1. Interpretation

The following definitions and rules of interpretation apply in these Standard Terms and Conditions:

1.1 Definitions:

“Agreement” means the Quotation and these standard terms and conditions.

“Client” means the client for whom Youngs is to carry out the Services;

“Charges” means the charges levied by Youngs to the Client in an invoice(s) for the Services;

“Goods” means the materials used to carry out the Services set out in the Quotation

  • “Intellectual Property” means all patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and other documents and information prepared by or on behalf of Youngs in connection with the Services;

“Parties” means Youngs and the Client together and “Party” shall be construed accordingly

“Premises” means the site where Youngs will carry out the Services for the Client

“Quotation” means a written estimate of the costs for the provision of the services which shall include a description of the materials and/or equipment and is provided from the information given to Youngs bu the Client.

“Services” means the services or any part thereof to be carried out by Youngs for the Client which are to be set out in the Quotation.

“Youngs” means Young Roofing Contractors Limited a company registered in England & Wales under company number 10722557 whose registered office is The Annexe, Walton Lodge Hill Cliffe Road, Walton, Warrington, Cheshire, WA4 6NU or Youngs Scaffolding Contractors Limited a company registered in England and Wales under company number 14294601 whose registered office is Room 2, Fernden House, Chapel Lane, Stockton Heath, Warrington, Cheshire, WA4 6LL , whichever company provides the quote for the Services.  

1.2 Interpretation:

  1. A references to persons shall include reference to a natural person, firms, corporations and unincorporated associations
  2. A references to statutes or a legislation shall be taken to include reference to any modification, amendment or re-enactment of the statute in force.
  3. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  4. A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 The Client confirms the Quotation is accurate and is accepted.

2.2 A written or oral communication to Youngs by the Client (or their authorised agents) to commence the works set out in any Quotation constitutes acceptance of all information in the Quotation and these terms and conditions.

3. Supply of Services

3.1 Youngs shall carry out the Services using reasonable skill and care and in doing so shall be entitled to rely on information provided by the Client or on the Client’s behalf.

3.2 Youngs shall use all reasonable endeavours to carry out the Services in a reasonable time unless delayed or prevented for reasons beyond their control.

3.3 The parties acknowledge any performance dates for Youngs to carry out the Services are an estimate only and time shall not be of the essence for the performance of the Services.

3.4 In the event that there is a material alteration in the Services and/or Youngs are prevented from or delayed in undertaking the Services by reasons beyond their reasonable control, Youngs shall be entitled to payment by the Client of all their charges as set out by Youngs caused as a result of such alteration, prevention or delay and such charges will be added to the Charges payable in accordance with this Agreement.

3.5 The Client shall make good any damage caused to the building or Premises as reasonably required by Youngs to carry out the Services.

4. Goods

4.1 The risk in the Goods shall pass to the Client upon delivery.

4.2 Until all sums due from the Client to Youngs however arising and whether relating to this Agreement or any other have been paid Youngs shall be entitled to a lien over all Goods in their possession.

4.3 Youngs reserve the right to amend the Goods without the consent of the Client if required to do so by any applicable statutory or regulatory requirement.

4.4 Youngs shall be under no obligation to provide collateral warranties or letters of reliance. If we provide a warranty, it is at our own discretion.

5. Charges and payment:

5.1 Unless an alternative arrangement has been put in place by Youngs, they have provided the Client with a Quotation.

5.2 Youngs reserve the right to increase the fees set out in the Quotation or otherwise by giving notice to the Client at any stage before completion of the Services and such increase will reflect any increase in the cost of the Goods or additional time spent carrying out the Services.

5.3 The Client shall discharge the costs of the Goods upon delivery at the Client’s Premises.

5.4 The Charges are due and owing no later than 14 days after the date of the invoice.

5.5 Youngs shall be permitted to issue Charges by way of invoices at any time for any part of the Services

5.6 Youngs shall be entitled to charge for any service that is additional to those Services set out in the Quotation.

5.7 Time shall be of the essence in relation to payment. If an invoice or any balance of an invoice remains outstanding after 14 days from the invoice date the following sums shall be payable in addition at Youngs’ option:

  1. a fixed sum calculated in accordance with s.5A, Late Payment of Commercial Debts (Interest) Act 1998 (as amended);
  2. interest from the date of invoice at the rate of 4% per month, compounded on a monthly basis, both before and after judgment; and
  3. the full amount of Youngs’ administrative and other costs incurred in recovering any unpaid sum including legal costs and disbursements on an indemnity basis.

