Terms & Conditions

CONDITIONS OF CONTRACT

1. DEFINITIONS AND INTERPRETATION
1.1. Where the following words and phrases appear in capitalised form in this Contract, they shall have the meanings stated below, unless the Contract or context specifically provides otherwise:
DEFINITION
MEANING
“Business Day”
means any day which is not a Saturday, a Sunday, or a Public Holiday;
“CDM Regulations”
means the Construction (Design and Management) Regulations 2015 and the associated guidance issued by the Health and Safety Executive;
“CIS”
means the current Construction Industry Scheme under the Finance Act 2004;
“Contractor”
means Brookvex IMS Ltd trading as Landsmart;
“Employer”
means the third party who has engaged the Contractor to undertake works as identified in this Contract Agreement;
“Others”
means any other individual, company, or third party not otherwise defined within this clause 1.1;
“Overarching contract”
means this contract as executed by the Parties to which these contract Conditions are attached;
“Parties”
means only the Contractor and the Client;
“Period for Completion”
means the full duration within which to complete the contract Works as identified in the contract Agreement;
“PPE”
means personal protective equipment, as required for personal safety when working on site(s);
“Pricing Documents”
means any document(s) identified in this contract Agreement that show agreed rates and/or prices;
“Programme”
means the planned phasing of the Contract Works as detailed in the contract Agreement;
“Public Holiday”
means any day which under the Banking and Financial Dealings Act 1971 define as a bank holiday;
“RAMS”
means all risk assessments and method statements required by Client to provide the Contract Works;
“Relevant Policies”
means, but is not limited to, the Contractor’s health and safety, environmental, ethics, anti-bribery, and anti-corruption policies;
“Relevant Requirements”
means, but is not limited to, all applicable laws, statutes, regulations, standards, and codes relating to but not limited to the Health and Safety at Work Act 1974, the Employment
Rights Act 1996, the Bribery Act 2010, and the Modern Slavery Act 2015;
“Scheme”
means Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998;
“Site”
means the place(s) where the Contract Works are to be carried out as identified in the Contract Agreement;
“Specification”
means, but is not limited to, all specification, drawings, technical queries, referred to or described in this Contract Agreement in accordance with which the Contract Works
are to be supplied, and any modifications to them that may be agreed;
“Statutory Undertaker”
means, but is not limited to, any company, agency, or local authority where executing work is solely in pursuance of its statutory obligations, including any persons engaged
or authorised by it upon or in connection with that work;
“Contract”
means the suite of documents that form the entirety of this contract Agreement;
“Contract Agreement”
means this Contract and all associated and supporting documentation referred to herein;
“Contract Conditions”
means the clauses of these Conditions of contract;
“Contract Documents”
means any agreed documentation included or pertinent to the interpretation of this contract;
“Contract Sum”
means the total agreed monetary value of this contract Agreement;
“Contract Works”
means the extent of the works required by the Client as described in the contract Agreement;
“Contractor’s Persons”
means the Contractor’s employees, agents, and all other individuals or companies engaged on or in connection with any part of the contract Works or any other person
properly working in connection therewith excluding the Client, and any Statutory Undertaker;
“Variation”
means a change to the contract Works;
‘’Work Area’’
means the work face, surrounding areas, off-loading points, access routes and the like or any other areas which the Contractor’s operatives will use, work in, pass through in
the carrying out of the contract works.

1.2. In this contract, unless the context otherwise requires:

1.2.1. headings are included for convenience only and shall not affect the interpretation of this contract;
1.2.2. the singular includes the plural and vice-versa;
1.2.3.
a gender includes any other gender;
1.2.4.
a reference to a ‘person’ includes any individual, firm, partnership, company, and any other body corporate;
1.2.5.
a reference to a statute, statutory instrument, or other subordinate legislation (‘legislation’) is to such legislation as amended and in force from time to time, including any legislation which reenacts
or
consolidates
it,
with
or
without
modification.

1.3.
Where under this contract an action is required to be done within a specified period of days after or from a specified date, the period shall begin immediately after that date and excludes any day
which is a Public Holiday unless specifically stated otherwise.

