BUILDING CONSTRUCTION AGREEMENT
This agreement is dated ________
PARTIES
________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Client).
________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Builder).
BACKGROUND
(A). The Client is satisfied that the Builder possesses the necessary skill, experience and expertise required to provide the works for which it has been contracted.
(B). The Builder is in the business of:
________
(C). The Builder agrees to provide the construction works to the Client under the terms and conditions set out in this Agreement.
AGREED TERMS
1. INTERPRETATION
This Agreement relies on the following definitions and rules of interpretation:
Definitions
Agreement: refers to this Building Construction Agreement.
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
Business Day: a day (other than a Saturday, Sunday or public holiday) on which banks are usually open for business in England and Wales.
Building Site: the location where the building or construction work is to take place, situated at:
________
Change: an amendment to the scope, nature, volume or execution of the Works under this Agreement, or any other term of this Agreement.
Change Control: the process through which any requests to vary the agreed nature of the Works or Charges are recorded, evaluated and then approved or rejected.
Change Order: a document that details the proposed changes to the Works.
Charges: sums of money payable for the Works performed by the Builder.
Client's Equipment: any equipment, including tools, machinery, cabling or facilities, provided by the Client which is used directly or indirectly in the provision of the Works.
Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Builder in connection with the Works.
Control: the meaning given in section 1124 of Corporation Tax Act 2010.
Deliverables: any output of the Works (e.g. design drawings, proposals etc) that are to be provided by the Builder to the Client.
Intellectual Property Rights: patents, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and to 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.
Milestones: a date by which a part of the Works is to be completed, as set out in this Agreement.
Party or Parties: the Client and the Builder in this Agreement.
Works: the works set out in this Agreement.
2. COMMENCEMENT AND DURATION
(a). This Agreement shall commence on ________.
(b). This Agreement shall come to an end either through earlier termination in accordance with this Agreement; or when the Works have been fully completed by the Builder.
(c). The Builder shall provide the Client with the Works accruing under this Agreement.
3. DESCRIPTION OF WORKS
(a). The Builder shall provide the Client with the following Works:
________
(b). The Works shall be extended to include any other tasks which the Parties may agree on in writing.
(c). The Builder shall perform all Works for which it has been contracted at the Building Site.
(d). The Works shall be in line with the following milestones:
________
4. BUILDER'S RESPONSIBILITIES
(a). The Builder must use the accepted standards within its industry to perform the Works and deliver the Deliverables to the Client, under this Agreement in all material aspects. The Deliverables to be completed under this Agreement are:
________
(b). The Builder shall use reasonable endeavours to accomplish any performance datethe Milestones of this Agreement.
(c). The Builder is required to return all of the Client's Equipment given to it and used directly or indirectly in the provision of the Works within ________ days of the completion of the Works.
(d). The Builder is required to appoint a person to act as manager for the Works to be provided, in the person of ________. The Builder shall be contractually bound by the decisions or actions of the appointed person on all matters relating to the Works. Where it is reasonably necessary for the interests of the Builder's business, the Builder shall have the option of replacing the appointed person from time to time.
(e). In the event that the Building Site is subject to health and safety regulations and such regulations have been communicated to the Builder, the Builder is required to use reasonable endeavours to observe all regulations that apply to the Building Site.
5. CLIENT'S OBLIGATIONS
(a). The Client shall have the following obligations:
(I). to co-operate with the Builder in all matters concerning the Works;
(II). to appoint a person to act as manager for the Works, who shall have the authority to contractually bind the Client on matters concerning the Works in the person of ________. The Builder shall have the right to either veto or approve the person appointed as the Client's manager for the Works.
(III). to provide the Builder as well as its agents, subcontractors, consultants and employees with access to the Building Site and any other facilities that are reasonably required by the Builder. Such access shall be given in a timely manner and at no cost.
(IV). to supply the Builder with all documents and relevant information that are reasonably required by the Builder to perform the Works in a timely manner. The Client shall ensure that all documents and information provided are complete and accurate.
