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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
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Terms and Conditions - Subcontractors
GRUN ENGINEERING LIMITED
SUBCONTRACTOR TERMS & CONDITIONS
1. PARTIES, PURPOSE AND DEFINITIONS
1.1 These Subcontractor Terms & Conditions ("Terms") govern the relationship between Grun Engineering Limited ("Grun", "we", "us", "our") and the subcontractor named in the relevant purchase order or work instruction ("Subcontractor", "you", "your").
1.2 These Terms are intended to (a) protect health and safety, quality, programme and client relationships, and (b) ensure that scope, cost and authority are controlled strictly through Grun's purchase orders and written instructions.
1.3 Definitions:
(a) "Project" means any job, site, visit, survey, snag, remedial, call-back, or scope of works described in a Purchase Order ("PO"), job sheet, RAMS, drawing pack, survey brief, programme, or written instruction issued by Grun.
(b) "PO" means a written Grun purchase order (or equivalent written instruction issued by an Authorised Person) that confirms scope, dates, rates and any expressly agreed extras/variations.
(c) "Variation" means any change to scope, sequence, access method, programme, working hours, labour/resources, testing requirements, materials, or any other factor that may affect cost or time compared to the PO.
(d) "Authorised Persons" means Grun's Project Manager Nathan Lawley and Grun's Director Thomas Meakin, or any replacement notified by Grun to you in writing.
(e) "Practical Completion" means completion of the Project as a whole and sign-off/acceptance by the main contractor and/or client (or other formal practical completion mechanism under the main contract). This definition applies for warranty purposes.
(f) "Head Fitter" means the lead installer responsible for your team on site. There is no separate "Supervisor" role; supervisory responsibility sits with the Head Fitter.
(g) "Operative" means any labourer/installer/assistant working under the Head Fitter.
(h) "RAMS" means risk assessments and method statements issued by Grun and/or the main contractor for the Project, and any site-specific risk documents/permits.
(i) "PPR" means Grun's Project Progress Report or other Grun-required daily/visit-end reporting record.
(j) "Survey Form" means the Grun Engineering Survey Form (latest version) and all required supporting information.
(k) "Completion Photos" means a full set of photographs showing the completed works to Grun's reasonable requirements (including overall views and key detail shots).
(l) "Day" means a working day on site as defined by the Project working hours and site rules.
2. STATUS (INDEPENDENT SUBCONTRACTOR) AND GENERAL RESPONSIBILITY
2.1 You are engaged as an independent subcontractor. Nothing in these Terms creates employment, worker status, partnership, agency or joint venture.
2.2 You are responsible for your own tax, National Insurance, CIS (if applicable), VAT (if applicable) and statutory obligations.
2.3 You are fully responsible for the competence, conduct, supervision and safety of your personnel and for compliance with these Terms, RAMS, site rules, manufacturer instructions and applicable law.
2.4 Where you provide a Head Fitter and one or more Operatives as a team, the Head Fitter is fully responsible for:
(a) the Operatives' work and output;
(b) their behaviour and conduct on site; and
(c) their safety and adherence to RAMS and regulations.
Any mistake, defect, damage or non-compliance by an Operative will be treated as the responsibility of the Head Fitter and the Subcontractor.
2.5 You must ensure your personnel have the right to work in the UK and any site-required clearances (including DBS where required). Grun may request evidence at any time.
3. ONBOARDING, DOCUMENTS AND "NO PAPERWORK, NO PAYMENT"
3.1 You must complete Grun's subcontractor onboarding process (including the Subcontractor Registration & Qualification Form / JOT Form where applicable) and provide all requested documents (including evidence of competence and insurances) as a condition of working for Grun.
3.2 No payment will be authorised for any work (including urgent work already carried out) until onboarding is complete and accepted by Grun.
3.3 You must keep all onboarding information and documents current. If any required insurance expires during a Project, Grun may withhold payment until updated evidence is received and accepted.
3.4 By submitting onboarding information, you warrant it is true, accurate, current and applicable. Any falsification may result in removal from site and withholding of payment.
4. COMPETENCE, TRAINING, TICKETS AND SITE RULES
4.1 You must be competent to carry out the works and must supply copies of relevant qualifications, tickets and training certificates as requested by Grun and/or the main contractor/client.
