Terms and Conditions Standard Terms and Conditions Bird 'n' Bloke Limited These Standard Terms and Conditions are between Bird 'n' Bloke Limited of 88 Railway Lane, Sutton Bridge, Spalding, Lincolnshire PE12 9XA, UK (hereinafter referred to as "the Company") and the individual, firm, company or partnership (hereinafter referred to as "the Client") for whom the Company is engaged to provide a programme of work agreed between the Client and the Company ("the Services"). Unless otherwise previously agreed by the Company in writing, the acceptance of the Company's proposal for the Services will be deemed to be acceptance by the Client of these Standard Terms and Conditions. 1. In these Standard Terms and Conditions the following terms shall have meanings ascribed to them: (1) "Conditions" shall mean these Standard Terms and Conditions. (2) "Client" shall mean the party to whom the Company addresses its quotations, estimates and contracts to supply the Services. (3) "Contract" shall mean any contract between the Company and the Client and shall consist of these Conditions, the Company document which offers to undertake a programme of work and calls up these conditions, and such other documentation as may be called up or referred to therein and stated as forming a part thereof. (4) "Services" shall mean a programme of work offered by the Company and accepted by the Client subject to the Contract. 2. All quotations or estimations made and contracts entered into by the Company are subject to these Conditions and no additions thereto or alteration or relaxation thereof shall apply unless agreed in writing by the company in accordance with Clause 15. 3. The Client shall use all reasonable endeavours to co-operate and assist the Company in a timely manner to such an extent as the Company may reasonably require in order to perform the Services in fulfilment of the Contract entered into between the Company and the Client. 4. Neither the Company nor the Client shall assign the Contract, or part of, between the Company and the Client without prior written consent of the other party, save that the Company shall be free at any time to sub-contract, or otherwise deal with any parts thereof. 5. (1) The Company warrants that the standard of work provided by the Company in performing the Services to meet the Contract shall be that normally found in the industry for that type of work. (2) The Company shall not be in breach of its obligations hereunder nor be liable for any loss or damage of any nature whatsoever suffered by the Client arising from: (a) Any act or omission on the part of the Client, its servants or agents (b) The incorrectness or incompleteness of any data, information or facilities supplied to the Company by the Client, its servants or agents. (c) Any cause beyond the reasonable control of the Company, including but not limited to accidents, strikes, lockouts, fire, acts of third parties and other circumstances of force majeure and/or otherwise outside its reasonable control. (3) In the event of any of the matters referred to in sub-clause 5.2 (a) or (b) occurring the Company will inform the Client of any additional cost which will be incurred thereby and of any extended time of completion which will be required and, unless requested otherwise by the Client, will make necessary corrections and render an invoice thereof, and the time of completion shall be extended by the Company's estimated extended time for completion. (4) The Client may from time to time request, and the Company may from time to time recommend, changes to the Services to be provided under the Contract. (a) Until such time as a change is formally agreed the Company will unless otherwise agreed in writing continue with the work as if the change concerned had not been requested or suggested. (b) Any change must be agreed in accordance with Clause 15 to be effective. (c) The Company reserve the right not to undertake changes to the Services to be provided under Contract if these changes exceed the specified value of the Contract price. (d) In the event of any changes to the Services being requested by the Client or recommended by the Company being confirmed in writing in accordance with Clause 15, the Company will inform the Client of any additional cost which will be incurred thereby and of any extended time of completion which will be required and, unless requested otherwise by the Client, will make necessary changes and render an invoice thereof, and the time of completion shall be extended by the Company's estimated extended time for completion. 6. (1) Subject to Clause 5 hereof the Company's liability otherwise arising directly from Contract, tort, negligence or otherwise shall, save in respect of liability for death or bodily injury resulting from negligence for which by law no limit applies, be limited in respect of any one event or series of connected events to the total charged to the Client by the Company and paid to the Client for the task or service which is the subject of the Contract concerned, and no payments in excess of such liability shall be recoverable by the Client. (2) Except as expressly provided in these Conditions no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of any service provided by the Company under the Contact with the Client is given or assumed by the Company and except expressly provided in these Conditions all such warranties, conditions, undertakings and terms are hereby excluded. (3) Notwithstanding any other provision in the Contract, in no event shall the Company be liable to the Client for any incidental, special, indirect or consequential loss or damage of whatever nature, including but not limited to loss of use and/or loss of profits and/or loss of contract and/or loss or soiling of data, howsoever caused and whether occurring in contract, tort, negligence or otherwise. 7.Interim Payments: (a) When the contract period is more than 28 days we will be entitled to send you interim bills. (b) We will send you interim bills for the value of any work we have carried out up to that date, together with the cost of all goods and materials delivered to site. (c) You must pay us within 7 days of receiving your interim bill. Final Payment: (a) When we have finished the work, (at completion date), we will send you the final bill. (b) You must pay us within 7 days of receiving your final bill. In the event that any amount properly due to the Company is not paid within such period then the Company may, without prejudice to any other rights it may have either suspend all work for the Client pending payment or terminate the Contract concerned in writing, but without prejudice to any rights of the Company accrued to date. Further, the Company reserves the right to charge interest on any and all late payments and the costs of recovery thereof. 8. The Client authorises the Company to use the Client's name as a reference. 9. The Client authorises the Company to use photographs of the Service for the Company's online gallery at www.birdnbloke.co.uk. 10. If the Client is in breach of any of the terms of these Conditions or commits any act of bankruptcy then the Company will be entitled by notice in writing to terminate the Contract with the Client forthwith. 11. These Conditions shall insofar as they remain applicable continue to be binding on the parties notwithstanding the expiration of the period of the Contract. 12. The failure by either the Company or the Client at any time to enforce any provision of the Contract between them shall not affect that party's right to later require complete performance by the other party thereto, nor shall any waiver of a breach of a provision be taken or held to affect either party's rights in the event of any subsequent or additional breach of the same or any other provision. For any waiver to be effective, it must be made in writing in accordance to Clause 15. 13. The Contract of which these Conditions form a part constitutes the entire agreement between the parties as to the subject matter thereof and supersedes all previous communications, representations and agreements, whether written or oral, and the Client hereby acknowledges that no reliance is placed on any communications, representations or agreements not specifically referenced therein. 14. In accordance with the usual practice in the U.K, the Company accepts a responsibility for remedying defects for twelve months following completion of Services. The Company does not accept defect liability for any products or services not provided by the Company. 15. The Contract between the Company and the Client may only be amended by the written agreement of both parties.