Conditions of Sale

The normal working hours of Indus Aluminium Limited are Monday – Friday, 0800-1700. Any works required outside of these times may be at an additional cost unless previously agreed.

The quotation offered is strictly for the recommendation(s) provided and does not include any other works. This quotation does not include VAT, which will be added to invoices at the normal rate. This quotation is valid for six months from the date of issue.

Payment is required 14 days from date of invoice. On larger projects, an interim payment schedule will be required and may also require a deposit. In the event of invoices not being paid, guarantees for the work will be either suspended or cancelled.

Terms and Conditions of Contract

The following Terms & Conditions shall apply to all orders placed with Indus Aluminium, and any stipulations or conditions in a Customer’s order which conflict with, qualify or seek to negate any of these Terms & Conditions shall be inapplicable to any order placed with us and have no force or effect, unless otherwise specifically agreed by a Director of Indus Aluminium, in writing, when acknowledging the order in question.

1. Definitions

(a) “Indus Aluminium” means Indus Aluminium Ltd.

(b) “Customer” means Indus Aluminium’s customer for the Works.

(c) “Works” means the work to be carried out by Indus Aluminium as described in the Quotation.

(d) “Quotation” means the quotation issued by Indus Aluminium.

(e) “Contract Price” means the price agreed between Indus Aluminium and the Customer for the Works.

(f) “HGCRA” means the Housing Grants, Construction and Regeneration Act 1996 as amended by the Local Democracy, Economic Development and Construction Act 2009.

(g) “The Scheme” means The Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment)(England) Regulations 2011.

(h) “Notified Sum” means, in a case where a payment notice complying with Condition 7(e) of this contract has been given by the Customer or the Specified Person, the amount specified in that notice or, where such payment notice has not been given, the amount specified in Indus Aluminium’s application for payment.

(i) “Specified Person” means a person agreed in writing between Indus Aluminium and the Customer who is authorised to give payment notices complying with Condition 7(e) of this contract and/or notices of intention to pay less complying with Condition 7(f).

(j) “Variation” means any change to the Works arising from an instruction or direction from the Customer or any revised drawing or revised specification, including those (as defined example) set out under Clause 5.1.1 of the JCT Design and Build Contract 2011 (‘DB 2011’), together with any impositions by the Customer as set out in Clause 5.1.2 of DB 2011.

2. The Works

(a) Indus Aluminium will carry out and complete the Works in accordance with the Quotation in a good and workmanlike manner.

(b) The Customer will provide unrestricted and safe access to the site during site working hours so that Indus Aluminium may adopt its preferred sequence of operations. Access roads shall be hard standing.

(c) The Customer will be responsible for obtaining (if applicable) at its own cost and in a timely fashion, so as not to delay or interrupt the regular progress of the Works any consent, permission or approval required.

(d) (List out excluded works) close to the work area are the responsibility of the Customer and where necessary, the Customer must ensure their removal prior to commencement of the works. Failure to do so may give rise to entitlement by Indus Aluminium to recover any reasonable additional costs.

(e) Indus Aluminium has allowed for providing a person-in-charge as one of its working operatives. Unless expressly stated otherwise no allowance has been made for a non-working supervisor.

(f) The Customer shall be responsible for watching and security.

(g) The Customer shall provide without charge to Indus Aluminium suitable designated areas within the reasonable proximity of points of work for the cutting / fabrication of materials.

(h) The Customer shall provide without charge to Indus Aluminium electrical power in the proximity of points of work, safety lighting and adequate water supply.

(i) The Customer shall provide without charge to Indus Aluminium suitably protected and freely available hoisting/lifting facilities.

(j) The Customer shall be responsible for the timely provision of setting-out marks and/or level data as reasonably required by Indus Aluminium.

(k) The Customer shall provide welfare facilities without charge to Indus Aluminium.

(l) Except as provided under Condition 2(n) and unless expressly agreed in writing Indus Aluminium will not carry out any form of design or working drawings or other drawings for these Works. Insofar as Indus Aluminium will use best endeavours to comply with current legislation, Building Regulations and best practice, no warranty or other liability on the part of Indus Aluminium shall be created or implied in regard to the suitability or fitness for purpose of components or systems recommended.

(m) The structural integrity of the existing roof and/or sub-structure dictates the structural integrity of all works by Indus Aluminium. Unless otherwise agreed in writing, structural, weight and wind-load calculations for all existing, new or over-clad structures will be undertaken by a structural engineer employed by the Customer.

(n) Where Indus Aluminium is not the sole contractor it does not accept or assume the roles or responsibilities of Principal Designer or Principal Contractor under the CDM regulations unless expressly requested prior to Quotation unless agreed by the Director.

(o) Following explanation by the Customer of its health and safety arrangements Indus Aluminium will submit its health and safety proposals for the Works.

3. Materials

(a) Samples submitted for approval show substance and general character only. Colour, size, thickness or shape cannot be guaranteed.

(b) Technical information quoted is based on information generally distributed by manufacturers and we cannot warrant the accuracy of such.