4.2 You must ensure your personnel hold the site-required minimum training and authorisations, including where applicable:
- CSCS/skills cards or equivalent;
- working at height;
- asbestos awareness;
- manual handling;
- PASMA/IPAF and harness/fall arrest where relevant;
- face fit where RPE is required;
- first aid awareness; and
- any client/site-specific induction and training.
4.3 You must not undertake any activity for which you are not trained/authorised. If in doubt, you must stop work and contact Grun.
5. INSURANCE
5.1 You must maintain, at your own cost:
(a) Public Liability Insurance with a minimum indemnity limit of GBP 5,000,000; and
(b) Employers' Liability Insurance where you employ anyone.
5.2 Evidence of insurance must be provided during onboarding and on request. Grun may refuse site access and/or withhold payment where valid insurance is not in place.
6. HEALTH, SAFETY AND COMPLIANCE
6.1 You must comply with all applicable health and safety law, RAMS, site rules, permits-to-work and safe systems of work.
6.2 You must read and understand RAMS before starting work. By attending site you confirm you have read and understood RAMS and you have the tools and equipment needed to work safely.
6.3 Stop work authority: If RAMS do not reflect real conditions, or if you believe work cannot be carried out safely or legally, you must stop work immediately and contact Grun. You must not proceed until the issue is resolved and confirmed by Grun in writing where appropriate.
6.4 Accidents and incidents: You must promptly report to Grun management any accident, incident, near miss, unsafe condition, enforcement action, or property damage involving you/your personnel. Where applicable you must assist with reporting requirements (including RIDDOR where required).
6.5 You must comply with any main contractor/client permit systems (e.g. hot works, roof access, confined space, isolation/lock-off, lifting operations, work at height permits). Failure to comply is grounds for removal from site and non-payment for affected works.
7. WORKING HOURS, BREAKS AND SITE TIME
7.1 Start/finish times and site rules will be set by Grun and/or the main contractor.
7.2 Breaks are unpaid unless the PO expressly states otherwise.
7.3 Unless the PO expressly states otherwise, travel time, fuel, accommodation time, subsistence time, and non-productive time off site are deemed included within the agreed rates.
8. PURCHASE ORDERS, AUTHORITY, VARIATIONS AND COST CONTROL ("NO PO, NO PAY")
8.1 No PO, no pay. You must not commence work without a valid PO or written instruction issued by an Authorised Person. If you attend site without a PO/written instruction, you do so at your own risk.
8.2 Scope and price are controlled by the PO. Your invoice must only include sums that match the PO (including dates and agreed basis). Sums not shown on the PO/variation PO are not payable.
8.3 Variations/extras must be pre-authorised. If anything is likely to increase cost/time/resources (including additional operatives, weekend work, night shifts, access changes, additional visits, additional testing, changed methods, unexpected constraints or any "extra"):
(a) you must notify Grun before carrying out the changed work;
(b) you must obtain written approval by email from an Authorised Person; and
(c) you must receive a PO/variation PO by email before proceeding.
Anything not authorised by email and confirmed by PO/variation PO is not payable.
8.4 Writing means email and PO only. Verbal instructions, WhatsApp, text message or "site chat" do not authorise variations, extra cost, extended time or scope changes.
8.5 Maximum day rate cap (unless expressly varied): Unless expressly stated otherwise on the PO/variation PO (issued by an Authorised Person), Grun will not pay more than GBP 750 per Day for a two-person team, inclusive of all costs (including travel, fuel, accommodation, subsistence, parking, tolls, congestion charges, small tools and normal consumables).
8.6 Uplifts allowed only by PO: Night shifts, weekend work, and additional operatives are only payable where expressly agreed in writing by an Authorised Person and included on a PO/variation PO. You must notify Grun in advance if you intend to use additional operatives and you must not deploy additional operatives unless the PO/variation PO covers them.
8.7 Delay/standby/waiting time: Any delay, standby or waiting time is payable only if:
(a) it is expressly stated on the PO/variation PO; or
(b) Grun confirms in writing by email that it is payable, and it is recorded on the PPR for that Day/visit.
Delay time not recorded on the PPR (and not agreed as above) is not payable.