(V). to supply the Builder with the required items and materials, owned by the Client or a third party, which are required by the Builder to provide the works for which it has been contracted. The Client shall provide the Builder with the required materials on ________. In the event that the Client fails to provide the materials required on the specified date, the Parties shall agree to a new date on which the Client is to provide the materials. The Builder shall not be responsible for delays to the provision or completion of the Works arising from the Client's failure to provide the required materials on the specified date. The Client shall bear the full costs of the required items and materials that may be required in the performance of the contracted Works. The materials to be provided by the Client are as follows:
________
(VI). to provide the Builder with adequate information on the health and safety requirements that apply at the Building Site.
(VII). to have in its possession and keep updated all the necessary licenses and consents that are necessary to comply with all relevant legislation that may be required to enable the Builder's performance of the Works, all of which must be done before the Works start date. These consents are:
________
(VIII). The Client shall provide the following equipment for use in the provision of the Works:
________
The Client's Equipment shall be provided according to the following schedule:
________
(IX). to ensure that only the Builder's agents, employees, consultants and subcontractors are granted access to the premises where the Works will be performed.
(b). In the event that the Builder is unable to perform any of its obligations under this Agreement due to any act or omission of the Client, its agents, subcontractors, consultants or employees, without prejudice to any other right or remedy available to it, the Builder shall be permitted to extend the time for the performance of its obligations that is equal to the delay caused by the Client.
6. BUILDING SCHEDULE
(a). The Builder shall begin the provision of the Works on ________ and shall complete the Works on or prior to ________.
7. CHANGE OF SCOPE
(a). Either party shall have the right to make recommendations for changes to the Works agreed however, such a change shall only become valid when both Parties sign a Change Order. A valid Change Order must contain the following:
(I). the Works;
(II). the Builder's current charges;
(III). the timetable of the Works; and
(IV). any of the terms of this Agreement.
(b). Where the Builder intends to make a change to the Works, it shall provide the Client with a draft Change Order.
(c). Where the Client intends to make a change to the Works:
(I). it is required to inform the Builder and give as much detail as possible that the Builder may reasonably require regarding the proposed changes, including the time expectations of the proposed changes; and
(II). as soon as it is reasonably practicable to do so after the reception of the Client's proposed changes, the Builder shall provide the Client with a draft Change Order.
(d). If a Change Order is agreed upon between the Parties, each party shall sign it and this Agreement shall be amended by the Change Order.
(e). If a Change Order is not agreed upon between the Parties, either party may require that the disagreement be handled using the dispute resolution procedure set out in this Agreement.
(f). The Builder can, at its discretion, charge for the time it uses to prepare and negotiate Change Orders that implement changes proposed by the Client.
8. CHARGES AND PAYMENTS
(a). The Client shall pay the Charges for the Works provided by the Client.
(b). The Builder shall charge the Client the sum of £________ (________) for the Works.
(c). The charges shall not include the costs of travel as well as any other ancillary expenses that are reasonably incurred by persons engaged by the Builder in connection with the Works.
(d). Upon giving ________ days notice, the Builder may review the Charges upward to reflect any changes to the price of materials, changes to the Works, or any other matter which relates to the Work. The Client shall have the right to negotiate the reviewed charges with the Builder, and where is an agreement on a new charge, the reviewed charge shall be the new charge for the Works. Any increase made to the Charges shall not exceed a maximum of ________%.
(e). The Builder shall provide the Client with an invoice for the Charges at the end of each day for the works performed on that day.
(f).The Client is required to pay each invoice the Builder submits within ________ days of receipt by cash delivered or given in person to the Builder.
(g). Without affecting any other right or remedy available to the Builder under this Agreement, if the Client fails to pay the Builder any sum due under this Agreement on the due date:
(I). the Client shall pay interest on the overdue sum beginning from the date payment was due until the date that payment of the overdue sum is made, whether prior to or after judgement. Interest will accrue each day at 4% a year above the Bank of England rate from time to time but at 4% a year for any period when the base rate is below 0%.
(II). the Builder may suspend the provision of all or part of the Works until full payment has been made.
(h). All sums payable to the Builder under this Agreement:
(I). are exclusive of VAT. In addition, the Client shall pay an amount that is equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(II). 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).
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10. COMPLIANCE WITH LAWS AND POLICIES
(a). The Builder, during the performance of its obligations under this Agreement, is required to comply with the Applicable Laws.
(b). Where there are changes to the Applicable Laws which warrant a change or changes to the Works required, it shall be agreed through Change Control.