5.8 Youngs shall be entitled to charge the Client for any (actual or anticipated) expenses in connection with the Services including travelling expenses, hotel costs and any associated costs and/or expenses provided by third parties and required by Youngs for the performance of the Services, and for any cost of any materials.

5.9 The Client shall have no right of withholding or set-off in any circumstances and:

  1. all sums due to Youngs in respect of this Agreement shall be paid in full without deduction save only for any deductions or withholdings required by law; and
  2. if any deductions or withholdings are required by law the Client shall pay to Youngs such further sums as will ensure that the aggregate of the sums paid or payable under this Agreement shall, after deducting all such deductions or withholdings, leave Youngs with the same amount as it would have been entitled to receive under this Agreement in the absence of any such deductions or withholdings.

5.10 Where a change in rates, taxes or any VAT liability is to be applied retrospectively, and if requested to do so by the Client (who will be responsible for reimbursing, on demand, Youngs’ reasonable costs) and (after taking account of any sums potentially payable to HMRC on account of claims to recover VAT input tax) a claim for repayment of overpaid tax will overall result in Youngs recovering a larger sum from HMRC than it is potentially liable to pay HMRC, Youngs shall submit a claim to HMRC for a refund of VAT charged in respect of the relevant Services already supplied, less additional VAT due to HMRC as a result of the decrease in Youngs’ input VAT recovery. The amount of VAT refunded to the Client shall be limited to the amount Youngs receives from HMRC.

5.11 The Charges do not include any amount arising in respect of VAT (or other applicable taxes), which, if applicable, shall be payable by the Client and added to such Charges at the rate in force at the time that they become due.

6. Client Obligations

6.1 The Client shall:

  1. comply with all applicable laws, statutes, regulations, and codes relating to the project and provision of Services
  2. maintain in place throughout the term of this Agreement its own policies and procedures;
  3. promptly report to the Youngs any request or demand for any undue financial or other advantage of any kind received by the Client either from Youngs or otherwise in connection with the performance of this Agreement or the project to which it relates;
  4. co-operate with Youngs in all matters relating to the Services;
  5. prepare the Client’s Premises for the supply of services at the agreed start date as Youngs reasonably require;
  6. ensure it obtains and maintains and grants irrevocable all necessary licences, permissions and consents which may be required for the Services by Youngs before the date on which the Services are to start and at all times after;
  7. keep all Goods, equipment, documents and other property of Youngs (Youngs Materials) at the Client’s Premises in safe custody and at its own risk, maintain Youngs Materials in good condition until removed and/or dismantled by Youngs, and not dispose of or use Youngs Materials other than in accordance with Youngs written instructions or authorisation;
  8. comply with any additional obligations set out and/or required by Youngs;
  9. permit Youngs access to the Premises where the Services are required between the hours of 07:00 to 17:00 Monday – Sunday (inclusive);
  10. ensure that the Premises is suitable in order for Youngs to carry out the Services which will be determined by Youngs;
  11. provide or procure the provision of all necessary safety information, access, and assistance to Youngs to allow Youngs to carry out of the Services and shall provide to Youngs all other information (whether or not contained in documents) which pertain to the Services.

6.2 If Youngs’ performance of any of its obligations under this Agreement is prevented or delayed by an act or omission by the Client or failure by the Client to perform any relevant obligations (Client Default), set out in these terms and conditions, Youngs shall:

  1. without limiting or affecting any other right or remedy available to it, Youngs shall have the right to suspend performance of the Services until the Client remedies the Client Default, and rely upon the Client Default to relieve it from the performance of any of its obligations un each case to the extent the Client Default prevents o delays Youngs’ performance of any of its obligations;
  2. not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and
  3. the Client shall reimburse Youngs on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

6.3 Any damage caused to the Goods, Youngs’ equipment and/or materials while at the Client’s Premises or under their control in accordance with the terms of this Agreement shall be replaced by the Client on a like-for-like basis as nominated by Youngs.

7. Limitation of Liability

7.1 Nothing in this Agreement shall limit Youngs’ liability:

  1. to the extent that the Unfair Contract Terms Act 1977 prohibits Youngs from excluding or restricting such liability for death or personal injury; or
  2. for fraud.

7.2 Youngs shall not be liable for:

  1. any indirect, economic or consequential loss;
  2. any loss of profit;
  3. loss of use or loss or corruption of data or information;
  4. property damage;
  5. loss of sales;
  6. loss of anticipated savings; or
  7. loss of or depletion of goodwill, reputation or similar losses arising from or in connection with this Agreement or the project to which it relates.

