1.0 The Contract

1.1 The Order constitutes an offer by the Customer to purchase the Works from the Company in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
1.2 All quotations submitted and orders accepted by Speed Screed Ltd (“the Company”) shall be subject to these Conditions
1.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4 In the absence of a signed Contract, for the avoidance of any doubt, the Customer’s instructions to proceed with the Works and/or to allow the Works (or any preliminary works and/or inspections in respect of the Works) to take place shall be deemed acceptance of both the terms of the Contract and these Conditions
1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Company and any illustrations or descriptions of the Works contained in the Company’s catalogues or brochures or website are issued or published for the sole purpose of giving an approximate idea of the Works described in them. They shall not form part of the Contract or have any contractual force. In particular, but without limitation, the Company cannot guarantee any colour match in respect the Works (being in respect of any colour of surfaces in any brochures or on the Company’s website or otherwise).
1.6 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 60 days from its date of issue
2.0 Commencement of the Works
2.1 In the absence of an agreed programme of works, the Customer shall give the Company a minimum of two weeks’ notice of commencement of the Works.
2.2 At least one week before commencement of the Works, the Customer shall allow facilities for a site inspection of the surface upon which the Works are to be laid.
2.3 Any dates quoted for the commencement, carrying out and/or completion of the Works are approximate only, and the time of such commencement, carrying out and/or completion of the Works is not of the essence.
2.4 The Company shall not be liable for any delay in the carrying out and/or completing the Works that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate access or any other instructions that are relevant to the carrying out of the Works or any delay by the Customer or any other persons in respect of the agreed programme of works.
2.5 If the Company fails to carry out the Works, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Works of similar description and quality in the cheapest market available, less the price of the Works.
2.6 The Company may carry out the Works by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
2.7 The Company shall carry out the Works at the location set out in the Order or such other location as the parties may otherwise agree
3.0 Quality and Suitability of the Works
3.1 Unless agreed otherwise in writing and signed by a director of the Company, the Company only undertakes to supply, as part of the Works, a surface that conforms with the provisions of clause
3.2 below and not for any specific purpose or for any loading intended to be applied. In particular, and without limitation, the Company does not accept responsibility for the suitability of the surface for any specialised, damaging or environmentally sensitive use or for damage to the surface caused by movement of the underlying areas.
3.2 The Company warrants that on completion of the Works and, and for a period of 6 months from the date of completion (defect liability period), the Works shall:
(a) conform in all material respects with their description and any applicable Specification ;
(b) be free from material defects in workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) comply with Standard BS8204 – ½ A12009 A22011.
3.3 Subject to clause 3.4, if: (a) the Customer gives notice in writing during the defect liability period within a reasonable time installation completion (and, in any event, within 14 days of installation completion including any phased works) that some parts or all of the Works do not comply with the warranty set out in clause 3.2; Any disputes must be raised to our business within 14 days of project or phased completions. (b) the Company is given a reasonable opportunity of examining such Works; and (c) the Company shall, at its option, repair or replace the defective Works (or part of the Works), or refund the price of the defective part of the Works in full.
3.4 The Company shall not be liable for the Works’ failure to comply with the warranty in clause
3.2 if: (a) the Customer undertakes any further works to the Works or surrounding area after giving a notice in accordance with clause 3.3;
(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the commissioning, use or maintenance of the Works or (if there are none) good trade and/or building practice;
(c) the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer; (d) the Customer alters or repairs such Works without the written consent of the Company;
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working and/or building conditions or screed protection being applied to the surface. (f) the Works differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 3.5 Except as provided in this clause 3, the Company shall have no liability to the Customer in respect of the Works’ failure to comply with the warranty set out in clause 3.2
3.6 The terms of these Conditions shall apply to any repaired or replacement Works supplied by the Company under clause
3.7 For the avoidance of doubt, the Company accepts no liability for the costs of rectification works carried out by others or for any consequential losses in connection with remedial works or otherwise howsoever arising.
3.8 The Company shall undertake the Works on the basis and assumption that there is adequate and proper damp proof membrane incorporated in the construction of the substrate as certain systems may be susceptible to moisture permeating through the substrate and the Company cannot be held responsible and shall have no liability to the Customer or otherwise should this occur.
4.0 Price
4.1 The price for the Works shall be either a fixed price set out in the Order or, if no fixed price is quoted, the charges for the Works shall be based upon a price per square meter of Works as set out in the Order .
4.2 The price referred to at clause 4.1 above shall be based upon the Works being undertaken within an eight-hour working day from 8.00 am to 6.00 pm on Business Days only (“Normal Times).
