Ecolution Hubs

Unit 10, 1 Hackers Close

East Bridgeford, Nottingham
NG13 8PU
06 October 2022

22029012: Ecolution Hubs Scope & Quotation / Costings for John Clifford School

Thank you for the opportunity to budget and quote for the for the standalone timber
frame classroom hub under permitted development rights.

The price to design, build and install to full satisfactory completion is

£134,500,00 ONE HUNDRED AND THIRTY FOUR THOUSAND FIVE HUNDRED POUNDS.

This will be a timber frame building, with the main frame construction from 47mm x
150mm Structural graded C24 carcassing timber and 600mm centre studs. All
connected using a M6 x 100mm high performance fasteners.

The steel frame roof will be constructed from C Section purlins 1.6mm Thick 140mm
Depth Galvanised Steel. The allowable load spans have been calculated in accord-
ance with British Standard B55950 load span tables with 600 centres.

The timber frame base carcass will be constructed from 47mm x 150mm Structural
graded C24 carcassing timber. Joists will be spaced 600mm centres. All connected
using a M6 x 100mm high performance fastener.

Exterior wall composition from the inside out, 15mm Megadeco, 150mm joist with
100mm high performing PIR insulation board, 11mm OSB board, Ultra breathable
Membrane, 25mm cladding battens, 15mm composite cladding. 216mm entire
thickness.

Base composition from outside in, 1250mm Galvanised steel ground screws DIN EN ISO
1461, 47mm x 150mm Structural graded C24 joist with 100mm high performing PIR
insulation board, 18mm OSB board, 5mm SPC Laminate with 5mm foam underlay and
underfloor heating film. 178mm entire thickness.

Roof composition from inside out, 15mm fire retardant board, 140mm C section purlin
with 100mm high performing PIR insulation board, 18mm OSB board, EPDM membrane
1mm thick. 174mm entire thickness.

Building outside dimensions are 7500mm Length 4500mm Depth and 2500mm height
2500mm at the highest point of the pitch permitted develpment limit.

Ecolution Hubs Unit 10, 1 Hackers CI, East Bridgeford, Nottingham NG13 8PU
M: 07795 259734 T: 01949 21336 E: [email protected] W: ecolution-hubs.co.uk
VAT No. 784 9083 11. Company Registration No. 95429765
The internal height floor to ceiling will be 2400mm with a pitched ceiling.

The final and complete building will be fully equipped with all M&E installations.

MAIN CONSTRUCTION: Timber frame solution using C24 structural grade timber.

GROUND WORKS: A 350mm recess will be excavated and retained with 50mm
concrete flags set in concrete haunching. 1250mm x 76mm (200mm flange) gound
screw foundations will be installed with 1000mm spacings on top of a damp proof
membrane.

EXTERNAL CLADDING: Coastline composite cladding boards with matching trim kit
systems

ROOF: 18mm OSB board with a single ply EPDM membrane with black flashings.

CEILING: 15mm fire retardant board and multi finish.

INTERNAL WALLS: Single layer 15mm Megadeco Board partitions achieve Severe Duty to
BS5234 provides superior durability suitable for high traffic areas. Including final finish of
MDF bull nose skirting board and coving.

FLOORING: Stone Polymer Composite rigid core 5mm Laminate with 5mm foam
underlay running throughout the building.

RAIN WATER SYSTEM: FloPlast Square Gutter and Square Line downpipes fully installed
with all the correct fixtures and fittings. All fitted to manufacturers specifications.

WINDOWS AND EXTERNAL DOORS: 1 X 1900mm X 2100mm UPVC Anthracite French door
3 x 1000mm x 2100mm UPVC Anthracite windows and 2 x 1000mm x 1000mm UPVC
Anthracite windows 2 x 1000mm x 200mm UPVC Anthracite windows. All glass is double
glazed, Argon filled and toughened for safety & security.

INTERNAL ROOMS

DISABLED TOILET: 2200mm x 1500mm (DDA compliant) constructed from 47mm x 100mm
Structural graded C24 stud. Full installation of a DDA compliant bathroom suite and
3KW 15Ltr water heater. External door into the main room will be 900mm wide to meet
DDA compliancy.

