Commercial Terms & Conditions | Truform Plastering

TRUFORM PLASTERING SERVICES
TERMS AND CONDITIONS

“Truform Plastering Services” is the trading name of LWS Plastering Ltd which is a limited company registered in England with a registered office at 29a Marshallen Road, Mount Hawke, Truro, TR4 8EF and a company registration number of 17102458 (hereinafter referred to as Truform).

1. DEFINITIONS

1.1 In this Agreement the following words will have the following meaning and interpretation:

1.1.1 “Act” means all of the Companies Acts in force and this includes all amendments, variations, modifications and statutory instruments thereto.

1.1.2 “Additional Services” means any such additional services provided by Truform to the Client that are in addition to the agreed Services as set out and defined herein in this Agreement.

1.1.3 “Agreement” means this Agreement and its Schedules and/or the accompanying quotation together with any extension, modification and/or alteration thereof. This Agreement shall apply to all contracts for the sale of Goods and supply of Services by Truform to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document which are hereby rejected or (as appropriate) shall be excluded from this Agreement.

1.1.4 “Quotations” (also mean Estimates) means the quotation accompanying these Terms & Conditions.

1.1.5 “Price” unless otherwise stated all prices include labour and materials and are net exclude VAT and any discounts and are open for acceptance for 30 days from the date of the quotation.

1.1.6 “Business Day” means any day other than Saturday, Sunday and/or a recognised bank or public or religious holiday.

1.1.7 Unless otherwise stated working hours shall mean Truform’s standard working hours Monday – Friday (excluding recognised bank or public or religious holiday). Work outside of these hours will be subject to additional costs and treated as a variation or additional services to the contract.

1.1.8 “Client” means The Company / Organisation / Person to whom the accompanying quotation is addressed to and also including any of its employees, Directors and/or agents who may request the Services and/or any Additional Services to be provided by Truform.

1.1.9 “Confidential Information” means any information whatsoever in whatever form or format including but not limited to information in visual, oral, written, recorded and/or electronic form and/or format and including any drafts, templates or samples belonging or relating to either Party, its business affairs, its commercial purpose, its costs, charges and/or fees which is not in the public domain and if either Party has marked such as confidential or proprietary, or has been described as confidential (either orally or in writing), or due to its character, substance or nature, a reasonable person in a similar position to its recipient and under comparable circumstances would treat it as confidential and/or of a commercial sensitive nature.

1.1.10 “Force Majeure” and/or “Event of Force Majeure” means any event affecting the performance by a Party of their obligations, requirements and/or responsibilities under this Agreement that is beyond that Party’s reasonable control including, without limitation to, any strikes, lock-outs or other industrial action affecting a third party, any terrorist action or threat of terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic or other natural physical disaster, any legislation, regulation, rule or ruling of a government, court or any competent authority, or failure of a utility service including but not limited to electric power, gas, water or telephone or communication service.

1.1.11 “Party” and/or “Parties” includes any assignees and any successors in title.

1.1.12 “Services” and/or “Works” means those Services and/or Works to be provided by Truform to the Client as set out in the accompanying quotation during the term of this Agreement.

1.1.13 “Third Party Materials” represent materials that have not been directly purchased by Truform. Truform accept no responsibility or liability for any issues prior to or after completion of the works that result from any failing whatsoever including but not limited to delays, quality, specification of third-party materials.

2. INTERPRETATION

2.1

This Agreement may also contain additional defined terms which will be indicated by those words being contained in quotations (““) and all defined terms will be treated and interpreted as defined terms for the purposes of the applicability and enforceability and understanding of this Agreement.

2.2 In this Agreement:

2.1.1 The headings used are for convenience only and shall have no effect upon the interpretation or meaning of this Agreement.

2.1.2 Words importing the singular shall include the plural and vice versa.

2.1.3 Reference to any gender will include any gender.

2.1.4 References to the person includes any firm, company or other entity having legal personality and vice versa.

2.1.5 References to “writing” or “in writing” or “written” includes but is not limited to any communication effected by electronic or facsimile transmission or similar means.

2.1.6 Any reference, either expressly or by implication, to any statute, law, statutory instrument, enactment, regulation, will also include any variation.

