contract without the prior written consent of the other Sub-contracting The Contractor will not sublet all of the Works but he will be entitled to sublet parts of the Works. Subcontracting will not relieve the Contractor of his obligations under the Contract. 6

9 11.4 Entire Agreement The Quotation and these Conditions constitute the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the Works Amendment Any amendment to the terms of the Contract shall only be effective if in writing and signed by an authorised signatory of the Client and the Contractor No Reliance on Warranties The Client acknowledges that he has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract. However, nothing in this clause shall limit or exclude liability for fraud Severance If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision(s) which is legally enforceable Waiver The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party. 7

10 SUPPLY ONLY STANDARD TERMS & CONDITIONS 1. DEFINITION In these conditions the Seller shall mean ICF-tech and the Customer shall mean the other party to this contract, referred to hereafter as the Customer. The Goods shall mean the products supplied by the Seller and the Contract price shall mean the price of the Goods invoiced by the Seller in accordance with condition Number 3 of these conditions. 2. APPLICATION 2.1 All Goods supplied by the Seller are supplied subject to these conditions unless they are varied by an agreement in writing between the authorised representatives of the Seller and the Customer. 2.2 The Seller s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed. 2.3 The Seller does not manufacture the Goods and is, accordingly, unable to certify to the Customer that the total quantities of forms purchased fully complies with the standard dimensions; please bear in mind that installation of the goods are compatible with the +/- 3mm manufacturer s tolerances, unless the Seller gives written advice or a written recommendation, the Customer is entirely responsible for satisfying itself that the Goods are fit for the intended use either by relying on their own expertise or by obtaining professional advice. 2.4 Any advice or recommendation given by the Seller or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Customer s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 3. PRICES 3.1 The price payable for the Goods shall be the Contract Price plus any adjustment necessary to take account of any increase in costs incurred by the Seller prior to the date of despatch. Delivery charges and other expenses incurred by the company may be added to the invoice, together with the addition of VAT. 3.2 Split deliveries as to time or destination are liable to surcharge. 3.3 The Customer must satisfy himself as to the correct quantities being purchased and only full pallets are delivered. Wastage on site is calculated based upon the Sellers trained installation teams and the Seller takes no responsibility for increased wastage due to the Client s inexperience or that of his chosen installer. 3.4 Value Added Tax will be charged at the rate ruling at the date of supply. 4. DELIVERY 4.1 The Seller shall deliver the Goods to the Customer s premises or the Customer shall collect the Goods from the Seller s premises, whichever is applicable, on or by the date or dates agreed. By agreement between the parties the seller may deliver the Goods and/or perform the Services or the Customer may collect the Goods at an earlier time.

11 4.2 Where the Seller is to deliver Goods delivery will be to as near to the place in mainland Britain where the Purchaser requires delivery to be made as, in the discretion of the Seller, a safe, hard road permits. 4.3 The Customer shall be solely responsible for the unloading of the Goods if the Seller has delivered the Goods or for the loading of the Goods if the Customer is collecting the Goods and the Seller shall not be liable for any damage that occurs in the course of such loading or unloading. 4.4 In the event that such loading or unloading exceeds a period of 1 hour then demurrage may be charged. 4.5 If the Customer fails to collect the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason or any cause beyond the Customer s reasonable control or by reason of the Seller s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may make provision for the storage of the Goods until actual recovery, and the Customer shall be responsible and shall indemnify the Seller for the reasonable costs, including insurance, of such storage. 4.6 Any date of delivery or period for delivery given is an estimate only and the Company will not be liable for any delay of the Goods. 4.7 If the Customer shall require proof of delivery or collection any such request for proof shall be notified in writing within 30 days of the date of the Seller s invoice. 5. TITLE AND RISK 5.1 Risk in the Goods shall pass to the Customer on delivery. 5.2 Notwithstanding delivery and the passing of risk in the Goods, the Goods shall remain the sole and absolute property of the Seller until such a time as the Customer shall have paid to the Seller in cash or cleared funds the purchase price of the Goods, together with the full price of any other goods the subject of any other contract between the seller and the Customer. 5.3 The Customer acknowledges that until such a time as the Customer becomes the owner of the Goods, the Customer is in possession of the Goods solely as fiduciary agent and bailee for the Seller and the Customer will store, protect and insure the Goods on its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller. 5.4 Subject to the terms hereof, the Customer is licensed to re-sell or use the Goods in the ordinary course of its business PROVIDED THAT any sale of the Goods shall take place as bailee for the Seller and that the entire proceeds of sale are held in trust for the Seller and are not mingled with other monies or paid into any overdrawn bank account. 5.5 The Buyer s right to possession of the Goods shall cease if the provisions of Condition 9 shall apply to the Customer. 5.6 If payment for the Goods is overdue in whole or in part the Seller may, without prejudice to any other rights and remedies, recover and/or sell the Goods or part thereof and shall be entitled to enter upon the Customer s premises or site for that purpose. 6. RETURNS 6.1 Goods returned at the Customer s request not on the Company s own vehicle shall be at the Customer s risk regarding insurance for a value not less than the full invoice price. 6.2 Specifically ordered or non-stock items are not returnable. 6.3 Costs of collection and re-delivery of replacement items will be met by the Customer unless attributable to the negligence of the Seller. 12

