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Terms & Conditions: Jewel Bespoke Build Ltd

The Works Order constitutes a contract between Jewel Bespoke Build Ltd and the Sub-Contractor for the supply of the goods and/or services listed in the Order, pursuant to these Order Conditions and any special terms described or referred to in the Order. Jewel Bespoke Build Ltd will only contract with the Sub-Contractor on this basis, and these terms may only be varied by written agreement.

1. Definitions

  • (a) “Client” means the client, if any, who has engaged Jewel Bespoke Build Ltd to carry out the works for which the Goods/Services are required and who is identified in the Order.
  • (b) “Goods/Services” means the materials, goods, equipment and/or services to be supplied by the Sub-Contractor to Jewel Bespoke Build Ltd as described in the Order.
  • (c) “Order” means the contract for the supply of the Goods/Services between Jewel Bespoke Build Ltd and the Sub-Contractor, incorporating these Order Conditions and any other documents referred to in the Order.
  • (d) “Sub-Contractor” means the person, firm or company identified as such in the Order.
  • (e) “Jewel” means Jewel Bespoke Build Ltd and its assignees.

2. Price and VAT

Unless otherwise stated, the prices in the Order are fixed and are not subject to fluctuation or escalation of any kind. Prices are exclusive of Value Added Tax and inclusive of disbursements.

3. Payment

Unless otherwise stated in the Order, all invoices are to be paid within 30 days of receipt (“the Due Date”), provided that:

  • (a) payments for partial shipments shall only be made where so stated in the Order;
  • (b) the terms of the Order may make the passing of any tests or inspections, or the supply of any ancillary documentation, a condition precedent to payment; and
  • (c) evidence of adequate insurance is to be provided to indemnify Jewel against any loss.

4. Early Payment

Jewel may, at its sole discretion, make early payment of the price of any goods, materials or equipment forming part of the Goods/Services prior to their delivery. Jewel will only exercise such discretion where:

  • (a) such items are ready for delivery, set apart at the premises where they are stored, and clearly marked so as to identify that they are the property of Jewel; and
  • (b) Jewel is satisfied, on the basis of documents supplied by the Sub-Contractor, that title in such items vests in the Sub-Contractor.

Jewel shall be entitled to demand immediate return of any such early payment if, at any time prior to delivery, either of conditions (a) or (b) above ceases to apply. Such items shall remain at the Sub-Contractor's risk until delivery.

5. Time for Delivery/Performance

  • (a) The Sub-Contractor shall deliver and/or perform the Goods/Services at the time or times stated or referred to in the Order, or at such later time or times as may be instructed by Jewel. Time for delivery/performance of the Order is of the essence. If the Sub-Contractor is delayed by any breach or act of prevention by Jewel, including an instruction to vary the design, quality or quantity of the Goods/Services, Jewel shall make a fair and reasonable extension of time. The Sub-Contractor shall notify Jewel immediately if it becomes apparent that any stipulated time for delivery/performance may not be met for any reason.
  • (b) Liquidated damages will be applied to the Sub-Contractor as a result of failure to provide goods in accordance with the dates for delivery in any identified programme. A charge of 5% of the total Order value is to be paid by the Sub-Contractor to Jewel for each week, or part thereof, that delivery is late without prior written consent from Jewel.

6. Manner of Delivery

The Sub-Contractor shall deliver the goods, materials or equipment forming part of the Goods/Services to the destination and in the manner stated or referred to in the Order. At its own cost, the Sub-Contractor shall ensure the Goods/Services are securely packed and labelled so as to reach their destination in a condition acceptable to Jewel. All packaging shall comply with any relevant statutory requirements. Unless otherwise specified in the Order, Jewel shall not be responsible for delivery charges nor the cost of returning any packing cases, skids or other packing material.

7. Variations

  • (a) Jewel shall be entitled to issue instructions to the Sub-Contractor to vary the design, quality or quantity of the Goods/Services, and no such instruction shall vitiate the Order. Such instructions shall be valued in accordance with the rates and prices stated in the Order or, if no such rates or prices are appropriate, at rates and prices that are fair and reasonable having regard to all the circumstances.
  • (b) All variation instructions must be in writing. Alterations in circumstances, losses and/or expenses must be valued in accordance with these conditions, namely:
    • (i) at rates analogous to the rates used in formulating the price; or
    • (ii) by quotation, providing reasonable and sufficient details for the Sub-Contractor to ascertain the revised contract price; or
    • (iii) by Daywork, on the declared basis and as recorded by voucher and submitted by the weekend on which the work was either commenced or completed.
  • (c) Save as provided in clause 7(b), the Sub-Contractor shall make no variation to the subcontract works.
  • (d) Valuation of prices must be provided within a reasonable period and, in any event, not later than three weeks after the works have commenced.