4.3 If any Works and/or part of the Works are required to be undertaken (and the Company agrees to undertake such Works or part Works) at any time outside of the Normal Times, the Company shall be entitled to charge an additional 75% of the price (as referred to at clause 4.1 above) for such Works undertaken outside of the Normal Times as an uplift (“Uplift”). If the price for the Works is a fixed price the Uplift shall be charged on the proportion of the fixed price identified as follows: (square meterage of Works undertaken outside of Normal Times ÷ total square meterage of total Works) x fixed price. If the price is set by reference to a price per square meter, the Uplift shall apply and be calculated as an additional Uplift rate per square meter for the Works undertaken outside of Normal Times.
4.4 In addition to the price for the Works , the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Works including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Works, and for the cost of any additional materials and/or equipment required (“Expenses”).
4.5 The Company reserves the right to increase the price of the Works, by giving notice to the Customer at any time before the Works are completed, to reflect any increase in the cost of the Works to the Company that is due to: (i) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or type of Works ordered, or the Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Works or failure of the Customer to give the Company adequate access to the Location or adequate or accurate information or instructions in respect of the Works; or (iv) if it transpires that the quantities of Works actually required by the Customer is in fact different to the amount that has been ordered and/or requested by the Customer
4.6 The price for the Works set at clause 4.1 is based on the availability of a continuous (meaning that the Company only has to attend the Location for one continuous visit across consecutive Business Days (“a Visit”) in order to carry out and complete the Works) and an orderly programme of work between 8.00am and 6.00pm on Business Days. In the event that the Company is delayed on site or is required to undertake more than one Visit in order to complete the Works or there is no such orderly programme of works or the Company is required to withdraw from site or to work outside Normal Times , all additional costs thereby incurred shall, without prejudice to any of the other terms and conditions contained herein, be recoverable on demand as a surcharge from the Customer and the Company shall be entitled to increase its price for the Works
4.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply in respect of the Works at the same time as payment is due for the Works.
4.8 In respect of the Works (and any Expenses and/or Uplifts and/or Extras (see below)), the Company shall, unless agreed in writing otherwise, invoice the Customer on or at any time after completion of the Works (or if it has been agreed that the Works will be carried out by instalments and/or in phases, an invoice shall be raised following the completion of each instalment and/or phase)
4.9 The Customer shall pay each invoice submitted by the Company: (a) within 14 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by the Company; and(c) time for payment of such invoices shall be of the essence of the Contract
4.10 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.11 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
4.12 For the avoidance of doubt, in respect of the Works, please note that should the Customer request or if there is (in the Company’s reasonable opinion) a required increase/decrease in size and/or the amount of Works or should the screed depths increase/decrease this will affect the price of the Works and the Company reserves the right to increase/decrease the price accordingly.
4.13 All extra material supplied and installed as part of the Works by the Company (at the Company’s absolute discretion) as a result of undulations in the existing substrate
shall be charged to the Customer at, subject to the other
provisions of these Conditions, the same rate per square meter
as per the price referred to at clause 4.1 above (or a pro rata
price if a fixed price had been agreed). All Bills of
Quantities(“BOQs”)/Quotations are priced based on the
quantities contained therein, should the final measure vary by
5% or more from that originally quoted we reserve the right to
increase or decrease our price as referred to at clause 4.1
above.
4.14 All BOQ’s are priced on a re-measurement basis.
4.15 For the avoidance of any doubt, the Company shall not:
(a) provide a retention in respect of the Works or otherwise;
and
(b) apply any discount and/or rebates and/or other deductions
to the price referred to at clause 4.1 (as the price set has
already included the same (if any)).
4.16 For the avoidance of any doubt, unless specifically
envisaged and set out in the Order in writing, if the completed
Works encompass more than 5 tonnes of materials, without
prejudice to any of the other terms and conditions herein, the
Company shall be entitled to increase the price for the Works.
4.17 Where these terms and conditions refer to the Company
having the ability to unilaterally increase the price for the
Works such increase shall:
(a) include, for the avoidance of any doubt, the ability for the
Company to increase the price per square meter of Works; and
(b) be a commercial rate.
4.18 If during the course of the Works, the Company agrees
to provide additional works and/or services for additional cost,
the Company shall charge the Customer for the same as
“Extras” at the price agreed for the same and the terms of
these Conditions shall apply in respect of the Extras
5.0 Works
5.1 The Company shall be given exclusive and clear access
to the working area at the Location with sufficient (in the
Company’s reasonable opinion) area adjacent and
convenient thereto for the safe and harmless storage of plant
and materials.
5.2 The Customer shall be responsible for providing working
conditions that are (in the Company’s reasonable opinion)
weather tight, and frost proof.