11. CONFIDENTIALITY
(a). Each party agrees that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Agreement. This confidentiality obligation shall apply at any time.
(b). Each party is only permitted to disclose the other party's confidential information:
(I). to its employees, officers, representatives, Builders, subcontractors or advisers who need to be aware of such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. When disclosing the other's party's confidential information, the disclosing party is required to ensure its employees, officers, representatives, Builders, subcontractors or advisers comply with this clause; and
(II). in connection and to the extent required by law, a court of competent jurisdiction or any government or regulatory authority.
(c). Neither party is permitted to use the confidential information of the other party for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12. LIMITATION OF LIABILITY
(a). The Builder holds insurance cover in respect of its own legal liability for individual claims up to the maximum of £________ per claim. The insurance cover which has been acquired by the Builder is limited up to the extent contained in this clause. The Client shall therefore bear the responsibility and have sole discretion in obtaining insurance to cover any excess loss.
(b). All reference to liability in this clause shall include every kind of liability that may arise under or in connection with this Agreement including but not limited to:
(I). tortious liability (including negligence);
(II). misrepresentation;
(III). restitution; or
(IV). deliberate default.
(c). Notwithstanding the kinds of liability previously listed in this clause, the following particular liabilities shall be covered by insurance:
________
(d). The Client's payment obligations under this Agreement shall not be limited by anything in this clause.
(e). Any liability which cannot be limited shall not be limited by anything in this Agreement. Such liability includes but is not limited to:
(I). death or personal injury caused by negligence; and
(II). fraud or fraudulent misrepresentation.
(f). Subject to the limitation clauses in this Agreement, the Builder's total liability to the Client:
(I). for damage to property caused by the negligence of its employees and agents in connection with this Agreement shall be up to a maximum of £________ for any one or series of connected events;
(II). for all other loss or damage which does not fall within the previous subclause shall not exceed £________.
(g). Subject to the limitation clauses in this Agreement, the Client's total liability to the Builder:
(I). for damage to the Builder's equipment or property caused by the negligence of its employees and agents in connection with this Agreement shall be up to a maximum of £________ for any one event or series of connected events;
(II). for all other losses or damage which does not fall within the previous subclause shall not exceed £________.
(h). Any caps on the Client's liabilities shall not be reduced by any amounts awarded by a court or arbitrator while exercising their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
(i). Subject to the limitation clauses in this Agreement, this clause lists the types of liability that are excluded, namely:
(I). loss of profits;
(II). loss of sales or business;
(III). loss of or damage to goodwill; and
(IV). indirect or consequential loss.
(j). Except where the Builder is notified by the Client that it wishes to bring a claim due to an event occurring within the notice period, no liability shall be imposed on the Builder for that event. The notice period for an event shall begin on the day on which the Client became, or ought reasonably to have become, aware of its grounds to make a claim in respect of the event and shall expire ________ from that date. A valid notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13. TERMINATION
(a). Either party may, without affecting any other right or remedy available to it, terminate this Agreement with immediate effect upon giving written notice to the other party in any of the following circumstances:
(I). if a material breach of any term of this Agreement is committed by the other party and (in the event that such breach can be remedied) failed to remedy that breach within a period of ________ days after being notified in writing to do so.
(II). the other party commits a repeated breach of any of the terms of this Agreement to the extent that it reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(III). the other party has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause.
(IV). the other party suspends or ceases, or threatens to suspend or cease, carrying on business.
(V). the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
(b). The Builder may, without affecting any other right or remedy available to it, terminate this Agreement with immediate effect by giving written notice to the Client if:
(I). if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ________ days after receiving notice in writing to make such payment.
(II). there is a Change Control of the Client.
14. SURVIVAL
(a). The rights, remedies, obligations or liabilities of the Parties that have accumulated up to the date of termination or expiry, shall not be affected by the termination or expiry of this Agreement. This shall extend to the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15. FORCE MAJEURE
Neither party shall be in breach of this Agreement or otherwise liable for any failure or dealt in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for ________, the party not affected may terminate this Agreement by giving ________ written notice to the affected party.
16. ASSIGNMENT AND OTHER DEALINGS
(a). The Client is not permitted to assign, transfer, mortgage, charge, subcontract, delegate, or declare a trust over a deal in any other manner with any of its rights and obligations under this Agreement.
