Spacepro Contract is part of Home Decor GB Ltd.

V1.0

Definitions

1 In these Trading Conditions (“Conditions”) the following definitions apply:
“Company” means Home Decor GB Ltd.
“Contract” means the contract, incorporating these Conditions, for the supply andinstallation as specified in the Company’s quotation, of Goods and Services by the Company for the Customer.
“Customer” means the person, firm or company that is the other party to the Contract.
“Goods and Services” means the supply and installation of the works described in the Company’s quotation.

Basis of quotation

2 The Company’s quotation is open for acceptance for a period of 28 days from the date of quotation.
3 Whilst the Company’s quotation is prepared with due consideration of the Customer’s requirements made known to the Company it is the Customer’s responsibility to ensure that the Goods and Services are compatible and suitable for use at the Customer’s premises. In particular it is the Customer’s responsibility to ensure that any information and/or drawings issued by the Company are checked for compliance with the Customer’s requirements.
4 The Company’s quotation is based upon the costs of materials, labour, transport, taxes or other levies and contributions current at the date of quotation. The contractsum will be adjusted for any fluctuations in these costs in respect of those parts ofthe Goods and Services delivered to the Customer’s premises on or after a date that is 3 months later than the date of quotation.
5 The Company’s quoted price is strictly nett, as such it is not subject to deduction for discount of any nature, and it is also exclusive of any VAT that may be chargeable.
6 Any Contract arising from the Company’s quotation and subsequent negotiations will include the quotation and any subsequent amendments as a result of the negotiations.
7 If and to the extent that the Company undertakes any element of design in relationto the Goods and Services the Company will exercise all reasonable skill and care inthe carrying out of such design.
8 The Company’s quotation is based upon the Company’s standard insurances, details of which are available upon request.
9 Ownership of unfixed materials and components shall not pass to the Customer until payment in full has been received.

Delivery/Programme

10 Delivery and programme are to be agreed. Notice to commence work at the Customer’s premises must be sufficient to take into account the time necessary for procurement and manufacture of materials and in any event must be a minimum of 14 days.
11 In the event that the Company’s quotation indicates a delivery period it is given on the basis that it will commence upon receipt by the Company of full and final construction issue information together with a fully completed choice of the options available.
12 If the Customer delays the programmed delivery of the Goods and Services thenthe Company shall be entitled to charge as a variation the cost of storage/handling at the Company’s premises.
13 The Company has allowed for undertaking the installation works during normal working hours spanning one continuous period and without interruption or obstruction by the Customer to rooms suitably prepared by the Customer for the receipt of the Goods and Services. Any out of normal hours working and/or additional visits will be subject to an extra charge.
14 For operational reasons the Company may subcontract the installation of the Goods and Services to a preferred installation partner.
15 Whilst the Company shall use all reasonable endeavours to carry out and complete the Goods and Services in accordance with any agreed delivery and programme dates the Company shall not be liable for any Customer costs occasioned by any delay arising out of any matter beyond the reasonable control of the Company.
16 The Company utilises a completion ‘sign-off’ document on a plot by plot basis. Should a Customer representative not be available to countersign the completion document and in the absence of objection to the ‘sign-off’ document within 24 hours of presentation the plot will be deemed complete.

Payment

17 Subject to the establishment of satisfactory credit facilities payment of the amount due to the Company under the contract will be paid in accordance with Alternative A or Alternative B, the Company’s quotation will specify which applies.
18 If the establishment of satisfactory credit facilities is not possible then payment of the amount due to the Company under the Contract will be in accordance withspecial payment terms to be agreed between the Company and the Customer prior to commencement of any work by the Company in relation to the Goods and Services.

Alternative A – Invoice on a plot by plot basis (30 day payment terms)

19 Payment of the amount due to the Company under the Contract will be paid as follows:
a – Following completion of each plot the Company will issue a sales invoice for the total value of work executed, including variations, if any, stating the amount the Company considers will become due and the basis on which that sum is calculated.
b – The Customer will make payment against each invoice which shall comprise the total value of work executed and unfixed materials delivered to the Customer’s premises, including any variations in respect of the plot that the invoice relates to.
c – Payment in respect of each invoice will become due 7 days after the date of the invoice.
d – The final date for payment of each invoice will be not later than 23 days after it became due.
e – The Company will not accept the deduction of retention when the Customer makes payment.

20 If the Customer delays the programmed delivery and/or installation of the Goods and Services to a plot then the Company may issue a sales invoice no earlier than the date that the Goods and Services would have been completed, but for the Customer delay, for the value of the work then carried out. Any of the Goods and Services to which the invoice relates that have not been delivered to the Customer’s premises may be viewed by the Customer during normal working hours. The Company would issue a subsequent invoice following completion for the balance of the total value of work executed, including variations, if any.

Alternative B – Monthly application for payment/valuation (30 day payment terms)

21 Payment of the amount due to the Company under the Contract will be paid ininstalments as follows:
a – The Company will issue an application for payment prior to the date of Valuation for the total value of work executed and unfixed materials delivered to the Customer’s premises, including any variations and stating the amount of the instalment the Company considers will become due and the basis on which that sumis calculated.
b – Each instalment shall comprise the total value of work executed and unfixed materials delivered to the Customer’s premises, including any variations (the“Valuation”) less previous instalments.
c – The Customer will prepare the Valuation, the first Valuation shall be carried out on a date agreed between the Company and the Customer. In the event that no dateis agreed the Valuation shall be carried out not later than one month after the date the Company commenced work. Subsequent Valuations shall be carried out atintervals not exceeding one month after the previous Valuation.
d – Payment in respect of each instalment will become due 7 days after the date ofthe Valuation.
e – The final date for payment of each instalment will be not later than 23 days after it became due.
f – The Company will not accept the deduction of retention when the Customer makes payment.

