Terms of Use

The appointment of a member of the Locker & Riley Group (‘Locker & Riley’) by the Client is subject to the following terms and conditions (the ‘Locker & Riley Terms of Trade’). These terms shall operate to the exclusion of all terms advanced by the Client, which shall be of no effect.

1. DEFINITIONS & INTERPRETATION

1.1. The following definitions and rules of interpretation apply in these Conditions:

1.2. In these Conditions:

1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2. a reference to a party includes its successors and permitted assigns;
3. a reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision;
4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
5. the headings are inserted for convenience only and shall not affect their construction; and
6. references to written or in writing shall include email.

2. BASIS OF CONTRACT

2.1. The Order, which may be demonstrated (without limitation) by a Client or End-Client issuing written instructions for Locker & Riley to commence any Services or to provide any Goods, or by the issue to any member of the Locker & Riley Group of a draft contract or sub-contract referencing any Quotation, constitutes an offer by the Client to purchase Manufactured Goods, Services and/or Third-Party Goods, on a non- exclusive basis, in accordance with these Conditions.

2.2. The Order shall only be deemed to be accepted on the sooner of: at which point and on which date the Contract shall come into existence (the ‘Commencement Date’).

1. Locker & Riley issuing written acceptance of the Order; and

2. the Client paying the Deposit;

2.4. Any samples, descriptive matter or advertising issued by Locker & Riley and any descriptions of the Manufactured Goods, Third-Party Goods and/or Services contained in Locker & Riley’s catalogues, brochures, websites or other marketing or promotional material are issued or published for the sole purpose of giving an approximate idea of the goods and/or services described in them. They shall not form part of the Contract or have any contractual force.

2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Client or the End-Client seeks to impose or incorporate (including but not limited to any terms contained in the Order), or which are implied by law, trade custom, practice or course of dealing, save only where Locker & Riley enters into a specific written contract with the Client which explicitly excludes these Conditions (by reference to the “Locker & Riley Terms of Trade”), whereupon the terms of such specific written contract shall apply only to Goods delivered and/or Services carried out from the date of such contract (and these Conditions shall apply to the supply of any Goods and/or Services on or before that date).

2.6. Unless otherwise set out therein, any Quotation given by Locker & Riley shall be an invitation to treat and shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue, after which time Locker & Riley reserves the right to modify or withdraw it without penalty.

2.7. All of these Conditions shall apply to the supply of both Goods and Services, except where application to one or the other alone is specified.

2.8. The Client irrevocably waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained within any of the Client’s documents that is inconsistent with these Conditions. In particular, no JCT or similar standard-form sub-contract provisions shall apply to the Contract.

2.9. If any term, provision, Assumption or allowance set out in the Quotation is inconsistent with any term, provision, Assumption or allowance set out in these Conditions, these Conditions shall be deemed modified by the minimum amount required to give effect to the intention of the Quotation.

3. LOCKER & RILEY’S OBLIGATIONS

3.1. Unless otherwise specifically detailed in the Quotation, no Drawings or design work have been prepared or undertaken by Locker & Riley and Locker & Riley accepts no design liability under the Contract. In particular, unless otherwise clearly set out in a Quotation, Locker & Riley shall have no responsibility for the suitability or fitness for purpose of any Manufactured Goods or Third-Party Goods supplied.

3.2. Locker & Riley warrants and undertakes that it shall use all the reasonable skill, care and diligence to be expected of an experienced member of its profession undertaking the Services on works similar in scope and character to the Project.

3.3. Unless otherwise set out in a Quotation, Locker & Riley provides the Goods for private and domestic use only (and no commercial or business use) and shall carry out the Services on this basis. 3.4. Locker & Riley shall keep the Client reasonably informed of:

1. progress in the performance of the Services and of any issue that may materially affect the Brief, the Budget, the Programme, or the quality of the Project;
2. the need to appoint Others to perform work or services in relation to the Project; and/or
3. any information, decision or action required from the Client or Others in connection with the performance of the Services.

3.5. Locker & Riley shall Collaborate with all Others who are working on the Project, or whose appointment is reasonably foreseeable, and, as applicable, shall co-ordinate and integrate the information so received into its work.

4. THE CLIENT’S OBLIGATIONS

4.1. The Client shall provide, free of charge, all the information in its possession, or readily obtainable, which is necessary for the proper and timely performance of the Services, and Locker & Riley shall be entitled to rely on such information and shall not be responsible for any flaws, defects, inconsistencies or inaccuracies contained therein.

