Built & Spaces

terms & conditions.

1.       Definitions

1.1.   The “Seller” means Built and Space Limited of Units 11-21, 4A Mills Bakery, Royal William Yard, Plymouth PL1 3GE.

1.2.          The “Buyer” means the buyer of the Product whose name and address is set out on the Order Form.

1.3.          The “Contract” means the contract for the sale of a Product entered into between the Seller and the Buyer. The terms of this Contract are legally binding and shall be those set out within the Seller’s quotation, the Order Form and these Terms and Conditions.

1.4.   The product means any Service, Component or group of Components designed, manufactured, produced, or provided by the seller and any other items specified in the contract.[1] 

1.5.          The “Price” means the total Price for the supply and installation of the Product as set out in the Order Form or as revised under Clause 2.8.

1.6.          A “Variation of Contract” means a change to the design or specification of the Product and/or to the Manufacture and/or works to install the Product, subject to the approval and signature of the Buyer.

1.7.          The “site visit and configuration” means the period from the date of the Contract to the beginning of the manufacture of the Product and is the process by which the design, specification and dimensions set out in the quotation and Order Form are verified and adjusted as necessary, to include a site visit and other preparatory works prior to Manufacture of the Product.

1.8.          The “configuration” means the general arrangement of components and specification of the Product, as prepared by the Seller.

1.9.          The “Materials” means the materials used in the construction of the Product.

1.10.        The “Manufacture” of the Product means the point at which the Seller begins to manufacture the Product and places orders for the purchase of the Materials.

1.11.        The “Installation” means the period during which the Product will be installed, from the Delivery Date of the Materials to the Premises, to the Date of Practical Completion.

1.12.        The “Premises” means the site at which the Product is to be installed as specified on the Order Form (or, if not otherwise specified, the Buyer’s address).

1.13.        The “Delivery Date” is the date upon which the Seller has informed the Buyer that the Product shall be delivered to the Premises and may be subject to change.

1.14.        The “Date of Practical Completion” means the date the Product has been substantially installed and completed, as notified by the Seller in writing to the Buyer.

1.15. The “Current Price List” means the price list from which the Seller is quoting for new work at the date in question.

2.       Configuration.

2.4      The Seller will provide the Configuration [2] to the Buyer for approval by signing and returning the Order Form to         the Seller.

1.16. The Contract will come into force on the date on which the Order Form is counter-signed by the Buyer.

1.17. Upon such counter-signature the Buyer will pay to the Seller the deposit specified in the order form. In consideration of this payment the Seller will:

                        Commence to arrange a schedule of works:

(i)          Site Visit

(ii)         Foundation installation ( if applicable )

(iii)        Delivery date of the product

(iv)        Installation date of the product

(v)         Date of practical completion of the product      

2.5    Upon confirmation of appropriate building consents ( where required) the Seller shall proceed the Manufacture of the Product upon receipt of the production stage payment.

2.6    If amendments are required to the Configuration as a result of the Buyer, a Local Authority or other external body changing the design or specification a charge of £150.00 plus VAT for each revision of Configuration shall be payable by the Buyer to the Seller.

2.7    Copyright of all components and Configuration shall belong to and remain with the Seller and the Buyer will not reproduce, permit or authorise any other party to reproduce the whole or any part of the Design without the prior written consent of the Seller.

2.8    The Parties may at any time agree to vary the specification and/or the Price by way of a Variation of Contract, which shall be issued by the Seller to the Buyer, who can approve the change by countersigning the Variation of Contract. The Buyer will return the approved Variation of Contract to the Seller.

2.9    In the event that the Buyer agrees an increase to the Price via a Variation of Contract, if such increase is 5% or more of the original Price, then the Seller reserves the right to request immediate payment by the Buyer of the incremental increase in line with the respective stage payments, before proceeding to the next stage of the Contract.

3.       Cancellation

3.1    If the terms of this Contract provide for an application for planning consent and/or listed building consent and/or building regulations/energy rating (SAP) approval to be made to the appropriate authority and such application is made with the Buyer’s consent but not approved by the appropriate authority (unless the same is wilfully obstructed by the Buyer) then this Contract shall be deemed to be forthwith cancelled, subject to 3.3 below.

