The Contractor is Manor Roofing Limited (Company number 02105698) of Old Station Yard, Station Road, Deeping St James, Lincs, PE6 8RQ (the “Contractor”). 

The Employer is the entity to whom the Contractors' Quotation is addressed (whether an individual, firm, company or other party) (the “Employer”). 

Unless otherwise stated on the Quotation, the Quotation issued by the Contractor is valid only for a period of sixty days from the date of its issue.  

Any Quotation issued by the Contractor is only an invitation to treat and no order of the Employer placed with the Contractor shall be binding on the Contractor unless and until accepted by the Contractor. A contract shall only be formed upon the Contractors' acceptance of the Employer’s offer and any contract entered between the Contractor and the Employer shall be subject to these Contract Conditions and to the exclusion of all other terms advanced by the Employer or the terms contained in any of the Documents.  

These Contract Conditions will prevail where this Contract remains unsigned at the first performance of the Works. 

No variation to these Contract Conditions shall be accepted by the Contractor without the express written authorisation of a Director of the Contractor. 

Unless the context otherwise requires or the Contract specifically provides otherwise, the following words and phrases, where they appear in capitalised form in these Conditions, shall have the meanings stated or referred to below: 

1. Contract – this contract between the parties comprising of the Quotation, the Contract Conditions, and the Documents. 

2. Contract Sum – the price for the Works stated in the Contractor’s Quotation, as may be adjusted in accordance with these Contract Conditions.  

3. Contract Period – The period of time for carrying out the Works as stated in the Quotation, or if not stated, a reasonable period of time. 

4. Defects Liability Period – A date six months from the practical completion of the Works.  

5. Documents - The documents (if any) referred to in the Quotation. 

6. Final Date for Payment – 30 days from the Interim Due Date.  

7. Final Valuation Date – The date of expiry of the Defects Liability Period or the date of the correction of any defects notified within the Defects Liability Period whichever is the later. 

8. Interim Valuation Dates – the last working day of each calendar month.   

9. Liquidated Damages – Unless stated to the contrary in the Quotation, a rate of £0.00 per week.  

10. Quotation – the quotation issued by the Contractor to the Employer for the Works.  

11. Retention Percentage – Unless stated to the contrary in the Quotation, a rate of 0.00%.  

12. Site – The construction site or address at which the Works are to be undertaken.  

13. Start Date – The Start Date stated in the Quotation, or if none is stated, a date to be advised by the Contractor  

14. Works – The works the Contractor will carry out as stated in the Quotation. The Works do not include a design obligation on the Contractor. 

15. Working Hours – 8am to 5pm Monday to Friday, excluding public holidays and any shutdown periods to be advised by the Contractor. 

In this Contract references to a statute or statutory provision include any changes which are made to it. 

If any term, condition, paragraph or sub-paragraph is invalid, it does not make any other term, condition, paragraph and sub-paragraph invalid. 

The Contract is governed by the law of England and Wales and subject to the exclusive jurisdiction of the Courts of England and Wales.  

The Contractor will carry out the Works: 

1. With reasonable care and skill and to a reasonable standard; 

2. By the end of the Contract Period (as may be extended under these conditions), but this term does not make time an essential condition; and

The Contractor may subcontract any part of the Works. 

Any materials or goods the Contractor supplies will be:  

1. New, unless the Contract states to the contrary or the parties agree otherwise in writing; 

2. Of satisfactory quality; and 

3. Of the appropriate British standard and codes of practice in force at the date of placing the order. 

Where existing materials are for any reason required to be temporarily removed and set aside for re-use, the Contractor shall not be held responsible for any damage or breakage. The costs of replacement of any existing materials shall be charged as a variation under these conditions. 

The Contractor will not be liable for: 

1. The satisfactory quality or fitness for purpose of any materials or goods chosen or supplied by the Employer; or  

2. The use of the materials or goods for any special purpose instead of for any normal purposes. 

Any sample materials provided by the Contractor, or the Employer are only to be accepted as showing substance and general character since equality of the bulk in colour, size or shape cannot be guaranteed by the Contractor 

The Contractor will commence the Works on the Start Date, and subject to any extension to the Contract Period, the Contractor will progress the works to achieve practical completion of the Works by the expiry of the Contract Period. 