4.2. The Client shall take decisions, give approvals and take all such other actions necessary for the proper and timely performance of the Services. Where the Client is requested by Locker & Riley to provide information about, confirmation of, approval of, or consent to any matter, the Client shall do so reasonably promptly and, in any event, within 5 Business Days. Where the Client does not take the required decisions, give the required approvals or take any such other actions necessary, Locker & Riley shall be entitled, on the giving of not less than 2 Business Days’ notice to proceed on the basis that any such decisions, approvals or actions have been taken in such way as the notice shall specify and the Client shall be deemed to have consented to the same.

4.3. The Client shall supply the Brief, assist with its development and advise Locker & Riley on the relative priorities of the Brief, the Budget and the Programme.

4.4. If the Client, the End-Client, or anyone acting on either’s behalf issues instructions to Others, Locker & Riley shall not be responsible or liable for the consequences of such instructions.

4.5. The Client shall be responsible for the obtaining of all necessary licences, permits, permissions, approvals and consents required for the carrying out of the Services, including but not limited to any licences to alter required under the provisions of any title to the Property, any listed building, heritage or conservation area consent, and/or any building control or analogous approvals both before and following completion of the Services.

4.6. If the Client or anyone acting on its behalf issues instructions that mean that the Services will be delivered in such a way as to contravene any permissions, consents, licences, regulations or other mandatory provisions, Locker & Riley shall not be responsible for the consequences of such instructions.

4.7. Where work or services, other than the Services, are required, the Client shall appoint and pay Others under separate agreements to perform such work or services, shall hold such Others responsible for the competence and performance of their work or services, and shall require them to Collaborate with Locker & Riley without charge. The Client shall confirm to Locker & Riley the appointment of such Others, their disciplines and the expected duration of their employment.

4.8. If during performance of the Services it is Locker & Riley’s opinion that it would benefit the Client or the End-Client, Locker & Riley may recommend that the Client appoints Others with appropriate knowledge and experience to perform part of the Services. If the Client agrees to such appointment, it shall be made without undue delay. On such appointment, the Client shall give Locker & Riley written confirmation, whereupon Locker & Riley will cease to be responsible or liable for that element of the Services. Locker & Riley shall Collaborate with such Others.

4.9. Where the Contract is for the supply of Goods, the Client shall be responsible for providing a safe, dry, room-temperature, secure storage area for any unfixed Goods and/or materials and Locker & Riley accept no responsibility for any loss or damaged caused by the Client’s failure to so provide.

4.10. Unless otherwise explicitly set out in the Quotation, Locker & Riley does not provide, and has not allowed for any of the following in the preparation of its Quotation. The Client shall be responsible for arranging and paying for all of the following in good time to allow the Works to proceed unhindered:

1. the identification, monitoring, removal and disposal of any hazardous materials;
2. any builder’s work, including but not limited to the provision of ducts, chasing-in or running of cables, drilling of holes, penetration of any exterior wall, cutting-out of existing or new structures and any making good; and
3. preparatory work, including but not limited to first fixes and any other enabling works in strict accordance with the supplied schematics, schedules and drawings.

5. APPROVAL OF DRAWINGS

5.1. Locker & Riley may, from time to time, request that the Client approves one or more Drawings.

5.2. The Client shall communicate its approval of the Drawings to Locker & Riley in writing (such approval not unreasonably to be withheld or delayed and to be delivered in any event within 5 Business Days) and, subject to clause 5.3, the Client’s approval of the Drawings constitutes irrevocable confirmation that:

1. Manufactured Goods manufactured in conformity with the Drawings will comply with the Brief;
2. Third-Party Goods supplied in conformity with the Drawings will comply with the Brief; and
3. Locker & Riley may commence manufacture of the relevant Manufactured Goods, and order any Third-Party Goods, in line with the approved Drawings.

5.3. Where the Client’s approval is given subject to comments of a minor nature, the Drawings shall be deemed, for the purposes of clause 5.2, to have been modified in line with those comments.

5.4. Where the Client does not approve Drawings, or such approval is delayed beyond 5 Business Days:

1. on the Client’s request, Locker & Riley will re-issue the Drawings incorporating the Client’s feedback; and
2. Locker & Riley shall not be required to commence the manufacture of any Manufactured Goods, or order any Third-Party Goods, under the Contract until all such Drawings have been approved by the Client.

6. MANUFACTURED GOODS

6.1. Locker & Riley reserves the right to amend the Manufactured Goods Specification if required by any applicable statutory or regulatory requirement, or where a previously-approved material is no longer available.

