Client Terms & Conditions
1. THE QUOTATION
1.1. Arken Construction shall provide to the Client a proposal for the services to be provided (“the Quotation”) which shall set out:
a) The services which Arken Construction will undertake for the Client.
b) The date or time period within which the service will be performed.
c) The prices which the Client shall be charged for the performance of the services including:
i. Any fees which Arken Construction shall charge.
ii. Any disbursements or expenses which Arken Construction will require the Client to meet (including but not limited to the prices of materials).
iii. Any VAT or tax element which will be payable by the Client.
1.2. The Quotation shall be attached to these terms and conditions as a schedule and where a contract is entered into between Arken Construction and the Client, the Client will be deemed to have accepted the content of the Quotation in full.
2.1. The contract price is set out in the Quotation, which includes details of the charges which Arken Construction will make for labour, materials and plant as well as any taxes or additional costs or expenses or disbursements which Arken Construction may charge to the Client.
2.2. The intervals at which Arken Construction may invoice the Client in respect of the whole or an instalment of the contract price are set out in the Quotation.
2.3. Notwithstanding 2.1 and 2.2 above, Arken Construction may vary the contract price from the amount set out in the Quotation where he has provided services which are different or in addition to those set out in the Quotation either at the specific request of the Client or because he has been required to complete additional work which was not anticipated at the time the Quotation was made, or because of market fluctuations in the price of materials.
2.4. The Client agrees:
a) Not to withhold any sums due to Arken Construction.
b) To settle all invoices raised by Arken Construction within 7 days.
c) To pay to Arken Construction such costs and expenses as he may incur in recovering payment from the Client where the Client fails to make payment in accordance with these terms and conditions.
The Client may cancel this contract within 7 calendar days of signing this agreement (or within whatever extended period Arken Construction may specify in the Quotation) and shall be entitled to a full refund of any monies paid to Arken Construction, less an amount representing any reasonable administration costs which Arken Construction has incurred. Any cancellation outside this period will not entitle the Client to a refund of any monies paid.
4. CLIENT’S OBLIGATIONS
4.1. The Client shall be responsible for the correctness of all measurements for products or materials which he gives to Arken Construction. Where these measurements are not correct and accordingly materials or products which are ordered or provided by Arken Construction are the wrong size, the Client shall bear the expense of rectifying this.
4.2. The Client shall co-operate with Arken Construction as may be necessary to facilitate this agreement, including but not limited to:
a) Permitting Arken Construction access to the property or location in which the services are to be supplied (“the Site”) and assuring that such access is appropriate and adequate.b) Where the Site is indoors, ensuring that there is adequate ventilation.c) Providing for Arken Construction such facilities as may be necessary in order to allow him to complete the services.
d) Following Arken Construction’s reasonable instructions relating to safety and the state of work which has recently been completed by Arken Construction or is in the process of being completed or to the state of the site in general, including directions and restrictions on appropriate usage, care and maintenance.
19.3. Unless the Quotation specifies otherwise, the Client will be responsible for any cleaning and redecorating which is necessary to the Site after Arken Construction has completed the agreed services (with the exception of the removal of waste materials or building rubble, which shall be the responsibility of Arken Construction as set out in 4.4, below).
4.4. Where Arken Construction stores or keeps any materials or equipment on Site, the Client shall be responsible for the security and safety of such and shall account to Arken Construction for any loss or damage.
4.5. The Client shall be responsible for any permissions, licences or consents which are necessary in order for the services to be provided. The Client warrants that he has applied for and obtained all such necessary permissions, licence or consents prior to contracting Arken Construction.
5. PROPERTY RIGHTS AND ASSUMPTION OF RISK
5.1. Any property rights, title or ownership in any property or materials which are used by Arken Construction in providing or delivering the service shall remain with Arken Construction until the Client has made payment in full in accordance with these Terms and Conditions.
5.2. Risk in and responsibility for any products or materials which are used in the supply, performance or delivery of the services shall pass from Arken Construction to the consumer:
a) Where Arken Construction is responsible for delivering the products or materials to the Client, upon delivery; or
b) Where Arken Construction is not responsible for delivery, at the moment the products or materials leave Arken Construction’s storage premises.