The Employer must provide the Contractor with free and unrestricted access to the Site from the Start Date and keep the Site clear of all obstructions to allow the Contractor to carry out the Works uninhibited and continuously, for the entire duration of the Contract.  

The Contractor shall be entitled to a variation for any return visit or out of sequence working required to complete any part of the Works where the Contractor has been unable to progress the Works uninhibited and continuously. 

The Contractor will undertake the Works during the Working Hours. If working outside of these hours is requested by the Employer then subject to the Contractor’s agreement to work outside of the Working Hours, this shall be a variation under these conditions. 

The Employer will extend the Contract Period by a reasonable period to take into account any one (or more) of the following causes of delay or disruption to the Works: 

Any impediment, act or omission of the Employer, its agents or any third party for who the Contractor is not responsible;  

1. The Employers delayed instructions or lack of instructions in connection with any one (or more) of the following: 

   1. The Works; 

   2. Changes to the Works; or 

   3. The Employer’s choice of materials; 

Suspension of all or part of the Contractors obligations under this Contract;  

Inclement weather conditions;  

Strike, lock-out, or combination of workmen,  

fire, climatic conditions, act of God, or force majeure, 

accident, breakdown, shortage of labour, or failure or default by the Contractor’s suppliers  

Any delay or disruption caused by, or arising out of, Covid-19 or pandemic (including any measures, recommendations, regulations and legislation issued by the government and/or public authorities in relation to Covid-19 from time to time, and/or any consequences of Covid-19 which affects the Works including without limitation the Contractor being unable to reasonably access the Site, or delay in or non-delivery of any materials required for the Works; 

Any delay or disruption to the Works caused by any reason outside of the control of the Contractor. 

At the end of the Contract, subject to the Employer having first paid all amounts due, the Contractor will give the Employer any / guarantees or warranties (if any) which the Contractor has agreed to supply for the Works. For the avoidance of doubt, the Works will not be covered by an insurance-backed warranty or guarantee.

The Employer shall only be entitled to the benefit of any such warranty or guarantee as it is given by the manufacturer to the Contractor;

Any warranty or guarantee offered by the Contractor is subject to the following conditions:

1. The Contractor shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Employer;

2. The Contractor shall be under no liability in respect of any defect arising from wilful damage, negligence, abnormal working conditions, and failure to follow the Contractors instructions (whether or not in writing), misuse or alteration without the Contractors approval;

3. Any warranty or guarantee does not extend to parts, materials or equipment not installed by the Contractor;

4. Any warranty or guarantee will be invalidated by any failure of the Employer or any third party to regularly maintain the Works or any failure of the Employer or any third party to comply with any instructions, terms or conditions of warranty or guarantee relating to maintenance.

5. The Contractor shall not issue and/or shall be under no liability under any warranty, condition or guarantee if the Contract Sum or any other sum due under the Contract or at law has not been paid to the Contractor by the Employer;

6. The Contractor is not an agent for the manufacturer.

The Contractor is a contractor for the purpose of The Construction (Design and Management) Regulations 2015. The Contractor does not assume the roles or responsibilities of the Principal Designer, Designer or Principal Contractor for the purpose of The Construction (Design and Management) Regulations 2015 (unless expressly confirmed in writing by the Contractor to the contrary).

The Employer is responsible for the design of the Works.

The Employer is responsible for making sure that the design and details shown in the Documents:

1. Meet all legal requirements (including planning and building regulations); and

2. Are prepared with reasonable skill and care; and

3. Are suitable for the intended purposes; and

4. Are provided in a timely manner.

The Employer is responsible for paying all relevant fees under or in connection with their responsibility for the design and the Documents.

Where the Contractor provides any specification or technical information, that information is based on the information generally available and distributed by the manufacturers of the materials. The Contractor cannot warrant the accuracy of the said information nor assumes any liability for the content of the technical information or specifications.

Where the Contractor provides any specification or technical information, specialist advice and/or proposes products, details or the like, these are provided for information purposes only. Design responsibility will remain with the Employer. Incorporation of changes as a result of advice on products, details or the like are to be instructed in accordance with the variation mechanism in these conditions.

For the avoidance of doubt, The Contractor is not responsible for the design or details shown in the Documents being fit for the intended purposes. The Contractor’s obligation is simply to construct the Works to the details shown in the Documents.

In the event of any conflict or ambiguity between the Quotation and any other of the Documents, then the content of the Quotation shall prevail.