3.2    If, during the Survey Process, the Seller proposes a Variation of Contract which exceeds in value the Price by 20% or more, the Buyer may cancel the Contract, subject to 3.3 below and provided that such cancellation shall be in writing and received by the Seller within seven days of the notification by the Seller of any revised Price. This right to cancellation ceases once the Survey Process is complete and Manufacture of the Product has begun.

3.3    If the contract is cancelled pursuant to Clauses 3.1 or 3.2 above, the Seller shall refund the remainder of the deposit to the Buyer after the following adjustments:

(i)          A deduction of £1,000.00 plus VAT, to nominally represent the costs and expenses incurred by the Seller in administering the contract and in carrying out its obligations; and

(ii)         Such disbursements or fees paid or payable by the Seller to external third parties, for example in connection with the preparation of structural calculations, any application for planning consent, listed building consent, or building regulation/energy rating (SAP) approval; and

(iii)        A deduction of £1,250.00 plus VAT in the event we have conducted a survey.

3.4    The Seller may at its absolute discretion cancel the Contract at any time up to the end of the Survey Process and prior to Manufacture. In this event the Seller’s liability shall be limited to making a refund of the deposit, subject to the provisions in Clause 3.3 above to the Buyer, and the Seller shall have no liability for any other loss.

4.       Installation

4.1    The Buyer will provide access to the Premises for all authorised representatives of the Seller. The Buyer will also provide all services and facilities (including electricity, water and adequate working space) required for the installation of the Product.

4.2    Responsibility for the Materials will pass to the Buyer on their delivery to the Premises and continue throughout Installation (whether prior to construction or having been assembled in the course of construction). The Buyer will ensure that security at the Premises is adequate to protect such Materials and the Product during that time. The Buyer shall take out and maintain, until the Date of Practical Completion, insurance to cover the full replacement cost of the Materials and the Product.

4.3    The Seller shall at no time be in any way responsible for the security of the Premises or for items kept at the Premises including when the Buyer has passed keys and/or alarm security codes to the Seller.

4.4    The Seller will use all reasonable endeavours to carry out the Installation in accordance with any timetable agreed between the Seller and the Buyer, and will be entitled to adjust such timetable according to (but not limited to) the availability of materials and labour and prevailing weather conditions.

4.5    Where it is found that ground or site conditions require additional building works and/or a change to the Product specification, for example, deeper foundations than those specified in the Contract, whether this is determined by a local authority or similar external authority, or by the Seller, any additional costs of these works will be payable by the Buyer.

4.6    The Seller shall use reasonable endeavours to establish any required extra works prior to the Manufacture of the Product but where the need for extra works only becomes apparent following Manufacture, any arising additional costs of these works remain the responsibility of the Buyer.

4.7    Such requirement by a building control officer or similar external authority shall not render the contract invalid nor give rise to any rights of cancellation.

4.8    Energy rating (SAP) calculations whether included in the Contract or arranged by the Buyer may require the Buyer to make changes to their property to comply with Building Regulations. These works will be the responsibility of the buyer and would not form part of the contract with the Seller.

4.9    If the Contract excludes construction of the base, and the base is to be constructed by the Buyer or the Buyer’s agent, the Buyer is responsible for ensuring that it is constructed in accordance with good building practice. The Seller shall provide a base plan, the dimensions and scope of which the base must be constructed. The Seller’s responsibility for the base or for any agent the Seller contracts with is limited to verifying dimensional accuracy in the construction of the base.

4.10 The design, fabrication and installation of the Product will be substantially as shown in the Configuration but the Seller may from time to time make changes in the specification which are required to comply with any relevant safety or statutory requirements, to accommodate any design developments or which do not materially affect the quality or fitness of the Product or the Materials.

4.11 The Seller will notify the Buyer of the Date of Practical Completion in writing. The Seller will arrange to carry out a final inspection of the Product within seven days of the Date of Practical Completion. Any snags will be identified during the final inspection and attended to within a reasonable timeframe as communicated by the Seller to the Buyer.

4.12 Subject to clause 6.4, the Seller’s liability in respect of any defect in the Product shall be limited to its liability under the Guarantee referred to in Clause 6. Subject to clause 6.4, the Seller’s liability in respect of any other breach of this Contract shall be limited to reimbursing any amount paid by the Buyer to the extent that such amount exceeds the value of Materials supplied and work done by the Seller under the Contract. Subject to this clause, and to Clause 6.4, the Seller shall have no liability to the Buyer for any indirect or consequential loss or any other loss.