6. THE GUARANTEE
6.1. Arken Construction provides to the Client, in addition to any statutory rights which the Client may have, a guarantee that the services provided under this contract shall be free from defective or flawed materials or workmanship for a period of one year from the completion of the services, notwithstanding that this guarantee shall not apply to:
a) Defects or flaws which are as a result of any misuse, failure to adequately and properly maintain, neglect or failure to follow instructions or recommendations on the part of the Client.
b) Any defect or flaw which is caused by mechanical or chemical damage (which is not in itself a result of some defect in the workmanship or materials) and which arises after risk in the property has passed to the Client.
6.2. Arken Construction, at his sole discretion, determine the manner in which he will satisfy this guarantee, whether by repairing, re-performing or replacing the services or by refunding to the Client all or part of the monies which have been paid.
Terms & Conditions of Purchase
1.1. Arken Construction means James Armstrong Construction Limited.
1.2. Seller means the supplier, or its agent or sub-contractor.
1.3. Purchase Order means the order placed by Arken Construction for the supply of the goods or services.
1.4. Goods means the goods or services specified in the Purchase Order.
1.5. Agreement means any contract for the purchase of the Goods or services by Arken Construction from the Seller and shall include the Purchase Order and these Terms & Conditions
1.6 Buyer refers to Arken Construction
2.1. These Terms & Conditions shall apply to every Agreement entered into by Arken Construction. If there is any inconsistency between these Terms & Conditions and any conditions which the Supplier seeks to impose, these conditions will prevail.
2.2. The Purchase Order may only be amended in writing.
2.3. Where applicable, all goods must be supplied in accordance with the relevant contract specification for the goods.
2.4. All goods must be supplied with relevant and current certification to comply with legislation and regulations
3. DELIVERY OF GOODS.
3.1. The Goods shall be delivered by the Seller at the time and delivery point specified in the Purchase Order or as Arken Construction directs. In the event that the Seller shall fail to deliver any goods or perform any services on time, Seller shall reimburse Buyer upon demand for any and all loss, cost, damage, and expense which Buyer shall sustain as a result or in consequence of such
3.2. In addition, failure to make deliveries in accordance with schedules will be proper cause, at Buyer's option, for cancellation of this order.
3.3. If in order to comply with Buyer's required delivery date it becomes necessary for Seller to deliver by a more expensive way than specified herein, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such costs has been caused by Buyer.
3.4. Seller shall notify the Buyer promptly of any delays or threatened delays in the performance of this order. No acceptance of goods or services after the scheduled delivery date will waive Buyer's rights with respect to such late delivery nor shall it be deemed a waiver of future compliance with the terms hereof.
3.5. The rates included on the Purchase Order allow for carriage to site where necessary, unless specifically noted on this Purchase Order.
3.6. The Seller shall be responsible for all expenses incurred in delivering any incorrectly delivered Goods to the correct delivery point and/ or in returning any such incorrectly delivered Goods or amounts in excess of the quantity specified on the Purchase Order.
3.7. The Seller shall be responsible for insuring the Goods against any loss or damage incurred in transport howsoever caused.
3.8. All delivery notes and invoices must include the Purchase Order number relevant to the Goods being supplied.
3.9. All delivery notes must be signed by a designated Arken Construction signatory.
3.10. Delivery notes must show exactly the same level of detail as noted on the Purchase Order. For the avoidance of doubt shipment notes / despatch notes signed to acknowledge delivery of shipment are not deemed to be an acceptance of the quantity or contents of the package.
4. INSPECTION AND TESTING.
4.1. Before despatching the Goods, the Seller shall carefully inspect and test them for compliance with the Agreement and all relevant statutory and regulatory requirements.
4.2. If, in the reasonable opinion of Arken Construction, there should be a requirement to undertake further inspections and / or tests in excess of those described in clause 4.1 above, then Arken Construction shall inform the Supplier of this fact and the reasons for it and the Seller shall be responsible for all the reasonable costs incurred in carrying out the extra inspections and tests.