In the event of any conflict or ambiguity between any of the Documents that is not rectified by reference to the Quotation then the Documents shall be interpreted so that the obligation that is least onerous on the Contractor shall be deemed to apply.

The Employer is solely responsible for the conditions of the Site or relevant property, that existed before the Contractor began Works whether or not the Contractor has previously carried out any works at the Site or relevant property under any other contract prior to the commencement of the Works.

Any additional or unforeseen works that arise due to the conditions of the Site or relevant property shall be a variation.

Unless otherwise expressly agreed in writing by the Contractor, the Employer shall provide the following attendances to the Contractor for the entire duration of the Works and for the undertaking of any defect rectification at no cost to the Contractor:

1. A good hard road accessible by normal delivery vehicles for the purpose of deliveries of material and goods

2. Water;

3. Power supply to the area where the Works are being undertaken on the Site;

4. General lighting and task lighting;

5. Storage space and storage accommodation for materials goods, equipment and tools in reasonably close proximity to the working area;

6. Ladders;

7. Scaffolding;

8. Skips;

9. Offloading, hoisting, distribution of materials to the working areas (including operatives, banksman and fuel);

10. The supply of labour, free of charge, to unload and stack the materials and where multiple blocks are erected the materials must be stacked to the Contractors requirements, the length of the block(s). On monopitch blocks materials to be stacked facing the roof slope(s);

11. Protection of materials stored on site;

12. Facilities as required under current Health, Welfare and Safety Regulations;

13. Bedding materials;

14. Use of mixers;

15. Soakers, saddles, and flashings;

16. All such other attendances as stated in the Quotation

17. All such other attendances that the Contractor may require to carry out the Works.

The Employer shall furthermore take all responsible precautions to ensure against theft of or damage to the Contractor’s plant and materials during the entirety of the Works and for the undertaking of any defect rectification whether the Contractor is present on the Site or not.

Unless agreed otherwise in writing, The Employer is responsible for obtaining all building regulations approval, planning permission and any other such licenses, notices, permits, permissions or approvals required in connection with the Works under any regulation or by/law or any local or statutory authority before the Contractor start the Works and keep to any conditions relating to the Works (including paying all the relevant costs and fees).

The Employer is also responsible for getting formal written confirmation that the Works meets the building regulations or planning permission.

Payment: The Employer will pay the Contractor the Contract Sum as may be adjusted by any provision of the Contract and any other sum which may be due to the Contractor under the provisions of the Contract or at law.

Measurement: Where the Contract Sum is stated to be subject to remeasure, or based on a bill of quantities, or is a schedule of rates, then the Contract Sum shall be subject to remeasure.

Fluctuations

The Contract Sum is based upon the cost of materials and labour at the date of the Quotation. The Contract Sum may be adjusted at any time at the discretion of the Contractor, to include any increases in these costs from the date of the Quotation up to the completion of the Works.

Interim payments

The Contractor shall be entitled to payment on an interim basis. Unless stated to the contrary in the Contract Particulars, Interim Valuation Dates for payment shall be the last working day in each month and shall continue to accrue until the Final Valuation Date.

The Contractor shall be entitled to raise interim applications for payment valued up to each relevant Interim Due Date for Payment. The Contractor shall be entitled to be paid for the value of any Works carried out, together with the cost of all goods and materials delivered to the Site up to the Interim Due Date for Payment, and any other sum that may be due under the terms of the Contract or at law.

The due date for any interim payment shall be the later of the relevant Interim Valuation Date and the date of the issue of the Contractors application for payment (the “Interim Due Date”).

Unless stated to the contrary in the Contract Particulars, the Final Date for Payment of any interim notified sum shall be 30 days from the Interim Due Date. The Employer must pay the notified sum on or before the final date for payment.

Final payment

The due date for the final payment shall be the later of the Final Valuation Date and the date of the issue of the Contractors application for payment in respect of the Final Valuation Date (the “Final Due Date”).

Unless stated to the contrary in the Contract Particulars, the Final Date for Payment of the final notified sum shall be 30 days from the Final Due Date. The Employer must pay the notified sum on or before the final date for payment.

Payment Notification

Within 5 days of the relevant Interim Due Date or the Final Due Date as the case may be the Employer shall serve a payment notice specifying the sum that shall be paid by the Final Date for Payment and the basis of the calculation of that notified sum.