2.
CONTRACTOR’S OBLIGATIONS
2.1.
The contractor shall undertake and complete the contract Works in accordance with the contract Documents, with due diligence and in a good and efficient manner.
2.2.
The contractor shall provide the contract Works to the standard(s) stated in the contract Documents, including that all goods shall be new, unless specified otherwise in SCHEDULE 1, and all
workmanship shall be of satisfactory quality.
2.3.
The contractor shall ensure that all contractor’s Persons engaged in the execution of the contract Works are registered cardholders under the Construction Skills Certification Scheme (CSCS) or
qualified under an equivalent recognised qualification scheme and that these registrations are maintained for the duration of the Contract Works.
2.4.
The contractor shall provide those materials and services identified within its quotations which are required to undertake and complete the contract Works, except for any items noted within
SCHEDULE 2 – identified as to be provided by the Client, which will be provided free of charge to the contractor. If the Contractor is to supply the Client with any items not listed as to be provided by
the Contractor, the Contractor shall charge the Client at the rates contained in the Contractor’s price list (which may be made available on request) or at such other reasonable rates as the Contractor
shall determine.
2.5.
The contractor shall comply with any statute, statutory instrument, rule, order, regulation, or bylaw applicable to the contract Works (including but not limited to the CDM Regulations).
2.6.
The contractor shall at all times comply with Employment Law, including but not limited to:
2.6.1.
The contractor shall be entirely responsible for rendering all returns and paying all amounts due in respect of its employees and itself in terms of all relevant legislation and regulations.
2.6.2.
The contractor shall comply with all the relevant legislation, regulations and codes of practice including, but not limited to, the Health and Safety at Work Act 1974.
2.6.3.
This contract Agreement will be governed by and constituted in accordance with English Law and the courts of England shall have jurisdiction to hear all disputes arising relating to this order.
2.6.4.
The contractor shall at all times comply with all local and national laws relating to the employment eligibility of all of the contractor’s Persons, including but not limited to compliance with Sections
15 – 25 of the Immigration, Asylum and Nationality Act 2006.
2.7.
To the extent that any contract Works include design, the contractor shall:
2.7.1.
undertake such design works using reasonable skill, care, and diligence, including in the selection of any specifications for the kinds and standards of the materials, goods, and workmanship to be
used;
2.7.2.
comply with regulations 8 to 10 of the CDM Regulations;
2.8.
The copyright in all documentation (drawings, reports, specifications, bills of quantities, calculations, and other similar documents) provided by the Contractor, or on behalf of the Contractor, in
connection with the Contract Works shall remain vested in the Contractor.
2.9.
The Contractor shall not be liable for any such use by the Client or Others of any documentation referred to in clause 2.8 above for any purposes other than those for which they were originally
prepared.
3.
CLIENT’S OBLIGATIONS
3.1.
The Client shall ensure that access is readily available for surveys, site inspections, Engineer’s visits, delivery of materials, installation, testing and commissioning visits, snagging and fault rectification
visits.
3.2.
The Client is solely responsible for ensuring that any harmful or potentially harmful materials (asbestos containing materials, compressed gas, COSHH and the like) will not be affected by the contract
works.
3.3.
The Client will comply with all relevant statutory regulation in so far as they relate to the contract works.
3.4.
The Client acknowledges that multiple visits for each stage of the works may be required and agrees to make the available to the Contractor, upon reasonable notice, at no cost to the Contractor.
3.5.
The Client shall be solely responsible for establishing what third party and statutory approvals, permits and the like are necessary for contract works and that the Contractor makes no representation
as to what may be required in this regard.
3.6.
The Client agrees to bring to the attention of the Contractor the nature, location and any existing precaution measures of any potentially hazardous or harmful materials which are located in or near
the work area at the earliest opportunity.
3.7.
The Client shall gain any necessary third party and statutory approvals including but not limited to; planning permission, building control approval, listed building consent, local authority approval
and permits, landlord consent or deed of covenant.
3.8.
The Client will ensure that the work area is readily accessible between the hours of 08:00 to 18:00.
3.9.
The Client will be available at the date and time agreed for any training or instruction required.
3.10.
The Client acknowledges that it is required to review and approve the final outline design following the initial site surveys (if required). The Contractor shall not be obliged to progress the project
further until Client signs-off on and approves the final outline design.
3.11.
The Client will not hinder, delay, impede or otherwise restrict the Contractor in the carrying out of the contract works.

