The following words and expressions shall have the following meanings in the Contract:
“CDM Regulations” means the Construction (Design and Management) Regulations 2015 as may be amended or supplemented from time to time;
“Contract” means these terms and conditions, the Quotation and the specification for the Works.
“Client’s Representative” means the person appointed by you to inspect the Works on completion.
“Date of Completion” means either:
(a) the date that a completion certificate is issued pursuant to clause 9.2(b); or
(b) the date on which completion is deemed to have occurred in accordance with clause 9.3.
“Defect” means any defect, shrinkage, fault or omission in the Works or any aspect of the Works which is not in accordance with the Contract.
“Defects Period” means the period commencing on the Date of Completion and expiring 12 months after the Date of Completion.
“Insolvency Event” means the bankruptcy, insolvency, liquidation, administration, administrative or other receivership, winding up or dissolution of any person, and any equivalent or analogous proceedings and any step taken for or with a view to any of the foregoing.
“O&M Manual” means the operation and maintenance manual for the System provided by us to you in accordance with clause 9.4.
“Price” means the fixed lump-sum price for the Works, as set out in the Quotation.
“Quotation” means the quotation from us to you in relation to the Works to which these terms and conditions are appended.
“System” means the HVAC system and all associated works to be installed by us pursuant to the Contract.
“Variation” means any change to the Works or to the requirements of the Works.
“we” means Chapman Ventilation Limited (company number: 06273275) whose registered office is at 15-20 Woodfield Road, Welwyn Garden City, Hertfordshire, AL7 1JQ.
“Works” means the installation works for the System, as more particularly described in the Quotation.
“you” means the person or entity to whom the Quotation is addressed.
2. Our Obligations
2.1 We shall carry out and complete the Works in accordance with all relevant statutory requirements and shall use reasonable endeavours to complete the Works by such date as may be set out in the Quotation (and if no date is set out in the Quotation, within a reasonable time). We shall be entitled to a reasonable extension of time to completion where the Works are delayed due to:
(a) an act or omission by you;
(b) any other event outside of our control; or
(c) where a Variation has been agreed in accordance with clause 6.
2.2 We confirm that:
(a) we will exercise in the design of the Works, the skill, care and diligence to be expected of a properly qualified and competent designer and installer of heating, ventilation and air conditioning systems; and
(b) we will not specify for use or use or permit to be used in the Works any products or materials which at the time of specification or use are generally known to be deleterious in the particular circumstances in which they are used.
2.3 Nothing in the Contract shall impose an obligation on us to ensure that the design of the Works is fit for purpose.
3. Your Obligations
3.1 You shall obtain all licences, consents and approvals required for the Works.
3.2 You shall comply with your obligations as set out in the Quotation and provide us with such access as is reasonably necessary to enable us to carry out and complete the Works.
3.3 You shall appoint the Client’s Representative within  days of the date of the Quotation.
4.1 The Price is a fixed lump-sum for the Works, exclusive of VAT. The Price shall not be altered save in accordance with clause 6 (Variations).
4.2 We shall be entitled to submit VAT invoices to you each month specifying the sum that we consider due to us for the Works performed since the previous VAT invoice and the basis on which that sum has been calculated. The date on which you receive our VAT invoice shall be the due date (the “Due Date”).
4.3 No later than 5 days after the Due Date you shall notify us of the sum that you consider due to us and the basis on which that sum has been calculated.
4.4 You shall pay us amounts properly due to us on or before the date falling 14 days after the Due Date (the “Final Date for Payment”).
4.5 Not later than 5 days before the Final Date for Payment, you may issue a pay less notice specifying your intention to pay less than the amount stated in your notice given pursuant to clause 4.3 or, if no such notice has been given, the amount stated in our invoice (a “Pay Less Notice”).
4.6 If you fail to pay us any amount due under this clause 4 by the Final Date for Payment (and you have not issued a Pay Less Notice in accordance with clause 4.5) we shall be entitled to suspend performance of any or all the Services on giving you 7 days’ notice and charge interest on such overdue amount from the day after the Final Date for Payment until the date that such amount is paid to us at a rate of 5% above the Bank of England base rate.
Title to any part of the Works shall transfer to you on full payment for that part of the Works.
6.1 Either party shall be entitled to request a Variation in accordance with this clause 6.
6.2 The party proposing the Variation shall submit a written request to the other party setting out the details of the proposed Variation and any proposed adjustment to the Price.