6.2. Subject to clause 6.3, provided always that:

1. the Client gives notice in writing to Locker & Riley within 3 Business Days of delivery (or, if not reasonably apparent upon inspection at the point of delivery, before the sooner of 15 Business Days from the point of Fixing (where applicable) and 3 Business Days from when the Client discovered, or ought reasonably to have discovered the same) that some or all of the Manufactured Goods and/or the Third-Party Goods do not comply with the Specification;
2. Locker & Riley is given a reasonable opportunity of examining such Manufactured Goods;
3. the defect or non-compliance does not arise out of any design or specification provided by the Client or any installation, fixing, adjustment, alteration or other work by Others; and
4. the Client can provide documentary evidence to Locker & Riley’s reasonable satisfaction of storage of the Goods at consistent temperatures and humidity in line with Locker & Riley’s recommendations from the time of delivery to the time of such inspection;

Locker & Riley shall, at its sole option, correct or replace the defective Goods, or refund the price of such defective Goods in full or in part, adjusting the price of such defective Goods by a value that (in its sole opinion) reasonably and proportionately reflects any diminution in amenity arising out of such defects.

6.3. Locker & Riley shall not be liable for Goods’ failure to comply with the Specification if:

1. the Client makes any further use of such Goods after giving a notice in accordance with clause 6.1;
2. the defect arises because the Client failed to follow Locker & Riley’s oral or written instructions as to the storage, packaging, transport, use or maintenance of the Goods, or (absent specific instructions) generally-accepted practice regarding the same;
3. the Client alters, corrects or repairs such Goods without the written consent of Locker & Riley;
4. the defect arises as a result of actions by Others, fair wear and tear, wilful damage, negligence, or abnormal working or storage conditions; or
5. the Goods differ from the Goods’ Specification as a result of changes reasonably made to ensure that they comply with any applicable statutory or regulatory standards or such changes are reasonably made to prevent the reoccurrence of any defect.

These Conditions shall apply to any corrected or replacement Goods supplied by Locker & Riley.

7. APPROVAL OF SAMPLES

7.1. Locker & Riley may, from time to time in respect of Goods, request that the Client approves one or more samples of Goods to be provided under the Contract.

7.2. The Client acknowledges that any sample supplied is indicative only of the type of material to be provided and will not necessarily show any variation in colour, texture, veining, finish or grain that may be apparent over a larger surface area.

7.3. The Client shall communicate its approval of the samples to Locker & Riley in writing (such approval not unreasonably to be withheld or delayed) and the Client’s approval of the samples constitutes irrevocable confirmation that:

1. Goods manufactured and supplied in conformity with the samples (or differing only within normal industrial limits) will comply with the relevant Specification;
2. Locker & Riley may proceed to select goods and/or materials that conform materially with the samples, exercising reasonable skill and care, but without any liability for any variations in colour, grain or finish of any natural materials; and
3. Materials supplied that conform with any approved sample shall be deemed of satisfactory quality and fit for the purpose for which the Client requires them in the environment in which they are to be used.

8. DELIVERY OF MANUFACTURED GOODS

8.1. The Quotation is based on Locker & Riley being able to make deliveries in full loads (or in such consignments, part-loads or otherwise as it shall in its ultimate discretion decide) to the nearest hard road adjacent to the Property. Locker & Riley shall not be responsible for any unloading vehicles or distribution of the Goods around the Property, each of which shall be the Client’s responsibility.

8.2. Any dates quoted for the delivery of the Manufactured Goods are approximate only, and the time of delivery is not of the essence.

8.3. Locker & Riley shall deliver the Manufactured Goods at any time after it notifies the Client that the Manufactured Goods are ready.

8.4. Locker & Riley shall ensure that each delivery of the Manufactured Goods:

1. is accompanied by a delivery note which shows the date of the Order, all relevant Client and Locker & Riley reference numbers, the type and quantity of the Manufactured Goods (including the code numbers of the Manufactured Goods, where applicable), special storage instructions (if any); and
2. states clearly on the delivery note any requirement for the Client to return any packaging material to Locker & Riley.

The Client shall make any such packaging materials available for collection at such times as Locker & Riley shall reasonably request. Returns of packaging materials shall be at Locker & Riley’s expense.

8.5. If Locker & Riley fails to deliver the Manufactured Goods at all, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and equivalent quality in the cheapest market available, less the price of the Manufactured Goods.

8.6. Locker & Riley shall not be liable for any delay in delivery of, or failure to deliver, the Manufactured Goods or any of them, including but not limited to any delays or failures that are caused by the Client’s failure to provide Locker & Riley with adequate delivery instructions, adequate notice, attendances as previously agreed between Locker & Riley and the Client, or any other instructions that are relevant to the supply of the Manufactured Goods.

8.7. If the Client fails to accept delivery of the Manufactured Goods within 3 Business Days of Locker & Riley notifying the Client that the Manufactured Goods are ready, then except where such failure or delay is caused by Locker & Riley’s failure to comply with its own obligations under the Contract in respect of the Manufactured Goods:

1. delivery of the Manufactured Goods shall be deemed of have been completed at 09:00am on the third Business Day following the day on which Locker & Riley notified the Client that the Manufactured Goods were ready;
2. Locker & Riley shall store the goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance) at a rate of not less than £200 per m2 per month plus VAT; and
3. Locker & Riley may, having given reasonable notice to the Client, sell the Manufactured Goods at the best price readily obtainable and (after deducting all accrued storage costs and the reasonable costs of sale), account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.