22 If the Customer delays the programmed delivery of the Goods and Services then the Company may incorporate the value of unfixed materials that are ready for delivery but not yet delivered into the Company’s application for payment and the Valuation shall also include the value of such unfixed materials that are ready for delivery. Any such unfixed materials that have not been delivered to the Customer’s premises may be viewed by the Customer during normal working hours.

Additional provisions applicable to both Alternative A and Alternative B

23 In relation to each payment to the Company under this Contract the Customer shall in addition pay the amount of any VAT properly chargeable. The Company will cooperate with Customer and provide documentation required in relation to the payment of VAT.
24 Time for payment shall be of the essence of the Contract.

Variations

25 Should the Customer change the design, quality or quantity of the Goods and Services required including any changes resulting from the Customer’s design development and/or coordination activities then such shall constitute a variation. The price and time consequences of any variation shall whenever possible be agreed before the Company commences any work in connection with the variation. In the event that the price is not agreed before work on the variation commences then thevariation will be valued in accordance with the following provisions:
a – Where the additional or substituted work is of similar character to, is executed under similar conditions as, and does not significantly change the quantity of workset out in the Contract, then the prices for the work so set out shall determine the valuation.
b – Where the additional or substituted work is of similar character to work set out in the Contract but is not executed under similar conditions thereto and/or significantly changes the quantity thereof, the prices for the work so set out shall be the basis for determining the valuation which shall include a fair allowance for such difference inconditions and/or quantity.
c – Where the additional or substituted work is not of similar character to work set outin the Contract the work shall be valued at fair prices which may mean the use of daywork charges for such as any out of sequence siteworks for alterations to the Goods and Services that have already been installed.

26 The Customer should be aware that a variation may necessitate the need for additional time to complete the Goods and Services under this Contract.

Attendances/Facilities

27 It is the Customer’s responsibility to provide and maintain the following as appropriate and without charge at premises that the delivery and installation of the Goods and Services are to be carried out:
a – Suitable and safe access for delivery vehicles and labour to the premises, each working area and storage areas.
b – Health and welfare facilities.
c – Space for office and/or storage container if required.
d – Safety lighting and task lighting if requirede – Electric power to within a distance of no more than 20 metres of each work area if required.
f – Suitable dry storage areas for the Goods and Services within a reasonable distance of each work area.

28 It is the also the Customer’s responsibility to undertake any coordination, ifrequired, with the works of other trades.
29 The Company will clear all rubbish and debris arising from its works to a predesignated position or skip for removal by others.

Drawings/Information

30 The Company will only work to complete and fully dimensioned drawings supplied by the Customer together with a fully completed choice of the options available. In the event that any site dimensions are required the Customer must supply these. Responsibility for Loss or Damage and Protection.
31 Risk of damage to or loss of the Goods and Services, unless caused by the negligence or default of the Company, shall pass to the Customer when they are delivered to the site.
32 The Customer is advised that the Goods and Services are a finished product and as such the Customer is also advised to provide adequate protection in the eventthat work by others is to be undertaken in the vicinity of the Goods and Services.
33 Whilst the Company will leave the Goods and Services in a clean condition the Customer is advised that the Company does not undertake, if applicable, a final ‘builders’ clean for the purposes of practical completion of the project.

Exclusion of liability

34 The Company’s maximum total liability for any damages or losses whatsoever including all direct or consequential loss whether arising in contract or tort, not withstanding any other provisions of the Contract, is limited to 25% of the value ofthe Goods and Services.

Defects liability

35 Any defects in the Goods and Services that appear within a period of 12 months of completion of installation and which are due solely to materials or workmanship not being in accordance with the Contract requirements shall be notified by the Customer within 14 days of the end of the 12 month period. The Company will investigate and rectify any defect without charge provided that the defect arose solely due to materials or workmanship not being in accordance with the Contractrequirements.

Termination

36 Without limiting its other rights or remedies, the Company may terminate the Contract in the following circumstances without any liability to the Customer and the Company shall be entitled to be paid for all works undertaken up to the date oftermination:
a – for any reason whatsoever by giving the Customer 30 days written notice, or
b – If the Customer fails to pay any amount due under this Contract by the date that payment should have been received by the Company by giving the Customer 7 days written notice, or
c – Immediately by written notice if the Customer becomes insolvent as defined bysubsections (2), (3) or (4) of section 113 of the Housing Grants, Construction and Regeneration act 1996 as amended by The Enterprise Act 2002 (Insolvency) Order2003.

Laws and Regulations

37 For the purposes of the Contracts (Rights of Third Parties) Act 1999, nothing contained in this Contract is intended to confer on a third party any benefit or anyright to enforce a term of this Contract.
38 The Contract shall be subject to and construed in accordance with English Law and the courts of England and Wales shall have jurisdiction.
39 The Customer is to obtain all necessary consents and approvals under planning and building regulation etc requirements, if required, and pay all fees and charges inconnection therewith.