OFFICE SPACE: 2200mm x 1500mm constructed from 47mm x 100mm Structural graded
C24 stud. Full supply and installation of kitchenette area including a 3KW 15Ltr water
heater. External door into the main room will be 762mm wide and colour matched to
the toilet door. The office space will include a utility cupboard for all the services and
controls.
MECHANICAL AND ELECTRICAL

All M&E appliances, components and consumables are sourced supplied and installed
by Ecolution Hubs. We undertake all aspects of the electrical installation with our in
house team of fully qualified electricians. All plumbing work is carried out by one of our
nominated partners.

Power supplied to the building using a stable 3 phase 4 core supply via a 35mm SWA
armoured cable. All works will follow underground utility detection standards PAS 128, to
minimise delays and disruptions to complete work safely and efficiently.

Mains water supply and services will be managed by the school planning committee.
Once services have been established our CIPHE (Chartered Institutes of Plumbing and
Heating Engineering) accredited partners will undertake all aspects of wet and dry
plumbing.

ELECTRICAL INSTALL & SERVICES

Internal Lighting:
Chime LED recessed downlight matt white finish power consumption is 6.5w and the
light output is 650 lumens, with integrated rechargeable power source for emergency
lighting.

External Lighting:
STRATA PRO - CCT LED FIRE RATED DOWN LIGHT IP65 6W DIMMABLE SLIM WHITE TRI
COLOUR: 3000K 4000K 5000K for Standard canopy lighting.

Outdoor emergency lighting BALHAM 18W LED EMERGENCY MICROWAVE SENSOR

MAINTAINED / NON MAINTAINED BULKHEAD LIGHT INC BLACK TRIM.

Power / Data points:

British General IP66 13A 2-GANG DP WEATHERPROOF OUTDOOR SWITCHED SOCKET. RS
PRO White 2 Gang Plug Socket, 2 Poles, 13A, Type G - British, Indoor Use. Cat 6 data
supply via BG Nexus 2 Gang RJ45 CAT5E Data Socket. Including media wall.

Alarm Systems: Fire alarm FP 200 linking with existing system, 3 smoke detectors and one
break glass to be installed. Intruder alarm system can be local to the building or
Integrated into the main building global system.

CCTV Systems: SWANN SWDVK-846804-EU 1TB 8-CHANNEL 1080P CCTV KIT & 4 INDOOR &
OUTDOOR CAMERAS (907JT), with smart device monitoring.

Heating Systems: Varme Electric Underfloor Heating Carbon Film Kit 130w throughout
the main room and office. MYLEK Electric Panel Heater with 24/7 Timer and Thermostat
IP24 Rated bathroom heater.

All monitoring and controls for Electrical, lighting, heating, CCTV and data will be
organised and managed from the utilities cabinet in the office space.
PLUMBING & MECHANICAL

All plumbing & mechanical appliances, components and consumables are sourced
supplied and installed by Ecolution Hubs. We undertake all aspects of the plumbing and
mechanical installation with our in house team of fully qualified electricians. All plumb-
ing work is carried out by one of our nominated partners

MAIN COMPONENTS: 2 X ARISTON ANDRIS LUX OVER SINK WATER HEATER 3KW 15LTR.
Milton Doc M Pack - Accessible Bathroom Toilet, Basin + Blue Grab Rails. Cooke & Lewis
Sagan Polished Inox Stainless steel 1 Bowl Sink & drainer. DUAL-LEVER MONO MIXER
KITCHEN TAP CHROME

CONTRACT SUM

All items, installation and services listed are in whole part of the contract sum including
deliveries, welfare and waste disposal.

DESIGN / WORKMANSHIP FULFILMENT

The works will be constructed in accordance with the relevant approved design
drawings and specification which will be prepared by Ecolution Hubs.. Structural
Engineers and employed by ourselves as part of the Design and Build contract.

EXCLUSIONS

Planning Applications and associated costs. Building Regulation, applications, fees and
individual calculations. Surveys of the existing site and services, these include; Topo-
graphical, Ground Investigation, Existing services, Existing drains, Trees. Road closures,
temporary roadways, site security fencing. Drainage surveys, connections and testing.
Services, and service connections, if services are not available additional fees will be
raised to cover the cost of additional site visit and testing.