3. LEGAL AND BINDING AGREEMENT

3.1 The Parties warrant to each other that they fully understand their respective and joint obligations and responsibilities as set out herein in this Agreement and furthermore each Party warrants to the other that they possess the full and complete authority to enter into this Agreement and to be bound by its terms, meaning and operation.

3.2 The Parties fully understand that by entering into this Agreement they are entering into a formal and binding legal agreement and therefore they fully accept and understand each and every part of this Agreement and that they have been afforded each and every opportunity to clarify the meaning, interpretation, obligations and duties as set out herein prior to its execution.

3.3 The Parties, by signing this Agreement, further aver that they have sought and received and/or elected not to seek or receive independent legal advice as to the meaning and interpretation of this Agreement and their respective and joint responsibilities, obligations and duties as set out herein.

3.4 The Client entirely accepts that this Agreement and its terms, meaning and operation will irrevocably prevail over any of its terms and conditions in relation to the provision of the Services and/or any Additional Services by Truform.

4. SERVICES TO BE PROVIDED BY EACH PARTY

Services provided by Truform to the Client

4.1 Truform will provide the Services as set out in the accompanying quotation to the Client.

4.2 Unless otherwise stated the Scope of Works detailed in Truform’s Quotation is based on an assessment of the works from architects’ plans, and/or visual inspection and/or information provided by the Client at the time of preparing the quotation.

4.3 Subcontracted works – Where scaffold access is necessary Truform accept no liability or responsibility for any damage caused by the scaffolders or through the erecting of the scaffolding. This includes but is not limited to, paint work, render, surface finishes, roofing, windows and doors. The scaffolding is supplied and fitted by a subcontracting company, and any damages or complaints must be directed to them.

4.4 The Client’s point of direct contract with Truform as at the date of this Agreement will be notified upon commencement of the contract.

Services (Attendances & Works) provided free of charge by the Client to Truform

4.5 Unless otherwise stated the attendances and schedule of works as detailed in the accompanying quotation including but not limited to suitable access equipment, scaffolding to suit Truform’s requirements, disposal of waste, welfare facilities, water and electrical power are to be provided free of charge by the client to Truform.

4.6 The Client shall be responsible for ensuring that the working, storage and access areas and any other area identified by Truform are cleared of all items, especially vulnerable items and unless otherwise stated by Truform in writing the Client is responsible for the protection of all interior and exterior items including but not limited to furniture, furnishings and fittings.

4.7 In the event that the Client has not fulfilled their obligations under clauses 4.5 & 4.6 Truform reserve the right to charge a minimum £250.00 + VAT per person per day or part day for standing time and/or time spent ensuring that the site conditions reflect Truform’s requirements.

4.8 In the event that Truform move or protect any item whatsoever Truform have no liability or responsibility for any loss or damage that may occur.

4.9 Upon completion of Truform’s works it is the Client’s responsibility to remove any and all protection regardless of who initially fitted the protection.

4.10 Timely provision of adequate and accurate information by the Client and third parties over whom Truform have no control.

4.11 Performance by the Client and those third parties over whom Truform have no control, of all functions upon which the Works or any part thereof are dependent.

4.12 Provision of access to such sites and locations as and when may be necessary in order for Truform to undertake the Works.

5. PAYMENT FOR THE SERVICES BY THE CLIENT TO TRUFORM

5.1 The Client has accepted the Services to be performed for them by Truform and has agreed to remunerate Truform in accordance with the Payment Schedule and Rates as set out below:

30% of the contract sum is due prior to site survey and commencement of procurement of materials.
The balance of the contract sum is due against valuations every 14 days as site works progress with the final payment due for payment within 7 days of completion of the works.

5.2 Deposit payments made to Truform are non-refundable.

5.3 Unless otherwise agreed in writing Truform reserves the right to amend the payment terms to recover the cost of materials prior to delivery to site.

5.4 In the event that bespoke special items and/or bespoke materials are required Truform will require payment for these items at the time Truform place the order(s) with their supplier(s). Payments for bespoke or special items and/or bespoke materials are non-refundable.

5.5 The Payment Due Date shall be no greater than 7 days from the date the invoice is issued.

5.6 The Parties have agreed that the payments to Truform by the Client are to be paid by the Client upon receipt of an invoice from Truform and be paid by bank transfer to Truform.