9. SURVEYING REQUIREMENTS, ACCURACY AND COST RECOVERY
9.1 Where you are instructed to survey (pre-start, progress survey, as-built, snag investigation, leak/defect investigation or otherwise), you must complete the Survey Form fully and accurately, including all required measurements, appliance details and supporting information required by Grun.
9.2 No payment for survey work will be released unless and until the Survey Form is received, complete, and accepted by Grun.
9.3 Survey accuracy duty: You are responsible for the accuracy and completeness of survey information you provide. You must ensure you capture all critical dimensions and relevant appliance/plant details required to quote, design, order materials, plan access and execute the works.
9.4 If incorrect or missing survey information causes re-attendance, rework, incorrect ordering, abortive visits, delays, or client/main contractor recharges, you will be liable for Grun's reasonable evidenced costs arising from that failure. This may include (without limitation) return visits, additional labour, replacement materials reasonably incurred, access equipment, travel and accommodation where necessary, and the cost of deploying others to obtain missing information or correct the issue.
10. MATERIALS, DRAWINGS AND DESIGN RESPONSIBILITY
10.1 Grun will normally supply key materials and drawings/sketches showing the intended route/installation concept.
10.2 Drawings are guidance only; site conditions may differ. You must check measurements, obstructions and safe installation feasibility on site.
10.3 You must not proceed with work that is clearly unsafe or non-compliant. If an instruction appears unsafe or non-compliant, stop and contact Grun immediately. Do not proceed until the issue is resolved and confirmed by Grun in writing where appropriate.
10.4 You may change the design/route on site only where the original design does not work on site and the revised approach remains safe and compliant. You must:
(a) record the reason and the change on the PPR;
(b) notify Grun as soon as practicable; and
(c) obtain written confirmation from Grun where the change impacts cost, programme, materials or access method (see clause 8).
10.5 You must not make design promises, guarantees or commercial commitments directly with the client. All such matters must go through Grun management.
11. QUALITY, TESTING AND HANDOVER
11.1 You must install in accordance with manufacturer instructions, applicable standards and regulations, Grun RAMS/instructions, and site rules.
11.2 You must protect finishes and keep the work area tidy. You must remove waste generated by your works unless the PO states otherwise. You must not leave hazardous waste behind.
11.3 Testing: Where smoke testing, pressure testing, commissioning support or other verification is required by Grun, the client, RAMS or manufacturer guidance, you must:
(a) be competent and properly equipped; or
(b) notify Grun in advance if you are not competent/do not have the kit so Grun can plan alternatives.
11.4 Completion documentation: You must provide PPRs, required test records and Completion Photos as a condition of completion. Grun may withhold payment until documentation is complete and accepted.
12. COMPLETION PHOTOS (PAYMENT GATE)
12.1 You must provide Completion Photos as part of completion documentation for each visit/Project as required by Grun.
12.2 Completion Photos must be sufficient to evidence quality, compliance and key installation details to Grun's reasonable requirements.
12.3 Grun may withhold payment until Completion Photos are received, complete, and accepted.
13. INVOICING, SUBMISSION ADDRESS, QUERIES AND PAYMENT TIMING
13.1 Invoices must be submitted to accounts@gruneng.com. Grun may treat invoices sent elsewhere as not received.
13.2 You do not need to attach documents to invoices. However, payment remains conditional upon the required Project documentation having been submitted and accepted (including PPRs, Survey Forms where applicable, test records where applicable, and Completion Photos).
13.3 Invoices must clearly state:
(a) PO number;
(b) Project/site;
(c) dates worked/visited; and
(d) the agreed rate/basis matching the PO (and any authorised variation PO).
13.4 Payment terms are 60 days from invoice date.
13.5 Payment run: Grun's payment run is on Fridays. Where a due date falls on a non-payment day, payment will be made on the next available Friday, subject to these Terms (including withholding and set-off rights).
13.6 Invoice queries: Grun may raise invoice queries or disputes within 60 days of receipt of the invoice. Where a query is raised, Grun may withhold the disputed portion until resolved.
13.7 No retention: Grun does not operate retention unless expressly stated on the PO.
13.8 No interest/charges: No interest, late-payment charges, admin fees or similar are payable by Grun unless expressly agreed in writing by an Authorised Person.