5.      Payment

5.1    The deposit payment specified on the order form is payable by the Buyer to the seller in cleared funds prior to the commencement of arranging a schedule of works, Site Visit ,Foundation installation ( if applicable ) ,Delivery date of the product, Installation date of the product, Date of practical completion of the product     

5.2    The pre-manufacture payment specified on the Order Form is payable by the Buyer to the Seller in cleared funds prior to Manufacture of the Product. Any delay in receipt of this pre-manufacture payment may result in the Delivery Date being adjusted.

5.3    The pre-delivery payment specified on the Order Form is payable by the Buyer to the Seller in cleared funds seven days prior to the Delivery Date. If the Buyer requests to delay the Delivery Date following commencement of Manufacture, the pre-delivery payment remains payable by the Buyer on the original Delivery Date and the Buyer may become liable for any storage costs incurred, to be paid prior to delivery.

5.4    The final payment specified on the Order Form is payable within seven days following the Date of Practical Completion.

5.5    If the Buyer fails to make any payment on a due date then without prejudice to any of its other rights the Seller may take all or any of the following actions:

(i)          Retain the deposit;

(ii)         Suspend or cancel the delivery, supply and Installation of the Product;

(iii)        Charge interest on the overdue amount from the due date until the date of actual payment (whether before or after any judgement) at a rate of 3%      above the base rate for the time being of Barclays Bank Plc;

(iv)        Re-enter the premises to repossess the Materials (if necessary dis-assembling the Product or any part of it).

(v)         In the case of the final payment, suspend or cancel the Guarantee as referred to in Clause 6.

5.6    The Materials shall not belong to the Buyer until the Price has been paid in full to the Seller.

5.7    In the event the Installation is delayed by 90 days or more from the date of the Contract, for reasons beyond the Seller’s control, the Seller reserves the right to adjust the Price to be in line with the Current Price List at the date of Manufacture of the Product.

5.8    The Seller reserves the right to adjust the Price in the event of a fall in the value of the Pound Sterling by more than 4%, from the date the Seller counter-signs the Order Form.

6.     Guarantee

6.1 The Guarantee is dated from the Date of Practical Completion.

6.2 The terms of the Guarantee are as set out in the separate document “Built and Spaces Guarantee”.

6.3 The Guarantee is not valid if the Contract has not been paid in full.

6.4 If the Buyer sells the Premises during the period of the Guarantee then the benefit of the Guarantee may be assigned to the new owner of the Premises for the remainder of the term, providing the Buyer notifies the Seller in writing of the change of property ownership.

6.5 Nothing in this Contract or the Guarantee shall affect or reduce the Buyer’s statutory rights.

7.     General Provisions

7.1  Any Survey Process or inspection undertaken by the Seller is strictly for its own benefit and is limited to those parts of the premises, which the Seller reasonably considers appropriate, taking account of its responsibilities under this Contract. On no account will the Seller be liable for failing to report to the Buyer any other defects in or about the premises.

7.2  The Seller will be entitled to appoint specialist sub-contractors to undertake any of its obligations under the Contract.

7.3  The Seller will be entitled to use photographs of the Product in marketing and promotional materials.

7.4  The Contract may be terminated by the Seller or by the Buyer forthwith by notice in writing to the other party in the event that:

(i)  The other party makes any voluntary arrangement with its Creditors or becomes subject to an Administration Order or becomes Bankrupt: or

(ii) An encumbrancer takes possession, or a Receiver is appointed of any of the property or assets of the other party; or

(iii) The Seller or Buyer as appropriate reasonably apprehends that any of the events mentioned above is about to occur in relation to the other party and notifies the other party accordingly.

7.5 On any termination of this Contract under Clause 7.4 hereof any accrued rights or liabilities of either party shall not be affected.

7.6 The Contract contains all the terms of the agreement between the parties and supersedes all previous agreements and arrangements between them. No variation of or addition to any term of the Contract shall be binding on the Seller or on the Buyer unless made in writing and signed by the Seller and the Buyer.

7.7 Any notice given pursuant to this Contract must be in writing and must be sent to the address shown on the front page of the Order Form

7.8 If any provision of this Contract is or may be void or unenforceable, the remainder of the Contract shall not be affected.

7.9 This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

7.10     This Contract is not intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.