5.3 The Customer shall be responsible for ensuring that the
area to be treated is clear from rubble, plant and materials,
and is clean and free from obstructions/other trades and
snags as may be practicable (in the Company’s reasonable
opinion) and swept clear before and during the carrying out of
the Works .
5.4 The Customer shall (at the Customer’s cost, for the
avoidance of any doubt) provide adequate (in the Company’s
reasonable opinion) access to materials light, power, water
drainage, scaffolding at the Location.
5.5 The Customer shall provide access to the Location
outside of Normal Times when requested by the Company.
5.6 The Customer is to be responsible for protection and
insurance of the Works at all times
5.7 The Company’s quotation and the price for the Works
excludes any preparatory works required prior to the
execution of the Works unless specifically agreed in writing.
5.8 The Company shall carry out the Works on the basis and
assumption that that the substrate will be strong enough and
otherwise ready (including that any relevant curing time has
passed) to withstand any preparation and subsequent
treatment and/or Works and also that the substrate is strong
enough to receive loading, whether dynamic or static, for
which it is intended during its occupational use, as no prior
testing will be carried out by the Company and no warranty or
guarantee or confirmation or otherwise shall be provided by
the Company in this respect. Furthermore, the Company shall
not be liable to the Customer in respect of the Works or
otherwise if the basis and assumptions referred to in this
clause are not correct.
5.9 All costs associated with making good damage to
completed screeded areas as a result of misuse, by either the
Customer or Customer’s Contractors shall be met and paid
by the Customer on demand and for the avoidance of any
doubt the Company shall have no liability to the Customer as
a result of the same.
5.10 The Company does not design screeding systems and
does not hold any PI Insurance to cover the design of any of
the aforementioned. The Company shall have no liability to
the Customer in respect of the design of any screeding
system.
5.11 The Company shall not provide and/or be responsible for
(and the price referred to at clause 4.1 shall not include) any
steel work protection.
5.12 An orderly programme of works in respect of the Works
must be provided by the Customer to the Company at least 2
weeks before the Works are due to commence.
5.13 Should the substrate at the Location at which the Works
are to be carried out exceed a 15 degrees fall from
horizontal/datum level and/or if it is found that a different
insulation board/s needs to be installed and/or otherwise that
the information provided by the Customer upon which the
Company relied for setting price is incorrect, the Company
reserves the right to charge for the existing (purchased) and
different insulation boards for the affected areas and/or
otherwise to increase or decrease the price for the Works.
5.14 A skim coat of an appropriate levelling compound may
be required prior to the preparation and application of resin
based adhesive and vinyl finishes to the Works after
completion. The Company shall not be responsible for
providing and/or paying for the same and the price referred to
at clause 4.1 has been agreed and set on the basis that such
skim coat may be required.
5.15 The Customer shall co-operate with the Company in all
matters relating to the Works
5.16 The Customer shall ensure that the terms of the Order
and Specification are complete and accurate
5.17 If the Company’s performance of any of its obligations in
respect of the Works is prevented or delayed by any act or
omission by the Customer or failure by the Customer to
perform any relevant obligation under these Conditions
(Customer Default):
(a) the Company shall without limiting its other rights or
remedies have the right to suspend the carrying out of the
Works until the Customer remedies the Customer Default,
and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the
Customer Default prevents or delays the Company’s
performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses
sustained or incurred by the Customer arising directly or
indirectly from the Company’s failure or delay to perform any
of its obligations as set out in this clause 5.17; and
(c) the Customer shall reimburse the Company on written
demand for any costs or losses sustained or incurred by the
Company arising directly or indirectly from the Customer
Default
6.0Materials
6.1 This price for the Works does not include any costs for
(and the Company shall not be obliged to provide) mechanical
off loading and distribution to working areas/pump operating
areas. Where Tele-handlers are necessary (in the Company’s
reasonable opinion) for the carrying of the Works, the same
shall be provided by the Customer at the Customer’s cost. All
works over two storeys to be supplied with loading bays
(supplied and erected by the Customer) as required in
locations to be set by the Company acting reasonably. Screed
pumps are provided where necessary and allowed for within
the price referred to at clause 4.1 above.
6.2 It is the Customers responsibility to ensure the building in
respect of which the Works are being carried out is
maintained at a temperature above 5 degrees centigrade at
all times during the period of the construction of the Works
and continuously for a period of 6 weeks thereafter. Should
the installed Works fail due to Customer failing to abide by the
provisions of this clause 6.2, the Customer shall be liable for
the full costs of the removal and replacement of the same
and, for the avoidance of any doubt, the Company shall have
no liability to the Customer in respect of such failed Works
and the Customer shall pay and be liable for the price for the
Works.