If the Employer fails to issue a payment notice within 5 days of the relevant Interim Due Date or the Final Due Date as the case may be, then the sum stated in the Contractor’s application for payment shall automatically become the notified sum to be paid on or before the Final Date for Payment.

If the Employer intends to pay less than a notified sum, then they may serve a Payless Notice not later than 7 days before the Final Date for Payment specifying the sum that shall be paid by the Final Date for Payment and the basis of the calculation of that notified sum.

Set Off and Counterclaims

All payments to be made by the Employer shall be calculated and be made in full without (and free and clear of any deduction for) set-off or counterclaim

Each payment to be made by the Employer under this Contract will be made in full, without any set-off or deduction.

Retention

The Employer may deduct the Retention Percentage from any interim payments up to the practical completion of the Works.

Following the date of practical completion one half of the Retention Percentage shall be paid to the Contractor in the first Interim Valuation Date that follows the date of practical completion.

The remaining half of the Retention Percentage may be withheld by the Employer during the Defects Liability Period and shall be paid to the Contractor in the first valuation date (whether an interim Valuation Date or the Final Valuation Date) that follows the expiry of the Defect Liability Period.

Failure to pay the notified sum

If the Employer fails to pay a notified sum by the final date for payment, then:

The Employer shall pay to the Contractor on any overdue payment simple interest at the rate of 8% a year above the Bank of England base rate calculated on a daily basis from the date the amount was due, until the date of payment at the interest rate in force on each day, and all reasonable costs incurred by the Contractor in recovering the overdue payment; and

Without affecting the Contractor’s legal rights and remedies, the Contractor can suspend all or part of their obligations under the Contract if the Employer fails to pay any amount due and still fails to pay for seven days after receiving a written notice from the Contractor of their intention to suspend all or part of the Contractor’s obligations under the Contract; and

The Contractor will be entitled to all reasonable costs and reasonable losses that the Contractor suffers (including loss of profit) involved in or resulting from suspending all or part of the Contractor’s obligations under the Contract.

Risk in materials and goods supplied by the Contractor shall pass to the Customer immediately upon delivery to the Site or into custody on the Employer's behalf (whichever is the sooner). The Employer is required to be insured accordingly.

Notwithstanding clause 17.1, The Contractor shall retain full title and ownership of all goods and materials (whether fixed or unfixed) until such time as the Contract Sum is paid in full by the Employer.

If the Works are delayed or disputed for any reason (other than the fault of the Contractor) then the Contractor shall be entitled to claim for any losses and expenses suffered as a result of, or arising out of, such delay or disruption.

Subject to clause 19.2, If the Contractor fails to achieve practical completion of the Works by the expiry of the Contract Period (or any extension thereof), the Employer may deduct from any sum due to the Contractor the Liquidated Damages or unliquidated damages (if applicable) for the period between the expiry of the Contract Period (or any extension thereof) and the actual date of practical completion, subject always to the Employer issuing of a valid Pay Less Notice specifying the deduction of the Liquidated Damages.

The Contractors total liability in respect of Liquidated Damages or unliquidated damages (if applicable) shall be capped to a total aggregate sum equal to 10% of the Contract Sum. The Employer shall not be entitled to deduct or recover from the Contractor any Liquidated Damages or unliquidated damages over and above the cap

The Contractor shall not be held responsible for loss of profit or consequential damages, or third party claims howsoever and whatsoever arising out of or in connection with the execution of the Work.

Due to the nature of the Works:

1. The Contractor will not be held responsible for any damage to the contents of any buildings or ceilings, roofing structures, gutters, walls or such other parts of the Site, or relevant property affected by the Works and howsoever caused.

2. It is impossible to guarantee the Employers premises will at all times be kept wind and watertight. The Contractor will not be responsible for any loss or damage caused by inclement weather or storm.

3. The use of scaffolding, ladders, etc is necessary for the Works and the security of the Employer’s premises may be prejudiced whilst the Work is being carried on. The Contractor does not accept any responsibility for any loss or damage sustained by the Employer as a result of this and the Employer is advised to pay specific attention to the security of the Site, their property and to ensure that their household insurance policies are valid and effective during the period of the Work.