(c) Where existing materials are to be removed and set aside for re-use, Indus Aluminium will take reasonable care but will not be liable for any breakages. Breakages will be replaced by the best alternative materials reasonably available and charged as an addition to the contract price.

4. Title

All materials delivered to site will remain Indus Aluminium’s property with title fully vested in Indus Aluminium until the Customer has paid for the Works in full and if the Customer defaults in respect of any obligations to make payments under the contract Indus Aluminium may enter the site and repossess and remove the materials until such time as all sums due have been paid in full, even if the materials have been installed, connected or incorporated into the Works, in which case Indus Aluminium may dis-install, disconnect and remove the same.

5. Price

(a) The price or prices quoted are net and are not subject to discount.

(b) The Quotation is open for acceptance for 30 days unless otherwise specified.

(c) Where the Quotation is on a fixed price basis the price or prices will remain fixed until (list out dates / milestones as required). If completion of the Works is delayed beyond that period Indus Aluminium shall be entitled to recover any reasonable increased costs of labour, materials, plant, taxes or levies etc. Such increased costs shall be in addition to any other entitlements for recovery of damages for delays and/or disruption.

6. Variations and Extras

(a) The prices quoted are based upon dimensions, quantities, drawings and specifications given at the time of tender. Indus Aluminium reserves the right to require re-calculation and apply supplemental charges if any of these parameters change or to increase the contract price to reflect increases in the cost of materials or labour between the date of the Quotation or the end of the fixed price period specified in the Quotation and the date of completion.

(b) Unless expressly stated otherwise the Quotation is made as a lump sum; quantities are not subject to remeasurement except in the case of Variations.

(c) Where Indus Aluminium is invited to quote on the basis of quantities provided by the Customer, and where it emerges that such quantities have been understated, the difference between the Customer’s quantities and the actual quantities of work done shall be adjusted as if it were a Variation.

(d) Any instruction from the Customer to provide design or drawings as referred to in Condition 2(d) shall be treated as a Variation.

(e) If additional or varied work is requested by the Customer a further quotation will be submitted and the additional or varied work will not be started until the Customer has placed an order and Indus Aluminium has accepted it. Indus Aluminium shall not be liable if late acceptance delays the original Works.

(f) Variations shall be valued in accordance with the Valuation Rules set out at Clauses 5.4, 5.6 & 5.7 of DB 2011 (List out contract and amend clause as required).

7. Payment

(a) The following terms will apply unless notified otherwise in writing by a Director of Indus Aluminium.

(b) This contract permits Indus Aluminium to notify the Customer of sums that Indus Aluminium considers will become due on the payment due dates. Such notices may take the form of invoices or applications for payment or payment notices and are referred to hereinafter as Indus Aluminium’s applications for payment.

(c) The first payment due date shall be one month after the date on which Indus Aluminium commences work on this contract or shall be the date of Indus Aluminium’s application for payment, whichever occurs earlier. Subsequent payment due dates shall be at intervals of one month or the date of Indus Aluminium’s application for payment, whichever occurs earlier.

(d) The final date for the making of any payment shall be 17 days from the payment due date.

(e) Not later than 5 days after the payment due date the Customer or the Specified Person may give to Indus Aluminium a payment notice specifying the sum that it considers to be due and the basis on which that sum is calculated.

(f) Not later than 7 days before the final date for payment the Customer may give to Indus Aluminium a notice of intention to pay less than the notified sum specifying the sum that it considers to be due and the basis on which that sum is calculated.

(g) In the absence of any valid payment notices or valid notices of intention to pay less being given by the Customer to Indus Aluminium the amount specified in Indus Aluminium’s application for payment shall become the Notified Sum and shall be paid by the Customer on or before the final date for payment.

(h) The value of unfixed materials brought on to site for incorporation in the Works may be included in Indus Aluminium’s applications for payment.

(i) Where Indus Aluminium incurs liability for payment for materials of an unusual or bespoke nature or size for incorporation in the Works, and where the Works are delayed by causes other than Indus Aluminium’s default, a fair value may be included in Indus Aluminium’s applications for payment. Where Indus Aluminium is instructed or directed to store such materials off site the fair value may be increased to include reasonable costs of storage and any additional handling, transport and administration. Where the Customer omits or cancels in whole or in part a requirement for such materials a fair value for the same may be included in Indus Aluminium’s applications for payment.

(j) Indus Aluminium’s applications for payment shall not be subject to retention unless provided for in the Quotation or otherwise agreed in writing by a director of Indus Aluminium. 50% of any such retention shall become due for release upon practical completion of the Works and the balance shall become due six months thereafter. The final date for payment shall in each case be 17 days from the dates on which the retention becomes due for release.

(k) No set off or abatement shall be permitted by reference to any sum due under one or more other contracts.