5. ENTRY TO SITE
5.1. Sellers shall issue information to site by email, or telephone at least 24 hours prior to each delivery:
5.1.1. Approximate Time of Delivery
5.2. Failure to complete the above request may result in non-entry or delays to unloading which Arken Construction cannot be held responsible.
5.3. All visitors (including delivery drivers) attending projects must provide their own Personal Protective Equipment and be aware of the site safety rules and regulations. No responsibility will be accepted by Arken Construction for the visitor’s failure to do so.
6. PASSING OF TITLE AND RISK.
Title to and risk in the Goods shall pass to Arken Construction on delivery
7.1. If the Seller defaults in any of its obligations under the Agreement, becomes insolvent, or if a receiver or administrator or similar officer is appointed over any of its property, or if an order is made or resolution passed for winding up the Seller or if proceedings are instituted against it in bankruptcy, Arken Construction shall be entitled at its discretion, without prejudice to any other remedy, to immediately suspend the performance of or terminate the Agreement and in the event of termination to keep or take possession of any Goods or of any items belonging to Arken Construction and to enter any premises of the Seller for that purpose.
7.2. If Arken Construction incurs any costs directly as a result of 7.1 then these costs shall be offset from any balance due to the Seller.
7.3. If any Goods do not conform to the Agreement on any grounds at all including, without limitation, by reason of quality or being unfit for the purpose for which they are required Arken Construction shall be entitled at its discretion, without prejudice to any other remedy, to exercise any one or more of the following rights:
7.3.1. Reject the Goods in whole or part.
7.3.2. Permit the Supplier at the Seller’s expense to replace, repair or reinstate the Goods so that they conform to the Agreement.
7.3.3. Carry out or have carried out at the Seller's expense such work as necessary to enable the Goods to conform to the Agreement.
7.4. If Arken Construction rejects any Goods, the Seller shall return all payments already made for the rejected Goods. No compensation shall be payable to the Seller on termination or rejection.
7.5. No failure or delay on the part of Arken Construction to exercise any of its rights in respect of any default under the Agreement by the Seller shall prejudice its rights in connection with the same or any subsequent default.
8.1. The price of the Goods shall remain fixed for the duration of the works unless otherwise noted in this Purchase Order, subject to the following clauses:
8.2. Should prices in the Purchase Order differ in any way from agreed quoted prices due to administrative errors then the prices will revert to the original rates noted and agreed in good faith subject to the following clauses:
8.3. The agreed prices must be of an acceptable market price level.
8.4. Any prices for Goods of similar specification or similar size reflect the original quoted rates again subject to acceptable market price level and also subject to reasonable increase or decrease to reflect changes in specification or size.
8.5. No increase in the price payable for the Goods shall be made without the prior written consent of Arken Construction.
8.6. Any request by the Seller to alter the price payable for the Goods must be advised in writing to Arken Construction 6 weeks in advance of the proposed effective date.
8.7. Failure to comply with the pricing and delivery requirements (stated above) will lead to invoice processing difficulties and we reserve the right to return the invoice for amendment and re-issue.
9.1. Payment of approved invoices will be made 60 days after the month of invoice unless agreed in writing by Arken Construction and countersigned by a Director of Arken Construction.
9.2. Any assignment of debts to a factoring agent does not remove the contractual relationship between Arken Construction and the Seller and any dispute resolution will be conducted directly with the Seller.
9.3. Agency placement fees will only be paid once a satisfactory placement period of three months has elapsed from the start date. We reserve the right to claim repayment of any fees paid should the placement choose to leave the company of their own accord within twelve months of the start date. Any such refund would be pro-rata to the time elapsed from start to finish date.
9.4. On or before each Payment Claim Date set by the Contractor, the Sub-Contractor shall submit to the Contractor a Payment Claim which will include a detailed breakdown of the sum it considers to be the value of the Sub-Contract Works completed up to the Payment Claim Date and indicating the amount it considers payable, which amount will be calculated as follows:
9.4.1 the cumulative value of the Sub-Contract Works properly designed (to the extent that this is the Sub-Contractor’s responsibility) and executed, valued inaccordance with the rates and prices used in the calculation of the Sub-Contract Sum, plus
9.4.2. Where the Sub-Contractor is required to carry out design of the Sub-ContractWorks, the value of design completed to date, plus
9.4.3. if applicable the value of unfixed Subcontract Works Items, plus
9.4.4. amounts due by the Contractor in respect of Compensation Events under the Main
9.4.5. other sums claimed by the Sub-Contractor, plus
9.4.6. Other adjustments, plus
9.4.7. If applicable, any sum payable in relation to price variation, less
9.4.8. retention in accordance with this clause, less
9.4.9. the total amount of previous payments
9.5. The Payment Claim shall state the period, stage of work or activity to which it relates and the subject matter of the Payment Claim.