5.7 All payments to Truform by the Client are to be made by bank transfer on the dates as specified in the accompanying quotation to this Agreement. Truform reserves the right, upon written notice, to alter their nominated bank for any and all payments under this Agreement.

5.8 In the unlikely event that any payments due to Truform from the Client are delayed and/or not received by the dates as specified in the accompanying quotation to this Agreement then, free from any liability, liquidated ascertained damages, contra charges, damages, costs, fees, demands and/or any other losses whatsoever, Truform may elect to suspend the provision of the Services until such time as payment in full has been paid by the Client and received as cleared funds by Truform.

5.9 Without prejudice to any other right or remedy, Truform shall be entitled to interest upon late payment at the Bank of England base rate plus 8% per annum.

5.10 In the event that this Agreement is terminated as set out below at clause 12 and/or any extension of this Agreement is terminated the Client agrees, without offset, deduction or reduction whatsoever to pay to Truform the greater of 20% of the contract sum or any outstanding payments and cost for work done and all other costs including but not limited to material costs, re-stocking / reallocation costs, deposits paid to Truform’s Sub-contractors incurred up to the date of any such termination.

6. RETENTION

6.1 Truform will not accept retention deductions.

7. RETENTION OF TITLE

7.1 All goods delivered to site for incorporation into the works shall, at all times, remain the property of Truform until full payment of the contract value has been received into Truform’s bank account.

8. ADDITIONAL SERVICES & UNFORESEEN WORKS

8.1 From time-to-time during the term of this Agreement the Parties may agree, by acting at all times in good faith towards each other, that Additional Services may be required to be provided, undertaken and/or performed for the Client by Truform.

8.2 Additional works arising from changes to layout and/or structure and/or the inclusion of design features such as but not limited to recessed / flush light fittings, LED’s, media walls, bed end bulk heads, and details not originally available to Truform at the time of preparing the quotation may be subject to costs additional to the quoted price.

8.3 In the event that such Additional Services or change to the Scope of Works are required they must be agreed in writing and the fees, cost and pricings agreed for any such Additional Services which will be paid as part of the Payment Schedule and Rates for the Services as set out in the accompanying quotation to this Agreement.

8.4 In the absence of Truform being in receipt of written acceptance / instruction from the Client accepting Truform’s cost and/or programme implications for any additional works and/or changes to the Scope of Works Truform shall be under no obligation to act upon or carry out any additional works or change to the Scope.

8.5 For the avoidance of doubt the provision of Additional Services are expressly agreed by the Parties to this Agreement to form part of this Agreement and the Parties irrevocably entirely accept and understand that such Additional Services, if any, are subject to the terms of this Agreement.

8.6 In the event that this Agreement is validly terminated in accordance with this Agreement and the provision of Additional Services will also cease as at the date of any such valid termination.

8.7 Unforeseen urgent work that is required for safety reasons will be estimated for as soon as is practicable e.g. hidden structural work such as bracing a failed lintel, discovery of asbestos or emergency electrical works to make a site safe. If such works are deemed as necessary to ensure safety on site and safety of the structure, it may not be possible to provide a full estimate prior to such urgent work being undertaken. Truform will always advise as best as they can on potential costs and if needed will pause work onsite to allow for a full assessment so that specialist contractors can assess issues in order to advise on the best course of action.

8.8 Substrate Condition – While every effort is made to ensure that the substrate remains intact during the removal of render or plaster, Truform cannot be held responsible for any damage to the substrate that occurs as a result of the ‘hacking-off’ process. Any necessary repairs to the substrate will be the responsibility of the Client.

8.9 Truform is not responsible for defects resultant from poor condition of the substrate or issues resulting from unsatisfactory works carried out by others. In the event that a substrate is deemed to be unsuitable for intended works, or its condition will negatively affect the expected longevity of the plaster finish the Client will be informed and an agreement sought to proceed, including any expected additional costs.

8.10 Truform reserve the right to suspend works where the intended substrate is found to be in unsuitable condition and is deemed likely to compromise the longevity or quality of the plaster finish, unless specifically asked by the Client in writing to repair the substrate as part of the project scope.

8.11 In the event that additional build-up of plaster materials or alterations are required to make good poor substrate construction by others Truform reserves the right to recover any and all associated cost and programme implications.