(l) If any payment, including retention, is not made by the Customer by the expiry of its respective final date for payment Indus Aluminium will be entitled to statutory interest and compensation and reasonable costs of recovering the debt pursuant to the Late Payment of Commercial Debts Act 1998 and subsequent Orders and Regulations. The applicable rate is 8% per annum above Bank of England base rate from time to time. In addition Indus Aluminium will, after the expiry of seven days from the giving of written notice to this effect to the Customer, have the right (without prejudice to any other right or remedy) to suspend performance of all or any of its obligations under this or any other contract with the Customer (including the provision or execution of guarantees and/or warranties) until such outstanding sum, including the said interest, compensation and costs, is paid.

(m) Where the right referred to in Condition 7(l) is exercised in respect of this contract, the Customer shall be liable to pay to Indus Aluminium a reasonable amount in respect of costs and expenses reasonably incurred by Indus Aluminium in the exercise of the right.

(n) Any period during which performance is suspended in pursuance of, or in consequence of the exercise of, the right referred to in Condition 7(l) shall be disregarded in computing for the purposes of any contractual time limit the time taken by Indus Aluminium or by a third party, to complete any work directly or indirectly affected by the exercise of the right. Where the contractual time limit is set by reference to a date rather than a period, the date shall be adjusted accordingly.

(o) Indus Aluminium reserves the right to refuse to execute any order or contract if the arrangements for payment of the Customer’s credit are not satisfactory. In the case of non-payment of any account by its final date for payment or in the case of death, incapacity, bankruptcy or insolvency of the Customer or when the Customer is a Limited Company, in the case of liquidation or the appointment of a receiver, the purchase price of all goods delivered to date and/or any sums already due from the Customer shall become due and payable immediately from the Customer and in addition the Contractor has the right to cancel every contract made with the Customer or to cancel, suspend or discontinue delivery of goods and materials for same. This provision acts without prejudice to the Contractor’s right to recover any loss sustained, caused by the above circumstances.

(p) VAT shall be added to all payments (except in respect of interest) at the rate current at the tax point.

8. Insurance

Both Indus Aluminium and the Customer will arrange and keep in force insurance sufficient to cover their respective risks and liabilities in respect of all damage and injuries to property and persons on site from the commencement of the Works. Without limiting the above, although Indus Aluminium will take reasonable care to prevent damage by rain, wind, etc., Indus Aluminium will not be liable for any loss or damage caused by any such risk.

9. Time for Completion

(a) Indus Aluminium will use reasonable endeavours to ensure that the Works are completed within the time (if any) stated in the Quotation, otherwise within a reasonable time. Quotations are based on normal working hours Monday – Friday 8am – 5pm.

(b) Work carried out at other times shall give rise to entitlement by Indus Aluminium to recover the reasonable additional costs of overtime.

(c) Indus Aluminium shall be entitled to recover loss and/or expense if the regular progress of the Works is materially affected due to a deferment in giving possession of the site or a relevant part of it, or to the postponement by the Customer of any work, or to the Customer’s instructions in regard to the expenditure of provisional sums, or to variations, or to any impediment, prevention or default by the Customer. The amount of any such loss and/or expenses shall be added to the contract sum and may be included in applications for payment/invoices/payee payment notices given by Indus Aluminium.

(d) Time for completion shall be subject to adjustment as provided by Condition 7(n) of this contract.

10. Defects

Indus Aluminium will rectify at its own cost any defects or faults which appear and are notified by the Customer to Indus Aluminium in writing within 12 months of completion of the Works and which are due to defective workmanship by Indus Aluminium or defective materials supplied by Indus Aluminium. Indus Aluminium shall be afforded reasonable opportunity and facilities to investigate such claims.

11. Consequential Damage

Indus Aluminium will take reasonable care to specify and supply materials of adequate quality and to complete the Works in a good and workmanlike manner but will not be liable for any consequential loss or damage suffered by the Customer however arising. In particular, due to the nature of the Works, it is impossible for Indus Aluminium to guarantee that the site or the Customer’s property will at all times during the Works be wind and water tight and/or protected from the elements. Indus Aluminium will at all times use its best endeavours to ensure that the works are as watertight as possible.

12. Liability

Indus Aluminium’s liability for death or personal injury to any individual caused by negligence of Indus Aluminium or its subcontractors or agents is not limited. Without prejudice to the above, the maximum liability of Indus Aluminium for all other events shall not exceed the contract price.

13. Cancellation

The Customer shall not be entitled to cancel any order once a contract with Indus Aluminium has been formed save where the Customer pays Indus Aluminium its reasonable costs incurred and its loss of profit arising from such cancellation.

14. Disputes

(a) This is a construction contract within the meaning of s.104(1)(a) of HGCRA.

(b) Whether or not the Works relate to operations on a dwelling which the Customer occupies, or intends to occupy, as his or her residence any dispute arising from this contract may be referred by either party for adjudication under a procedure complying with ss.108 & 108A of HGCRA and/or the adjudication provisions of The Scheme.

(c) Either party may refer a dispute to adjudication at any time under the HGCRA following the rules and procedures of The Scheme. The Decision of the Adjudicator shall be binding on the parties until the dispute is finally resolved by way of agreement or by Arbitration under the CIMAR rules.

15. Jurisdiction

This contract is governed by the law of England and Wales.

16. E&OE

Errors and omissions excepted.