14. CANCELLATIONS, NON-ATTENDANCE AND RESCHEDULING
14.1 Grun may cancel, suspend, amend, or reschedule works where required by the client, programme, access constraints, safety concerns, design changes, weather, supply constraints, or operational reasons. Grun will give as much notice as reasonably practicable.
14.2 Where Grun cancels/reschedules, Grun's liability is limited to payment for properly performed work already completed under the PO up to the effective time of cancellation (and only where supported by site records and required documentation). Grun is not liable for loss of profit, standby time, demobilisation costs, or consequential losses unless expressly agreed in writing.
14.3 If you cancel, fail to attend, or are unable to work (including due to vehicle breakdown, sickness, staffing issues or personal matters), Grun may:
(a) cancel the PO and reallocate the works;
(b) recover direct costs reasonably incurred as a result (including re-mobilisation, hire, accommodation, and client recharges); and/or
(c) set off those costs against sums otherwise due to you.
14.4 You are responsible for maintaining reliable transport, labour availability, and contingency cover.
15. WARRANTY, DEFECTS, LEAKS AND CALL-BACKS
15.1 You warrant your workmanship for 12 months from Practical Completion (not from the date you leave site).
15.2 If, within the warranty period, any leak/defect/non-compliance arises due to workmanship, you must:
(a) attend within a reasonable time (normally within 7 calendar days of notification unless otherwise agreed in writing);
(b) diagnose and rectify at your own cost; and
(c) make good disturbance caused by your remedial works.
15.3 If you fail to attend as required or are unable/unwilling to return within the agreed timescale, Grun may send others to complete the remedial works and recover reasonable evidenced costs from you (including labour, access equipment, travel/accommodation where necessary, and materials) by set-off or invoice.
15.4 If the root cause is proven to be a material/manufacturer defect (not installation), Grun will pursue the supplier/manufacturer. Any reimbursement to you is at Grun's discretion and only to the extent Grun is reimbursed.
15.5 You indemnify Grun against losses, claims, costs and liabilities arising from defective or non-compliant workmanship to the extent permitted by law.
16. TOOLS, PPE, EQUIPMENT, PAT TESTING AND CARE OF PROPERTY
16.1 You must supply all hand tools, power tools, access steps, transformers/leads, and PPE required to complete the work safely unless the PO expressly states otherwise.
16.2 Your equipment must be fit for purpose and (where applicable) PAT tested/inspected in line with good practice and site requirements. You must provide evidence on request.
16.3 Any Grun-provided branded PPE/uniform remains Grun's property and must be returned on request. Reasonable recovery/administration costs may be charged if not returned.
16.4 All hired/third-party equipment must be treated with care. Loss/damage attributable to you/your personnel may be recharged.
16.5 You are responsible for any damage you/your personnel cause to the site, building, equipment, finishes or third-party property. Grun may recover reasonable evidenced repair/reinstatement costs.
17. INSTRUCTIONS, CLIENT INTERACTION AND INFORMATION CONTROL
17.1 You must take instructions only from Grun (via an Authorised Person or an appointed Grun site lead notified in writing). You must not take instruction from the client, end user, or other contractors.
17.2 If any person on site (including the client, main contractor or another trade) attempts to instruct you to change scope/method/programme, you must refer them to Grun and record the interaction on the PPR.
17.3 You must not share Grun internal information (rates, commercial terms, disputes, internal process, methods, or any other non-public information) with the client or other contractors. Client requests for instructions must be directed back to Grun.
17.4 You must not represent yourself as authorised to vary scope, price, programme, or design on Grun's behalf.
18. CONDUCT, SECURITY, FILMING/POSTING AND REPUTATION
18.1 While on Grun Projects you represent Grun. You must behave professionally, comply with site rules, and not engage in behaviour that could damage Grun's reputation.
18.2 Zero tolerance: no working under the influence of alcohol or drugs.
18.3 You must comply with site security requirements, sign-in/sign-out rules, ID/badge requirements and any restricted-area rules.
18.4 You must not film, photograph for personal/social use, or post any site content online without Grun's prior written consent. Completion Photos for Grun records are permitted and required.
18.5 Grounds for immediate removal include (without limitation): unsafe work, drugs/alcohol, repeated no-shows, arguing with the client, filming/posting site content without consent, poor hygiene/appearance that damages Grun's reputation, invalid/expired insurance, lack of competence, or serious breach of RAMS/site rules.