8.12 Due to the susceptibility of plaster/renders to damage/failure when applied in inclement weather Truform will be solely responsible for deciding, on the basis of a weather forecast, if conditions will be suitable for application. In the event of any delays resulting from inclement weather and/or environmental conditions Truform shall be entitled to a corresponding extension of time to the programme and not incur any Liquidated Ascertained Damages, Contra Charges, etc resulting from same delay.

8.13 In the event that against Truform’s recommendation including but not limited to clause 8.12, Truform are for whatever reason asked / instructed to continue with the works, Truform accept no responsibility for any defects or subsequent rectification works resulting from such instruction and reserve the right to charge for/recover all subsequent costs involved with any repairs, rectification or re-application. Furthermore, any such instructions against Truform’s recommendation will invalidate any manufacturers warranties and guarantees.

9. DAYWORKS

9.1 Truform will not carry out works on a day work basis. Any variation to our contract must be on a quotation / acceptance basis with a formal written variation to the contract provided by the Client.

9.2 In the event that dayworks are required unless there is a guarantee of payment, Truform are not obliged to carry out any day works.

9.3 Furthermore, Truform will need to be provided with a list of approved contractors personnel who are authorised to sign Truform’s dayworks sheet and any daywork sheet signed by the Client / Main Contractors authorised person must be paid in full on the next payment date and shall not be subject to remeasurement, re-negotiation or discounting at a later date.

10. GUARANTEE & WARRANTY

10.1 Truform does not provide insurance backed warranties to cover plastering works. It is the responsibility of the Client to ensure that they are satisfied with specifications provided by Truform.

10.2 Truform will provide details of manufacturers warranties where proprietary systems are specified and will endeavour to adhere to manufacturers requirements and assist in instances of product failure.

10.3 Where no warranty is provided or issues fall outside of the warranty period, Truform reserve the right to charge additional fees for remedial works.

10.4 Truform will not be liable for the failure of any plaster or render system due to issues with the substrate, structural issues or other pre-existing conditions not disclosed at time of the quotation/estimate.

11. CONFIDENTIALITY

11.1 The Parties accept and fully understand that they may, from time-to-time during the term and operation of this Agreement become cognisant of certain Confidential Information which if disclosed to any third party or the general public could have a serious adverse impact on the reputation and/or business activities of the other Party. Accordingly, the Parties agree to strictly adhere to the terms of this clause 11 and will not permit or cause to permit, whether directly or indirectly, any disclosure of any Confidential Information, save for which is required by law or by a Court of competent jurisdiction and/or to comply with any regulatory or governmental body and/or which is already in the public domain through no breach or breaches by any Party of this clause 11.

11.2 Each Party will also take all reasonable precautions to keep strictly confidential the Confidential Information belonging to the other Party and will not, without the prior written consent of any other Party, use, disclose, copy or modify such Confidential Information save for Truform responsibilities and obligations relating to the provision of the Services and/or any Additional Services.

11.3 The provisions of this clause 11 shall continue with full force and effect notwithstanding any expiry and/or termination of this Agreement.

11.4 Any breach of this clause 11 by any Party and/or their agents, contractors, affiliates, representatives and advisors may give rise to exclusion of the applicability and provision of clause 29 below and may give rise to immediate injunctive relief proceedings where the defaulting Party may be liable for all consequential losses, damages and legal costs resulting from such a breach and/or breaches of this clause 11.

12. TERM OF THE AGREEMENT

12.1 This Agreement will automatically terminate, save for those clauses that expressly state they survive termination, upon the completion by Truform of the Services and/or any additional services.

12.2 Truform, during the provision of Services and/or any Additional Services, may require extensions of time from the Client arising from delays by other trades, site conditions and/or from the Client and Truform will therefore engage directly with the Client and the Parties will agree, acting at all times in good faith, any such reasonable extensions of time as Truform may require for the provision of the Services and/or any Additional Services.

13. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

13.1 Any and all logos, Trademarks and any other copyrights, patents, design rights (whether registered and/or unregistered) and any other intellectual property rights which belong and/or are owned by Truform will entirely and in perpetuity vest in Truform.

14. PROGRAMME

14.1 Truform anticipated programme requirements are:

XX Weeks for preparation and submission of design details and general arrangement drawings.
YY Weeks from approval and associated payments for the procurement and manufacture of materials.
ZZ Weeks on site installation period (based on one continuous visit).

