Greencliff Ltd - Terms and Conditions

1. ACCEPTANCE OF OFFER

1.1.2 Reasonable notice given by The Client to Greencliff to commence The Works, received not later than 90 days after receipt of The Client’s acceptance of The Offer, and labour and materials required for The Works being available at the date requested by The Client for the commencement of The Works (“The Commencement Date”);and
1.1.3 If required under the provisions of clause 9 below, the payment to Greencliff of The Deposit as part payment of The Price
1.2 Subject to clause 1.3, if the conditions of clause 1.1 are not satisfied, or are incapable of being satisfied, in full The Offer will be withdrawn, and any Deposit paid may, at Greencliff’s discretion, be returned.
1.3 Provided 14 days’ notice is given to Greencliff either in writing, with proof of delivery, or via a telephone call (subsequently acknowledged in writing by Greencliff) Greencliff will postpone The Commencement Date and will attempt to agree a new commencement date with The Client, which will then be The Commencement Date for the purposes of this Contract.
1.3.1 If a new commencement date is agreed The Price will not alter, unless otherwise agreed between the parties.
1.3.2 If a new commencement date cannot be agreed, The Offer will be withdrawn and The Deposit (if any) may, at Greencliff’s discretion be returned.

2. VARIATION

2.1 Greencliff reserves the right to substitute alternative materials and equipment and use alternative methods of works and construction of equivalent quality and performance to those specified in The Works or any other document issued by Greencliff or referred to in this Contract.
2.2 If after any initial survey or inspection, or after commencement of The Works, in the reasonable opinion of Greencliff, work in addition to The Works is deemed necessary, due to required alterations in design, installation, treatment, or due to health and safety considerations, applicable laws or otherwise, and this would result in an increase in The Price, Greencliff will provide to The Client details of the further work and price.
2.2.1 If the further work and price is agreed in writing by The Client, that further work and price will become part of The Works and The Price for the purposes of this Contract.
2.2.2 If the further work and price is not agreed, then, as appropriate:
2.2.2.1 The Offer will be withdrawn and The Deposit (if any) may, at Greencliff’s discretion, be returned; or
2.2.2.2 This Contract will be determined and thereupon The Client shall pay to Greencliff the reasonable costs of all work carried out until such determination.

3. FLUCTUATIONS

3.1 Unless otherwise stated or agreed under the terms of this Contract, The Price is based on the cost of labour, materials and all necessary services at the date of The Offer, and any subsequent increases or decreases in such costs shall be added to or deducted from The Price.

4. EXTRAS

4.1 Unless otherwise stated or agreed under the terms of this Contract, The Price is for The Works to be undertaken without interruption during the normal working hours of Greencliff from time to time (currently 8.00am to 4.30pm Monday – Friday).
4.2 If The Works are undertaken outside Greencliff’s normal working hours (in “Extra Time”) for any reason (other than through the default, delay or negligence of Greencliff) the costs of such Extra Time (including any overtime paid) plus a reasonable proportion of Greencliff’s overheads and profit shall be paid by The Client in addition to The Price.
4.3 If additional materials to those contained or referred to in The Works are supplied because of additions or alterations to The Works requested by The Client, The Client will pay the cost of such additional materials plus a reasonable proportion of Greencliff’s overheads and profits, in addition to The Price.

5. LOCAL AUTHORITY REQUIREMENTS

5.1 Where the relevant Local Authority or its officers, for whatever reason, becomes involved in the completion and/or supervision of The Works, any additional costs incurred by Greencliff to meet the specific requirements of the Local Authority and/or its officers will be charged to The Client in addition to The Price.

6. FIXTURES AND FITTINGS

6.1 The expression "Fixtures and Fittings" shall include, without prejudice to its generality, pipes, cables, furniture, furnishings, internal plaster and decorations.
6.2 Unless otherwise agreed in writing between the parties, all Fixtures and Fittings in areas where The Works are to be undertaken shall be removed by The Client before commencement of The Works and afterwards repaired and replaced (as necessary) by The Client , in each case at The Client’s expense.
6.2.1 Greencliff may remove any Fixtures and Fittings not so removed by The Client, and may charge The Client the reasonable cost of such removal, in addition to The Price.
6.3 Greencliff shall not be responsible for any damage to or destruction of any Fixtures and Fittings (other than damage or destruction wholly caused by the negligence of Greencliff, its servants or agents) and The Client shall indemnify Greencliff against any claim for such damage or destruction.

7. WORKING FACILITIES

7.1 The Client will at his own expense provide Greencliff with:
7.1.1 Unimpeded access for vehicles and workmen during normal working hours to all areas to which access is necessary for carrying out any initial inspection and/or survey and thereafter The Works;
7.1.2 Adequate and conveniently situated supplies of electricity and water to be used by Greencliff;
7.1.3 Conveniently situated areas for loading, unloading, storage and carrying out works ancillary to The Works; and
7.1.4 Where relevant, all permissions and consents from landlords, local authorities, adjoining property owners and other relevant parties necessary for inspections, surveys and/or The Works to be undertaken, including, but not limited to, planning permissions, building regulations approvals and the written consent of any owner and/or occupier of any adjoining property to The Site for access as may be necessary to such adjoining property for the purpose of carrying out works to party walls or for the erection of scaffolding.

