GRUN ENGINEERING LIMITED

TERMS AND CONDITIONS OF COMMERCIAL SALE

(Commercial & Industrial Flue Systems – UK & Ireland)

 

1. Definitions and Interpretation

1.1 In these Conditions, unless the context otherwise requires:

a) “Agreement” means the contract between GRUN and the Client for the Works, comprising these Conditions, GRUN’s Quotation, any agreed Schedule of Rates and any document expressly stated to form part of the contract.

b) “Client” means the person, firm, company or other entity purchasing the Works from GRUN.

c) “Conditions” means these Terms and Conditions of Commercial Sale.

d) “Construction Act” means, as applicable to the Site:

   i) for England, Wales and Scotland: the Housing Grants, Construction and Regeneration Act 1996 (as amended) and the applicable Scheme for Construction Contracts; and

   ii) for Northern Ireland: the Construction Contracts (Northern Ireland) Order 1997 (as amended) and the applicable statutory scheme; and

   iii) for the Republic of Ireland: the Construction Contracts Act 2013 (as amended) and any applicable statutory adjudication/payment provisions.

e) “Goods” means all materials, flue components, support steel, equipment and other items supplied by GRUN under the Agreement.

f) “Quotation” means GRUN’s written offer or estimate for the Works, including any schedules, clarifications and drawings issued with it.

g) “Site” means the location where the Works are to be carried out or to which Goods are to be delivered.

h) “Works” means all design, supply, installation, testing and associated services to be provided by GRUN under the Agreement, as described in the Quotation and any agreed variations.

i) “Working Day” means Monday to Friday excluding bank/public holidays applicable at the Site location.

 

1.2 Headings are for convenience only and do not affect interpretation.

1.3 References to statutes include any amendments, re-enactments or subordinate legislation.

 

2. Scope and Application

2.1 These Conditions apply to all contracts under which GRUN designs and/or supplies and/or installs and/or tests chimney and flue systems and associated works, including (without limitation):

a) design of flue systems;

b) supply of flue components, accessories and supports;

c) design and supply of supporting frames/steel where included in GRUN’s Quotation;

d) installation of flues and associated steelwork;

e) testing of systems, including smoke tests and, where specified, pressure tests.

 

2.2 The Works are intended for commercial and industrial projects only. These Conditions are not intended to govern contracts with “consumers” as defined in consumer protection legislation.

2.3 GRUN operates within the United Kingdom and Ireland. These Conditions apply to projects within those territories only, unless otherwise agreed in writing.

2.4 These Conditions apply to all GRUN Quotations, orders, deliveries, credit accounts and invoices.

2.5 Any purchase order, sub-contract order or other document issued by the Client which purports to apply the Client’s own terms and conditions shall be treated as an offer to contract on those terms only. GRUN’s acceptance of such order is expressly conditional on these Conditions applying in priority to any such client terms.

2.6 Unless expressly agreed in writing by a director of GRUN, no alternative terms, and no terms endorsed upon, delivered with or contained in the Client’s purchase conditions, order, specification or other document, shall form part of the Agreement.

 

3. Order of Precedence

3.1 If there is any conflict or inconsistency between the documents forming the Agreement, they shall take precedence in the following order:

a) these Terms and Conditions of Commercial Sale;

b) GRUN’s Quotation / offer, including any clarifications and any agreed Schedule of Rates;

c) GRUN’s design drawings, technical submissions and RAMS;

d) the Client’s specification / Employer’s Requirements / Scope;

e) the Client’s purchase order or sub-contract order.

 

4. Quotations, Validity, Surveys and Assumptions

4.1 All Quotations are given based on information, drawings and specifications made available to GRUN at the date of the Quotation and are subject to site survey.

4.2 Unless stated otherwise, all Quotations are open for acceptance for 60 days from the date of issue. GRUN may withdraw or revise any Quotation at any time prior to written acceptance by the Client.

