1 Application & Entire Agreement
1.1 These terms and conditions apply to the provision of the services detailed in the quotation by TLC Drainage Solutions Ltd a company registered in England and Wales under number 10196681 whose registered office is at 22 Lay Road, Aylesbury, Bucks, HP19 9JN to the Client.
1.2 The Client is deemed to have accepted these terms and conditions when it accepts our quotation or from the date of any performance of the Services (whichever happens earlier) and these terms and conditions and our quotation are the entire agreement between the parties. These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 The following terms shall have the following meanings for the purposes of this agreement:
2.1.1 ‘Services’ means the work specified in the Contractor’s quotation or other documentation.
2.1.2 ‘Contractor’ means TLC Drainage Solutions Ltd.
2.1.3 ‘Client’ means the person, firm or Company for whom the work is quoted for and/or carried out for.
2.1.4 The headings in these terms and conditions are for convenience only and do not affect its interpretation.
2.1.5 Words imparting the singular shall include the plural and vice-versa.
2.2 Acceptance of the Contractor’s quotation, either by Client’s Official Order or in writing by letter or email or by permitting the commencement of the Services is deemed as acceptance of these Terms and Conditions.
3 The Contractor’s obligations
3.1 The Contractor warrants that all reasonable care and skill will be taken in performance of the Services which will comply with the quotation , including any specification, in all material respects. The Contractor can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Contractor will notify the Client if this is necessary.
3.2 The Contractor will use all reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of the Contractor’s obligations.
4 The Client’s obligations
4.1 The Client must obtain any permissions, consents, licenses or otherwise that must be given or which are required for access to any property and must provide any and all relevant information, materials, properties and any other matters which the Contractor needs to provide the Services.
4.2 The Client shall make available to the Contractor the whole of the site of the proposed
works at the commencement of the performance of the Services on site unless otherwise agreed in writing.
4.3 If the Client does not comply with clauses 4.1 & 4.2, the Contractor can terminate the Services or if it does not terminate the Services charge the Client for the increased costs and expenses incurred by it as a result of any non-compliance by the Client.
4.4 The Contractor is not liable for any delay or failure to provide the Services if this is caused by the Client’s failure to comply with the provisions set out in clause 4 or any other breach of these terms and conditions by the Client.
5 Prices & Payment
5.1 The prices for the Services are set out in the quotation and are on a time and materials basis.
5.2 The prices quoted are subject to VAT at the prevailing rate at date of invoice, any VAT shown on the quotation is for illustrative purposes and the actual VAT charged will be applied at the prevailing rate of VAT at the time of the issue of the invoice.
5.3 The prices quoted are held for a period of 30 days, subject to availability of materials, a deposit may be required.
5.4 All appointments made for works to be carried out are done so with payment due immediately upon completion of the Services except where prior written agreement has been arranged when an invoice will be issued and full payment is then due within 21 days of the invoice date.
5.5 The Contractor will be under no obligation to provide or issue any guarantees, certificates, or other similar documents to the Client for works, unless payment has been made and received in full.
5.6 The Contractor may charge interest at 4% above the base rate of Santander UK plc from time to time on any late payment from the date payment becomes due until the date payment is full is made, whether before or after judgement.
5.7 The Contractor may suspend the provision of the Services in the event the Client does not pay any sums due to the Contractor by their due date for payment.
6 The Services
6.1 The Services, have been priced to be carried out between the hours of 08:00 and 17:00 unless agreed prior to commencement of the Services and allowed for and agreed in the Contractor’s quotation. In the event that the Client changes the hours within which the Services are to be undertaken, the Client shall be liable for the Contractor’s additional costs.
6.2 In the event that working time is lost on site due to delays caused either by the actions of the
Client, its employees, representative or agents or by other contractors or third parties engaged by or under the control of the Client, or by sewer surcharge caused by storm, flood, tidal or pump failure, the Client shall be liable for any additional costs incurred by the Contractor. In addition, in the event that the Contractor experiences delays for which they are not responsible, the Client shall be liable for the Contractor’s additional costs in relation to the additional setting up or out of sequence working.
6.3 Unless otherwise stated in writing it is assumed that vehicular access is possible to all manholes on every sewer length on which the Services are being undertaken. In the event that this is not possible the Client shall be liable for an extra costs incurred by the Contractor due to such lack of access.
6.4 In the event that the Contractor is required to work in any confined spaces as defined by the
Health and Safety at Work Act or any manhole deeper than 1.4 metres the Contractor reserves the right to charge the Client for the required additional safety equipment.
7 Service Specific terms
Removal of silt/debris in excess of 10%, or which requires additional equipment for the removal of fat deposits, grout, encrustation, concrete, builders rubble or roots will be charged additionally unless otherwise stated in writing at the time of the quotation.
7.2 CCTV Survey
7.2.1 Due to the nature of CCTV inspection, the Contractor cannot guarantee the accuracy of any CCTV inspection or measurement. A CCTV Survey will only show the interior of the sewer or pipe, and will not show the exterior. Any interpretation and advice as a result of CCTV inspection shall not be binding on the Contractor, and is the sole responsibility of the Client. In the event that the measurements or advice given is inaccurate, the Contractor shall not be responsible for any loss or damage howsoever caused.
7.2.2 The Contractor will include on the quotation any cleaning which the Contractor believes may be necessary to complete any survey, however if there is an obstruction which cannot be removed with standard high pressure water jet cleaning the survey will be abandoned on to the extent necessary as a result of such obstruction until such works have been quoted for and completed. The price quoted for the CCTV survey will still be payable in full in accordance with clause 5.