It is the responsibility of the Employer to provide adequate protection to the materials, when delivered, and the Contractor will not be liable for any deterioration or damage to the materials arising from the failure of the Employer to provide such protection

Save in respect of those matters which the Contractor is not permitted to exclude as a matter of law, the Contractors total liability for financial losses, costs, expenses or damages of any kind shall be capped to a maximum total aggregate sum not exceeding £1,000,000.00 (one million pounds) and the Contractor shall be under no liability in excess of such sum.

The Employer may not vary the Works without the approval of the Contractor. If the Contractor agrees to vary the Works then the Contractor shall adjust the Contract Sum for the variation to the Works.

If the Works are varied under clause 21.1 or deemed a variation pursuant to any other condition of this contract then the Contract Sum will be adjusted by:

1. Written agreement beforehand, if possible; or if not then

2. Later written agreement; or if not then

3. Referring to any Contract Sum or pricing documents, if this applies;

4. Or if not then by a fair and reasonable amount.

If unexpected Works arises, the Contractor shall notify the Employer of the unexpected work and seek instructions as to how the Employer wishes for the Contractor to proceed. Any instruction to undertake unexpected additional work shall be a variation.

The Contractor will rectify any patent defects in the Works that arise in the Defects Liability Period due to the Contractors faulty workmanship or materials and which have been notified to the Contractor by the Employer prior to the expiry of the Defects Liability Period.

The Contractor will not be responsible for the rectification of any defects that are not due to the Contractors faulty workmanship or materials, this includes but is not necessarily limited to defects:

1. Due to the conditions of the Site or relevant property, that existed before the Contractor began Works, or

2. Arising from any drawing, design or specification supplied by the Employer

3. Arising from wilful damage, negligence, abnormal working conditions, and failure to follow the Contractors instructions (whether or not in writing), misuse or alteration without the Contractors approval, or any failure of the Employer or any third party to regularly maintain the Works or any failure of the Employer or any third party to comply with any instructions, terms or conditions of warranty or guarantee relating to maintenance.

4. Caused by the Employer or any other person or any third party;

5. Caused by any event outside of the Contractors control;

6. Poor structural design, or inherent faults in the building, or it’s services;

7. Abnormal atmospheric conditions.

The Employer will be responsible for personal injury or death caused by the Employer’s negligence or the negligence of any person the Employer is responsible for.

The Contractor and the Employer shall affect and keep in force during all material times policies of insurance of adequate amounts against their respective liabilities and statutes for the time being in force in respect of injuries to persons and at Common Law in respect of injuries to persons or property arising out of and in the course of execution of the Contract and/or arising out of and in the course of the employment of any workmen or other party.

The Employer shall be responsible for any loss of and damage to the Works, any existing structures and contents, and the Employer responsible for the provision of All Risks insurance in respect of the Works, existing structures and contents.

Without affecting the Contractor’s legal rights and remedies, the Contractor can end all their obligations under the Contract immediately, and without liability to the Employer, upon written notice in one (or more) of the following circumstances.

1. If the height from ground level to eaves exceeds six metres or the roof pitch is greater than fifty degrees;

2. If the Employer fails to pay any amount due by the final date for payment;

3. If the Employer, or any of their employees or agents, interfere with or obstruct the Works or fail to make the Site available to the Contractor at any time during the Contract Period;

4. If the Employer becomes insolvent (as set out in Section 123 of The Insolvency Act 1986), bankrupt, or enters liquidation, or make a composition or arrangement with their creditors, or suffers a Receiving Order (or any one or more of these);

5. If the Employer shall pass a resolution or suffer an order of the Court to be made for winding-up or for a Receiver to be appointed

6. If the Employer commits any material breach of the Contract.

In the case of termination of the Contract for any reason, then the value of all goods delivered and/or works executed by the Contractor and all such other sums due to the Contractor under the Contract or at law shall immediately become due and payable from the Employer to the Contractor.

The Contractor owns the copyright in all documents produced by the Contractor.

The Contractor reserves the right to publish photographs of the Works with the consent of the Employer; such consent shall not be unreasonably withheld.

Any dispute between the parties, may at any time be submitted to adjudication under the rules as set out in The Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (England) Regulations 2011 or the Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (Wales) Regulations 2011 as appropriate. The nominating body shall be any nominating body chosen by the Referring party.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract.

The Employer may not assign the benefit of the Contract to any other party without the express written consent of the Contractor.

Unless otherwise agreed in writing at the time of the Contract being made all materials and/or spoil removed as a result of the Works become the property of the Contractor which will be free to dispose of these items as it sees fit.