(b). The Builder may at any time assign, mortgage, charge, declare trust over or deal in any other manner with any or all of its rights under this Agreement.
17. VARIATION
Except to the extent permitted under the Change Control clause in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18. WAIVER
(a). For a waiver of any right or remedy to be effective, it must be given in writing and shall not be deemed as a waiver of any subsequent right or remedy.
(b). If a party fails to or delays in exercising, in full or in part, any right or remedy, it shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. RIGHTS AND REMEDIES
A party's rights and remedies under this Agreement shall be in addition to, and not exclusive of, any rights or remedies available to it in law.
20. SEVERANCE
(a). If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
(b). If any provision or part-provision of this Agreement is deemed deleted under this clause, the Parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. ENTIRE AGREEMENT
(a). This Agreement constitutes the entire agreement between the Parties.
(b). Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
22. NO PARTNERSHIP OR AGENCY
(a). Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
(b). Each party confirms it is acting on its own behalf and not for the benefit of any other person.
23. THIRD-PARTY RIGHTS
(a). This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
(b). The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
24. NOTICES
(a). Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(I). delivered by hand at its registered office or place of business.
(II). sent by email to the following addresses (or an address substituted in writing by the party to be served):
Client: ________
Builder: ________
(b). Any notice shall be deemed to have been received if:
(I). it is delivered by hand at the time the notice is left at the proper address.
(II). it is sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. COUNTERPARTS
(a). This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
(b). No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
26. GOVERNING LAW
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
27. JURISDICTION
Each party irrevocably agrees that the court of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been entered into on the date stated at the beginning of it.
Signed by:
Client:
, ________
_____________________
Builder:
, ________
______________________
BUILDING CONSTRUCTION AGREEMENT
This agreement is dated ________
PARTIES
________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Client).
________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Builder).
BACKGROUND
(A). The Client is satisfied that the Builder possesses the necessary skill, experience and expertise required to provide the works for which it has been contracted.
(B). The Builder is in the business of:
________
(C). The Builder agrees to provide the construction works to the Client under the terms and conditions set out in this Agreement.
AGREED TERMS
1. INTERPRETATION
This Agreement relies on the following definitions and rules of interpretation:
Definitions
Agreement: refers to this Building Construction Agreement.
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
Business Day: a day (other than a Saturday, Sunday or public holiday) on which banks are usually open for business in England and Wales.
Building Site: the location where the building or construction work is to take place, situated at:
________
Change: an amendment to the scope, nature, volume or execution of the Works under this Agreement, or any other term of this Agreement.
Change Control: the process through which any requests to vary the agreed nature of the Works or Charges are recorded, evaluated and then approved or rejected.
Change Order: a document that details the proposed changes to the Works.
Charges: sums of money payable for the Works performed by the Builder.
Client's Equipment: any equipment, including tools, machinery, cabling or facilities, provided by the Client which is used directly or indirectly in the provision of the Works.
Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Builder in connection with the Works.
Control: the meaning given in section 1124 of Corporation Tax Act 2010.
Deliverables: any output of the Works (e.g. design drawings, proposals etc) that are to be provided by the Builder to the Client.
Intellectual Property Rights: patents, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and to 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.
Milestones: a date by which a part of the Works is to be completed, as set out in this Agreement.
Party or Parties: the Client and the Builder in this Agreement.
Works: the works set out in this Agreement.
2. COMMENCEMENT AND DURATION
(a). This Agreement shall commence on ________.
(b). This Agreement shall come to an end either through earlier termination in accordance with this Agreement; or when the Works have been fully completed by the Builder.
(c). The Builder shall provide the Client with the Works accruing under this Agreement.
3. DESCRIPTION OF WORKS
(a). The Builder shall provide the Client with the following Works:
________
(b). The Works shall be extended to include any other tasks which the Parties may agree on in writing.
(c). The Builder shall perform all Works for which it has been contracted at the Building Site.
(d). The Works shall be in line with the following milestones:
________
4. BUILDER'S RESPONSIBILITIES
(a). The Builder must use the accepted standards within its industry to perform the Works and deliver the Deliverables to the Client, under this Agreement in all material aspects. The Deliverables to be completed under this Agreement are:
________
(b). The Builder shall use reasonable endeavours to accomplish any performance datethe Milestones of this Agreement.