7.0 Delays
7.1 Any work period dates specified by the Company for
completion of the Works are estimates only.
7.2 For the purposes of this Contract, Force Majeure Event
means an event beyond the reasonable control of the
Company including but not limited to strikes, lock-outs or
other industrial disputes (whether involving the workforce of
the Company or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion,
malicious damage, compliance with any law or governmental
order, rule, regulation or direction, accident, breakdown of
plant or machinery, fire, flood, storm or default of the
Company’s subcontractors.
7.3 The Company shall not be liable to the Customer as a
result of any delay or failure to perform its obligations under
this Contract as a result of a Force Majeure Event.
7.4 If the Force Majeure Event prevents the Company from
carrying out the Works for more than one week, the Company
shall, without limiting its other rights or remedies, have the
right to terminate this Contract immediately by giving written
notice to the Customer.
7.5 Without prejudice to the above, and in conjunction with
and subject to the limitations of liability at clause 12, the
maximum liability of the Company in respect of delayed
completion and/or carrying out and/or commencement of the
Works shall be limited to a weekly maximum of 0.25% of the
Price for the Works (or price for the relevant instalment and/or
phase of the Works as relevant)
7.6 Where the commencement, carrying out and/or
completion of the Works are delayed by the Customer or by
any default of the Customer or other Contractors under the
supervision of the Customer then the Company will at any
time thereafter claim and charge the Customer (and the same
shall be paid by the Customer on demand) as follows:
(a) in respect of Normal Times, £280.00 plus VAT per day for
each Floor Screeder reasonably allocated to the Works by the
Company;
(b) in respect of outside of Normal Times, £380.00 plus VAT
per day for each Floor Screeder reasonably allocated to the
Works by the Company;
(c) in respect of Normal Times, £220.00 plus VAT per day for
each Labourer (not being a Floor Screeder) reasonably
allocated to the Works by the Company;
(d) in respect of outside of Normal Times, £320.00 plus VAT
per day for each Labourer (not being a Floor Screeder)
reasonably allocated to the Works by the Company;
(it being noted that the above charges will apply for each day
or part day even if the delay only affects part of any day. Time
will be recorded on a day-work basis)
(e) Hotels and subsistence and other expenses incurred as a
result of such delay;
(f) fuel for any vehicles used in driving to and from the
Location;
(g) £130 plus VAT per day (or part day even if the delay only
affects part of any day) as a charge for each pump reasonably
allocated to the Works by the Company;
(h) any factory batched/ready mixed material that has already
been delivered to the Location (or which, if not yet delivered,
cannot be reasonably cancelled) will be charged at cost price
from the Company’s supplier plus 25% of such cost price;
(i) if any ready mixed screed needs to be disposed of (on the
delayed day) by the Company’s suppliers or the Company or
otherwise, the costs of the same will be passed on to the
Customer at cost price plus 25% of that cost price; and
(j) any other costs and/or liabilities that the Company incurs
(whether directly or indirectly) as a result of such delay.

8.0 Planning and Other Consents
8.1 In any Contract for any Works in respect of which planning
or bylaw permission or consents of any local or other authority
and/or other persons are required and in any Works in which
consent of the Customer’s Landlord or Superior Landlord
and/or any other person is required , it shall be the
responsibility of the Customer to apply and obtain, at its own
expense, any such permission or consent prior to the date
that the Company proposes to commence the Works and the
Company shall not be liable for any failure to obtain or delay
in obtaining such permission or consent and the Customer
shall indemnify the Company for any loss claim damages
expenses and/or costs that the Company incurs (including,
without limitation under clause 7.6 above), whether directly or
indirectly, as a result of the Customer failing to obtain the
same before the Company’s proposed commencement of the
Work and, in such circumstances, the Company reserves the
right to increase the price referred to at clause 4.1.
9.0 Title and Risk
9.1 The risk in the materials and goods comprised within the
Works (including such goods and materials that are proposed
to be incorporated into the Works but have not yet so been
incorporated) (“the Goods”) shall pass to the Customer on
delivery of the same to the Location. Delivery shall be
completed on the Goods’ arrival at the Location.
9.2 Title to the Goods shall not pass to the Customer until the
Company receives payment in full (in cash or cleared funds)
for the Goods and any other goods and/or works that the
Company has supplied to the Customer in respect of which
payment has become due, in which case title to the Goods
shall pass at the time of payment of all such sums
9.3 Until title to the Goods has passed to the Customer, the
Customer shall:
(a) store the Goods separately from all other goods held by
the Customer so that they remain readily identifiable as the
Company’s property;
(b) not remove, deface or obscure any identifying mark or
packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep
them insured against all risks for their full price on the
Company’s behalf from the date of delivery;
(d) notify the Company immediately if it becomes subject to
any of the events listed in clause 13.1(b) to clause 13.1(k);
and
(e) give the Company such information relating to the Goods
as the Company may require from time to time.