IMPORTANT CONSIDERATIONS

All quotations and budgets are based wholly and solely in accordance with clients
brief, be it verbal or email adhering to design criteria and specifications agreed. All
agreements subject to site visits and or site surveys.

Due to the current volatility of the market place, material costs are subject to monthly
increases from all suppliers. These increases mainly effect insulation, plasterboard and
timber. The percentage of the cost increase is unknown until we receive notification
from our suppliers for the following month. Unfortunately, we may have to increase our
costs monthly to allow for these material cost increases. As all quotations are current.
This quotation is open for acceptance for 60 days, however, if this period expires, the
key material components may increase in cost.
CONSTRUCTION BUDGET

Labour: £60,000.00

Services: £10,000.00 (pending investigations surrounding mains pressure)

Scope: 1 Ground work/Foundations

Plant/Disposal £5,500.00
Site Preparation/Excavation £5,000.00
Foundations/Ground screws £5,000.00

Scope: 2 Structural Erection/M&E

Building £22,000.00
M&E £10,000.00

Scope: 3 Interior/Exterior finish

Interior final fix £7,000.00
Exterior final fix £10,000.00
CONTENTS
Clause Clause Heading
1 Interpretation
2 Basis of contract
3 Specification and acceptance
4 Project management
5 Goods
6 Delivery of Goods
7 Title and risk
8 Supply of Services
9 Customer's obligations
10 Warranties
11 Charges and payment
12 Intellectual property rights
13 Data protection
14 Confidentiality
15 Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE.
16 Termination
17 Consequences of termination
18 Force majeure
19 Construction (Design and Management) Regulations 2015 and health and
safety legislation
20 General
The Customer's attention is particularly drawn to the provisions of clause 15 (Limitation of
liability).
1. interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1
Definitions:
“Acceptance” acceptance or deemed acceptance of the Specification by the
Customer pursuant to clause 3.2.
“Buildings” The buildings to be constructed and installed under the Contract, as set
out in the Quotation and any Specification.
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business. clause 2.3.
“Commencement Date: has the meaning
given in”
“Conditions” these terms and conditions as amended from time to time in accordance
with clause 20.9.
“Contract” the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions.
“Contro”l has the meaning given in section 1124 of the Corporation Tax Act 2010,
and the expression change of control shall be construed accordingly.
"controller, processor, data subject, each has the meaning given in the Data Protection Legislation.
personal data, personal data breach,
processing and appropriate technical
measures"
"Customer" the person or firm who purchases the Goods and/or Services from the
Supplier, as set out in the Quotation.
"Data Protection Legislation" all applicable data protection and privacy legislation in force from time to
time in the UK including the General Data Protection Regulation ((EU)
2016/679); the Data Protection Act 2018; the Privacy and Electronic
Communications Directive (2002/58/EC) (as updated by Directive
2009/136/EC) and the Privacy and Electronic Communications
 "Deliverables" Regulations 2003 (S/ 2003/2426) as amended.
any designs, drawings, plans, specifications, and/or other documents or
information relating to the Goods and Services, produced by the Supplier
for the Customer.
"Delivery Location" has the meaning given in clause 6.3.
"Due Date" means, in respect of an invoice, the date of that invoice.
"Final Date" Has the meaning given to it in clause 11.9.1.
"Force Majeure Event" has the meaning given to it in clause 18.
"Goods" the Buildings and Materials (or any part of them).
"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring
and related rights, moral rights, trade marks and service marks, business
names and domain names, rights in get-up and trade dress, goodwill and
the right to sue for passing off or unfair competition, rights in designs;
rights in computer software, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade
secrets), and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in any part of the world.
"Materials" The materials supplied by the Supplier for use in the construction of the
Buildings, as set out in the Quotation and any Specification.
"Order" the Customer's written acceptance of the Supplier's Quotation.
"Quotation" the document detailing the description or outline specification for the
Goods and Services, including any assumptions or exclusions and the
associated costs, as provided in writing by the Supplier to the Customer.
"Services" the design and provision of the Specification; the erection and installation
of the Buildings; and any additional services, including any Deliverables,
supplied by the Supplier to the Customer, each as set out in the Quotation.
"Site" the location where the Buildings are to be erected and installed.
"Specification" the detailed specification for the Goods, including any relevant plans or
drawings, that is agreed in writing by the Customer and the Supplier.
"Supplier" Ecolution Hubs, a company registered in England and Wales
with company number 14152899 and its registered address at
10 Oglesby Buisness Centre, Hackers Lane, East Bridgford,
Nottinghamshire, United Kingdom, NG13 8PU
"Supplier Materials" has the meaning given in clause 9.1.9.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a
statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding
those terms.
1.6 A reference to writing or written includes email.
1.7 A reference to possession of the Site shall mean a licence to occupy on an exclusive basis, but shall not be
deemed to grant an interest in land.
2. Basis of contract
2.1 Following an enquiry by the Customer, the Supplier shall provide a Quotation for the Customer's consideration.
2.2 The Order constitutes an offer by the Customer to purchase Goods and/or Services as set out in the Quotation in
accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, such
as a confirmation or acknowledgement email, at which point and on which date the Contract shall come into