8.8. The Client agrees to indemnify Locker & Riley for any additional delivery- related costs, including but not limited to waiting time, specialist delivery requirements and any aborted delivery attempts.

9. FIXING OF GOODS

9.1. Where the Client instructs Locker & Riley to install, fix, site and/or style Goods (‘Works’), the Client shall, without additional charge and in accordance with all relevant statutory provisions (where applicable):

1. allow Locker & Riley and any of its suppliers and/or sub-contractors to take possession of those parts of the Property where Works are to be carried out;
2. afford free, unhindered and uninterrupted access to any areas required;
3. afford reasonable secure and weatherproof space to store materials and tools as necessary;
4. provide Locker & Riley with exclusive access to working platforms reasonably required for the carrying out of the Works;
5. provide unloading, hoisting and distribution of goods and materials as required for the Works;
6. provide access to toilet, washing and welfare facilities;
7. provide heating, water and electricity at each working level adjacent to the Works;
8. provide accurate datum points and gridlines suitable for the setting out of the Works at each level adjacent to the Works; and
9. shall permit Locker & Riley to carry out Works on Business Days, between 08:00 – 18:00.

9.2. Locker & Riley shall ensure that any Works are executed using skilled tradespeople appropriate to each task, but shall do so in a sequence and with a method and using such number of operatives and resources as it (in its ultimate discretion) considers most suitable for the profitable carrying out of the Works.

9.3. Where the Client is in occupation of the Property, Locker & Riley shall ensure that the Property is left in a reasonably clean and tidy condition each day, clearing away all rubbish arising, and Locker & Riley shall warn the Client of any dangers arising from the Works.

9.4. Where Locker & Riley is providing a labour-only service, the Client shall, unless otherwise set out in the Quotation, be responsible for all supervision and direction of such labour operatives and shall be responsible for providing them with all setting-out lines and levels

10. PROCUREMENT OF THIRD-PARTY GOODS

10.1. Where Locker & Riley is appointed to procure Third-Party Goods, it is appointed as the Client’s agent to do so (and not as Principal). In procuring the supply, delivery and/or Fixing of Third-Party Goods from others, Locker & Riley shall take commercially reasonable steps to ensure that such Third-Party Goods are:

1. obtained from manufacturers or other suppliers under conditions of sale which contain no unreasonable exclusions or limitations of liability;
2. delivered to the Property in good order by an agreed delivery date;
3. procured in accordance with this clause 10; and
4. if faulty, remedied or, if necessary, replaced in accordance with the supplier’s conditions of sale, provided that the Client notifies Locker & Riley within a reasonable period depending on the durability of the product.

10.2. Locker & Riley accepts no liability for the late delivery of any Third-Party Goods provided that Locker & Riley is not the primary cause of such delay.

10.3. Where the Client is responsible for receiving Third-Party Goods, it shall give Locker & Riley notice within 3 Business Days of delivery of any apparent defects in any item.

11. CANCELLATION

11.1. In the event that the Client instructs cancellation of any Manufactured Goods or Third-Party Goods before they are delivered, the Client will reimburse Locker & Riley for all costs arising out of or in connection with the cancellation and the Client acknowledges that it may not be possible to cancel orders with Locker & Riley’s suppliers.

11.2. Subject to clause 14.8, Locker & Riley agrees to undertake commercially reasonable efforts to secure cancellation of its upstream orders and, subject to any costs, expenses and cancellation charges, to reimburse the Client within a reasonable period for any refunds it receives from its suppliers, less a 20% administration fee.

12. CHANGE CONTROL

12.1. If either party wishes to make a change to the scope of the Services, the Contract or any Specifications (a ‘Change’), Locker & Riley shall provide a written estimate to the Client of:

1. the likely impact upon the Programme;
2. the likely impact upon the Budget;
3. any variations to the Quotation Fees; and
4. any other relevant impact that the change may cause (a ‘Change Estimate’).

12.2. A Change Estimate remains open for acceptance by the Client for a period of 5 Business Days, at which time it shall expire automatically.

12.3. Should the Client wish to proceed with the change as set out in the Change Estimate before its expiry, it shall notify Locker & Riley in writing and, only once the Change has been paid for in full upfront, the Contract shall be deemed amended accordingly. Locker & Riley shall not be required to apply for payment under any interim payment process in respect of any Change.