9.4 If before title to the Goods passes to the Customer the
Customer becomes subject to any of the events listed in
clause 13.1(b) to 13.1(k) inclusive then, without limiting any
other right or remedy the Company may have the Company:
(a) may at any time require the Customer to deliver up all
Goods in its possession which have not been irrevocably
incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises
of the Customer or of any third party where the Goods are
stored in order to recover them.
10.0 Insurance and Risk
10.1 The Customer shall, at all times, insure the Works and
the Goods and the existing structures together with the
contents thereof in which he has any interest or for which he
is responsible and all unfixed materials and goods intended
for the Works shall be at the sole risk of the Customer as
regards loss or damage by any insurable risk and the
Customer shall indemnify the Company against any costs and
or losses accordingly.
11.0 Health and Safety at Work
11.1 The Customer is responsible for ensuring that the
working environment is provided in accordance with the
following:
11.1.1 Health and Safety at Work Act 1974 or any revision
thereof.
11.1.2 Control of substances hazardous to Health
Regulations 1988 (C.O.S.H.H) or any revision thereof.
12.0 Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude the
Company’s liability for:
(a) death or personal injury caused by its negligence, or the
negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of
Goods and Services Act 1982 (title and quiet possession); or
(d) breach of the terms implied by section 12 of the Sale of
Goods Act 1979 (title and quiet possession) .
12.2 Subject to clause 12.1:
(a) the Company shall under no circumstances whatever be
liable to the Customer, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any
loss of profit, or any indirect or consequential loss arising
under or in connection with the Contract ; and
(b) the Company’s total liability to the Customer in respect of
all other losses arising under or in connection with the
Contract, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, shall in no
circumstances exceed the total price of the Works as referred
to at clause 4.1 above.
12.3 The terms implied by sections 13 to 15 of the Sale of
Goods Act 1979 and the terms implied by sections 3 to 5 of
the Supply of Goods and Services Act 1982 are, to the fullest
extent permitted by law, excluded from the Contract.
12.4 The Company will not be held liable for any damage
resulting from water ingress.
12.5 This clause 12 shall survive termination of the Contract.
13.0 Termination
13.1 Without limiting its other rights or remedies, the
Company may terminate the Contract with immediate effect
by giving written notice to the Customer if:
(a) the Customer commits a material breach of its obligations
under this Contract and (if such breach is remediable) fails to
remedy that breach within 7 days after receipt of notice in
writing to do so;
(b) the Customer suspends, or threatens to suspend,
payment of its debts or is unable to pay its debts as they fall
due or admits inability to pay its debts or (being a company or
limited liability partnership) is deemed unable to pay its debts
within the meaning of section 123 of the Insolvency Act 1986
or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in
either case, within the meaning of section 268 of the
Insolvency Act 1986 or (being a partnership) has any partner
to whom any of the foregoing apply;
(c) the Customer commences negotiations with all or any
class of its creditors with a view to rescheduling any of its
debts, or makes a proposal for or enters into any compromise
or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed,
or an order is made, for or in connection with the winding up
of the Customer (being a company) other than for the sole
purpose of a scheme for a solvent amalgamation of the other
party with one or more other companies or the solvent
reconstruction of that other party;
(e) the Customer (being an individual) is the subject of a
bankruptcy petition or order;
(f) a creditor or encumbrancer of the Customer attaches or
takes possession of, or a distress, execution, sequestration
or other such process is levied or enforced on or sued against,
the whole or any part of its assets and such attachment or
process is not discharged within 14 days;
(h) an application is made to court, or an order is made, for
the appointment of an administrator or if a notice of intention
to appoint an administrator is given or if an administrator is
appointed over the Customer (being a company);
(i) the holder of a qualifying charge over the assets of the
Customer (being a company) has become entitled to appoint
or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the
assets of the Customer or a receiver is appointed over the
assets of the Customer;
(k) any event occurs, or proceeding is taken, with respect to
the Customer in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events mentioned
in clauses 13.1(b) to 13.1(j) (inclusive);
(l) the Customer suspends, threatens to suspend, ceases or
threatens to cease to carry on, all or substantially the whole
of its business;
(m) the Customer’s financial position deteriorates to such an
extent that in the Company’s opinion the Customer’s
capability to adequately fulfil its obligations under the Contract
has been placed in jeopardy; or
(n) the Customer (being an individual) dies or, by reason of
illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any
mental health legislation.