14.2 Truform require a minimum of 14 days written notice to commence our works on site. Commencement of works is wholly conditional on the site conditions, being safe and ready for the works in accordance with Truform’s requirements.

14.3 This notice to commence on site may run in parallel with Truform’s manufacturing lead time but under no circumstances, whether written, intended or implied can the notice to commence on site period supersede or reduce the manufacturing period.

15. DELAYS

15.1 If Truform do not receive the necessary notices and/or information (including payment) on or before the required date to achieve the contractual delivery date and/or start on site date, as a direct consequence Truform will have no alternative but to remove the manufacture and/or installation and/or commissioning of the equipment and services from their schedule. Truform will not be liable for any Liquidated Ascertained Damages, contra charges, debts, costs, charges, interest and/or fees whatsoever occasioned to the Client, or their agents or contractual partners arising, associated or incurred as a result of the failure to provide Truform with the necessary information.

15.2 In the event that delivery of the material to site and/or the site commencement date be delayed by a period greater than 30 days Truform will be entitled to pass on in full any and all material and/or labour cost increases.

16. STORAGE

16.1 If for any reason beyond Truform’s control, the site is unable to accept the delivery on the agreed date, then storage will be charged at a rate of as appropriate £100 per unit, per week in addition to abortive handling and transport costs.

17. CONTINUITY OF WORKS

17.1 Truform’s quotation is prepared on the basis of continuity being maintained on site at all times with delays during the installation period being subject to additional cost to be charged at their normal day rates. If Truform are prevented from carrying out their works a charge will be made for abortive / standing time and each return visit.

17.2 Should site conditions and/or programme implications necessitate a phased installation this will be subject to additional costs and treated as a variation to Truform’s contract.

18. SITE CONDITIONS

18.1 Readiness – Truform reserves the right to carry out a pre-installation site survey to ascertain the site readiness for us to carry out works.

18.2 If upon commencement or during the course of Truform’s work site conditions are discovered that were not originally apparent, available or advised to Truform [e.g. Structural deficiencies, damp or hidden obstacles] Truform reserve all rights to amend costs and/or programme periods / dates.

18.3 If the site is not ready to Truform’s standards and requirements to enable them to commence and complete their works, then they are absolutely permitted to vary the commencement of the Sub-Contract works entirely free from any current or future liability to the Client or any other party whatsoever until such time as the site is ready, suitable and compliant with Truform’s standards and requirements.

18.4 Existing Sites – All details in the accompanying quotation are subject to a site survey prior to finalising details and/or entering contract and/or commencing works. Any variation from the assumed conditions necessitating a variation to the equipment proposed and/or method of working may have implications on specification, programme, cost. Truform will advise these implications at the earliest opportunity.

19. LIMIT OF LIABILITY

19.1 Truform will not accept any and all Liquidated Ascertained Damaged, Contra Charges, losses (Including but not limited to any losses arising from termination), debts, damages, defects, costs (including but not limited to remedial costs), charges, interest, or professional fees whatsoever incurred by the Client and/or occasioned to the Client and/or their agents or their contractual partners.

19.2 Notwithstanding any other term of contract, Truform will not be liable in any circumstance by way of indemnity, breach of contract or statutory duty or tort (including negligence) for any loss of profit, loss of use, loss of contract or for any other financial or economic loss or for any indirect or consequential losses or damage to the Client and/or its agents contractual partners or any third parties.

20. TERMINATION

20.1 Prior to Truform completing the Services and/or any Additional Services this Agreement can only be terminated for a fundamental breach by either Party that remains unremedied for longer than twenty-eight days from receipt of any written notice, together with supporting evidence, of any alleged fundamental breach of this Agreement.

20.2 In the event of any unremedied breach that persists for longer than twenty-eight days the Client may seek to terminate this Agreement however the Client agrees and understands that the maximum liability that Truform may have to the Client under this Agreement and in relation to its provision of Services and/or any Additional Services is expressly limited to a maximum of 5% of the total payment payable to Truform by the Client as set out in the accompanying quotation to this Agreement.

20.3 In the event that Truform deem site conditions are unworkable and/or unsafe Truform reserves the right to terminate the contract and recover all and any costs incurred. In the event of such circumstances Truform shall have no liabilities under this Agreement or to the Client.