4.3 The Client acknowledges that:

a) Any Quotation provided before a full site survey and before all relevant appliances, plant and key equipment are installed is an estimate only; and

b) If appliances or plant are not in final position at the time of survey, or if access to them is restricted, GRUN may need to amend the design, flue route, lengths, supports or method of installation. Any such amendments shall entitle GRUN to an equitable adjustment of the price and/or programme.

4.4 GRUN’s pricing is based on:

a) drawings, specifications, schedules and other information supplied by the Client; and

b) standard assumptions regarding clear access, suitable structural support, power supplies and normal working conditions during GRUN’s standard working hours.

4.5 If any of the information or assumptions referred to in clause 4.4 is later found to be incorrect, incomplete or changed (including changes in appliance type, duty, location, flue route, structure, loads, specifications or site conditions), GRUN shall be entitled to:

a) revise its design and scope accordingly;

b) a fair and reasonable adjustment to the contract price; and

c) an extension of time where the programme is affected.

4.6 Raw material price fluctuations:

a) The Client acknowledges that the cost of steel and other key raw materials is volatile. If between the date of Quotation and the date of GRUN placing orders for such materials, the market cost of those materials increases by more than 7%, GRUN may adjust the contract price to reflect the increase in material cost, applying the increase only to the affected portion of the Works.

b) GRUN shall provide reasonable evidence of the relevant cost increase upon request.

 

5. Formation of Contract and Orders

5.1 No contract shall exist until GRUN has issued a written order acknowledgement or has commenced work pursuant to an order, whichever is earlier.

5.2 GRUN shall be under no obligation to commence the Works or order Goods until it has received a written purchase order or other written instruction clearly referencing GRUN’s Quotation and the agreed price.

5.3 The Client is responsible for ensuring that its order is accurate and complete. GRUN shall not be liable for any errors arising from unclear or incorrect orders.

 

6. Design Responsibilities

6.1 Flue design: Unless otherwise stated in the Quotation, GRUN is responsible for the design of the flue system only, to the extent described in the Quotation.

6.2 Support frames / steelwork: GRUN shall only be responsible for the design of supporting frames, masts or steelwork where this is expressly included in the Quotation. Where included, GRUN shall design such items to appropriate UK/Irish standards and to the design basis stated in its technical submission.

6.3 GRUN’s design is based entirely on information provided by the Client and others, including but not limited to:

a) appliance type, duty, flue gas temperatures and composition;

b) building and structural drawings, loads, wind exposure and environmental conditions;

c) site access, plant room layout and available support structure.

If any such information is inaccurate, incomplete or altered, GRUN shall not be liable for resulting design issues and shall be entitled to additional time and cost to redesign and/or rectify the Works.

6.4 Where no formal specification is provided, GRUN may select systems, materials and routes it considers suitable and compliant with relevant standards and manufacturers’ recommendations. If a more onerous specification or standard is subsequently required, GRUN may revise its price and programme.

6.5 Drawings and coordination:

a) GRUN’s drawings, route layouts and details of supports and penetrations are contract documents and are to be treated as the agreed design for the Works.

b) The Client is responsible for ensuring that the route shown on GRUN’s drawings remains clear and unobstructed, and that all openings, sleeves, steelwork and structural supports required by GRUN are provided in the correct positions and to the required strength.

c) Other trades must coordinate their works with GRUN’s design.

6.6 Any material deviation from GRUN’s design or route (including changes in appliance position, ceiling/roof penetrations, framing, support points or access) must:

a) be notified to GRUN as soon as it is contemplated;

b) be agreed by GRUN in writing; and

c) be covered by an approved variation / purchase order before GRUN proceeds with related extra work.