existence (Commencement Date).
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods
or illustrations or descriptions of the Services contained in the same are issued or published for the sole purpose of
giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract
or have any contractual force, save to the extent they are reproduced in the Quotation and/or the Specification.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 days from its
date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or
the other is specified.
3. Specification and acceptance
3.1 Following the Commencement Date, the Supplier shall undertake the design and development of the Specification
in accordance with the Quotation. The parties shall use reasonable endeavours to agree the Specification.
3.2 The Customer acknowledges that it is the Customer's sole responsibility to determine that the Goods and
Specification are suitable for its needs.
3.3 Acceptance of the Specification shall occur when the Customer notifies its agreement in writing to the Supplier, or
if sooner, instructs the Supplier to progress with the installation of the Buildings
3.4 If any failure or delay in reaching Acceptance results from an act or omission of the Customer, or by one of the
Customer's sub-contractors or agents for whom the Supplier has no responsibility, the Supplier shall not be liable for
any default under this Contract caused by such failure or delay, and the Customer shall pay the Supplier in full for
any additional expenses, services and goods incurred as a result, at the Supplier's then current fees and prices.
3.5 The Supplier reserves the right to amend the Quotation and/or the Specification if required by any applicable
statutory or regulatory requirement, and in such circumstances the Supplier shall notify the Customer and discuss
with the Customer if it can minimise the impact of such changes on the Quotation and/or Specification.
3.6 The Supplier reserves the right to substitute any Materials stated in the Quotation and/or Specification for any
equivalent or substantially similar materials as may reasonably be required, such as due to issues with procurement.
in such circumstances the Supplier shall notify the Customer and discuss with the Customer if it can minimise the
impact of such changes on the Quotation and/or Specification.
4. Project management
4.1 At the start of the Contract, the parties shall agree a list of relevant roles and contact details for the efficient
management of the Contract (a "Project Directory").
4.2 Included in the Project Directory shall be at least one person for each party who can act as a project liaison and
Who shall be identified as having the necessary expertise and authority to commit the relevant party to decisions
under the Contract.
5. Goods
5.1 The Goods are described in the Supplier's applicable Quotation and/or Specification.
5.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer,
the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any
direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs
(calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the
Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of
a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification.
This clause 5.2 shall survive termination of the Contract.
6. Delivery of Goods
6.1 Where the Customer and the Supplier have agreed that the Supplier shall for any period have possession of the
Site for the purposes of providing the Services, delivery of any Goods during that period shall nonetheless be
deemed to have occurred on the date that the Supplier delivers such Goods to the Site, and the remaining provisions
of this clause 6 shall be interpreted accordingly save that clause 6.2 shall not apply.
6.2 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows all
relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number
of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by
instalments, the outstanding balance of Goods remaining to be delivered; and
6.3 The Supplier shall deliver the Goods to the Site or such other location as the parties may agree (Delivery
Location) at any time after the Supplier notifies the Customer that the Goods are ready.
6.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
6.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the
Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
6.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the
Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the
price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery
instructions for the Goods or any relevant instruction related to the supply of the Goods.
6.7 If the Customer fails to take or allow delivery of the Goods within five Business Days of the Supplier notifying the
Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force
Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
6.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following
the day on which the Supplier notified the Customer that the Goods were ready; and
6.7.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and
expenses (including insurance).
6.8 If, by the relevant programme or delivery date for the Goods as set in the Quotation or Specification, the Customer
has not taken or allowed delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods
and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of
the Goods.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of the Services.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared
funds) for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable
as the Supplier's property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the
Supplier's behalf from the date of delivery;
7.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 16.1.2 to clause
16.1.4; and
7.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time,
save that:
1) Where the Customer and the Supplier have agreed that the Supplier shall for any period have possession of
the Site for the purposes of providing the Services, the Customer's obligations under this clause 7.3 shall be deemed
for such period provided that the Customer does not interfere with the Goods while they are on Site; and