20.4 In the event of termination or cancellation of this contract for any reason whatsoever other than that detailed in clause 20.1 Truform will be entitled to recovery in full an administration fee equal to 20% of the contract sum together with any and all other reasonable costs.

21. SEVERABILITY

21.1 In the event that any provision, clause and/or term of this Agreement are held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and/or terms will remain in full force and effect and will not in any way be impaired.

21.2 If any provision, clause and/or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and/or term will continue to apply with the minimum modification necessary to make it valid and enforceable.

22. NO WAIVER

22.1 Each of the rights conveyed under this Agreement may be exercised as often as is necessary and they are cumulative and not exclusive of any other rights that either Party may have under this Agreement, law or otherwise and no failure or delay by either Party in exercising any of its rights herein shall be deemed to be a waiver of that right and any waiver of a breach of any clause, term and/or provision shall not be deemed to be a waiver of any subsequent breach of the same or any other clause, term and/or provision.

23. NOTICES AND SERVICE OF INFORMATION

23.1 Any and all notices or information served and/or that are given under this Agreement will be in writing and in English and served on the addresses as set out above or at such other address as so notified from time-to-time and such notices will be served by hand and/or sent by first class, registered or recorded delivery and/or by email. Any such notice or information will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next Business Day after posting and in the case of an email, if sent by 4pm on the day of sending or if after 4pm on the next Business Day after sending.

24. THIRD PARTIES

24.1 The parties agree that a person or business that is not a party to this agreement will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.

25. DATA PROTECTION

25.1 For the purposes of the Data Protection Act 1998 and the General Data Protection Regulations the Parties shall procure any data subject and/or personal data consents necessary for the effective processing by Truform of any relevant data provided relating to the provision of the Services and/or any Additional Services, if any, provided to the Client during the term or any extension thereof of this Agreement.

26. NON-ASSIGNMENT

26.1 This Agreement is personal to the Parties and therefore no Party may assign, licence or charge and/or attempt or purport to do so any of its rights, obligations and/or duties hereunder and/or delegate or otherwise in any way dispose of any of their rights, obligations and/or duties hereunder, without the express prior written consent of the other Party and for the avoidance of doubt this includes any holding company, affiliate or subsidiary as defined and/or provided for in the Act.

27. AMENDMENTS, MODIFICATIONS AND FURTHER AGREEMENTS

27.1 From time-to-time the Parties may consider and agree acting at all times in good faith that this Agreement requires amending or modifying in order to give business efficacy and commerciality to the relationship between the Parties and the Services and/or any Additional Services, provided by Truform. Therefore the Parties agree to collaboratively discuss, negotiate and agree any such amendments and/or modifications and/or variations to this Agreement and upon such agreement a revised, amended agreement will be prepared and/or a side agreement will be prepared which will, without objection, form part of this Agreement and the Parties agree unequivocally that they will remain bound and will fully adhere to the terms of this Agreement and any amended, modified or varied version and/or any side agreement.

27.2 The Parties further agree unconditionally to discuss, negotiate and enter into any and all further agreements, contracts, memorandum of understandings and/or arrangements which from time-to-time may be necessary and appropriate in order to ensure the successful and collaborative operation of this Agreement and the Services and/or Additional Services, if any, provided by Truform.

27.3 Furthermore, and from time-to-time either Party may require, in order to adhere to their respective and/or joint responsibilities and obligations as set out in this Agreement, information, documentation or correspondence from the other Party. The Parties therefore agree to provide any such reasonable information, documentation or correspondence to the requesting party without unreasonable delay or objection.

28. GOOD FAITH

28.1 The Parties will, at all times, exercise all of their rights, and perform all of their obligations, under this Agreement, in good faith and they will also co-operate fully in good faith with each other in order to resolve any issues, disagreements, breach(es), alleged breach(es) and/or disputes that may arise whatsoever between them and/or under and/or in connection with and/or in interpreting this Agreement with the intention and purpose of collaboratively achieving an agreed resolution of any such issue, disagreement, breach(es), alleged breach(es) and/or dispute.