13. TITLE & RISK

13.1. Manufactured Goods and Third-Party Goods shall remain at Locker & Riley’s risk until the later of:

1. delivery (or deemed delivery) to the Client at the Property is complete (to the point of making the Goods available for unloading); and
2. Fixing (where part of the Contract) is practically complete,

after which point Locker & Riley shall have no further risk nor any further responsibility to protect any of the Goods and/or the Works.

13.2. Title to the Manufactured Goods shall not pass to the Client until the earlier of Locker & Riley receiving payment in full (in cash or cleared funds) for all Manufactured Goods, Services and Third-Party Goods that Locker & Riley has supplied to the Client in respect of which payment has become due, in which case title shall pass at the time of payment of all such sums.

13.3. Until title to the Manufactured Goods and Third-Party Goods has passed to the Client, the Client shall:

1. ensure that they remain readily identifiable as Locker & Riley’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Manufactured Goods or Third-Party Goods;
3. maintain the Manufactured Goods and Third-Party Goods in satisfactory condition and keep them insured against all risks for their full price on Locker & Riley’s behalf from the date of delivery;
4. notify Locker & Riley immediately if it becomes subject to any of the events listed in clause 21.2.a) to 21.2.d); and
5. give Locker & Riley such information as Locker & Riley may reasonably require from time to time relating to:
   1. the Manufactured Goods;
   2. the Third-Party Goods; and
   3. the ongoing financial position of the Client, and
6. permit Locker & Riley, or its authorised representatives, to enter upon the Property to remove the same.

13.4. In the event that then Property or Works or any part of the is disposed of in such a manner as to give a third party title over any Goods or the Works (as applicable), Locker & Riley’s rights under these Conditions shall attach to the proceeds of such disposal and the Client shall hold the same on trust for Locker & Riley until paid in full.

14. PAYMENT

14.1. The Client shall pay Locker & Riley:

1. increase the charges for the Additional Services on an annual basis with effect from each anniversary of the end of the month preceding the Quotation in line with CPIH and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the mean of the three latest available monthly figures for the percentage increase in the Retail Prices Index before that anniversary; and
2. Locker & Riley’s fee and rates for each individual person are calculated on the basis of them working during Working Hours;
3. Locker & Riley shall be entitled to charge an overtime rate of 15% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on Services outside the hours referred to in clause 14.2.b); and

Locker & Riley shall be entitled to charge the Client for any expenses reasonably incurred by the individuals that Locker & Riley engages in connection with the Additional Services, including any additional delivery-related costs, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Locker & Riley for the performance of the Additional Services, and for the cost of any materials.

14.3. Save that no delay in issuing an invoice in accordance with this clause shall constitute a waiver of Locker & Riley’s entitlement for remuneration contained therein, Locker & Riley shall, in respect of Additional Services, unless otherwise agreed with the Client, invoice the Client monthly in arrears.

14.4. Locker & Riley reserves the right to:

1. increase the charges for the Additional Services on an annual basis with effect from each anniversary of the end of the month preceding the Quotation in line with CPIH and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the mean of the three latest available monthly figures for the percentage increase in the Retail Prices Index before that anniversary; and
2. increase the price of the Goods by giving notice to the Client at any time before the later of their delivery and Fixing, to reflect any increase in the cost to Locker & Riley that is due to:
   1. any errors and/or omissions in a Quotation;
   2. the Client accepting some, but not all, of any Quotation;
   3. any Change;
   4. any factor beyond the control of Locker & Riley (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, manufacturing and other supply or supplier costs);
   5. any request by the Client to change the delivery date(s), quantities or types of Manufactured Goods ordered, or the relevant Specification;
   6. any delay caused by instructions of the Client in respect of the Manufactured Goods or Third-Party Goods, late payment, or failure of the Client to give Locker & Riley adequate or accurate information or instructions in respect of the same.

14.5. Where a Quotation contains specific provision for expenses (including but not limited to travelling expenses, hotel costs, subsistence and any associated expenses), the Client shall be responsible for any such expenses actually incurred in excess of the provision.

14.6. Unless otherwise set out in the Quotation, the Client shall pay each invoice submitted by Locker & Riley:

1. within fourteen (14) days of the date of the earlier of an invoice or application for payment or, if different, in accordance with any credit terms or payment milestones set out in a Quotation or invoice or notified to the Client by Locker & Riley from time to time; and
2. in full and in cleared funds to a bank account nominated in writing by Locker & Riley, and

14.7. Unless otherwise set out in the Quotation, a deposit of 50% of the Quotation Fees is payable upon Locker & Riley’s acceptance of the Order (the ‘Deposit’), with the balance to be paid as set out in the Quotation. Where a lead time for delivery has been agreed, such lead time shall commence upon receipt of the Deposit in full.

14.8. Without prejudice to the provisions of clause 11, in the event that the Client terminates the Contract, for whatever reason, before completion of the Works, Locker & Riley shall not be obliged to return any of the Deposit.

