Terms and Conditions of Sale
1. Definitions and Interpretation
1.1. In these Terms:
1.1.1. “Company” means Dunton Environmental Ltd and / or Dunton Technologies Ltd.
1.1.2. “Client” means the person, firm or company entering into the Contract.
1.1.3. “Works” means all services, remediation, construction, consultancy or associated works undertaken by the Company.
1.1.4. “Proposal” means the Company’s quotation, tender or scope document.
1.1.5. “Contract” means the agreement formed pursuant to Clause 2.
1.2. Headings are for convenience only and shall not affect interpretation.
2. Contract Formation and Precedence
2.1. A Contract shall be formed upon the earlier of:
2.1.1. Written acceptance of the Proposal;
2.1.2. Receipt of a purchase order;
2.1.3. Commencement of the Works.
2.2. The Contract documents shall take precedence in the following order:
2.2.1. The Proposal;
2.2.2. These Terms.
2.3. Any terms submitted by the Client are excluded unless expressly agreed in writing by a Director of the Company.
3. Client Obligations
3.1. The Client shall:
3.1.1. Provide complete and accurate site, environmental and ground data;
3.1.2. Provide access, working areas, utilities, welfare and security;
3.1.3. Obtain all statutory consents, approvals and permits;
3.1.4. Identify all utilities, hazards and constraints.
3.2 The Company shall be entitled to rely upon all information provided by the Client without independent verification.
3.3. The Client warrants the accuracy and completeness of all information provided.
4. Ground Conditions and Environmental Risk
4.1. Unless expressly stated otherwise in the Proposal, all ground and contamination risk remains with the Client.
4.2. The Company shall have no liability for:
4.2.1. Unknown or unforeseen ground conditions;
4.2.2. Contaminants outside the agreed scope;
4.2.3. Inaccurate or incomplete site investigations;
4.2.3. Migration of contamination.
4.3. Any such matters shall constitute a Variation pursuant to Clause 6.
5. Programme and Delay
5.1. Programme dates are estimates unless agreed otherwise in writing.
5.2. Time shall not be of the essence.
5.3. The Company shall be entitled to extensions of time and recovery of costs arising from:
5.3.1. Client delays or changes;
5.3.2. Third-party delays;
5.3.3. Weather conditions;
5.3.4. Ground conditions;
5.3.5. Access restrictions;
5.3.6. Regulatory or approval delays;
5.3.7. Supply chain disruption or force majeure
6. Variations
6.1. Variations shall be instructed by the Client.
6.2. Where the value of a Variation is not agreed in advance, it shall be determined by the Company using:
6.2.1. Contract rates;
6.2.2. Reasonable market rates; or
6.2.3. Dayworks.
6.3. Failure to agree valuation shall not delay payment.
7. Price and Payment
7.1. The Company shall issue invoices:
7.1.1. Monthly; or
7.1.2. In accordance with agreed milestones
7.2. Payment terms shall be 14 days from the date of invoice.
7.3. The Client shall not withhold or set off any amounts unless properly notified and substantiated.
7.4. Interest shall accrue on overdue sums at 8% above the Bank of England base rate.
7.5. The Company may suspend the Works upon giving 5 days’ written notice in the event of non-payment.
7.6. The Client shall be liable for all costs incurred by the Company as a result of suspension.
7.7. Title to all materials shall remain with the Company until payment is received in full.
8. Suspension and Termination
8.1. The Company may suspend or terminate the Contract for:
8.1.1. Non-payment;
8.1.2. Material breach by the Client;
8.1.3. Unsafe conditions;
8.1.4. Insolvency.
8.2. The Client may terminate the Contract by written notice.
8.3. Upon termination, the Client shall pay:
8.3.1. The value of completed Works;
8.3.2. Materials procured and commitments made;
8.3.3. Demobilisation costs;
8.3.4. 20% of the remaining Contract value as loss of profit.
9. Liability
9.1. The Company shall exercise reasonable skill and care.
9.2. The Company’s total liability shall be limited to the lower of:
9.2.1. The Contract value; or
9.2.2. £5,000,000.
9.3. The Company shall not be liable for:
9.3.1. Loss of profit;
9.3.2. Loss of business;
9.3.3. Indirect or consequential losses.
9.4. Nothing in this Contract shall exclude liability for:
9.4.1. Death or personal injury caused by negligence;
9.4.2. Fraud.
10. Insurance
10.1. The Company shall maintain:
10.2. Employers Liability Insurance – £10,000,000;
10.3. Public Liability Insurance – £10,000,000;
10.4. Professional Indemnity Insurance – £5,000,000.
11. Compliance and Ethics
11.1 The Company operates in accordance with the Company’s:
11.1.1. Anti-Bribery and Corruption Policy;
11.1.2. Whistleblowing Policy;
11.1.3. Code of Business Conduct;
11.1.4. Data Protection Policy;
11.1.5. Modern Slavery Policy;
11.1.6. Equal Opportunities Policy;
11.1.7. VINCI Construction Code of Ethics.
11.2. The Client shall comply with all applicable laws and ethical standards.
11.3. The Company may terminate the Contract for non-compliance.
12. Data Protection
12.1. Both parties shall comply with UK GDPR and applicable data protection legislation.
13. Force Majeure
13.1. The Company shall not be liable for failure or delay caused by events beyond its reasonable control.
14. Dispute Resolution and Governing Law
14.1. Disputes may be referred to adjudication in accordance with the Scheme for Construction Contracts.
14.2. This Contract shall be governed by English law.