8. STRUCTURAL DEFECTS

8.1 Unless otherwise stated or agreed between the parties, The Offer has been made upon the basis that The Site is in good condition; if it is discovered that The Site, or any part of it, is not in good condition after any initial inspection or survey, or after commencement of The Works, then Greencliff may by not less than 7 days’ notice in writing to The Client determine this Contract and thereupon The Client shall pay to Greencliff the reasonable costs of all work carried out until such determination.
8.2 Upon any such determination The Client will be responsible for all reinstatement work at their own expense.
8.3 Upon any such determination Greencliff will not be responsible for any deterioration to The Site caused by structural defects subsequently identified at The Site.

9. TERM OF PAYMENT

9.1 Payment of The Price and any other sums due under this Contract will be paid in the following manner, or as agreed between the parties:
9.1.1 If a Deposit has been paid pursuant to clause 9.4 below, 70% of The Price will be payable immediately on completion of The Works
9.1.2 If a Deposit has not need paid, 100% of The Price will be payable immediately on completion of The Works
9.2 A charge of 5% above the Base Rate of HSBC Plc from time to time will be payable by The Client in respect of accounts which remain outstanding for a period in excess of 30 days from the invoice date.
9.3 Greencliff will not request a Deposit from The Client on contracts where The Price is less than £2000 + VAT.
9.4 Greencliff reserves the right to request a Deposit of 30% of The Price from The Client (which The Client agrees to pay if such a request is made) in advance of The Commencement Date where The Price is in excess of £2000 + VAT.
9.5 Greencliff reserves the right to submit fair and quantified interim invoices for The Works where The Price is in excess of £2000 + VAT.
9.6 Any invoices issued by Greencliff for The Works will be paid by The Client within 30 days of the invoice date, and time shall be of the essence.

10. VALUE ADDED TAX

10.1 Unless otherwise stated, prices and rates shown or referred to in documentation issued by Greencliff in relation to The Works, including but not limited to, this Contract, are exclusive of Value Added Tax which will, where applicable, be added to such prices and rates at the rate prevailing from time to time and will be paid by The Client.

11. DELAYS, SUSPENSION OF THE WORKS AND COSTS

11.1 Where any period or date for completion of The Works has been agreed, Greencliff shall be entitled to a reasonable extension of that time or period where delay is due to adverse weather conditions and for other reasons as may be fair and reasonable in the circumstances.
11.2 Should any of the conditions contained or referred to in this Contract not be fully complied with or are breached by The Client, Greencliff reserves the right to suspend The Works until such time as the applicable conditions have been complied with or remedied, and other business commitments permit Greencliff’s return to The Site, or Greencliff may terminate this Contract forthwith.
11.3 Any costs incurred by Greencliff as a result of circumstances outside Greencliff’s control which require Greencliff, in its reasonable opinion, to suspend The Works for any length of time, may be charged to The Client.

12. LIMITATION OF LIABILITY

12.1 Greencliff will not be liable for any loss (including consequential loss) or damage sustained by The Client in relation to the provision of The Works or otherwise, save as provided for in this Contract, whether caused by Greencliff's negligence or otherwise.
12.2 For the purposes of this Contract consequential loss means any and all of the following: indirect, special or consequential damages or losses suffered or incurred by The Client, and indirect, special or consequential damages or losses shall include, but not be limited to: damage to or losses of data, furniture or equipment; economic loss or damage; damage to or loss of profits, interest, business revenue, anticipated savings, business or goodwill; the costs and expenses of any redecoration, repainting or retiling work; the costs and expenses of removing and/or replacing any cupboards, carpets or other furniture, or any other Fixtures and Fittings; and the incurring of liability for losses or damages of any nature whatsoever suffered by third parties (including in each case incidental and/or punitive damages), even if Greencliff is advised in advance of the possibility of any such losses and/or damage.

13. ARBITRATION FACILTY

13.1 In the event of any dispute arising out of or in connection with any initial survey or inspection of The Site, or The Works, then such dispute shall be referred to independent arbitration. Greencliff will put forward a list of suggested arbitrators from which The Client may choose; or if The Client prefers, the arbitrator will be nominated by the President for the time being of the Royal Institute of Chartered Surveyors. The conclusion of such arbitration shall be a condition precedent to any court proceedings initiated by The Client.
13.2 The Client will pay invoices issued under this Contract in full without set off or abatement pending the result of any arbitration.

14. LAW AND JURISDICTION

14.1 This Contract shall be governed and construed in accordance with English Law and the Courts of England shall have exclusive jurisdiction, subject to the provisions of clause 13 above, to settle any dispute that may arise out of or in connection with this Contract.