14.9. Unless specifically shown otherwise, all amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (‘VAT’). Where any taxable supply for VAT purposes is made under the Contract by Locker & Riley to the Client, the Client shall, on receipt of a valid VAT invoice from Locker & Riley, pay to Locker & Riley such additional amounts in respect of VAT as are chargeable on the supply of the Manufactured Goods, Services and/or Third-Party Goods at the same time as payment is due for the supply of the Services and/or Goods.

14.10. If the Client fails to make a payment due to Locker & Riley under the Contract by the due date, then, without limiting Locker & Riley’s remedies under clause 19, the Client shall:

1. forfeit any discount on the Invoice;
2. have its credit facility cancelled, whereupon the balance of the Contract shall be payable on a cash account basis against pro-forma invoices prior to the supply of any Services and the manufacture and/or delivery of any Goods;
3. reimburse Locker & Riley for all costs and expenses (including legal expenses on the full indemnity basis) incurred in chasing and/or securing payment of any overdue amount; and
4. pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 14.10 will accrue each day at 2% per month above the Bank of England’s base rate prevailing on the due date, but at 2% per month for any period when that base rate is below 0%.

14.11. All amounts due from the Client to Locker & Riley under the Contract shall be paid in full without any retention, set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

15. INTELLECTUAL PROPERTY RIGHTS

15.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Materials), including in any Improvements, shall be owned by Locker & Riley.

15.2. The Client grants Locker & Riley a fully paid-up, worldwide, non- exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to Locker & Riley, including but not limited to Client Materials and/or any other relevant Intellectual Property Rights, for the term of the Contract for the purpose of providing the Services to the Client.

16. CONFIDENTIALITY

16.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.

16.2. Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, contractors or sub- contractors or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other party’s confidential information comply with this clause 16; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

17. PHOTOGRAPHY & PUBLICITY

17.1. Subject to the provisions of clause 16 above (Confidentiality), Locker & Riley shall have the right, unless otherwise set out within the Quotation, to take and publish photographs of the Project, and the Client shall give (and shall procure that the End-Client shall permit) Locker & Riley reasonable access to the Project for this purpose for up to 2 months after practical completion of the Project.

17.2. Subject also to the provisions of clause 16 above (Confidentiality), Locker & Riley shall have the right (and the Client shall procure that the End-Client shall allow it), unless otherwise set out within the Order, to discuss and promote the design philosophy, provide a generic outline of the challenges and opportunities contained within the Project (as relating to the Services), and explain and showcase specific details of the Services.

17.3. Locker & Riley shall obtain the Client’s consent, which consent shall not unreasonably be withheld, before publication of any other information about the Project, unless reasonably necessary for the performance of the Services.

18. LIMITATION OF LIABILITY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

18.1. Locker & Riley has obtained professional indemnity insurance cover in respect of its own legal liability not exceeding £1 million in the aggregate during any year. The limits and exclusions in this clause reflect the insurance cover that Locker & Riley has been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.

18.2. Locker & Riley does not warrant:

1. that planning permission, heritage approval or any other approvals from third parties will be granted at all or, if granted, will be granted in accordance with any anticipated timescale;
2. compliance with the Budget or the Programme, which may need to be reviewed, without limitation, for:
   1. approved Changes arising from design development or requested by the Client;
   2. delays caused by Others; and/or
   3. any other factors beyond Locker & Riley’s control, and/or
3. the competence, performance, work, services, products or solvency of any Others.

18.3. The Client acknowledges (and shall procure that the End-Client, in turn, acknowledges) that:

1. where the Client or End-Client provides the designs and/or Specifications to which Locker & Riley must work, such designs and/or Specifications may not be suitable for the purpose(s) intended;
2. the Programme is provided for general indicative information only, based on delivery during Working Hours, on Business Days, and no failure to deliver any Goods and/or Services in accordance with the Programme shall constitute a breach of the Contract or entitle the Client to any loss or damage;
3. hand-finished plaster products are subject to natural formation characteristics, variations in colour, markings, texture, grain, bed and moisture content;
4. Locker & Riley does not accept any liability for the change in appearance or damage to any materials arising out of contact with water, oily, coloured, chlorinated, salty and/or acidic liquids;
5. irregularities in the appearance, including but not limited to the colour, grain, texture and/or finish of hand-finished products do not affect the performance of the product and shall not be considered defects;
6. it is not possible to guarantee the durability of any natural products;
7. shiny finishes (including but not limited to metallic ones) may dull and tarnish over time. Similarly, matte finishes may become shiny through wear, grease or usage. This does not affect their performance and shall not be considered a defect;
8. it is not possible to guarantee matching of the finish of any Third- Party Goods with the approved samples (including but not limited to differences in the colour or grain or the existence of knots, fossils or occlusions in any natural materials);
9. protective coverings may result in changes in the colour, finish or appearance of fabrics, materials, plaster and natural products;

and that Locker & Riley accepts no liability and offers no such guarantees in relation to the foregoing.