7.3 Sewer Condition
Where information is provided or implied either verbally or in writing or through CCTV recordings concerning the condition of the sewers and this is found to be inaccurate or out of date the Client shall be responsible for any extras costs incurred for additional work that may be required to complete the performance of the Services. The Contractor shall not be liable for any deterioration, structural or otherwise, that develops or becomes apparent on any pipe it is working on howsoever caused.
7.4 Waste Disposal
Unless otherwise stated in the quotation the Contractor will not be liable for removal of waste or debris from site. If disposal is found to be necessary the Client will be responsible for the additional costs incurred by the Contractor in the removal, transporting and disposal of waste to a registered site, together with additional administrative costs.
Due to the nature of relining there can be no delays once the linings have been impregnated. In the event that there are delays beyond the Contractor’s control any linings impregnated may have to be discarded and new linings provided, at the cost of the Client. Further the Client warrants that the sewers or pipes will be free of live water prior to the works being undertaken by the Contractor. In the event that live water is present, the linings used by the Contractor will not function. The Client will be liable for the additional costs incurred should new linings be required in any event.
7.6.1 The Contractor must rely upon utility company records as to the location of underground services before undertaking any excavation work. The Client is placed on notice that the utility company records may not be accurate or up to date; however the Contractor must rely upon them. In the event that the utility company records are inaccurate and damage is caused to an underground service, the Client indemnifies the Contractor fully on demand against any claim which may arise from such damage.
7.6.2 The Contractor may rely upon scans of the area before undertaking excavation. A scan will not identify an obstruction such as, but not limited to, concrete, bedrock or other such obstructions. Likewise a scan will not show whether a pipe is encased in concrete. In the event that the Contractor discovers such an obstruction the Client shall be liable for any additional costs incurred.
7.6.3 In the event that a pipe being excavated is encased in concrete, further damage may be caused to pipework connect to the section being excavated, due to shockwaves travelling down the concrete. Such damage is unavoidable. The Client will be liable for the additional costs incurred in repairing any pipework so damaged.
8.1 Prior to commencement of the performance of the Services on site the Client may cancel this agreement at any time by giving the Contractor one week’s prior written notice, and shall then be liable to pay to the Contractor for all work undertaken and expenses incurred in preparing for the provision of the Services. Where the Client gives notice termination to the Contractor less than one week prior to the date agreed for the commencement of the Services the Client shall pay to the Contractor the full price payable for the Services.
8.2 Upon commencement of the works on site the Client may not cancel this agreement, save as set out in clause 10.
9 Liability and Liquidated damages
9.1 Nothing in this agreement shall limit or exclude the Contractor's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, the Contractor shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of damage to goodwill; and any indirect or consequential loss.
9.3 Subject to clause 9.1, the Contractor’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total price paid by the Client under this agreement.
9.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
9.5 This clause 9 shall survive termination of this agreement.
9.6 In the event that the Client disputes the work undertaken by the Contractor, all disputes must be notified to the Contractor within 14 days of the work being carried, or within 14 days of the invoice, whichever is the later. The Client shall be prohibited from disputing the work undertaken or the amount of the invoice after this 14 day period, save where the Client is dealing as a consumer.
9.7 Save as expressly referred to above, and except where the Client is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods and/or Services, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
9.8 The Client shall indemnify defend and hold harmless the Contractor in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or incurred as a result of or in connection with any claim made against the Contractor by a third party in respect of any matter caused by the Client or for which liability has been assumed by the Client.
10.1 Without limiting its other rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 5 days of that party 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, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(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; or
(d) 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 this agreement has been placed in jeopardy.
10.2 Without limiting its other rights or remedies, the Contractor may terminate this agreement with immediate effect by giving written notice to the Client if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 days after being notified to make such payment.
11 Termination consequences
In the event of this agreement being terminated:
11.1 The Client shall immediately pay to the Contractor:
(a) all arrears due to Contractor and any other sums due under the terms of this agreement
(b) all further sums which would but for the termination of this agreement have fallen due at the end of the provision of the Services
11.2 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this agreement and the termination of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it;
11.3 Any right or remedy to which either party is or may become entitled under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.
12 Damage or Loss of Equipment
If damage or loss is sustained to the Contractor’s equipment due to reasons beyond their control, or due to the condition of the pipe work or some other known or unknown risk, the Contractor reserves the right to charge for the costs in retrieving the equipment, including the instruction of another contractor and/or the costs of replacing the equipment. The Contractor also reserves the right to charge for loss of profits and down time whilst the items are recovered or replaced.
13.1 Warranty. Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so.
13.2 Force majeure. In the event of national emergency, war, prohibitive governmental regulation or any other cause beyond the control of the parties (‘force majeure event’) the obligations of the parties shall be suspended for so long as the force majeure event renders performance of the agreement impossible and upon the occurrence of a force majeure event all money then due to the Contractor shall be paid immediately.
13.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
13.5 Notices. All notices to be given under this agreement shall be in writing and shall either be delivered personally, sent by first class post, or emailed shall be deemed duly served:
• in the case of a notice delivered personally, at the time of delivery;
• in the case of a notice sent by first class post, 2 clear business days after the date of dispatch;
• in the case of an email, if sent during normal business hours then at the time of transmission and if sent outside normal business hours then on the next following business day provided (in each case) that a confirmatory copy is sent by first class prepaid post or by hand by the end of the next business day.
Each notice shall be addressed to the address of the party concerned set out in this agreement or to such other address as that party shall have previously notified to the sender.
13.6 Proper law and jurisdiction. This agreement shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
13.7 Waiver. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
13.8 Third party rights. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.