19. RIGHT TO AUDIT AND ONGOING COMPLIANCE
19.1 Grun may request evidence at any time of current insurances, competencies, tickets, training, right-to-work and required site clearances. You must provide evidence promptly.
19.2 Failure to provide evidence on request may result in removal from site and/or withholding of payment until evidence is provided and accepted.
20. SUBCONTRACTING, SUBSTITUTION AND PERSONNEL CONTROL
20.1 You must not subcontract, assign, novate, or sub-subcontract any part of the works without Grun's prior written approval.
20.2 You must not substitute personnel (including Head Fitter) without Grun's prior written approval where the change affects competency, supervision or site permissions.
20.3 You must ensure all personnel attending site are suitably trained/competent for the tasks and comply with these Terms.
21. CONFIDENTIALITY, DATA PROTECTION AND RECORDS
21.1 You must keep confidential all non-public information relating to Grun, the client, the Project, pricing, drawings, methods, RAMS and internal processes.
21.2 You must handle any personal data you encounter lawfully and securely and comply with applicable data protection law. You must not retain client personal data longer than necessary for the Project and must not use it for marketing.
21.3 You must not use Project photos, drawings, client names or site locations for marketing, case studies or portfolio purposes without Grun's prior written consent.
22. NON-SOLICITATION (PROTECTING CLIENT RELATIONSHIPS)
22.1 During the Project and for 12 months afterwards, you must not directly or indirectly solicit, approach, or accept work from the client/main contractor/end user in relation to the same Project scope or closely related works introduced through Grun, except with Grun's prior written consent.
22.2 This clause does not prevent you from working for a client where you can evidence you had an existing direct relationship and were already contracted independently of Grun before the introduction. You must provide such evidence upon request.
23. SET-OFF, DEDUCTIONS AND RECOVERY OF COSTS
23.1 Grun may set off against sums otherwise due:
(a) the cost of rectifying defective/non-compliant work;
(b) recharges from clients/suppliers attributable to your acts/omissions;
(c) costs arising from missed attendance/cancellation;
(d) loss/damage to equipment/property attributable to you;
(e) survey inaccuracy costs; and
(f) any other sums properly due from you to Grun.
23.2 Set-off does not limit any other rights or remedies available to Grun.
24. LIMITATION OF LIABILITY
24.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
24.2 Subject to clause 24.1, Grun is not liable for indirect or consequential loss, loss of profit, or loss of opportunity.
24.3 Any liability of Grun arising out of or in connection with a PO is limited to the value of the relevant PO, except where a higher limit is expressly agreed in writing by an Authorised Person.
25. TERMINATION
25.1 Grun may remove you (and/or any of your personnel) from site immediately for serious breach (including the grounds in clause 18.5).
25.2 Grun may terminate a PO for convenience by giving reasonable notice where practicable.
25.3 Termination/removal does not affect Grun's rights to recover costs, damages, or to set off sums under these Terms.
26. GENERAL
26.1 These Terms apply to all POs and instructions issued by Grun unless expressly overridden in writing by an Authorised Person.
26.2 If there is a conflict between a PO and these Terms, the PO prevails only where it explicitly states that a particular clause is varied.
26.3 If any provision is held invalid or unenforceable, the remainder remains in full force.
26.4 Governing law: England and Wales. Exclusive jurisdiction: English courts.
27. ACCEPTANCE
27.1 These Terms may be provided by email, message, link or attachment and may be incorporated by reference on the PO.
27.2 By attending site, commencing work, carrying out a survey, or submitting an invoice, you confirm you have read, understood and accepted these Terms in full.
27.3 Grun may request signature as formal acknowledgement. Failure to sign does not prevent these Terms applying where you have started work after receiving them.
27.4 If you do not agree with these Terms, you must notify Grun in writing before commencing any work. Attendance on site or performance of any work without such notification is treated as acceptance.
ACKNOWLEDGEMENT AND SIGNATURE
Subcontractor Acknowledgement: I confirm that I have received, read and understood the Grun Engineering Limited Subcontractor Terms & Conditions and agree that all work carried out for Grun will be subject to these Terms.