18.4. Subject to clause 18.11 and without prejudice to the provisions of clause 18.6, Locker & Riley’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

18.5. In clause 18.4:

1. ‘cap’ means, subject always to the provisions of clause 18.6, the lesser of the amount of Locker & Riley’s professional indemnity insurance and 20% of the total charges in the contract year in which the breaches occurred;
2. ‘contract year’ means a 12-month period commencing with the Commencement Date or any anniversary of it; and
3. ‘total charges’ means all sums paid by the Client and all sums payable under Contracts in respect of Manufactured Goods, Services and Third-Party Goods provided to the Client in respect of the Project, to the extent that the same have been invoiced to, and paid by, the Client.

18.6. In any event, Locker & Riley's liability shall not exceed such sum as it is just and equitable to pay having regard to the extent of its responsibility for the loss and/or damage in question, on the assumptions that all relevant Others have provided undertakings on terms no less onerous to Locker & Riley’s in the Contract; there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between the Client and the Others; and that all the Others have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage, and the cap shall be deemed reduced accordingly.

18.7. The following types of loss are wholly excluded: (a) indirect or consequential loss; (b) loss of profits; (c) loss of sales or business; (d) loss of agreements or contracts; (e) loss of anticipated savings; (f) shipping and/or carriage costs; (g) loss of or damage to goodwill; (h) loss of use; and/or (i) any special, indirect, punitive and/or purely economic loss, costs, damages, charges and/or expenses.

18.8. Locker & Riley has given commitments as to the compliance of the Manufactured Goods and Services with relevant Specifications in clause 3 and clause 5. In view of these commitments, any terms relating to quality and/or fitness for purpose implied by law are, to the fullest extent permitted by law, excluded from the Contract.

18.9. The restrictions on liability in this clause 18 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

18.10. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

18.11. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.

18.12. This clause 18 shall survive termination of the Contract.

19. SUSPENSION

19.1. Locker & Riley may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Client and Locker & Riley, without notice, if:

1. the Client fails to pay any amount due under the Contract or any other contract between the Client and Locker & Riley on its due date for payment;
2. the Client exceeds its credit limit or notifies Locker & Riley that it intends to withhold payment, or has withheld payment of any part of Locker & Riley’s account;
3. the Client breaches any of the terms of the Contract or any other contract with Locker & Riley in such a manner so as reasonably to justify the opinion that it no longer has the intention or ability to give effect to the terms of such contract;
4. Locker & Riley is prevented from or impeded in performing the Services for reasons beyond its reasonable control;
5. the Client or the End-Client becomes subject to any of the events listed in clause 21.2.a) to 21.2.d), or Locker & Riley reasonably believes that the Client or the End-Client is about to become subject to any of them;
6. the value of Manufactured Goods or Third-Party Goods delivered, or Services provided, but not paid for, would exceed the Client’s credit limit with Locker & Riley; and/or
7. Force Majeure.

19.2. In the event of suspension under this clause 19, Locker & Riley shall upon written notice cease performance of the suspended Services and/or other obligations in an orderly and economical manner on the expiry of the notice period after receipt or giving of a notice of suspension.

19.3. Subject to the provisions of clause 19.4, if the reason for a notice of suspension arises from a default which is remedied, Locker & Riley shall resume performance of the Services and/or other obligations within a commercially reasonable period from payment in full by the Client all of the costs set out at clause 19.5.

19.4. Any period of suspension arising under clause 19.1 shall be added to the latest Programme for the completion of the relevant Services and/or other obligations.

19.5. The Client agrees to pay any and all expenses, costs and disbursements incurred by Locker & Riley as a result of a suspension and any associated demobilisation and/or remobilisation under this clause 19. Locker & Riley shall not be liable to the Client for any loss or damage arising out of a suspension under this clause 19.

20. ACCELERATION

20.1. In the event that any of the conditions set out at clauses 19.1.a) to 19.1.f) is satisfied, the balance of all amounts to be paid by the Client under the Contract shall become immediately due and payable, whether or not any Services have been delivered and/or any Manufactured Goods or Third- Party Goods remain to be delivered, notwithstanding any agreement to the contrary.

21. TERMINATION

21.1. Without affecting any other right or remedy available to it, either party may terminate the Contract for any reason prior to delivery of the relevant Manufactured Goods and/or Services by giving the other party not less than 20 Business Days’ written notice.