4.
HEALTH & SAFETY, QUALITY AND ENVIRONMENTAL COMPLIANCE
4.1.
In carrying out the contract Works, the contractor’s Persons shall comply, at no cost to the Client, with:

4.1.1.
all the Contractor’s policies relating to the conduct of staff (including any drug and alcohol policy), health and safety, quality assurance and environmental policies and procedures;
4.2.
The Client will ensure that all required access routes, driveways, material lay down areas and the like are free from obstructions and are kept clear for use by the Contractor’s persons for the duration
of the works.
4.3.
The Client warrants that any and all potentially hazardous materials in or around the work area will be removed prior to the commencement of the contract works or will be made safe prior to
commencement of the contract works by the Contractor. If at any time during the contract works the presence of hazards materials (asbestos and the like) is suspected, then the Contactor will
suspend works until the area is made safe.
4.4.
The Client is responsible for the costs of any surveys, reports, relocation and removal of any hazardous or suspected hazardous materials.

5.
THE SITE
5.1.
The Client acknowledges that it will provide free, uninterrupted, and unhindered access to the site for the duration of the contract works.
5.2.
The Client will maintain a secure site for the duration of the works and acknowledges its responsibility for the security of the Contractor’s materials, plant, equipment, and consumables whilst on site
for the purposes of the contract works.
5.3.
Upon practical completion of the contract Works, the contractor shall properly clear up and leave all areas made available for the purpose of carrying out the Contract Works, so far as used by him
for that purpose, clean and tidy to the reasonable satisfaction of the Contractor.
5.4.
The Client is responsible for the site. Should any structural defects outside of the Contractor’s survey area, hidden cabling, ducting etc become apparent during the contract works work will be
suspended until the issues have been resolved by the client.

6.
COMMENCEMENT, PROGRESS AND COMPLETION
6.1.
The contractor shall commence the contract Works upon receipt of the signed contract and accompanying initial stage payment as defined in Schedule 1
6.2.
The Client acknowledges that time shall not be of the essence. Programme dates and durations given by the Contractor are given in good faith and are accurate at the time of quotation only.
6.3.
The Client acknowledges that the Contractor is not responsible for delay to the progress of the contract works due to: civil commotion, civil war, riot, invasion, armed conflict, terrorist attack, war,
acts of god, collapse of buildings or infrastructure, fire, explosion, inclement weather, storm, flood, subsidence, drought, epidemic, natural disaster, impossibility of use of transport systems,
telecommunications, strikes, civil unrest and acts of local or national government or threat of any of the foregoing and is aware that supply chains are global and that the aforementioned events in
countries outside of the United Kingdom may cause delay.

7.
WORKNMANSHIP AND DEFECTS
7.1.
The Contractor will ensure that the contract works are carried out by installers using reasonable skill and care.
7.2.
The Client is to notify the Contractor of any defects occurring after completion of the contract works as soon as they become apparent.
7.3.
The Client acknowledges that the decision to repair or replace defective components rests solely with the Contractor.
7.4.
The Client shall be required to demonstrate proof of cleaning and maintenance within the requisite timescales prior to the Contractors acceptance of a defect.
7.5.
Notification of defects after completion of the contract works will only be accepted by the Contractor if the account has been settled in full.
7.6.
For the avoidance of doubt, the following will not be considered defects; any damage caused by the Client following completion of the installation, any damage caused by the Client attempting to
repair a defect, perceived or otherwise, without the Contract’s consent, any damage caused by fair wear and tear of the materials.

8.
CLIENTS’S INSTRUCTIONS
8.1.
The Client may issue written instructions relating to the execution of the contract Works. Within five (5) business days of receiving the instruction, the Contractor will confirm the implications to the
Client.
8.2.
Having received the Contractors response, the Client will then confirm to the Contractor if they wish to proceed with the instruction and the instructed works will be treated as a variation to the
contract works.
8.3.
Verbal instructions will not be valid unless they are confirmed in writing by the Contractor within two (2) Business Days of the verbal instruction being issued.

9.
VARIATIONS
9.1.
The contractor shall carry out any reasonable Variation to the contract Works that is instructed pursuant to clause 8.
9.2.
The contractor shall not be obliged to carry out any variation without the Clients prior written agreement accepting any cost, programme, material changes.
9.3.
The Client accepts that it may be necessary to make substantial changes to the contract works following on from detailed surveys. If additional or unforeseen works come to light, they will be priced
by the contactor and submitted to the Client for acceptance. The Contractor shall not be bound to proceed with any variations works unless the Client has confirmed, in writing, its acceptance of
the additional price and any programme implications. Delay to the programme due to unresolved Variations is at the Client’s risk.

10.
DELAY
10.1.
If it becomes reasonably apparent that the commencement, progress, or completion of the contract Works is being or is likely to be delayed, the contractor shall forthwith give written notice to the
Client of the material circumstances, including the cause(s) of the delay.
10.2.

The Client acknowledges that if the delay is due to the Client and such a delay extends to a period of more that twenty-one (21) days then the Contractor is entitled to payment in respect of any
relevant material price rises, re-mobilisation costs, preliminary and overhead cost extensions etc.
10.3.
The contractor shall notify the Client in writing of any material change in the estimated delay or in any other particulars.
10.4.
For the avoidance of doubt, the Client shall not be entitled to any discount, deduction, set-off or consideration because of any delay to the programme for the contract works.

11.
INSURANCE AND INDEMNITY

11.1.
The contractor shall take out and maintain insurances as required and detailed in the Contract Agreement or any other Contract Documents, or at minimum:
(a) Employer’s Liability Insurance of £10,000,000 per incident
(b) Public Liability Insurance of £5,000,000 per incident
11.2.
The Client shall ensure that their property is correctly insured with a reputable insurer and will, if required to do so, advise insurer in advance of the contract works being undertaken.

12.
PAYMENTS
12.1.
The agreed payment mechanism is as detailed in SCHEDULE 1.
12.2.
If no mechanism is identified in SCHEDULE 1 then the mechanism detailed in clause 12.3 will apply

12.3.

1. 25% of contract sum payable at time of placing order.
2.
Interim invoices will be issued every fourteen (14) days
12.4.
For payment purposes the invoice date shall be the due date.
12.5.
The final date for payment shall be fourteen (14) calendar days from the due date.
12.6.
If the Client fails to pay a sum, or any part of it, due to the Contractor by the final date for payment, the Contractor shall, in addition to any unpaid amount that should properly have been paid,
including the amount of any VAT properly chargeable, pay the Contractor interest on that amount at the rate of 3% per annum above the official dealing rate of the Bank of England for the period
from the final date for payment until such payment is made.

13.
SUSPENSION
13.1.
If the Client fails to pay the amounts payable in accordance with clause 2 to the contractor by the final date for payment, then the Contractor may give written notice of his intention to suspend the
performance of his obligations under this contract. If the Client’s failure to make payment continues for five (5) Business Days after receipt of such notice, then the Contractor may suspend
performance of any or all its obligations until payment is made in full.
13.2.

Where the Contractor exercises his right of suspension under clause 13.1, he shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by him as result of the
exercise of the right.
13.3.
The Client shall indemnify the Contractor and keep the Contractor indemnified against all liabilities, losses, damages, costs, and/or expenses suffered or incurred by the Contractor as a consequence
of the contractor suspending the performance of his obligations.

14.
TERMINATION BY CONTRACTOR
14.1.
For the purposes of this contract:
14.1.1.
notice of termination of the contract shall not be given unreasonably or vexatiously;
14.1.2.
such termination shall take effect on receipt of the relevant notice;
14.1.3.
each notice referred to in this clause 144 shall be in writing and delivered by hand or sent by special or recorded delivery and, where given by special or recorded delivery, it shall be deemed to
have been received on the second Business Day after the date of posting;
14.1.4.
the provisions of this clause 4 are without prejudice to any other rights and remedies at common law, under this contract or otherwise, which the Contractor may possess;
14.1.5.
irrespective of the grounds of termination, the contractor’s employment under this contract may at any time be reinstated if and on such terms as the Parties may agree.

14.2.
If, in the opinion of the Contractor, the Client:
(a) Prevents, hinders or unduly delays the ability of the Contractor to proceed regularly and diligently with the performance of his obligations under this contract;
(b) without reasonable cause, wholly or substantially suspends communication;
(c)