13.2 Without limiting its other rights or remedies, the
Company may also terminate the Contract with immediate
effect by giving written notice to the Customer if the Customer
fails to pay any amount due under this Contract on the due
date for payment.
13.3 Without limiting its other rights or remedies, the
Company may suspend the carrying out of the Works under
the Contract or any other contract between the Customer and
the Company if the Customer fails to pay any amount due
under this Contract on the due date for payment, the
Customer becomes subject to any of the events listed in
clause 13.1, or the Company reasonably believes that the
Customer is about to become subject to any of them.
13.4 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Company all of
the Company’s outstanding unpaid invoices and interest and,
in respect of the Works (or any part of the Works) but for
which no invoice has yet been submitted, the Company shall
submit an invoice, which shall be payable by the Customer
immediately on receipt;
(b) the Customer shall return all of the Company’s materials
and items which have not been fully paid for. If the Customer
fails to do so, then the Company may enter the Customer’s
premises and take possession of them. Until they have been
returned, the Customer shall be solely responsible for their
safe keeping and will not use them for any purpose;
(c) the accrued rights and remedies of the parties as at
termination shall not be affected, including the right to claim
damages in respect of any breach of the Contract which
existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after
termination shall continue in full force and effect.
14.0 Security
14.1 The Company shall not be responsible and/or liable for
the security of the Works and/or the Location (including the
security of the unfixed goods therein).
15.0 Waste Removal / Recycling
15.1 The Company has not included for the provision of any
waste removal skips or recycling as part of the Works and/or
the price for the same.. The Customer shall provide sufficient
(in the Company’s reasonable opinion) waste removal and/or
recycling facilities and services for the Company to use in
respect of the Works at the Customer’s cost.
16.0 Performance Guarantee Bond
16.1 This is only offered as an extra item and is always
excluded from the Company’s quotations and Contracts
unless specifically included in writing and signed by a director
of the Company.
17.0 Assignment and other dealings.
17.1 The Company may at any time assign, transfer,
mortgage, charge, subcontract or deal in any other manner
with all or any of its rights under the Contract and may
subcontract or delegate in any manner any or all of its
obligations under the Contract to any third party.
17.2 The Customer shall not, without the prior written consent
of the Company, assign, transfer, charge, subcontract,
declare a trust over or deal in any other manner with all or any
of its rights or obligations under the Contract.
18.0 Notices.
18.1 Any notice or other communication given to a party under
or in connection with this Contract shall be in writing,
addressed to that party at its registered office (if it is a
company) or its principal place of business (in any other case)
or such other address as that party may have specified to the
other party in writing in accordance with this clause, and shall
be delivered personally or sent by prepaid first-class post or
other next working day delivery service, or by commercial
courier.
18.2 A notice or other communication shall be deemed to
have been received: if delivered personally, when left at the
address referred to in clause 18.1; if sent by pre-paid first
class post or other next working day delivery service, at 9.00
am on the second Business Day after posting; if delivered by
commercial courier, on the date and at the time that the
courier’s delivery receipt is signed;
18.3 The provisions of this clause shall not apply to the
service of any proceedings or other documents in any legal
action
19.0 Severance.
19.1 If any provision or part-provision of the Contract is or
becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted.
19.2 Any modification to or deletion of a provision or part provision
under this clause shall not affect the validity and enforceability of
the rest of the Contract.

19.3 If one party gives notice to the other of the possibility that
any provision or part-provision of this Contract is invalid,
illegal or unenforceable, the parties shall negotiate in good
faith to amend such provision so that, as amended, it is legal,
valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original
provision.
20.0 Waiver.
20.1 A waiver of any right under the Contract or law is only
effective if it is in writing and shall not be deemed to be a
waiver of any subsequent breach or default. No failure or
delay by a party in exercising any right or remedy under the
Contract or by law shall constitute a waiver of that or any other
right or remedy, nor prevent or restrict its further exercise of
that or any other right or remedy. No single or partial exercise
of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
21.0 No partnership or agency.
21.1 Nothing in the Contract is intended to, or shall be
deemed to, establish any partnership or joint venture between
any of the parties, nor constitute either party the agent of
another party for any purpose. Neither party shall have
authority to act as agent for, or to bind, the other party in any
way.
22.0 Third parties.
22.1 A person who is not a party to the Contract shall not have
any rights to enforce its terms.
23.0 Variation.
23.1 Except as set out in these Conditions, no variation of the
Contract, including the introduction of any additional terms
and conditions shall be effective unless it is agreed in writing
and signed by the Company.
24.0 Intellectual property rights
24.1 All Intellectual Property Rights in or arising out of or in
connection with the Works shall be owned by the Company.