12 6.4 Only goods returned in saleable condition can be accepted for credit. 6.5 The Seller reserves the right to levy a restocking and handling charge. 6.6 All returns must be sanctioned by the Seller prior to goods being brought back. 7. CLAIMS 7.1 Any claims in respect of alleged shortages or damage must be notified to the Seller in writing within three days of delivery. Evident damage to external packing must be the subject of an endorsement on the Seller s delivery note at the time of delivery. 8. PAYMENT 8.1 Unless otherwise agreed, payment shall be due by the end of the month following the month of issue of the invoice. Failure to observe these terms may result in cancellation of credit facilities. 8.2 In the event of non-payment within the time stipulated, a charge of 2% per month of the invoice price will be due from the Customer from the date when payment was due until the date of actual payment. (Whether before or after judgement). 8.3 The Seller shall be under no obligation to make any delivery if the Customer is in breach of any of these Conditions of Trading. 8.4 The Seller shall at any time be entitled to deduct from or set off against monies payable by it to the Customer such sums which the Customer owes the Seller. 8.5 The Customer may only deduct from or set-off against monies payable by it to the Seller such sums which the Seller owes the Customer if the Seller has agreed in writing to such deduction or set-off and the amount thereof. 8.6 The Seller shall be entitled to invoice the Customer for the price of the Goods on or at any time after acceptance of the order or the date for delivery of the Goods or the date for collection of the Goods. 8.7 The Customer shall pay the price of the Goods within the terms of the Seller s invoice notwithstanding that delivery or collection of the Goods may not have taken place or that property in any Goods had not passed to the Customer. 8.8 Non payment on a due date will entitle the Company to demand payment of all outstanding balances under the Contract or any other Contract between the Seller and the Customer whether due or not and/or cancel any outstanding orders without prejudice to any other rights it may have. 9. DEFAULT OR INSOLVENCY OF CUSTOMER 9.1 This condition applies if: The Customer is in breach of any of its obligations under these Conditions; or The Customer has a receiving order in bankruptcy made against him or makes any arrangement with his creditors or, being a Company, has a receiver, liquidator, administrator, supervisor or administrative receiver appointed over its property or assets or any part of them or if any order shall be made or any resolution passed for winding up the Customer; or The Customer ceases, or threatens to cease, to carry on business; or The Seller reasonably considers that any of the events mentioned above will occur. 13

13 9.2 If this condition applies then the Seller may, without prejudice to its other rights or remedies, demand immediate payment by the Customer of all unpaid accounts and suspend further deliveries and cancel this and any other contract between the Seller and the Customer without any liability attaching to the Seller in respect of such suspension or cancellation and debit the Customer with any loss sustained thereby. 10. GUARANTEE 10.1 The Seller undertakes (at its option) to repair or replace free of charge any Goods which are shown to be defective in materials or workmanship within 12 months of delivery The Seller shall be under no liability under Condition 10.1 if: The Customer has not paid in full for the Goods; or The Customer has executed or attempted to execute repairs or alterations to the Goods which are not authorised by the Seller; or The Seller has not been notified of any defect in the Goods within one month of the defect becoming apparent. 11. EXCLUSION OF LIABILITY 11.1 The Seller s guarantee is provided by the Seller and accepted by the Customer in substitution for all express or implied representations, conditions and warranties (statutory or otherwise) as to the state, quality, fitness for purpose or performance of the Goods Except for any liability which it may incur for death or personal injury resulting from the Seller s negligence, the Seller shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or otherwise for any consequential or other loss, damage or injury, however caused which may arise out of or in connection with the supply of the Goods The Seller s liability under these conditions shall be limited to the Contract Price In no circumstances shall the Seller have any liability whatsoever for any advice or design provided to the Customer, unless the same is in writing on the Seller s headed paper following receipt of a suitable written specification from the Customer. The Customer shall be responsible for checking and confirming that details of materials estimated by the Seller are correct and no responsibility shall be taken by the Seller for errors in quantities provided by it. Manufacturer s specifications and product details will be supplied at the request of the Customer, but the Seller will accept no liability for errors or mis-statements contained therein. In no circumstances does the Seller undertake any liability for checking or approving the specification for the Goods provided by the Customer. 12. RESERVATIONS 12.1 The Seller reserves the right to vary deliveries and to make deliveries by instalments as it may deem necessary having regard to availability of supplies and changes in manufacturers specification Each delivery of goods to the Customer shall constitute a separate contract to which these conditions shall be applied. 14

14 13. LEGAL 13.1 The Customer agrees that no oral representations have induced him to enter into the contract or form any part thereof. Furthermore, the conditions of the Customer s purchase order shall not form part of the Contract unless expressly agreed by the Seller in writing This Contract shall be governed by the Law of England and the Customer hereby agrees to submit to the jurisdiction of the Courts in Sheffield to which all disputes hereunder shall be referred The Seller shall not be in breach of contract if the performance of the contract is delayed or otherwise affected by circumstances beyond the reasonable control of the Seller. In particular, no liability shall rest with the Seller in respect of any late deliveries or failure to deliver arising from shortage of supplies or transportation delays beyond its control. 14. Invoicing By The Seller has the right to invoice the customer by where the customer has consented to invoices being submitted in this manner. Where invoices are sent out using electronic mail they will be deemed to have been received by the customer on the date when they are sent provided that the electronic mail is transmitted between the hours of 9.00 am and 5.00 pm on a day between Monday and Friday not being a Bank Holiday (a Business Day). If the mail is sent to the customer outside of these times then the customer will be deemed to have received the invoice on the next Business Day following. 15