8. Payment on Insolvency

If, on or before the final date for payment of any sum due or accruing due to the Sub-Contractor, the Employer or any interested third party is insolvent, or notifies its intention to enter into any form of pre-insolvency protection, Jewel shall not be obliged to pay any sum to the Sub-Contractor unless, and then only to the extent that, Jewel receives payment from the Employer, its agents, beneficiaries, the main contractor or interested third parties.

9. Cancellation of Order

Jewel shall have the right to cancel the Order at any time by notice in writing to the Sub-Contractor. Jewel shall pay to the Sub-Contractor all costs and expenses properly and reasonably incurred in connection with the Order prior to the date of cancellation, unless cancellation is due to the Sub-Contractor's default, including failure to comply with the time for delivery/performance, in which case the relevant default provisions shall apply.

10. Termination

  • (a) Jewel may terminate the employment of the Sub-Contractor at any time and for any reason by written notice served using Royal Mail Special Delivery. Following service of a notice to terminate works, the Sub-Contractor must, within seven days of receipt, vacate the site and leave the works in a safe, appropriately protected, fit and proper state to enable a third party to conclude the works. Upon termination, the Sub-Contractor shall be entitled to its reasonable costs, expenses and disbursements, any accrued profit for work correctly installed, and any materials delivered and retained on site that may be used to complete the works. No allowance shall be made for loss of profit or for any reduction in the value of the contracted priced works by virtue of the diminished contract value. Jewel shall not invoke this clause in a manner that is vexatious, mischievous, malicious or coercive.
  • (b) Either party may terminate this Agreement immediately by notice in writing to the other party if:
    • (i) the other party is in material breach of any of its obligations under this Agreement, or any other agreement between the parties, which is incapable of remedy;
    • (ii) the other party fails to remedy, where capable of remedy, any material breach of its obligations after having been required in writing to remedy such breach within a period of not less than 30 days;
    • (iii) the other party is in persistent breach of any of its obligations under this Agreement or any other agreement between the parties; or
    • (iv) the other party gives notice to any of its creditors that it has suspended or is about to suspend payment, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or becomes subject to equivalent insolvency events set out in the Agreement.
  • (c) For the purposes of clause 10:
    • (i) a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to time; and
    • (ii) a breach of clauses 14, 15, 16 and 17 shall always be deemed to be a material breach of this Agreement.

11. Delivery from Overseas

Where goods, materials or equipment forming part of the Goods/Services are to be supplied from outside the United Kingdom, the provisions of Incoterms 2010 shall apply in accordance with the contractual delivery term stated in the Order. If no such term is stated, the term shall be “CIF” (cost, insurance and freight) at the Sub-Contractor's expense to the delivery address stated in the Order. Where there is any discrepancy, conflict or inconsistency between Incoterms 2010 and the terms of the Order, the terms of the Order shall take priority.

12. Sub-Contractor's Documents

The Sub-Contractor shall prepare at its own expense and submit to Jewel such further drawings and/or other information relating to the design, specification, installation, maintenance and repair of the Goods/Services as may be stated or referred to in the Order or as Jewel may reasonably require. The Sub-Contractor grants Jewel an irrevocable, non-exclusive, royalty-free licence to copy and use such drawings and other information, and to sub-license others to do so, solely in connection with the development to which the Goods/Services relate and for no other purpose. The Sub-Contractor warrants that the exercise of that licence shall not infringe the rights of any third party.

13. Manufacturing Information

  • (a) The Sub-Contractor shall provide all drawings. Full detailed drawings must be provided for sign-off by Jewel prior to any works being started.
  • (b) The Sub-Contractor is to provide confirmation to Jewel that quantities and measures are correct at the point of receiving the Jewel order and prior to manufacture.
  • (c) The Sub-Contractor is to inform Jewel of any additional costs incurred or required upon placement of the order for approval by Jewel. Jewel will not be responsible for any mispricing by the Sub-Contractor once the order has been placed with agreed costs. Any additional cost will be the responsibility of the Sub-Contractor.
  • (d) Samples for all products are to be provided for approval by Jewel prior to manufacture. The Sub-Contractor is to ensure the approved samples are installed, and no deviation will be accepted without Jewel's written approval.
  • (e) The Sub-Contractor shall provide an Operations Manual and As Built Drawings as necessary. Maintenance manuals and guarantees are required no later than two weeks following final installation and prior to final invoice payment, excluding retention invoices.
  • (f) The Sub-Contractor is responsible for all Jewel free-issued items from initial delivery to supplier through to final installation on site and sign-off by Jewel.
  • (g) Any replacement items arising from defects or damage shall be at the Sub-Contractor's cost.