6.7 Intellectual property:

a) GRUN retains all right, title and interest in its designs, drawings, calculations, proposals and other intellectual property, whether or not the Works proceed.

b) Title in such IP shall not pass to the Client unless and until GRUN has been paid in full for the Works (including variations).

c) The Client is granted a non-exclusive, non-transferable licence to use GRUN’s design solely for the purposes of constructing, operating and maintaining the Works at the Site.

d) The Client shall not provide GRUN’s designs or pricing to competitors, nor use them to procure equivalent systems from others, without GRUN’s prior written consent.

 

7. Site Conditions, Access, Working Hours and Abortive Visits

7.1 Unless otherwise agreed, GRUN’s standard working hours are 08:00 to 16:30 on Working Days. Work outside these hours, or at weekends or nights, will be chargeable at enhanced rates.

7.2 The Client shall, at its own cost, ensure that:

a) safe, reasonable and uninterrupted access is available to all work areas during GRUN’s working hours;

b) the structure is ready, including any slabs, roofs, walls, frames and supports required for the Works;

c) all preceding trades (e.g. builderswork, steelwork, plant installation) are sufficiently complete for GRUN to start;

d) adequate welfare facilities (including toilets and welfare cabins) are made available to GRUN’s personnel;

e) any scaffold, edge protection, standing scaffold, crash decks, cranes, telehandlers or MEWPs required for the Works are provided by the Client free of charge, unless expressly included and priced in GRUN’s Quotation;

f) clear lines/levels and datums are provided where requested.

7.3 GRUN will supply its own labour, tools, PPE and small plant for the Works, unless otherwise agreed. Where GRUN’s Quotation expressly includes the provision of scaffold, edge protection, plant or MEWPs:

a) such items will be provided only to the extent and for the duration stated in the Quotation; and

b) any extension of hire or change in specification required due to delays or changes caused by the Client or others shall be chargeable as a variation.

7.4 If GRUN attends Site but is unable to proceed with the Works, or is significantly delayed, due to circumstances outside its reasonable control, including (without limitation):

a) Site not ready or incomplete preceding works;

b) unsafe or non-compliant site conditions;

c) lack of permits, inductions or access;

d) obstructions in the agreed flue route;

e) unavailability of required power supplies, access equipment or welfare;

f) failure of others to perform; or

g) unreasonable interference by other trades;

then GRUN may treat such time as abortive or standby and may charge the Client:

• an abortive / standby day rate of £1,072.50 per team per day, or £134 per hour, subject to a minimum charge equivalent to one full day per team.

These charges are intended to represent a reasonable estimate of GRUN’s costs and losses arising from unproductive attendance and disruption.

7.5 Cancellation / re-programming of visits:

a) The Client must give at least 48 Working Hours’ notice (excluding weekends and bank holidays) if it wishes to cancel or re-schedule any planned Site visit or installation period.

b) If the Client cancels or re-schedules with less than 48 Working Hours’ notice, GRUN may charge the full day rate for each team and day affected, at the rates set out in clause 7.4 or in the relevant Schedule of Rates.

7.6 Health & Safety:

a) GRUN will prepare and work in accordance with its own Risk Assessments and Method Statements (“RAMS”).

b) GRUN may refuse to commence or may suspend the Works immediately if, in its reasonable opinion, Site conditions are unsafe or not as described in the RAMS or in law. In such circumstances, any idle time shall be treated as abortive/standby and chargeable under clause 7.4.

c) The Client is responsible for overall Site health and safety, coordination of trades and ensuring that its own rules and the activities of other contractors do not compromise GRUN’s safe operation.

 

8. Delivery, Risk, Title and Storage

8.1 Unless otherwise agreed, Goods will be delivered to the Site at ground level.

8.2 Risk in the Goods passes to the Client upon delivery to the Site or to any other location agreed with the Client.

8.3 Title in all Goods supplied by GRUN (including Goods fixed to the Works) shall remain with GRUN until GRUN has received payment in full of all sums due to it under the Agreement (including the price, variations, interest and any other sums).

8.4 Until title passes, the Client shall:

a) hold the Goods as bailee for GRUN;

b) store the Goods separately and keep them clearly identifiable as GRUN’s property;

c) not remove, sell, pledge or otherwise dispose of or encumber the Goods; and

d) keep the Goods insured for their full replacement value against all usual risks, noting GRUN’s interest.

8.5 If the Client defaults in payment, becomes insolvent or otherwise materially breaches the Agreement, GRUN may, without prejudice to its other rights, enter any premises where the Goods are stored or installed and remove and/or resell them, and the Client grants GRUN an irrevocable licence for that purpose, so far as permitted by applicable law.

8.6 The Client is responsible for off-loading all deliveries (unless expressly stated otherwise in the Quotation) and for safe, secure storage and protection of materials on Site once delivered.

8.7 If the Client is unable or unwilling to accept delivery on the agreed date:

a) delivery shall be deemed to have taken place;

b) risk shall pass to the Client; and

c) GRUN may arrange storage of the Goods at the Client’s risk and expense, charging £80 per week (or part thereof) plus any additional insurance, handling and redelivery costs.

 

9. Variations, Additional Work and Schedule of Rates

9.1 No variation to the Works shall be valid unless instructed in writing by an authorised representative of the Client and accepted by GRUN.

9.2 GRUN shall be entitled to payment for any variation or additional work arising from (without limitation):

a) changes in specification, design, scope, quantities or programme requested by the Client;

b) changes arising from inaccurate or incomplete information supplied by the Client or others;

c) Site conditions that differ materially from those reasonably foreseeable from the information provided;

d) additional visits, re-attendance or re-work due to the acts or omissions of the Client or others;

e) extended hire or use of access equipment or plant caused by delays or re-sequencing not attributable to GRUN.

9.3 In urgent circumstances, GRUN may act on a verbal instruction, but the Client shall confirm such instruction in writing as soon as reasonably practicable. The absence of a signed written instruction shall not preclude GRUN from being paid for work clearly directed by the Client.

9.4 Variations shall be valued using:

a) any Schedule of Rates agreed between the parties and attached to the Quotation or Agreement; or

b) if no such schedule exists, fair and reasonable rates and prices based on GRUN’s then-current commercial day rates and actual material and plant costs plus a reasonable margin.

9.5 For guidance, GRUN may publish standard commercial rates including, for example:

a) a team day rate (head fitter plus assistant) for abortive and variation works;

b) a typical labour-only day rate of £450 per day where a labourer is supplied without a fitter; and

c) hourly equivalents where appropriate.

The precise prevailing rates applicable to a particular Project will be as set out in GRUN’s separate Day Rates & Installation Teams Schedule, which forms part of the Agreement where issued with the Quotation.

 

10. Testing, Completion, Defects and Warranty

10.1 Testing:

a) GRUN will carry out a smoke test on each flue system it installs as standard, unless otherwise agreed.

b) Pressure testing will be undertaken where specifically included in the Quotation or subsequently instructed as a variation.

10.2 Practical completion of GRUN’s Works shall occur when:

a) installation of the Works is substantially complete;

b) any required smoke/pressure tests have been carried out; and

c) any material defects identified at that stage have been rectified or listed on a defects/snagging list agreed between the parties.

10.3 Warranty:

a) GRUN warrants that its workmanship shall be free from material defects for 12 months from the date of GRUN’s practical completion of the Works.

b) Where agreed, the 12-month period may instead run from the date of first operation of the associated plant, provided this is no later than 3 months after practical completion of GRUN’s Works.

c) Warranties on materials are back-to-back with those given by the relevant manufacturer or supplier. GRUN’s obligation is limited to passing on the benefit of any such warranties to the Client, to the extent permitted.

10.4 The warranty in clause 10.3 does not apply to defects arising from:

a) misuse, neglect or lack of maintenance;

b) damage caused by other trades, impact or external events;

c) alterations or repairs carried out by persons other than GRUN without GRUN’s prior agreement;

d) changes in appliance type, duty, firing rate or operating conditions beyond those notified to and accepted by GRUN;

e) corrosion, fouling or failure caused by flue gases outside the design parameters;

f) failure of the Client to follow manufacturer’s instructions or GRUN’s O&M manuals.