29. DISPUTE RESOLUTION

29.1 The Parties accept and acknowledge that the terms of this Agreement are intended to regulate and promote a collaborative relationship of trust and Good Faith between them. Therefore, the Parties further accept and warrant to each other that it is not in their commercial, reputational and/or business interests to engage in any activity whatsoever to the detriment, whether actual or otherwise, of the other Party and this includes, but is not limited to the commencement of any litigious proceedings without first adhering to the express terms of this clause 29 and clause 28 above and the overall spirit and contents of this Agreement.

29.2 The Parties to this Agreement fully accept and understand that litigation can be expensive and damaging to their reputation and commercial interests and therefore in the event that any issues, disagreements, breach(es), alleged breach(es) or disputes whatsoever arises between them and/or under and/or in connection with and/or in interpreting this Agreement then the Parties unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and/or disputes and prior to any recourse to litigation and/or the Courts.

29.3 In the event that such good faith negotiations and discussions do not resolve any issues, disagreements, breach(es), alleged breach(es) and/or disputes as set out above then the Parties agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and/or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist the Parties in resolving their issues, disagreements, breach(es), alleged breach(es) and/or disputes. Any such Mediation will be convened as soon as is practicable with the Parties mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached after fourteen days the Parties further agree to refer any dispute or disagreement to “CEDR” (a Mediation provider whose address, as at the date of this Agreement is: 100 St Paul’s Churchyard, London, EC4M 8BU) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any Mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the Parties.

29.4 In the event that either Party refuse to engage in and/or comply with this clause 29 or clause 28 above and the spirit of the Agreement then the other Party may elect to commence legal proceedings and refer the Court to both Parties conduct on the question of the determination of payment of any and all legal costs, interest and disbursements.

30. FORCE MAJEURE

30.1 If Truform is totally or partially prevented or delayed in the performance of any of their respective or joint obligations under this Agreement by an Event of Force Majeure and Truform gives immediate notice in writing to the Client of such prevention giving the period for which it is estimated such prevention will continue and the Party, acting at all times in good faith and without delay, accepts such Event of Force Majeure then Truform shall be excused from its performance, obligations and responsibilities so affected as from the date of such notice for so long as such cause of delay shall continue provided that such a period of time does not exceed 20 (twenty) Business Days and furthermore that Truform utilises their reasonable endeavours to ensure and procure that the minimal interruption as possible is caused to the Client and its conduct and business operation.

30.2 In the event that the Event of Force Majeure continues for 20 (twenty) Business Days then Truform will be permitted to immediately terminate this Agreement without any liability to the Client whatsoever and howsoever incurred by the Client and/or its contractual partners.

31. CONDITIONS RELATING TO PLASTER AND RENDER APPLICATIONS

31.1 Truform advises that samples provided are indicative only. Due to the nature of plaster and render applications, variations in texture, colour, and finish may occur when applied. These variations are inherent to the material and application process and should not be construed as defects.

31.2 By approving a sample, the Client acknowledges and accepts that the final finish may differ from the sample due to factors including, but not limited to, lighting, substrate condition, and hand-applied techniques.

31.3 Truform will endeavour to achieve a finish consistent with the approved sample, but no guarantees can be made regarding an exact match.

31.4 Any concerns regarding the finished product must be raised in writing within 7 days of completion, after which Truform shall have no further liability regarding the aesthetic appearance.

32. COVID-19 & SIMILAR PANDEMIC

32.1 Further to any event of Force Majeure if Truform is delayed or likely to be delayed in performing any of its obligations and responsibilities under these agreements for any period or periods of time caused directly or indirectly by any of the effects of the COVID-19 pandemic (including but not limited to any government lockdown or geographical restrictions, positive COVID-19 tests or ‘track and trace’ notifications of its employees or agents and/or from members of family and friends which lead to a period of self-isolation or positive COVID-19 tests) then Truform will be granted an extension of time for the same period of time that they are delayed or likely to be delayed in delivering the services and/or any additional services. Truform will use their reasonable endeavours to minimise any such delays or disruption however any and all delays, costs, losses, liabilities, debts, fees or any other monies whatsoever incurred or arising as a result of the COVID-19 pandemic will not be accepted, borne or paid for (in full or in part) by Truform.

33. GOVERNING LAW AND JURISDICTION

33.1 This agreement is governed and construed by the Laws of England and Wales, and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.