Terms of business

These terms apply to all commercial quotations, orders and contracts for electrical, mechanical, BMS and solar works carried out by Lipame Ltd, unless a signed sub-contract agreement states otherwise. Domestic solar customers: see our domestic terms.

• Validity: quotations are open for acceptance for 30 days from the date of issue.
• VAT: excluded and charged at the rate ruling at the date of invoice; the domestic reverse charge is applied where applicable.
• Payment: monthly applications based on work completed; final date for payment 17 days after the due date. No retention or discount is allowed for unless agreed in writing.
• Variations & dayworks: confirmed in writing before work proceeds and valued at our published daywork rates.
• Working hours: normal working hours, Monday to Friday; overtime only on written instruction.
• Defects: 12 months from completion for defects arising from our workmanship.

1.1 In these terms and conditions of contract (“these Terms”), unless the context requires otherwise: “Lipame” means Lipame Ltd (Company No. 09498601); “Customer” means the person, firm, company or other organisation who enters into contract with Lipame for the provision of the Works; “the Works” means the scope of service which the Customer wishes to have carried out by Lipame as agreed at the date the Contract is concluded; “the Contract” means any agreement, order or contract between Lipame and the Customer for the provision of the Works which incorporates these Terms; “Contract Sum” means the agreed total price due to Lipame for undertaking the Works.

2.1 An order or acceptance by the Customer of a tender/quotation provided by Lipame shall be deemed to be an offer by the Customer to enter into a contract subject to these Terms. The Contract shall not come into existence until the Contract is concluded by Lipame’s written acceptance to the Customer of its order or acceptance. Lipame will not be bound by any price, scope of service, date, duration or other particulars unless confirmed in writing by Lipame.

2.2 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Lipame which is not set out in the Contract. The Contract shall constitute the entire agreement and understanding between the Customer and Lipame.

2.3 No alteration of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly executed by, or on behalf of, each party.

2.4 Words importing the singular meaning shall include the plural and vice versa.

2.5 Clause headings shall not affect the interpretation of the Contract.

2.6 The Contract shall be governed by and construed in accordance with English law and the English courts shall have jurisdiction over any dispute or difference that may arise.

2.7 If any provision of these Terms is invalid, illegal or unenforceable it shall not affect the remaining provisions.

2.8 Failure or delay by Lipame in enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

3.1 The Customer shall arrange for and/or grant Lipame access at all reasonable times to the site of the Works as may be necessary to enable Lipame to undertake and complete the Works.

3.2 Lipame shall carry out and complete the Works in accordance with the Contract using all reasonable endeavours.

3.3 The Customer shall comply, without charge to Lipame, with any statute, regulations, bye-laws or other requirement in force and advise Lipame if these may affect the Works. If owing to the Customer’s failure to comply Lipame incurs any loss or expense, the Customer shall reimburse Lipame the full amount.

3.4 Lipame accepts no liability for the accuracy or suitability of any information or requirements provided by the Customer.

3.5 The Customer is responsible for the successful integration of the Works with works, designs and specifications provided by others.

3.6 Lipame accepts no liability for loss or damage to the Works, including unfixed materials and goods, resulting from (a) the acts or omissions of the Customer or third parties and/or (b) fire, lightning, explosion, storm, flood, escape of water, earthquake, aircraft, riot, civil commotion and the like.

3.7 Unless otherwise agreed in writing, Lipame shall have no liability in respect of design of the Works including selection of materials and goods, which shall be deemed to have been specified by the Customer.

3.8 Any damages which the Customer seeks to recover from Lipame due to delay shall not exceed 0.5% of the Contract Sum per week of delay. Lipame’s maximum liability for damages for any reason shall not exceed 5% of the Contract Sum.

4.1 Lipame shall commence the Works on the date agreed between the parties in writing.

4.2 Where the parties have agreed in writing a Date for Completion of the Works, this date shall be subject to any adjustment due under these Terms. Where no date has been agreed, Lipame shall complete the Works within a reasonable period.

4.3 Lipame shall advise the Customer in writing when it considers the Works are complete. Unless a notice listing incomplete works is received within 14 days, the Works shall be deemed complete.