10.5 Defect notification and investigation:

a) The Client shall notify GRUN promptly in writing upon becoming aware of any alleged defect.

b) GRUN shall be given the first opportunity to investigate and, where appropriate, rectify any defect within a reasonable time.

c) If GRUN attends Site and the reported issue is found not to be due to its design or workmanship, GRUN may charge the visit and any remedial work at its normal day rates (including travel, labour, plant and materials).

10.6 The warranties in this clause 10 are the Client’s sole and exclusive remedies for defects in GRUN’s Works, and are in place of any other warranties or conditions, express or implied, to the fullest extent permitted by law.

 

11. Cancellation, Suspension and Termination

11.1 Cancellation before ordering bespoke materials:

a) If the Client cancels the Agreement or materially reduces the scope after GRUN has commenced design but before GRUN orders bespoke flue components or steel, the Client shall pay:

i. a design/drawing fee of £400 + VAT; and

ii. if GRUN has carried out a measurement survey on the basis that an order would be placed, an additional £400 + VAT survey fee.

11.2 Cancellation after ordering bespoke materials:

If the Client cancels or materially reduces the Works after GRUN has placed orders for bespoke flue components and/or steel, the Client shall pay:

a) 100% of the material cost of all such bespoke items ordered or committed;

b) the £400 design fee (if not already paid) and any survey fee due under clause 11.1; and

c) an administration fee of £250 + VAT to cover procurement and management time.

11.3 Removal from Site / wrongful termination by Client:

If the Client removes GRUN from Site, refuses access, engages others to complete the Works without valid cause or otherwise prevents GRUN from performing the Works in circumstances where GRUN is not in material breach, this shall be treated as a termination for Client convenience. GRUN shall be entitled to:

a) suspend the Works immediately;

b) invoice for:

i. all Works carried out up to the date of termination;

ii. all Goods ordered, manufactured or committed (including handling and delivery costs);

iii. any demobilisation and remobilisation costs; and

iv. any other direct loss or expense reasonably incurred; and

c) exercise its rights under clauses 8.3–8.5 in respect of Goods for which title has not yet passed.

11.4 Non-payment:

a) If the Client fails to pay any sum by the final date for payment, GRUN may, after giving any notices required under the Construction Act, suspend performance of all or part of the Works until payment is made in full.

b) If payment remains outstanding after suspension, or if the Client commits any other material breach (including insolvency events), GRUN may terminate the Agreement with immediate effect by written notice and recover all sums and losses due to it.

11.5 Immediate suspension for serious breach:

GRUN shall have the right to suspend the Works immediately (without liability) where:

a) Site conditions pose a serious and imminent risk to health and safety;

b) GRUN reasonably believes the Client to be insolvent or unable to pay its debts; or

c) there is any other serious breach that makes it unreasonable to continue.

In such cases, GRUN may invoice for all work, materials and costs incurred up to the suspension date and for any demobilisation costs.

 

12. Price, Invoicing, Payment, Retention and Applications

12.1 The contract price shall be as stated in GRUN’s Quotation and order acknowledgement, adjusted for any agreed variations, dayworks and additional charges under these Conditions. All prices are exclusive of VAT, which shall be charged at the applicable rate. Where the VAT reverse charge for construction services applies, GRUN will invoice in accordance with that regime.

12.2 Unless stated otherwise in the Quotation, GRUN will normally invoice:

a) for supply-only orders – on or after delivery of Goods;

b) for design & installation projects – monthly in arrears based on the value of Works properly executed and/or Goods delivered; and

c) at key milestones or stages where expressly provided in the Quotation.