(c). The Builder is required to return all of the Client's Equipment given to it and used directly or indirectly in the provision of the Works within ________ days of the completion of the Works.
(d). The Builder is required to appoint a person to act as manager for the Works to be provided, in the person of ________. The Builder shall be contractually bound by the decisions or actions of the appointed person on all matters relating to the Works. Where it is reasonably necessary for the interests of the Builder's business, the Builder shall have the option of replacing the appointed person from time to time.
(e). In the event that the Building Site is subject to health and safety regulations and such regulations have been communicated to the Builder, the Builder is required to use reasonable endeavours to observe all regulations that apply to the Building Site.
5. CLIENT'S OBLIGATIONS
(a). The Client shall have the following obligations:
(I). to co-operate with the Builder in all matters concerning the Works;
(II). to appoint a person to act as manager for the Works, who shall have the authority to contractually bind the Client on matters concerning the Works in the person of ________. The Builder shall have the right to either veto or approve the person appointed as the Client's manager for the Works.
(III). to provide the Builder as well as its agents, subcontractors, consultants and employees with access to the Building Site and any other facilities that are reasonably required by the Builder. Such access shall be given in a timely manner and at no cost.
(IV). to supply the Builder with all documents and relevant information that are reasonably required by the Builder to perform the Works in a timely manner. The Client shall ensure that all documents and information provided are complete and accurate.
(V). to supply the Builder with the required items and materials, owned by the Client or a third party, which are required by the Builder to provide the works for which it has been contracted. The Client shall provide the Builder with the required materials on ________. In the event that the Client fails to provide the materials required on the specified date, the Parties shall agree to a new date on which the Client is to provide the materials. The Builder shall not be responsible for delays to the provision or completion of the Works arising from the Client's failure to provide the required materials on the specified date. The Client shall bear the full costs of the required items and materials that may be required in the performance of the contracted Works. The materials to be provided by the Client are as follows:
________
(VI). to provide the Builder with adequate information on the health and safety requirements that apply at the Building Site.
(VII). to have in its possession and keep updated all the necessary licenses and consents that are necessary to comply with all relevant legislation that may be required to enable the Builder's performance of the Works, all of which must be done before the Works start date. These consents are:
________
(VIII). The Client shall provide the following equipment for use in the provision of the Works:
________
The Client's Equipment shall be provided according to the following schedule:
________
(IX). to ensure that only the Builder's agents, employees, consultants and subcontractors are granted access to the premises where the Works will be performed.
(b). In the event that the Builder is unable to perform any of its obligations under this Agreement due to any act or omission of the Client, its agents, subcontractors, consultants or employees, without prejudice to any other right or remedy available to it, the Builder shall be permitted to extend the time for the performance of its obligations that is equal to the delay caused by the Client.
6. BUILDING SCHEDULE
(a). The Builder shall begin the provision of the Works on ________ and shall complete the Works on or prior to ________.
7. CHANGE OF SCOPE
(a). Either party shall have the right to make recommendations for changes to the Works agreed however, such a change shall only become valid when both Parties sign a Change Order. A valid Change Order must contain the following:
(I). the Works;
(II). the Builder's current charges;
(III). the timetable of the Works; and
(IV). any of the terms of this Agreement.
(b). Where the Builder intends to make a change to the Works, it shall provide the Client with a draft Change Order.
(c). Where the Client intends to make a change to the Works:
(I). it is required to inform the Builder and give as much detail as possible that the Builder may reasonably require regarding the proposed changes, including the time expectations of the proposed changes; and
(II). as soon as it is reasonably practicable to do so after the reception of the Client's proposed changes, the Builder shall provide the Client with a draft Change Order.
(d). If a Change Order is agreed upon between the Parties, each party shall sign it and this Agreement shall be amended by the Change Order.
(e). If a Change Order is not agreed upon between the Parties, either party may require that the disagreement be handled using the dispute resolution procedure set out in this Agreement.
(f). The Builder can, at its discretion, charge for the time it uses to prepare and negotiate Change Orders that implement changes proposed by the Client.
8. CHARGES AND PAYMENTS
(a). The Client shall pay the Charges for the Works provided by the Client.
(b). The Builder shall charge the Client the sum of £________ (________) for the Works.