4.4 Following completion Lipame shall submit a final statement. Unless a notice disputing it is received within 21 days of issue, the final statement shall be deemed agreed and conclusive.

4.5 Where, within twelve months of completion, a notice identifies a fault arising from defective workmanship and/or materials provided by Lipame, Lipame shall at its own cost and within a reasonable time rectify the fault. Lipame shall not otherwise be under any liability for a fault or resulting loss or damage.

5.1 Any variation to the Works or the circumstances in which they are undertaken (a “Variation”) shall be confirmed in writing. Where the Customer requires a Variation, a written instruction shall be issued with sufficient details to enable Lipame to undertake it.

5.2 As the result of any Variation, Lipame shall be entitled to a reasonable adjustment to the Contract Sum and/or the Date for Completion of the Works.

5.3 Any adjustment advised by Lipame shall be deemed agreed unless a notice of objection, with reasons and the Customer’s proposed adjustment, is received within 14 days.

6.1 Correction of any discrepancies, errors or omissions in the information and/or instructions issued to Lipame shall be deemed to be a Variation.

7.1 Payments shall be determined as Lipame’s quotation or as otherwise agreed in writing, for the proportion of the Works completed, materials and goods available for use, Variations, loss and expense and any agreed advance payment.

7.2 The due date for each payment shall be the issue date of Lipame’s application for payment. The final date for payment shall be 17 days after the due date. The Customer may issue a payment notice no later than 5 days after the due date, failing which the application shall be deemed the payment notice. Subject to any pay less notice issued not later than 7 days before the final date for payment, the sum stated shall be paid.

7.3 All payments shall be made without deduction by way of retention, set-off, counterclaim, discount, abatement or otherwise.

7.4 Lipame may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 on any sum not paid by the final date for payment.

7.5 Lipame may suspend performance of its obligations until all monies owing have been paid, on giving at least seven days’ notice of intention to suspend.

7.6 All payments shall, where necessary, include Value Added Tax at the relevant rate.

7.7 A receipted VAT invoice shall be issued on request.

7.8 Risk in unfixed materials and goods shall pass to the Customer on delivery to site. Ownership of materials supplied by Lipame remains with Lipame until paid for in full.

8.1 Lipame may provide and update a programme setting out key deliverables and the Date for Completion of the Works.

8.2 Lipame’s responsibility to complete the Works is subject to the Customer providing all necessary information, consents and approvals within the periods in the latest programme or as requested by Lipame in writing.

9.1 If Lipame is delayed by any act or omission of the Customer, its servants or agents, or by circumstances beyond Lipame’s reasonable control, Lipame shall be entitled to an adjustment to the Date for Completion and any resulting loss and expense. The period to complete the Works may not be reduced.

9.2 Lipame shall not be liable or in breach of the Contract by reason of delay due to circumstances beyond its reasonable control.

10.1 Lipame shall maintain public liability and employer’s liability insurance for the duration of the Works.

11.1 Neither party shall assign the Contract without the written consent of the other, not to be unreasonably withheld.

12.1 If either party is in breach and fails to remedy the breach within 14 days of a notice to remedy, the Contract may be terminated by the party not in default.

12.2 If either party becomes insolvent, the other may terminate the Contract forthwith by notice or allow the insolvency practitioner to carry out the Contract subject to a guarantee of due performance.

12.3 Lipame may by notice to the Customer terminate Lipame’s employment under the Contract.

12.4 On termination Lipame shall be paid the value of the Works completed and begun, unfixed materials and goods properly ordered, reasonable costs of removal from site, loss and expense due under these Terms, and loss of unrecovered overhead and profit.

13.1 Unless expressly agreed otherwise, nothing in the Contract confers on any third party any right to enforce any term of the Contract.

14.1 The parties shall first try in good faith to settle any disagreement by negotiation.

14.2 Either party may refer a dispute to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998 as amended. The nominating body shall be the Royal Institution of Chartered Surveyors.

15.1 Any notice shall be delivered by hand and signed for, or sent by Recorded Signed For or Special Delivery post, and is deemed received on the second working day after posting.