12.3 Standard payment terms are 30 days from the date of GRUN’s invoice, unless otherwise agreed in writing.

12.4 Under no circumstances will GRUN accept contractual payment terms longer than 60 days end of month (EOM). Any longer terms appearing in the Client’s documents are hereby rejected unless expressly agreed in writing by a director of GRUN and priced accordingly.

12.5 GRUN does not ordinarily agree to retention. If the Client insists on retention and GRUN expressly accepts it in writing:

a) GRUN reserves the right to increase its prices to reflect the cost of retention;

b) the level of retention shall not exceed 3% of the contract value; and

c) the release profile for such retention shall be as specifically agreed in writing.

12.6 GRUN does not accept “pay when paid” or “pay if paid” arrangements. The Client’s obligation to pay GRUN is not conditional upon the Client being paid by its own client or funder. Any such clause in the Client’s documents shall have no effect unless expressly agreed in writing by a director of GRUN on a project-specific basis.

12.7 Application for payment / online portals:

If the Client requires GRUN to submit payment applications through a specific portal or payment management system (including, without limitation, COINS, Payapps, Causeway or similar), GRUN shall be entitled to charge an administration fee of £40 + VAT per application, plus any third-party portal charges, in addition to the contract price.

12.8 Late payment:

a) If the Client fails to pay any sum by the due date, GRUN shall be entitled (without prejudice to its other rights) to charge interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate, calculated on a daily basis from the due date until payment is received in full.

b) GRUN shall also be entitled to recover its reasonable costs of debt recovery in accordance with the Late Payment of Commercial Debts legislation (or the equivalent applicable legislation in the Site jurisdiction).

12.9 Set-off:

The Client may only set off or deduct sums against payments due to GRUN where:

a) the relevant sum has been agreed in writing by GRUN; or

b) the Client has obtained a final determination in its favour by a court, adjudicator or arbitrator and the sum is due and payable.

No other unilateral set-off, contra-charge or deduction (including estimated damages, alleged costs, or retention not agreed by GRUN) shall be permitted.

12.10 Construction Act payment notices (where the Construction Act applies):

a) The date of GRUN’s invoice shall be the due date for payment unless otherwise stated in the Quotation.

b) The final date for payment shall be 30 days from the invoice date unless otherwise stated in the Quotation.

c) GRUN’s invoice shall constitute a valid payment notice for the purposes of the Construction Act to the extent permitted.

d) If the Client intends to pay less than the sum stated as due, the Client must issue a valid pay-less notice within the timescales required by the Construction Act (or, if not specified, no later than 7 days before the final date for payment). The Client remains obliged to pay the notified sum in the absence of a valid and timely notice.

 

13. Insurance and Limitation of Liability

13.1 GRUN shall maintain, for the duration of the Works, appropriate insurances including (as applicable):

a) Employers’ Liability Insurance;

b) Public / Products Liability Insurance;

c) Contractors’ All Risks; and

d) where GRUN provides design, Professional Indemnity Insurance,

in each case with limits of indemnity appropriate to the nature and value of the Works.

13.2 Nothing in these Conditions shall exclude or limit GRUN’s liability for:

a) death or personal injury caused by its negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot be excluded or limited at law.

13.3 Subject to clause 13.2, GRUN’s total aggregate liability to the Client under or in connection with the Agreement (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall be limited to the lesser of:

a) the total amount payable by the Client to GRUN under the Agreement; and

b) the amount actually recoverable by GRUN under the relevant insurance policy in respect of the event giving rise to the claim,

and in all cases shall not exceed the total amount payable by the Client to GRUN under the Agreement.

13.4 GRUN shall not be liable for:

a) any loss of profit, loss of revenue, loss of production, loss of use, loss of business or loss of opportunity;

b) any indirect, special or consequential loss or damage;

c) any delay or disruption caused by factors outside its reasonable control, save as provided in any agreed extension of time.

13.5 GRUN will not accept liquidated damages, penalties or guaranteed damages of any kind, unless expressly agreed in writing in the Quotation and priced accordingly.