(c). The charges shall not include the costs of travel as well as any other ancillary expenses that are reasonably incurred by persons engaged by the Builder in connection with the Works.
(d). Upon giving ________ days notice, the Builder may review the Charges upward to reflect any changes to the price of materials, changes to the Works, or any other matter which relates to the Work. The Client shall have the right to negotiate the reviewed charges with the Builder, and where is an agreement on a new charge, the reviewed charge shall be the new charge for the Works. Any increase made to the Charges shall not exceed a maximum of ________%.
(e). The Builder shall provide the Client with an invoice for the Charges at the end of each day for the works performed on that day.
(f).The Client is required to pay each invoice the Builder submits within ________ days of receipt by cash delivered or given in person to the Builder.
(g). Without affecting any other right or remedy available to the Builder under this Agreement, if the Client fails to pay the Builder any sum due under this Agreement on the due date:
(I). the Client shall pay interest on the overdue sum beginning from the date payment was due until the date that payment of the overdue sum is made, whether prior to or after judgement. Interest will accrue each day at 4% a year above the Bank of England rate from time to time but at 4% a year for any period when the base rate is below 0%.
(II). the Builder may suspend the provision of all or part of the Works until full payment has been made.
(h). All sums payable to the Builder under this Agreement:
(I). are exclusive of VAT. In addition, the Client shall pay an amount that is equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(II). 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).
9. 585522585582 28825858 852855
(a). 888 522288282558 25222522 528282225 25 25255825 52525 2588 825222222 82 252 252888822 22 252 22528, 85588 82 852882 28225 82 252 888222 525 252 582 22 85885 85588 222 82 5282588225 82 522 252225.
(b). 552 8588525 85588 2282 582 252 522288282558 25222522 225 252 2552282 8222558225 225 82 2588 825222222, 258222 8825 252 8582222 8228222 22 252 888222. 552 8588525 85588 8255 252 52822288888822 225 522 525 588 5525228 5588822 2522 252 525525258825 582 22 252 522288282558 25222522.
(c). Notwithstanding 252 2528888228 22 2588 885582, 252 8588525 85588 522582 282258582 22 588 522288282558 25222522 85885 82 85825882 28225 25825 22 252 822222822222 22 2588 825222222.
10. COMPLIANCE WITH LAWS AND POLICIES
(a). The Builder, during the performance of its obligations under this Agreement, is required to comply with the Applicable Laws.
(b). Where there are changes to the Applicable Laws which warrant a change or changes to the Works required, it shall be agreed through Change Control.
11. CONFIDENTIALITY
(a). Each party agrees that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Agreement. This confidentiality obligation shall apply at any time.
(b). Each party is only permitted to disclose the other party's confidential information:
(I). to its employees, officers, representatives, Builders, subcontractors or advisers who need to be aware of such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. When disclosing the other's party's confidential information, the disclosing party is required to ensure its employees, officers, representatives, Builders, subcontractors or advisers comply with this clause; and
(II). in connection and to the extent required by law, a court of competent jurisdiction or any government or regulatory authority.
(c). Neither party is permitted to use the confidential information of the other party for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12. LIMITATION OF LIABILITY
(a). The Builder holds insurance cover in respect of its own legal liability for individual claims up to the maximum of £________ per claim. The insurance cover which has been acquired by the Builder is limited up to the extent contained in this clause. The Client shall therefore bear the responsibility and have sole discretion in obtaining insurance to cover any excess loss.
(b). All reference to liability in this clause shall include every kind of liability that may arise under or in connection with this Agreement including but not limited to:
(I). tortious liability (including negligence);
(II). misrepresentation;
(III). restitution; or
(IV). deliberate default.
(c). Notwithstanding the kinds of liability previously listed in this clause, the following particular liabilities shall be covered by insurance:
________
(d). The Client's payment obligations under this Agreement shall not be limited by anything in this clause.
(e). Any liability which cannot be limited shall not be limited by anything in this Agreement. Such liability includes but is not limited to:
(I). death or personal injury caused by negligence; and
(II). fraud or fraudulent misrepresentation.