6.3 The party receiving the request pursuant to clause 6.2, shall confirm in writing its acceptance, rejection or otherwise of the proposed Variation.
6.4 We shall not be required to carry out any Variation until such time as the Variation Request has been confirmed in writing pursuant to clause 6.3.
7. Health and Safety
You shall perform the role of the client under the CDM Regulations and you shall appoint a principal contractor and a principal designer in respect of the Works and notify us within 7 days of each appointment. Nothing in the Contract shall impose on us any of the duties held by a client, principal contractor and/or principal designer under the CDM Regulations.
8.1 We shall take out and maintain the insurances set out in the Quotation for the duration of the Works and all other insurances required by law.
8.2 You shall take out and maintain all other insurances relating to the Works.
9.1 We shall notify you when the Works are complete, following which the Client’s Representative shall inspect the Works.
9.2 Within  days of us notifying you pursuant to clause 9.1, you shall either:
(a) issue a certificate signed by the Client’s Representative to confirm that the Works are complete; or
(b) notify us that the Works are not complete, specifying the reasons for such determination.
9.3 If you fail to respond to notice issued pursuant to clause 9.1 within the time periods specified in clause 9.2, the Works shall be deemed to be complete on the day following the expiry of the period set out in clause 9.2.
9.4 On or around the Date of Completion we shall supply you with an operation and maintenance manual for the System.
10.1 If, within the Defects Period, you discover a Defect, you may issue an instruction to us:
(a) specifying the Defect; and
(b) requiring us to rectify the Defect.
10.2 We shall, within a reasonable time from receipt of a notice issued in accordance clause 10.1, correct the Defect at our own cost, provided that such works can be expeditiously carried out on the site.
11.1 Either party may terminate the Contract on written notice where the other party:
(a) suffers an Insolvency Event;
(b) commits a material breach of the Contract and where such breach is capable of remedy the defaulting party fails to remedy such breach within 21 days of notice from the non-defaulting party specifying such breach and requiring its remedy; and/or
(c) the Works have delayed for a continuous period of 90 days due to an act, event or circumstance beyond the reasonable control of the parties.
11.2 If the Contract is terminated pursuant to clause 11.1:
(a) you shall pay us for the Works executed prior to the date of termination (but not paid for by you prior to the date of termination) and the cost of any goods and materials ordered prior to the date of termination for which we are legally bound to pay; and
(b) the non-defaulting party may recover from the defaulting party an amount equal to its reasonable and direct losses arising from the termination.
12.1 Subject to clause 12.4, we shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any loss of profit or revenue, loss of production or downtime costs, loss of opportunity, loss of contract or consequential or indirect loss.
12.2 Following the expiry of the Defects Period, we shall be not be liable to you for any claims, damages, losses and/or expenses arising from, or in connection with, a failure to operate and/or maintain the System in accordance with the O&M Manual.
12.3 Notwithstanding anything else contained in the Contract, our aggregate liability arising under or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) will be limited to an amount equal to 50% of the Price.
12.4 Our liability shall not be limited or excluded in respect of:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any matter which it would be illegal for us to exclude or to attempt to exclude our liability.
13. Dispute Resolution
13.1 Either party may at any time refer any dispute or difference arising between the parties under, out of or in connection with the Contract to adjudication in accordance with the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended).
13.2 The adjudicator shall be nominated by the President or Vice President of the Royal Institution of Chartered Surveyors.
14. Assignment and Sub-Contracting
14.1 Neither party shall assign the Contract without the consent of the other party (such consent not to be unreasonably withheld).
14.2 We shall be entitled to sub-contract the Works or any part of the Works without your consent.
15 Entire Agreement.
15.1 The Contract sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of the Contract.
15.2 Each party acknowledges that it has entered into the Contract in reliance only on the representations, warranties, promises and terms expressly referred to in the Contract and, save as expressly set out in the Contract, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of the Contract unless it was made fraudulently.
To the extent that any provision of the Contract is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction that provision shall be deemed not to be a part of the Contract and such invalidity, illegality or unenforceability shall not affect the enforceability of the remainder of the Contract.
17. Third Party Rights
Nothing in the Contract is intended to confer on any person any right to enforce any term of the Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
18. Law and Jurisdiction
The Contract and any non-contractual claim or obligation arising out of, or in connection with it, shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts.