1. In these conditions HWC shall mean Hazlemere Window Co. Ltd.
The rights and remedies provided for in this agreement and by these conditions shall be construed as being cumulative and no one of them shall be deemed exclusive of the others or of any rights or remedies allowed by law. No waiver by HWC of any failure by the employer/contractor shall be deemed to be a waiver of a preceding or succeeding breach of warranty or condition deemed a continuing waiver. The validity or unenforceability of any one condition of this agreement or part thereof shall not affect the validity or enforceability of any other condition or part.
2. HWC shall not be deemed to have knowledge of the terms and conditions of any other contract except where expressly agreed in writing. In all other cases these terms and conditions take precedence.
3. The usual lead in time for procuring manufactured fenestration and door units is between 6 and 8 weeks from receipt of order. In the case of special bespoke items and certain coloured anodised aluminium units this period can be longer and allowance must be made by the employer/contractor for these factors.
4. Installation of fenestration and associated ironmongery and fittings will wherever reasonably possible be carried out in accordance with the employer’s/contractor’s programme. Any obligation as to time shall however be binding in honour only’ save where expressly agreed.
5. All work quoted for by HWC Has been priced on the basis of being able to perform the works in an uninterrupted and continuous operation. In the event that our operations are suspended or interfered with due to the requirements and works of other contractors for whom HWC are not responsible then HWC reserves the right to charge for return visits to compensate for such uneconomic working. In such event HWC’s additional costs will be priced on a fair and reasonable basis save where a cost is agreed to meet such event.
6. HWC shall exercise its reasonable endeavours to promptly comply with all written instructions and directions issued by the employer/contractor.
7. HWC may employ others under its control and supervision to execute any work which may be necessary to give effect to such instruction or direction of the employer/contractor and any additional cost incurred by HWC in carrying out any varied works shall be recoverable from. the employer/contractor on a fair and reasonable basis where no pre agreed price has been reached for that work.
8. Save where expressly agreed in writing to the contrary the employer/contractor shall be responsible for obtaining all necessary consents and statutory approvals for the works at such time and in such period as will suit HWC’s indicative programme.
9. HWC may Stop or curtail its operations on site at any time if it considers it is being requested to perform its works in conditions dangerous or injurious to the health and safety of its men. Any loss, damage or expense arising directly therefrom shall be recoverable as a debt by HWC from the contractor/employer as relevant.
10. On it becoming reasonably apparent that the Works or a part thereof have been or are likely to be delayed HWC shall inform the employer/contractor in writing specifying and substantiating the cause and likely effect of that delay so that the employer/contractor can take steps to recoordinate or plan its works to mitigate disruption or delay. Where HWC have agreed to perform their works to a specified programme, but not otherwise, the employer/contractor shall by written notice to HWC extend any period or periods which may previously have been specified for execution of the subcontract works by such period as is fair and reasonable.
11. HWC shall ensure that all labour employed on the works is retained in accordance with the Working Rule Agreement and the Working Time Regulations, where applicable. In the case of labour only subcontractors HWC maintains the right to deduct the relevant levy percentage in respect of meeting any Construction Industry Training Board obligations from any payment otherwise due. Subcontractors to HWC shall maintain all proper records and allow HWC to inspect the same. All subcontractors to HWC must produce a relevant bona fide CIS card before any payment can be released in accordance with the Construction Industry Scheme.
12. Where HWC are required to carry out works in properties which are in occupation the employer/contractor will be responsible for all necessary notification and liaison with occupiers to avoid or minimise disruption to the work HWC is to perform.
13. All prices for labour, materials and plant quoted for by HWC will remain firm for a period of six months from quotation and thereafter be subject to fluctuations in the cost of the said resources.
14. Should the employer/contractor suffer a petition of bankruptcy be presented, make or enter into any voluntary arrangement with its creditors, or being a company enter into liquidation whether voluntarily or compulsorily (except for the purposes of reconstruction) or suffer execution to be levied on its property, then HWC may without prejudice to its other rights forthwith determine its employment under this contract.
15. In the event of HWC’s employment being determined as aforesaid the employer/contractor shall be liable for the value of the work properly executed at the date of such termination together with loss of profit on the work that was to be executed but for that determination.
16. Payment shall be due and where relevant certified to HWC at the intervals agreed between the parties and in default payable on a four weekly basis. The final date for payment shall be 21 days from the date payment is certified to the contractor under the main contract in respect of work incorporating that of HWC’s and in all other cases 21 days from the date of HWC’s application for payment.
Retention monies where relevant shall fall to be released to HWC when certified for release under the main contract and in all other cases upon substantial completion of the works. No! later than five days after the due date of an interim payment to HWC the contractor shall give written notice in respect of the amount stated as due in that payment advice specifying the amount of the payment, to what it relates and the basis on which it is calculated including any details of sums deducted or withheld.
17. HWC shall not assign this contract without the employer’s/contractor’s express written agreement.
18. HWC shall regularly remove from site all of its own rubbish and surplus materials occasioned by its operations and maintain a clean and safe site.
19. HWC shall only be responsible for protecting its works during the currency of its operations. Should protection be required until handover of the main works a separate agreement must be reached with HWC and confirmed in writing.
20. For the avoidance of doubt nothing in this agreement shall confer on any third party any benefit or right to enforce any term of this agreement.
21. In the event of any dispute or difference arising between the parties under or in connection with this contract either party may require that the matter in dispute be referred to arbitration before a person to be agreed between the parties within 14 days or failing agreement by person appointed by the President or Vice President for the time being of the Royal institution of Chartered Surveyors. Any such arbitration shall not be substantively embarked upon until the parties have at least explored the possibility of compromising their differences through the process of Alternative Dispute Resolution. Should however HWC be party to a dispute under the main contract before such a dispute is crystallized under this contract then HWC may require any such dispute under this contract to be consolidated with such dispute under the main contract pursuant to section 35 of the Arbitration Act 1996.
22. The parties agree that in the event of exercising a right to adjudicate a dispute arising under or in connection with this contract at any time they shall do so by reference to the TeCSA Adjudication Rules which expression shall mean the most recent edition at the date of the written notice requiring adjudication.
23. In the event of HWC being requested to give a collateral warranty to an owner tenant or purchaser HWC shall provide a warranty only on such terms satisfactory to its insurers and lawyers and in any event an additional charge will be made if such a request is made post contractually.
24. The copyright in any drawings produced by whatever media and any other design work carried out by them for the execution of its work and arising under this contract shall be the property of HWC unless otherwise agreed in writing.
25. All prices quoted are exclusive of value added tax. Where applicable value added tax shall be added to the price at prevailing rates.
26. Unless otherwise specified frames and other sections supplied by us are comprised of extruded aluminium to BS 1474; 1987 Specification 6063T6, Thermal insulation between exterior and interior components is achieved using a high strength two part polyurethane resin barrier. Outer frames incorporate closed cell foam insulation material. Commercial doors and screens fabricated from 100 mm by 45 mm have no thermal barriers. Aluminium sections unless specified to the contrary will be white polyester powder coated to BS 6496: 1984 (within top and bottom limits). We reserve the right to modify and enhance our materials from time to time to reflect the stale of the art in our industry.
27. English law governs this agreement. You are deemed to consent to the ultimate exclusive jurisdiction of the English courts for the purpose of enforcing any claim arising either under or in connection with this agreement except to the extent that HWC invoke the jurisdiction of any other country.