(f). Subject to the limitation clauses in this Agreement, the Builder's total liability to the Client:
(I). for damage to property caused by the negligence of its employees and agents in connection with this Agreement shall be up to a maximum of £________ for any one or series of connected events;
(II). for all other loss or damage which does not fall within the previous subclause shall not exceed £________.
(g). Subject to the limitation clauses in this Agreement, the Client's total liability to the Builder:
(I). for damage to the Builder's equipment or property caused by the negligence of its employees and agents in connection with this Agreement shall be up to a maximum of £________ for any one event or series of connected events;
(II). for all other losses or damage which does not fall within the previous subclause shall not exceed £________.
(h). Any caps on the Client's liabilities shall not be reduced by any amounts awarded by a court or arbitrator while exercising their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
(i). Subject to the limitation clauses in this Agreement, this clause lists the types of liability that are excluded, namely:
(I). loss of profits;
(II). loss of sales or business;
(III). loss of or damage to goodwill; and
(IV). indirect or consequential loss.
(j). Except where the Builder is notified by the Client that it wishes to bring a claim due to an event occurring within the notice period, no liability shall be imposed on the Builder for that event. The notice period for an event shall begin on the day on which the Client became, or ought reasonably to have become, aware of its grounds to make a claim in respect of the event and shall expire ________ from that date. A valid notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13. TERMINATION
(a). Either party may, without affecting any other right or remedy available to it, terminate this Agreement with immediate effect upon giving written notice to the other party in any of the following circumstances:
(I). if a material breach of any term of this Agreement is committed by the other party and (in the event that such breach can be remedied) failed to remedy that breach within a period of ________ days after being notified in writing to do so.
(II). the other party commits a repeated breach of any of the terms of this Agreement to the extent that it reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(III). the other party has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause.
(IV). the other party suspends or ceases, or threatens to suspend or cease, carrying on business.
(V). the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
(b). The Builder may, without affecting any other right or remedy available to it, terminate this Agreement with immediate effect by giving written notice to the Client if:
(I). if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ________ days after receiving notice in writing to make such payment.
(II). there is a Change Control of the Client.
14. SURVIVAL
(a). The rights, remedies, obligations or liabilities of the Parties that have accumulated up to the date of termination or expiry, shall not be affected by the termination or expiry of this Agreement. This shall extend to the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15. FORCE MAJEURE
Neither party shall be in breach of this Agreement or otherwise liable for any failure or dealt in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for ________, the party not affected may terminate this Agreement by giving ________ written notice to the affected party.
16. ASSIGNMENT AND OTHER DEALINGS
(a). The Client is not permitted to assign, transfer, mortgage, charge, subcontract, delegate, or declare a trust over a deal in any other manner with any of its rights and obligations under this Agreement.
(b). The Builder may at any time assign, mortgage, charge, declare trust over or deal in any other manner with any or all of its rights under this Agreement.
17. VARIATION
Except to the extent permitted under the Change Control clause in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18. WAIVER
(a). For a waiver of any right or remedy to be effective, it must be given in writing and shall not be deemed as a waiver of any subsequent right or remedy.
(b). If a party fails to or delays in exercising, in full or in part, any right or remedy, it shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. RIGHTS AND REMEDIES
A party's rights and remedies under this Agreement shall be in addition to, and not exclusive of, any rights or remedies available to it in law.
20. SEVERANCE
(a). If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
(b). If any provision or part-provision of this Agreement is deemed deleted under this clause, the Parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. ENTIRE AGREEMENT
(a). This Agreement constitutes the entire agreement between the Parties.
(b). Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
22. NO PARTNERSHIP OR AGENCY
(a). Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
(b). Each party confirms it is acting on its own behalf and not for the benefit of any other person.
23. THIRD-PARTY RIGHTS
(a). This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
(b). The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
24. NOTICES
(a). Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(I). delivered by hand at its registered office or place of business.
(II). sent by email to the following addresses (or an address substituted in writing by the party to be served):
Client: ________
Builder: ________
(b). Any notice shall be deemed to have been received if:
(I). it is delivered by hand at the time the notice is left at the proper address.
(II). it is sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. COUNTERPARTS
(a). This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
(b). No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
26. GOVERNING LAW
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
27. JURISDICTION
Each party irrevocably agrees that the court of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been entered into on the date stated at the beginning of it.
Signed by:
Client:
, ________
_____________________
Builder:
, ________
______________________
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