9.6. The Sub-Contractor’s Payment Claims shall be accompanied by sufficient information in relation to progress of the Sub-Contract Works, together with any other supporting evidence required by the Employer’s Representative (of which the Contractor will give reasonable notice to the Sub-Contractor), to enable the Contractor to meet the requirements of (“Interim Payment”) of the Main Contract.
9.7. The Sub-Contractor will provide with each of the Sub-Contractor’s Payment Claims the certificate required. The provision of this certificate is a condition precedent to payment by the Contractor to the Sub-Contractor in respect of that period.
9.8. If the Sub-Contractor fails to submit a Payment Claim as and at the time required, the Contractor may include in its Payment Claim its own estimate of the sum due in respect of the Sub-Contract Works but shall not be obliged to do so. In this event, any payment to the Sub-Contractor will be based on that estimate and will be subject to the Sub-Contractor providing a Payment Claim showing that at least this amount is due and providing the certificate.
9.9. Retention will be deducted from all interim sums due to the Sub-contractor at the rate stated in the Main Contract.
The Seller shall indemnify Arken Construction against any loss, damage or injury to Arken Construction, any claim in respect of loss, damage or injury made against Arken Construction by third parties and any costs and expenses arising in connection with them which result from the Seller's failure to comply with the Agreement and in particular resulting from any defect in the Goods or their materials, services, construction, workmanship or design or any claim that any Goods supplied under the Agreement infringe the intellectual property rights of any third party howsoever caused.
The Seller shall have insurance against liability to pay damages and costs in respect of third-party injury and third-party property damage or loss arising in connection with the performance of the Agreement by the Seller and consequential loss suffered by Arken Construction. Arken Construction reserves the right to request evidence of the insurance and examine any policy document.
All information concerning Arken Construction’s business and its products that the Seller becomes aware of in connection with the Agreement is confidential and shall not be disclosed to a third party
13. STATUTORY AND OTHER REQUIREMENTS
The Seller warrants that they have fully complied with all relevant statutes, regulations, orders, bylaws, and standards in force at the time of delivery.
14. FORCE MAJURE.
Neither party will be liable to the other for failing to comply with any of its obligations hereunder if, and to the extent that such failure is wholly and directly caused by an event beyond their reasonable control including without limitation, fires, floods, Governmental regulations, wars and industrial action, provided that the party affected shall immediately notify the other party thereof and shall thereafter exert all reasonable diligence to overcome such cause and resume performance of its obligations.
15. ASSIGNMENT AND SUB-LETTING.
The Seller shall not assign the Agreement in whole or part without the prior written consent of Arken Construction.
Any notice required to be served on the other party under this Agreement shall be in writing. Such notices may be served by hand or 1st class post to the business address of the parties as either party may notify to the other from time to time for this purpose.
17.1 Buyer reserves the right to terminate any undelivered or unperformed portion of this order for its sole convenience without liability to Seller other than for work performed by Seller prior to the notice of termination. Buyer may also terminate this order or any part hereof for cause and in such event, Buyer shall not be liable to Seller for any amount and Seller shall be liable to Buyer for any and all damages sustained by reason of the cause which gave rise to the termination.
17.2 'For purposes of the foregoing sentence "cause" shall include late delivery or performance, a delivery of defective or nonconforming goods or workmanship, a breach of any of Seller's warranties hereunder, any other material default or failure of compliance by Seller with the terms and conditions hereof, the commencement or continuance of any bankruptcy or insolvency proceeding by or against Seller, any change in control in, or to, the Seller's company share-holding, or any legal process or order directing or requiring Buyer to undertake or refrain from undertaking any business or certain types of business with the result that the goods and/or services ordered hereunder may be unnecessary to Buyer.