2) the incorporation of any Goods into the Buildings in accordance with the Specification shall not cause the
Customer to be in breach of this clause 7.3.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not
otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before
that time:
7.4.1 it does so as principal and not as the Supplier's agent; and
7.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by
the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in
clause 16.1.2 to clause 16.1.4, then, without limiting any other right or remedy the Supplier may have:
7.5.1 the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately;
and
7.5.2 the Supplier may at any time:
a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably
incorporated into another product; and
b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where
the Goods are stored in order to recover them.
8. Supply of Services
8.1 The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.
8.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the
Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the
Services.
8.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or
regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the
Supplier shall notify the Customer in any such event.
9. Customer's obligations
9.1 The Customer shall:
9.1.1 ensure that the terms of the Order, and any information it provides in relation to the Quotation and
Specification are complete and accurate;
9.1.2 co-operate with the Supplier in all matters relating to the Services;
9.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's
premises, office accommodation and other facilities, and in particular the Site, as reasonably required by the Supplier
to provide the Services;
9.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to
supply the Services, and ensure that such information is complete and accurate in all material respects;
9.1.5 prepare the Customer's premises, including the Site, for the supply of the Services, including:
a) protecting and/or removing any equipment, fixtures or fittings in close proximity to the Site;
b) notifying the Supplier of any fragile or vulnerable structures remaining in close proximity to the Site so that
appropriate assessments can be made; and
c) ensuring there are no existing defects at the Site, such as structural instability, subsidence, inadequate
drainage/susceptibility to flooding, or other environmental factors which may make the Site unsuitable for the
Buildings;
9.1.6 provide the Supplier, without charge, with access to all necessary service and utility connections;
9.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for the Services
before the date on which the Services are to start;
9.1.8 comply with all applicable laws, including health and safety laws;
9.1.9 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the
Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned
to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written
instructions or authorisation;
9.1.10 comply with any additional obligations as set out in the Specification;
9.1.11 where it has been agreed with the Supplier that the Supplier shall have possession of the Site for any period
of time, allow the Supplier such possession without interference; and
9.1.12 confirm in writing acceptance of the Supplier's design drawings by the required date stated by the Supplier.
The Customer acknowledges that any failure to do so will result in delays to the performance of the Services and will
constitute a Customer Default as defined in clause 9.2 below.
9.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or
omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default)
9.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend
performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default
to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or
delays the supplier's performance of any of its obligations;
9.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or
indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 9.2; and
9.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by
the Supplier arising directly or indirectly from the Customer Default.
10. Warranties
10.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period),
the Goods shall:
10.1.1 conform in all material respects with their description and the Specification;
10.1.2 be free from material defects in design, material and workmanship; and
10.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
10.2 Subject to clause 10.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price
of the defective Goods in full if:
10.2.1 the Customer gives notice in writing during the warranty period and within a reasonable time of discovery that
some or all of the Goods do not comply with the warranty set out in clause 10.1; and
10.2.2 the Supplier is given a reasonable opportunity of examining such Goods.
10.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 10.1 if:
10.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 10.2,
unless otherwise agreed in writing with the Supplier;
10.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
10.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the
Customer;
10.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
10.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
or 10.3.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply
with applicable statutory or regulatory standards.
10.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 10.1 to the extent that
such failure results from any element of the Goods that are manufactured by third parties, and the Supplier give no
warranty in respect of such elements of the Goods save that the Supplier shall use reasonable endeavours to
procure reasonable warranties from such third parties and shall pass on the benefit of such warranties to th
Customer.
10.5 Except as provided in this clause 10, the Supplier shall have no liability to the Customer in respect of the Goods'
failure to comply with the warranty set out in clause 10.
10.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
10.7 The Supplier warrants to the Customer that the Services will be provided:
10.7.1 using reasonable care and skill;
10.7.1 in a proper and workmanlike manner; and