13.6 GRUN’s obligations are to:

a) exercise reasonable skill and care in performing the Works; and

b) provide systems that comply with applicable standards and manufacturers’ recommendations,

but GRUN does not give any “fitness for purpose” warranty or guarantee beyond such compliance.

 

14. Confidentiality and Non-Disclosure

14.1 All pricing, rate schedules, designs, drawings, calculations, proposals, RAMS and other documents produced by GRUN are confidential and remain the property of GRUN.

14.2 The Client shall:

a) keep such information confidential;

b) use it only for the purposes of the Project; and

c) not disclose it to any third party (other than its professional advisers and the project team on a need-to-know basis) without GRUN’s prior written consent.

14.3 The Client shall not use GRUN’s confidential information to “shop around” or obtain competing quotations for identical or substantially similar designs from others without GRUN’s written permission.

 

15. Subcontracting

15.1 GRUN may, at its discretion, subcontract any part of the Works to competent subcontractors, but shall remain responsible to the Client for the performance of such subcontracted parts.

15.2 GRUN is not required to obtain the Client’s consent to the appointment of subcontractors, unless expressly agreed otherwise in writing.

 

16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay is due to events beyond its reasonable control, including (without limitation):

a) acts of God, flood, storm, earthquake or other natural disaster;

b) war, terrorism, riot or civil commotion;

c) strikes, lock-outs or other industrial disputes (not involving that party’s own workforce to a material extent);

d) epidemics, pandemics or governmental restrictions;

e) acts of government or regulatory authorities;

f) fire, explosion or major accidents; or

g) failure of transport, utilities or supply chains.

16.2 The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect. The time for performance shall be extended by a period equal to the duration of the force majeure event.

16.3 If a force majeure event continues for more than three months, either party may terminate the Agreement on written notice, without liability for compensation, but the Client shall pay GRUN for all Works properly carried out and committed costs up to the date of termination.

 

17. Dispute Resolution

17.1 The parties shall endeavour to resolve any dispute or difference arising under the Agreement as follows:

a) initially, through discussions between the respective project managers or contract administrators;

b) if unresolved within 14 days, through a meeting between senior management / directors of each party.

17.2 If the dispute is not resolved within a further 14 days, either party may refer it to adjudication in accordance with the Construction Act and the applicable statutory scheme/regulations in force in the jurisdiction of the Site at the time of the referral.

17.3 The adjudicator’s decision shall be binding on an interim basis and the parties shall comply with it unless and until it is revised by agreement, arbitration or litigation.

17.4 Subject to any adjudication, the governing law of the Agreement and the courts with jurisdiction shall be those of the jurisdiction in which the Site is located, and those courts shall have exclusive jurisdiction.

 

18. Notices

18.1 Any notice given under the Agreement shall be in writing and may be delivered by hand, sent by pre-paid first class post, or sent by email to the address or email specified in the Quotation or otherwise notified in writing.

18.2 Notices sent by post shall be deemed received two Working Days after posting; notices delivered by hand shall be deemed received at the time of delivery; notices sent by email shall be deemed received at the time of transmission, provided no delivery failure message is received.

 

19. Miscellaneous

19.1 Entire agreement: The Agreement constitutes the whole agreement between the parties and supersedes any prior agreements or understandings. The Client acknowledges that it has not relied on any statement, promise or representation not set out in the Agreement.

19.2 Severability: If any provision of these Conditions is held invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force.

19.3 No waiver: No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

19.4 Assignment: The Client shall not assign or transfer any of its rights or obligations under the Agreement without GRUN’s prior written consent. GRUN may assign or novate the Agreement to a group company or purchaser of its business on notice to the Client.

19.5 Future orders: These Conditions shall apply to all future quotations and orders between GRUN and the Client unless expressly replaced by a later written version issued by GRUN.

 

End of Terms and Conditions of Commercial Sale – GRUN Engineering Limited