18. DEFECTIVE OR NONCONFORMING GOODS OR SERVICES
18.1 No goods or services received by Buyer pursuant hereto shall be deemed accepted until Buyer has had reasonable opportunity to inspect and / or observe performance of such goods or services.
18.2 Buyer shall have access to and the right to inspect all work prior to its completion. Notwithstanding any such inspection, Seller shall be solely responsible for the conformance of the work to the specifications.
18.3 Seller shall promptly correct defects or replace any goods or services not conforming to any of Seller's warranties hereunder without expense to Buyer, provided Buyer elects to provide Seller with the opportunity to do so.
18.4 Irrespective of whether such defect or nonconformity was discovered upon initial inspection, or a later time if not readily ascertainable upon initial inspection in the event of a failure by Seller to correct defects or replace nonconforming goods promptly, Buyer after reasonable notice to Seller may make such corrections or replace such goods and charge Seller for the costs and / or consequential costs incurred by Buyer in doing so.
18.5 Such remedies shall not exclude any other legal, equitable or contractual remedies of Buyer as a result of Seller's delivery of defective or nonconforming goods or services.
19. SET OFF
All claims for money due or to become due from Buyer shall be subject to deduction or set off by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
20.1Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation.
20.2 If any such changes cause an increase or decrease in the cost or the time required for the performance, an equitable negotiated adjustment shall be made, and the agreement created by the acceptance of this Order shall be modified in writing accordingly.
20.3 Seller agrees to accept any such changes subject to this paragraph. Seller shall undertake no work on any such change, addition or omission unless and until Seller delivers a Quote and Buyer issues a written change order.
Any waiver by Buyer of strict compliance with any of the provisions hereof shall not be deemed a waiver of any other provisions hereof and shall not be deemed a waiver of any of Buyer's rights, privileges, claims, or remedies, nor of Buyer's right to insist on strict compliance thereafter.
22. APPLICABLE LAW
This Order and the contract created by the acceptance thereof are governed by and shall be construed in accordance with the laws of the country in which the goods are to be delivered or the services to be performed
23. HEALTH & SAFETY
23.1 As a requirement of Arken Construction Health & Safety Department, the documents listed below are required on all James Armstrong Construction Ltd. sites.
All plant must have the relevant GA1 Report of thorough examination (12 monthly / repair / 1st use)
A CR 2 is required for excavator or loaders used as a crane - Certification of safe working load (SWL) E.g. lifting pipes, etc.
Company Safety Statement *This must be up to date and relate to recent legislative requirements.
Employer and Public Liability Insurance n.b. a seller who has 1 or more employees MUST have employer’s liability Insurance, everyone must have Public Liability cover,
Please specify the level of cover in operation.
The next renewal dates.
Any restrictions or endorsements.
All sellers etc must produce Safe Pass, CSCS Cards and any other relevant training (MEWP, Manual Handling, Abrasive Wheels etc) on arrival to site.
Prior to Entering Site
All safety documents requested by PSCS Safety Officer to be sent before work commences on site (Letter detailing documents requested will be emailed to relevant personnel prior to this.)
Contact must be made with PSCS Safety Officer prior to arrival on site to arrange a suitable date & time for site safety inductions with all personnel working on the project.
Inductions will be scheduled twice weekly and all seller employees must attend. Personnel who have not attended the initial scheduled induction are not permitted to enter the site.
Method statement read & explained, and safety statement signed off before personnel begin working on site.
All personnel MUST have Safe Pass & CSCS cards with them when on site.
All personnel MUST sign in before entering the site and sign out when leaving the site in a Sub Contractor & Employee Register in site office.
All completed forms are to be posted in a tray labelled ‘Completed Forms Here’ in site office. Any failure to comply with the above or any other terms and conditions contained herein will result in refusal of entry to or commencement of work on site.
Please submit all relevant documentation and certificates to email@example.com before commencement of work on site.
For any queries please contact:
Health & Safety Department,
Unit 8A5 Northwest Business Park,
Tel: 071 911 8005