14. Right to Inspect

  • (a) Jewel and all persons duly authorised by it shall, at all reasonable times, have access to any workshops or other places where the Goods/Services are being prepared, assembled or stored for the purpose of inspection.
  • (b) Jewel may request a detailed programme to establish inspection dates at the factory prior to payments being made and to ensure the programme is being followed. The Sub-Contractor is to undertake its own quality inspection and confirm any defects or damages in writing 10 working days prior to shipment, delivery and installation. A final inspection upon installation will be undertaken by Jewel, and sign-off on all items is required to accept the order ahead of final payment.

15. Sub-letting

The Sub-Contractor shall not, without the prior written consent of Jewel, sub-let any work in connection with the supply of the Goods/Services. Any such sub-letting shall not affect the obligations of the Sub-Contractor in respect of the Order.

16. Sub-Contractor's Warranty

(a) Without prejudice to any terms or conditions implied by law, the Sub-Contractor warrants that:

  • (i) the Goods/Services will comply with any specifications or performance requirements stated or referred to in the Order and any patterns or samples previously supplied by either party and accepted by the other;
  • (ii) the Goods/Services will comply with any relevant statutory requirements and any relevant regulation or bye-law of any local authority, statutory undertaker, utility or service provider to whose systems the Goods/Services are to be connected;
  • (iii) the Goods/Services will be fit for the purposes for which they are required by Jewel and/or the Client, as made known to the Sub-Contractor;
  • (iv) the Goods/Services do not contain, and do not specify for incorporation into the relevant development, any of the materials identified as potentially hazardous in Ove Arup's Good Practice in Selection of Construction Materials;
  • (v) the Goods/Services comply with relevant British Standard specifications, codes of practice and good building practice current at the time of performance/delivery;
  • (vi) the Sub-Contractor has exercised and will continue to exercise all reasonable skill, care and diligence expected of a qualified and competent professional experienced in the provision of similar services; and
  • (vii) the Sub-Contractor shall not, without the Main Contractor's written consent, make any material change to the designs or specifications for the Project after they have been settled or approved.

17. Confidentiality

Save as required by law, court order, any governmental or regulatory authority, and/or as may be reasonably necessary in the proper performance of the Services, the Sub-Contractor shall not, without the prior written approval of Jewel, disclose to any third party any information relating to the Services and/or the Project.

18. Professional Indemnity Insurance

The Sub-Contractor warrants that it has in place a policy of professional indemnity insurance for no less than £5 million on an each and every claim basis, and that it shall continue to maintain this policy during the currency of the contract. The provisions and wording of this policy shall be of no lesser extent than the most onerous undertakings of the appropriate JCT 2016 form of collateral warranty.

19. Sub-Contractor's Liability

The Sub-Contractor shall be fully liable to Jewel for any damage, expense, liability or other loss whatsoever suffered by Jewel, or for which Jewel incurs liability to a third party, to the extent arising out of or in connection with any breach of the terms of the Order, or any negligence, omission, default or breach of statutory duty on the part of the Sub-Contractor or any subcontractor on any tier. Such liability includes, but is not limited to, any such liability that Jewel may incur to the Client.

20. Property in the Goods/services

Without prejudice to any right of rejection Jewel may have, title in the Goods/Services shall pass to Jewel upon delivery of such Goods/Services or upon payment of the price for such Goods/Services, whichever occurs earlier

21. Adjudication

  • (a) Either party may give written notice to the other requiring any dispute or difference arising under the contract to be referred to an Adjudicator in accordance with the Scheme for Construction Contracts set out in the relevant statutory regulations in force at the date the contract was made.
  • (b) Any notice must be sent by recorded delivery mail to the other party's registered office, or if none, its chief place of business.
  • (c) If the name of an Adjudicator has not been stated in the information, or otherwise agreed within seven days of either party giving notice, the Adjudicator shall be a person nominated by the President of the Royal Institution of Chartered Surveyors on the application of either party.

22. The Construction (Design and Management) Regulations

The Sub-Contractor shall comply with the obligations imposed on it under the Construction (Design and Management) Regulations 2007, or any subsequent revision of those Regulations, to the extent they apply to the provision of the Goods/Services by the Sub-Contractor.

23. Assignment

The benefit of the Order may be assigned on a maximum of two occasions without the Sub-Contractor's consent, subject to the assignor giving notice of the assignment to the Sub-Contractor. The Sub-Contractor shall not be entitled to assign, charge or otherwise transfer the benefit of the Order.

24. Contracts (Rights of Third Parties) Act 1999

The Order is not intended to confer any rights on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Entire Agreement

The parties agree that the terms and provisions of this Agreement contain the entire agreement between them, and that the values ascertained under this Agreement represent the entire extent of and fully describe and quantify the liabilities owed or which may fall due to either party under the contract or at law.

26. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it, 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. Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation, including non-contractual disputes or claims.