Fails to make timely payment;
then the Contractor may give written notice to the Client specifying the default and requires it to be remedied within five (5) Business Days of the date of the notice. If the Client does not remedy
the default within the allotted time, the Contractor may terminate the contract in whole or in part by giving a further written notice.
14.3.
The Contractor may at any time terminate the contract by giving a written notice to the Client if:
14.3.1.
in respect of the Client:
(a)
it enters into administration within the meaning of Schedule B1 to the Insolvency Act 1986;
(b) an administrative receiver or a receiver or manager of its property is appointed under Chapter I or Chapter II (as applicable) of Part III of the Insolvency Act 1986;
(c)
a resolution for voluntary winding-up without a declaration of solvency under section 89 of the Insolvency Act 1986 is passed;
(d)
a winding-up order under Part IV or V of the Insolvency Act 1986 is made; or,
14.3.2.
the Client is a partnership and:
(a)
a winding-up order is made against it under any provision of the Insolvency Act 1986 as applied by an order under section 420 of the Insolvency Act 1986;
(b)
sequestration is awarded on the estate of the partnership under section 12 of the Bankruptcy (Scotland) Act 1985 or the partnership grants a trust deed for its creditors; or,
14.3.3.
the Client is an individual and:
(a)
a bankruptcy order is made against him under part IX of the Insolvency Act 1986;
(b)
sequestration of his estate is awarded under the Bankruptcy (Scotland) Act 1985 or when he grants a trust deed for his creditors; or,
14.3.4.
any event or proceedings analogous to those set out in clauses 14.3.1 to Error! Reference source not found.occurs in respect of the Client in any jurisdiction outside England and Wales.
14.4.
The Client shall immediately notify the Contractor if he makes any proposal, gives notice of any meeting, or becomes the subject of any proceedings or appointment relating to any of the matters
referred to in clauses 14.3.1
14.5.
As from the date the Client suffers or incurs any of the matters referred to in clauses 14.3.1 to, whether or not the Contractor has given notice of termination:
14.5.1.
the Contractor’s obligations to carry out and complete the contract Works shall be suspended;
14.5.2.
the Contractor may take reasonable measures to ensure that the contract Works and any confirmed materials and/or goods which are intended for incorporation therein are collected and
removed from site, and the Client shall allow and shall not hinder or delay the taking of these measures.

15.
TERMINATION BY THE CLIENT
15.1.
The Client may terminate the contract at any point by giving written notice to the Contractor if its intention to so.
15.2.
On termination of the contract the Client agrees to indemnify the Contractor for all costs incurred and committed in relation to the contract works (including any early ordered or stock materials)
and materials for which the Contractor has placed Purchase Orders.
15.3.
Within five (5) days of the Client terminating the order the Contractor will issue a final invoice to the Client. The invoice date will be the due date and the invoice will be due for settlement, in full,
within fourteen (14) calendar days.

16.
SETTLEMENT OF DISPUTES
16.1.
The Contractor and the Client shall try in good faith to settle any dispute or difference arising under this contract by mediation before invoking any dispute resolution procedure.
16.2.
Any such mediation shall be commenced by either Party giving written notice to the other. The notice shall include a brief statement of the matter or matters which it is desired to settle by mediation
and a brief statement of the relief or remedy sought.
16.3.
The mediation shall be carried out by nominees to be nominated by the relevant party and notified to the other.
16.4.
Notwithstanding the provisions of clauses 16.1 to 16.3 either party may refer outstanding payment disputes to either small claims or county courts for judgement.
16.5.
Notwithstanding the provisions of clauses 16.1 to 16.3, if a dispute or difference arises under this contract which either Party wishes at any time to refer to adjudication, the matter may be referred
to adjudication in accordance with Section 108 of the Housing Grants, Construction & Regeneration Act 1996 Chapter 56 Part II as amended by The Scheme for Construction Contracts SI No. 649
(1998), and The Scheme for Construction Contracts SI No 2333 (2011), subject to the following:
(a)
for the purposes of the Scheme the Adjudicator shall be nominated by The Royal Institution of Chartered Surveyors;
(b)
the Adjudicator shall give written reasons for his decision;
(c)
the Adjudicator shall have the power to allocate his fees and expenses as between the Parties;
(d)
the Adjudicator shall have the power to determine more than one dispute under this contract at the same time and, if requested by either Party, shall determine any matter raised by
such Party in the nature of set-off, abatement, or counterclaim at the same time as he determines any other matter referred to him.
16.6.
The courts of England and Wales shall have jurisdiction over any dispute or difference between the Parties which arises out of or in connection with this contract.
16.7.
This clause 16 shall remain in force until all outstanding disputes have been resolved in the event that the contract is terminated pursuant to clause 14.