10.7.3 in compliance with:
a) all statutes, statutory instruments, regulations, rules and orders made under any statute or directive having
the force of law which affect the Buildings or performance of any obligations under this Contract, and
b) any regulation, bye-law, permission or approval of any local authority or statutory undertaker having
jurisdiction in relation to the Services or with whose systems the Buildings are, or are to be, connected.
11. Charges and payment
11.1 The price for Goods:
11.1.1 shall be the price set out in the Quotation or, if no price is quoted, the price set out in the Supplier's published
price list as at the date of delivery; and
11.1.2 shall be exclusive of all costs and charges of any regulatory permits, applications, or fees, which if incurred
by the Supplier shall be invoiced to the Customer.
11.2 The charges for Services shall be calculated on a time and materials basis:
11.2.1 the charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in its current price
list at the date of the Contract and/or as stated in the Quotation;
1122 the Supplier's daily fee rates for each individual person are calculated on the basis of a ten-hour day from
8.00 am to 6.00 pm worked on Business Days;
11.2.3. the Supplier shall be entitled to charge an overtime rate of 150% of the daily fee rate on a pro-rata basis for
each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in
clause 11.2.2; and
11.2.4 the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals
whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence
and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for
the performance of the Services, and for the cost of any materials.
11.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time
before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
11.3.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and
duties, and increases in labour, materials and other manufacturing costs);
11.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the
Goods Specification; or
11.3.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to
give the Supplier adequate or accurate information or instructions in respect of the Goods.
11.4 The Supplier shall invoice the Customer:
11.4.1 25% of the gross value of the Goods and Services following the reciept of the order; and
11.4.2 65% of the gross value of the Goods and Services following the installation on site and;
11.4.3 the balance in respect of the Goods and Services at the time of completion of the Services. A payment
certificate will be required for Practical Completion to take place.
11.5 Each invoice shall contain a notice stating the amount that the Supplier considers to be payable, in accordance
with clause 11.4, at the relevant Due Date and which shows a breakdown demonstrating the basis on which that
amount is calculated.
11.6 No later than five days after the Due Date of an invoice, the Customer shall provide the Supplier with a notice
stating the amount that the Customer considers to be payable, in accordance with clause 11.4, at the relevant Due
Date and which shows a breakdown demonstrating the basis on which that amount is calculated (a "Payment
Notice").
11.6.1 In the event that the Customer fails to provide a Payment Notice in accordance with this clause 11.6, an
invoice provided by the Supplier in accordance with clause 11.5 shall be deemed to constitute a default Payment
Notice.
11.7 Where the Customer disputes the amount stated on an invoice, it may provide the Supplier with a notice stating
the different amount that the Customer considers to be payable at the date of such notice (a "Pay Less Notice ).
A Pay Less Notice must:
11.7.1 show a breakdown demonstrating the basis on which the amount stated within the notice is calculated;
11.7.2 be given to the Supplier after any Payment Notice or default Payment Notice given under clause 11.6; and
11.7.3 be given to the Supplier within 14 days of the Due Date for that invoice.
11.8 In respect of any invoice, the "Undisputed Sum" shall be the amount stated in:
11.8.1 that invoice; or
11.8.2 if less, the lower of the amount stated in a valid Payment Notice or Pay Less Notice provided by the
Customer in accordance with this clause 11:and any difference between the amount stated in the invoice and the
Undisputed Sum shall be a Disputed Sum". The parties may refer the resolution of any Disputed Sum for
adjudication in accordance with
clause 20.10.
11.9 In respect of each invoice, the Customer shall pay the Undisputed Sum to the Supplier:
11.9.1 on or before the date falling 7 days after the date of the invoice (the "Final Date"); and
11.9.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for such payment shall be of the essence of the Contract.
11.10 Where, following adjudication in accordance with clause 20.10, any Disputed Sum (or any part thereof) is held to
be payable, the Customer shall pay such amount to the Supplier:
11.10.1 not later than (i) seven days from the date of the adjudicator's decision; or (il) the relevant Final Date,
whichever is the later; and
11.10.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for such payment shall be of the essence of the Contract.
11.11 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax
chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the
Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier
such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same
time as payment is due for the supply of the Services or Goods.
11.12 If the Customer fails to make a payment due to the Supplier under the Contract by the Final Date (or if later, an
applicable date in accordance with clause 11.10.1), then, without limiting the Supplier's remedies under clause 16,
the Customer shall pay interest on the overdue sum from the Final Date until payment of the overdue sum, whether
before or after judgment. Interest under this clause 11.12 will accrue each day at 4% a year above the Bank of
England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11.13 Save as permitted under this clause 11, all amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual
Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
12.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up,
worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials
provided by the Customer) for the purpose of receiving and using the Services and the Goods in its business.
12.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.
12.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and
modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of
providing the Services to the Customer.
13. Data protection
13.1 This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the
Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, neither party intends to process
any personal data provided by the other party save as necessary for its core business purposes in connection with its
rights and obligations under this Contract. Where any personal data is so processed, each party shall act as a controller.
13.3 Without prejudice to the generality of clause 13.2, each party will comply with all applicable requirements of the
Data Protection Legislation in respect of any personal data processed under or in connection with this Contract, and
in particular shall:
13.3.1 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised
or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data,
appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction
or damage and the nature of the data to be protected, having regard to the state of technological development and
the cost of implementing any measures;
13.3.2 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal
data confidential; and
13.3.3 not transfer any personal data outside of the European Economic Area unless appropriate safeguards are in
place in relation to the transfer; and
13.3.4 assist the other party, at the other party's cost, in responding to any request from a data subject and in ensuring
compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications,
impact assessments and consultations with supervisory authorities or regulators.
13.4 Where either party uses any third-party processor of personal data under the Contract, that party hereby confirms
and undertakes that it has entered or (as the case may be) will enter with the third-party processor into a written
agreement which reflects and will continue to reflect the requirements of the Data Protection Legislation. As between
the Customer and the Supplier, the parties shall remain fully liable for all acts or omissions of any third party
processor appointed pursuant to this clause 13.
14. Confidentiality
14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning
the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party's confidential information:
14.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for
the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees,
officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information
comply with this clause 14; and
142.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party shall use the other party's confidential information for any purpose other than to perform its
obligations under the Contract.
15. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
15.1 The restrictions on liability in this clause 15 apply to every liability arising under or in connection with the Contract
including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
15.2.1 death or personal injury caused by negligence;
15.2.2 fraud or fraudulent misrepresentation; and
15.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods
and Services Act 1982 (title and quiet possession).
15.3 Subject to clause 15.2, the Supplier's total liability under this Contract shall not exceed an amount equal to 120%
of the total charges paid by the Customer in respect of the Goods and Services.
15.4 Subject to clause 15.2, the Supplier shall not be liable for any of the following types of loss:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and
g) indirect or consequential loss.
15.5 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in
clause 7 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods
Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from the Contract.
15.6 This clause 15 shall survive termination of the Contract.
16. termination
16.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate
effect by giving written notice to the other party if:
16.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is
remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
16.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation
or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver
appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction,
in connection with any analogous procedure in the relevant jurisdiction;
16.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business; or
16.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the
other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
16.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if:
(a) the other Party commits a material breach of any term of the Contract which breach is irremediable or
(if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in
writing to do so;
(b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any
composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed
to any of its assets or ceasing to carry on business; or
(c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial
part of its business
17. consequences of termination
17.1 On termination of the Contract, the Supplier shall immediately deliver to the Customer all Deliverables whether
or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the
Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely
responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
17.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at
termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.
17.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after
18. force majeure
termination or expiry of the Contract shall remain in full force and effect. Neither party shall be in breach of the Contract
nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events,
circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 2months,
the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
19. Construction (Design and Management) Regulations 2015 and health and safety legislation
TBC
18. general
TBC