24.2 The Customer acknowledges that, in respect of any third
party Intellectual Property Rights in the Works, the
Customer’s use of any such Intellectual Property Rights is
conditional on the Company obtaining a written licence from
the relevant licensor on such terms as will entitle the
Company to license such rights to the Customer.
25.0 Confidentiality
A party (receiving party) shall keep in strict confidence all
technical or commercial know-how, specifications, inventions,
processes or initiatives which are of a confidential nature and
have been disclosed to the receiving party by the other party
(disclosing party), its employees, agents or subcontractors,
and any other confidential information concerning the
disclosing party’s business, its products and services which
the receiving party may obtain. The receiving party shall only
disclose such confidential information to those of its
employees, agents and subcontractors who need to know it
for the purpose of discharging the receiving party’s obligations
under the Contract, and shall ensure that such employees,
agents and subcontractors comply with the obligations set out
in this clause as though they were a party to the Contract. The
receiving party may also disclose such of the disclosing
party’s confidential information as is required to be disclosed
by law, any governmental or regulatory authority or by a court
of competent jurisdiction. This clause 25 shall survive
termination of the Contract.
26.0 Governing law.
26.1 This agreement and any dispute or claim arising out of
or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of
England and Wales.
27.0 Jurisdiction
27.1 Each party irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with this
Contract or its subject matter or formation (including noncontractual disputes or claims).
28.0 Definitions and construction
28.1 In these Conditions, the following definition apply:
Business Day: a day other than a Saturday, Sunday or public
holiday in England when Banks in London are open for
business
Conditions: these terms and conditions as amended from
time to time in accordance with clause 23.1.
Company: means Speed Screed Ltd (Company Number:
05896405)
Contract; the contract between the Company and the
Customer for the supply of the Works in accordance with
these Conditions
Customer: the person or firm or company who purchases the
Works from the Company
Force Majeure Event: has the meaning given to it in clause
7.2 above.
Location: means the location as set under clause 2.7 above.
Intellectual Property Rights: patents, rights to inventions,
copyright and related rights, trade 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 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
Order: the Customer’s order for the Works, as set out in the
Customer’s purchase order form, or the Customer’s written
acceptance of the Company’s quotation, or overleaf, as the
case may be
Specification: any specification for the Works, including any
drawings, that is agreed in writing by the Company and the
Customer
29.0 Construction.
29.1 In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or
unincorporated body (whether or not having separate legal
personality);
(b) a reference to a party includes its personal representatives,
successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference
to such statute or statutory provision as amended or reenacted. A reference to a statute or statutory provision
includes any subordinate legislation made under that statute
or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include,
in particular or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding
those terms; and
(e) a reference to writing or written excludes faxes and emails.
28.0 Substrates
(a) The Customer is responsible for ensuring all substrates
including concrete/block beam are installed to BS tolerance.
The Company cannot be held liable should it be found
necessary to increase/raise up the thickness of the screed in
order to achieve a minimum required thickness of screed
and in order to cope with undulations in the existing
substrate. In this instance The Company cannot be held
liable for not achieving surface regularity. Should this
problem arise The Company will inform site staff of the issue
prior to screed thickness adjustment. It is The Customers
responsibility prior to works commencing to spot check/grid
reference the entire floor area. Responsibility of substrate
tolerances are entirely The Customers.
29.0 Access Platforms/MWEP’s
The Company does not accept responsibility for screed
failure/dusting of the screed should the use of heavy
equipment, high level access platforms, cherry pickers,
mobile elevating works platforms (MWEP’s) and motor
vehicles be used on the surface.
The customer must inform the Company that MWEP’s are to
used on the floor at quotation stage.30.0 The Company does
not as standard provide means for waste disposal. Skips are
to be priced separately.
30.1 If facilities are not available for waste disposal we are
able to provide a skip at additional cost however this must
be requested at quotation stage. Should we be unable to
dispose of the screed due to a skip/disposal area not being
made available by the Customer it is the Customers
responsibility to remove the materials from site at there own
cost.
31.0 Though precaution will be taken, many systems are a
handmade product and may carry some irregularities or
imperfections. By accepting this quotation, you accept these
aspects. All resin & cementitious wearing coat based floors
are applied in hand laid method of an artisan nature.
Although all work is carried out in a tradesman like manner
there will be some minor imperfections in the finished floor,
such as
roller marks, reflective cracking, minor undulation, trowel
marks and bubbling. By accepting this quotation you
acknowledge that you are aware of these facts
32.0 All best trade practices and due care will be taken to
ensure adequate preparation, bonding and installation of the
system in accordance with manufacturers technical advice.