21.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving notice to the other party if:

1. the Client, being an individual, is the subject of a bankruptcy petition, application or order;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

21.3. Without affecting any right or remedy available to it, Locker & Riley may terminate the Contract with immediate effect by giving written notice to the Client if:

1. the Client fails to pay any amount due under the Contract or any other contract between the Client and Locker & Riley on the due date for payment;
2. the Client becomes designated under any Sanctions Legislation; or
3. there is a change of Control of the Client.

22. CONSEQUENCES OF TERMINATION

22.1. On termination of the Contract:

1. the Client shall immediately pay to Locker & Riley all of Locker & Riley’s outstanding unpaid invoices and interest and, in respect of Services commenced, Third-Party Goods and/or materials ordered, and Manufactured Goods in the process of manufacture but for which no invoice has been submitted (for which Locker & Riley shall submit an invoice which shall be payable by the Client immediately on receipt); and
2. the Client shall return any Goods which have not been fully paid for. If the Client fails to do so, then Locker & Riley may enter the Client’s premises to take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

22.2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

22.3. The Client agrees to pay any and all expenses, costs and disbursements incurred by Locker & Riley as a result of the termination and any associated demobilisation costs, legal and other professional fees. Locker & Riley shall not be liable to the Client for any loss or damage arising out of termination of the Contract.

22.4. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

23. FORCE MAJEURE

23.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (whether or not such circumstances are foreseeable) (a ‘Force Majeure Event’). In such circumstances, the party affected shall be entitled to a reasonable extension of the time for performing such obligations.

23.2. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 2 weeks’ written notice to the affected party.

24. ASSIGNMENT

24.1. Locker & Riley may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal with in any other manner any or all of its rights and obligations under the Contract.

24.2. Locker & Riley may sub-contract services under this appointment as it sees fit, including but not limited to any member of the Locker & Riley Group, provided always that it shall be responsible for any services it sub-contracts to a third party as if it had performed such services itself.

24.3. Subject to clause 24.4, the Client shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Locker & Riley.

24.4. The Client may assign the benefit of this appointment:

1. On two occasions to any person with an interest in the Project; and
2. Without counting as an assignment under clause 24.4a), by way of security to any Funder, including any reassignment on redemption of security.

25. NOTICES

25.1. Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be:

1. delivered by recorded delivery to the other party’s registered office or principal place of business; or
2. sent by email to an address specified by that party from time to time for such purpose.

25.2. Any notice or communication shall be deemed to have been received:

1. if sent by recorded delivery, at the time shown on the proof of delivery; and
2. if sent by email, at 09:00 on the next Business Day after the time of successful transmission.

26. SEVERANCE

26.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

27. WAIVER

27.1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

28. NO PARTNERSHIP OR AGENCY

28.1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

29. ENTIRE AGREEMENT

29.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

29.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

29.3. Nothing in this clause shall limit or exclude any liability for fraud.

30. THIRD PARTY RIGHTS

30.1. Unless it explicitly states otherwise, the Contract does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

30.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

31. VARIATION

31.1. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

32. DISPUTES

32.1. Notwithstanding any other provision of these Conditions, and whether or not the Client or End-Client is a residential occupier, either party may at any time refer a dispute arising under the Contract to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998, which Part shall take effect as if it was incorporated into this clause.

32.2. If any dispute arises in connection with these Conditions, or their performance, validity or enforcement (a ‘Dispute’), the parties will attempt to settle it in accordance with the following protocol:

1. Either party shall give the other a written notice of the Dispute, setting out its nature and full particulars (a ‘Dispute Notice’), together with relevant supporting documents; and
2. The parties will attempt, in good faith, to resolve the Dispute promptly through negotiation between representatives of the respective parties who have authority to settle.

32.3. If those representatives are, for any reason, unable to resolve the Dispute as a result of negotiation within 30 days, the dispute shall be referred to mediation in accordance with the London Chamber of Arbitration and Mediation (‘LCAM’) Model Mediation Procedures.

32.4. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the Dispute Notice. The language of the mediation shall be English and the mediation shall take place by video link.

32.5. If the Dispute is not resolved within 60 days of the Dispute Notice, it shall be finally resolved by arbitration in accordance with the Expedited Arbitration Rules of LCAM for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of the arbitration shall be London and either party may appear by video conference. The tribunal shall consist of one arbitrator and the language of the arbitration shall be English.

33. DIGITAL EXECUTION

33.1. Each party agrees that the Contract, any notices and all other relevant documents between them may be executed by electronic signature and this method of signature shall be conclusive of each party’s intention to be bound by and/or authenticate any documents relating to the Contract as if signed by a manuscript signature.

34. GOVERNING LAW

34.1. This appointment and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

35. JURISDICTION

35.1. Subject to the provision of clause 32, the Client consents to the exclusive jurisdiction of the courts of England and Wales in all matters arising out of or in connection with the Contract, except to the extent Locker & Riley invokes the jurisdiction of any other country.