17.
GENERAL
17.1.
The Parties hereby confirm that, notwithstanding any other provision of this contract, this contract shall not confer on any Others any rights to enforce any of the contract Conditions for the purposes
of Contracts (Rights of Third Parties) Act 1999 and the Parties may by agreement rescind or vary this contract without the consent of or need to give notice to any Others not party to it.
17.2.
The Client shall not without the prior written consent of the Contractor:
17.2.1.
make any assignment of the benefit of the whole or any part of this contract;
17.2.2.
assign the liability for any payment to the Contractor;
17.2.3.
in any way encumber or charge any of the goods, materials, or equipment which are to be used or incorporated into the contract Works.
17.3.
The Client shall not during the period this contract or at any time after the expiry or termination of this contract or of the contractor’s employment hereunder disclose to any Others (other than
essential for the purposes of delivering the contract Works or complying with laws or other regulations) any information not already in the public domain relating to this contract and the contract
Works, and the business of the Contractor. The Client shall ensure that any persons having access to such information are aware of these obligations and are similarly bound.
17.4.
In the event there is any conflict, ambiguity, or discrepancy between or within the contract Documents, the Client shall notify the Contractor as soon as reasonably practicable and the conflict,
ambiguity, or discrepancy shall be dealt with as directed reasonably by the Contractor.
17.5.

To be effective, any notices to be served by the Client on the Contractor under this contract shall be given in writing and delivered either by hand, special or recorded delivery, first class post, or fax
to the address for notices of the Contractor given in the Contract Agreement. To be effective any notices to be served by the Contractor on the Client under this Contract may be served by an effective
means (including electronic or otherwise).
17.6.
Risk in the materials shall pass from the Contractor to the Client when the materials leave the Contractors premises, destined for the site. Title in the materials passes from the Contractor to the
Client when the account has been settled in full.
17.7.
The Contractor will use reasonable skill and care in the carrying out of the contract works but is not liable for any accidental damage to existing structures or building fabric caused by the contractor’s
persons, vehicles, plant, materials, or equipment.
17.8.
Unless otherwise agreed to the contrary and recorded in SCHEDULE 1 specifying the risks the Contractor agrees to take on, the Client agrees that it is solely responsible for any risks associated with
any hazardous or harmful materials or potentially hazardous or harmful materials, existing or concealed structural defects, condition, and serviceability of roof coverings, rooflights, walkways,
cladding, signage, access ladders and the like.
17.9.
The Client acknowledges that the Contractor has estimated the energy performance calculations and provided these with the quotation. The Contractor’s standard calculations are based on Open
Solar PV Generational Analysis Calculations which are approved for use by the Microgeneration Scheme (MCS). Where the contactor has referred to energy inflation or other statistical information,
they have used information publicly available from the Office for National Statistics. The Client further accepts that the performance of energy systems is impossible to predict with certainty due to
the variability in fuels and energy sources, climatic variations, local obstructions or environmental conditions and differences from location to location. The estimates provided in this contract are
for guidance only and must not be considered as a guarantee of performance.
17.10.
This contract contains the entire agreement between the Parties concerning its subject matter. Any previous understanding, agreement (including, but not limited to, any letter of intent between
the Parties), representation, or warranty relating to that subject matter is superseded and replaced by this Contract and has no further effect.
17.11.
Notwithstanding the method of execution of this Contract, the Contractor and the Client acknowledge and agree that:
(a) any provisions of the Limitation Act 1980 to the contrary, any action or proceedings arising out of or in connection with any breach of this contract may be commenced up and until
the date that is twelve (12) years from the date upon which the Contract Works are certified as being complete by the Contractor;
(b) neither Party shall be entitled and hereby waive any right they may have to rely on, plead, or claim any defence of limitation that may otherwise be available to either Party by virtue
of the operation of the Limitation Act 1980 in respect of any action or proceedings arising out of or in connection with any breach of this contract, save in respect of any such action or
proceedings that is or are commenced after the date that is twelve (12) years from the date upon which the Main Contract Works are certified as being complete.
17.12.
This Contract shall be governed by and construed in accordance with the laws of England and Wales.
17.13.
This Contract Agreement is the entire agreement between the Parties unless specifically stated within the Contract Documents.
17.14.
If any court finds that any aspect of this contract is unenforceable then it shall be severed from the contract and shall have no effect on the remainder of the contra