7.3 Youngs will not be held liable for any delay or failure to fulfil Youngs’ obligations under this Agreement as a result of causes beyond Youngs’ reasonable control or as a result of Youngs terminating this Agreement or suspending the Services pursuant to any term of this Agreement.

7.4 Where in the course of the Services Youngs places an order for materials with any third party or any other agent for the Client, it shall not be responsible for any act or omission or breach of duty or failure to perform or negligence by or of such third party or agent.

7.5 The Client delegates authority to Youngs as its agent to appoint third parties (where necessary) on behalf of the Client to provide services connected with the Agreement or as necessary for the discharge by Youngs of the Services and Youngs shall have no liability for the actions of such third parties.

7.6 Save as above the total aggregate liability of Youngs and/or its officers, directors, employees and subcontractors under or in connection with this Agreement whether in contract, tort, breach of statutory duty or otherwise shall be limited to the lower of (i) such sum as Youngs ought reasonably to pay having regard to its responsibility for the total loss or damage suffered by the Client on the basis that all other consultants, contractors or suppliers whose acts, omissions, services or advices have caused or contributed to the said loss or damage shall be deemed to have paid to the Client such contribution as it would be just and equitable for them to pay having regard only to the extent of their responsibility and ignoring any limitations of liability that may be incorporated into their contracts with the Client or with any other party, (ii) two times the Charges (iii) one hundred thousand pounds.

7.7 The parties agree and acknowledge that the clauses above relating to limitation of liability satisfy the requirement of reasonableness as set out in the Unfair Contract Terms Act 1977 and further satisfy such other equivalent applicable requirement imposed by operation of the project to which this Agreement relates.

7.8 The limits of liability set out in this Agreement shall continue to bind the parties notwithstanding any termination of this Agreement.

8. Intellectual Property

8.1 All Intellectual Property shall remain vested in Youngs and shall not be liable for the use by any person of Intellectual Property for any purpose other than that for which it was prepared.

9. Termination

9.1 Youngs may terminate this Agreement by giving at least 7 days’ notice in writing to the Client in which event Youngs shall be entitled to payment of that proportion of the Charges that relates to the Services performed up to the date of expiry of the notice to terminate.

9.2 Youngs may terminate this Agreement or suspend the Services (at its option) with immediate effect if Youngs’ discharge and/or performance of the Services is prevented, fails, delayed or frustrated by events, circumstances or causes beyond Youngs’ reasonable control or in Youngs reasonable opinion the health and/or safety of its staff is put at risk and/or as a consequence of adherence to any British Foreign Office recommendation.

9.3 Youngs may suspend or terminate this Agreement with immediate effect without notice if the Client is in breach of any part of it or is subject to or instigates insolvency proceedings of any type or if Youngs reasonably believes that the Client is or will be unable to pay its debts as they fall due. If Youngs suspends or terminates this Agreement for such a reason the Client will not be entitled to make any claim against Youngs in respect of such suspension or termination and the Client will remain liable to Youngs in respect of all sums due.

10. Confidentiality

10.1 Both parties shall keep confidential, and shall not without the other’s written consent disclose to any third party, any trade or business secrets or other confidential information supplied by the disclosing party except as shall be absolutely necessary for the proper performance of this Agreement or compliance with statutory obligations. The Client shall consult with Youngs immediately in the event of a request for information under any applicable statutory provision which may affect Youngs or the subject matter of this Agreement.

11. General

11.1 Any alteration to the terms of this Agreement shall only be effective if agreed by a Director of Youngs.

11.2 Any delay, waiver or abrogation by Youngs in enforcing any aspect of this Agreement will not affect or restrict any of Youngs’ rights under this Agreement.

11.3 Youngs reserve the right to include special terms and conditions set out in Schedule 1 which are in addition to these terms and conditions but where a conflict in the terms and conditions at Schedule 1 arises with the standard terms of conditions, the terms and conditions at Schedule 1 shall apply and replace the conflicted clause in this Agreement.

11.4 Any notice given to a party must be made in writing by email.

11.5 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

11.6 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.7 This Agreement constitutes the entire agreement between the Parties with respect to the Services and, save for a statement made fraudulently, the Parties accept that they are to have no rights or liabilities in respect of pre-contractual statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

11.8 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11.10 The benefit of this Agreement may be assigned only with Young’s express written consent the giving of which shall be at Young’s absolute discretion.

11.11 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.