However our warranty is void should the system fail as a
result of any of the following:
32.1 Failure within substrate due to concrete fracture
32.2 Structural Movement due including stress fracture
32.3 Rising Moisture
32.4 Oil and other contaminations
32.5 Any unforeseen circumstances beyond our control
32.6 Alteration of use to that specified at the time of
applications (i.e. warehouse converted to manufacturing
area
32.7 It may be admissible that an independent assessment
of any of the above issues may be required to determine the
cause in which any costs associated will be attributed to the
client.
33.0 Many systems require a minimum 48 hours from
completion prior to accepting foot traffic (longer for vehicular
traffic in accordance with manufacturer’s technical data
sheet). We will not be liable for any defects caused by early
use of the surface. Many systems can take up to 7 days to
achieve full chemical cure where during this period the use
of any water, cleaning agents or similar may affect the
systems appearance and/or performance. Additionally, any
form of traffic and the placement of plant, equipment,
furniture etc onto system should be at a minimum. Please
consult the systems technical data for reference for all traffic
ability and cleaning / maintenance parameters
34.0 We will not be held responsible for any debris, dust,
flora, fauna, insects, excrement or fibres which may settle
into the Coating while drying. The term dustless grinding
refers to a standard practice used in the preparation
process, It is unrealistic to assume that no airborne dust will
be created and care must be taken by the client to provide
adequate protection to plant and equipment and also for the
removal of all stock from the immediate area, in particular
any food stuffs.
35.0 It is the Customers responsibility to protect
surfaces/door openings/thresholds/exposed UFH pipes
where traditional screed is to be used and or loose
tipped/site mixed. This includes areas where wheel barrows/
pump pipes are to be utilised in order to position screed from
the mixing area/s into working areas.
35.0 If the building is not watertight/roof/cover not in place
we reserve the right to charge for labour/materials/screed
dumping costs/loss of profit should we be unable to
undertake the screeding works.
36.0 Should scaffolding be in place across door
openings/thresholds or should any obstruction prevent us
from either delivering/site-mixing/positioning screed into
working areas we reserve the right to charge for
labour/materials/screed/ loss of profit should this prevent us
from carrying out the screeding works.
37.0 We carry out a full pre-contract checklist before works
proceed. All information supplied by site/contract
management must be truthful, accurate and not misleading.
38.0 Screed Quantities/thicknesses/building dimensions are
approximate at quotation stage and for estimating purposes
only. We send the quoted allocation of screed to site plus a
wastage allowance. Should works proceed and we require
extra screed due to increased screed thickness/site
measure/incorrect information supplied at quotation stage
the extra screed used/sent to site is deemed fully chargeable
including any part load screed wagon charges.
39.0 If facilities are not available for waste disposal we are
able to provide a skip at additional cost however this must
be requested by the Customer at quotation stage. Should we
be unable to dispose of the screed due to a skip/disposal
area not being made available by the Customer it is the
Customers responsibility to remove the materials from site at
there own cost.
40.0 Screed drying/curing rates are advisable/estimated and
are dependent on site/ambient/
temperatures/weather/batching conditions. The company
cannot be held liable should the screed not cure as stated in
the quotation drying rate estimate.
41.0 Screed should be allowed to dry naturally and under no
circumstances should the underfloor heating system be used
to accelerate drying times as this will affect the integrity of
the screed.
42.0 Should unexpected insulation supplier price increases
be applied during the 60 day validity period of our quotation
we reserve the right to charge the extra over costs for the
insulation boards.
43.0 Should screed thicknesses not comply with supplier
data sheets/technical guidelines//British Standards the
company cannot be held liable. All parties shall agree that
the intended commercial result has been achieved.
44.0 It is at the company’s discretion should the type of
screed need to be adjusted before or mid-contract.
Adjustments may need to be made after taking into
consideration site-conditions/temperatures, drying rates or
other factors affecting the delivery of the installation.
45.0 It is the Customers responsibility to provide the
Company with accurate dimensions, laser level survey,
screed thicknesses at quotation stage. The Company
reserves the right to charge for extra screed required or for
screed disposal should we attend site and find inaccurate
measurements.
46.0 Any Extra Over work instructions must be cleared via
one of our offices in writing and not to site personnel.
47.0 Sand/Cement screeds shrink as they cure as per
BS8204 Part 1 resulting in shrinkage cracks/daywork joints
developing. These cracks/joints do not affect the structural
integrity/compressive strength of the screed. Our quotation
does not include for filling these joints/cracks. It is the
responsibility of the floor finishing contractor.
48.0 It is the Customers responsibly to provide datum levels
throughout the building and subsequent setting out
points/measurements from datum for screed thickness
before works proceed.