Terms & Conditions

1. Agreement

These Terms & Conditions apply to all works, services and materials supplied by Gladston Carpets & Flooring Limited (“Gladston”) to the Client.

By issuing an instruction to proceed, accepting our quotation, or placing an order, the Client agrees that these Terms will apply and take precedence over any other terms unless expressly agreed in writing.

2. Scope of Works

Gladston will provide the goods, installation and associated services (“Works”) as described in the quotation and any agreed written variations.

3. Client Responsibilities

The Client shall ensure that:

• the site is safe, accessible and ready for our works
• relevant information, approvals and instructions are provided on time
• other trades do not delay or obstruct our works

Gladston shall not be liable for delays or costs arising from circumstances outside its reasonable control.

4. Programme and Notice to Commence

Unless otherwise agreed, the Client must provide at least two weeks’ written notice before works are due to start.
Start dates remain subject to site readiness and safe working conditions.

5. Variations and Additional Works

Any changes or additional works must be agreed in writing before commencement.

Variations will be valued separately and may affect programme and completion dates.

6. Payment Terms

Unless otherwise stated in the quotation, payments shall be made in accordance with the agreed milestone schedule:

• Deposit or initial payment upon instruction to proceed
• Interim payment prior to commencement on site
• Final balance payable within 30 days of the invoice date following completion of the Works

All invoices must be paid by bank transfer within the agreed payment period.

If any payment remains unpaid after the due date, Gladston reserves the right, upon giving written notice, to suspend further works until all outstanding sums have been received in cleared funds.

7. Retention (if applicable)

Retention will only apply where expressly agreed in writing.

Where agreed, retention shall be limited to:

• 5% of the subcontract sum
• 50% released at practical completion
• Remaining 50% released within 12 months

8. Retention of Title

All goods and materials delivered to site remain the property of Gladston until full payment has been received in cleared funds.

9. Storage and Abortive Costs

If delivery cannot be accepted due to site constraints or Client delay, Gladston may charge reasonable storage, handling and re-delivery costs.

10. Delays

Gladston shall not be responsible for delays caused by:

• late instructions or approvals
• other contractors or trades
• restricted access or unsafe conditions
• non-payment

In such circumstances, Gladston may be entitled to an extension of time and recovery of additional costs.

11. Limit of Liability

Gladston’s total liability under this Agreement shall not exceed 10% of the subcontract sum.

Gladston shall not be liable for:

• loss of profit
• loss of business
• indirect or consequential losses

Nothing in these Terms excludes liability for death or personal injury caused by negligence, or fraud.

12. Guarantee

Gladston provides a 12-month workmanship guarantee from the date of completion of its Works, subject to:

• proper maintenance
• fair wear and tear
• no interference or alteration by others

13. Confidentiality

Both Parties agree to keep confidential any commercial or sensitive information obtained during the Works, except where disclosure is required by law.

14. Termination

Either Party may terminate this Agreement if the other commits a material breach which remains unremedied after 28 days’ written notice.

Upon termination, the Client shall pay Gladston for all works and materials provided up to the termination date.

15. Force Majeure

Gladston shall not be liable for failure or delay caused by events beyond its reasonable control, including severe weather, industrial disputes, pandemics, or government restrictions.

16. Dispute Resolution

The Parties will first seek to resolve disputes through good faith discussion.

If unresolved, disputes may be referred to mediation before court proceedings are commenced.

17. Governing Law

This Agreement is governed by the laws of England & Wales, and the Courts of England shall have exclusive jurisdiction.
Acceptance

Acceptance of Gladston’s quotation or instruction to proceed confirms agreement to these Terms & Conditions.

Additional Standard Construction Clauses

18. Defects and Making Good

Gladston shall make good any defects in workmanship notified in writing within the 12-month guarantee period.
This obligation does not apply to defects caused by misuse, lack of maintenance, fair wear and tear, or works carried out by others.

Access must be provided to allow remedial works to be undertaken at reasonable times.

19. Insurance

Gladston shall maintain appropriate insurance cover, including public liability insurance, for the duration of the Works.
Evidence of insurance may be provided upon reasonable request.

The Client shall ensure that the site and existing structures are adequately insured.

20. Subcontracting

Gladston reserves the right to subcontract elements of the Works where necessary, provided that Gladston remains responsible for the performance of its obligations under this Agreement.

The Client may not nominate subcontractors without Gladston’s prior written agreement.

21. Health & Safety

Both Parties shall comply with all applicable health and safety legislation.

The Client shall provide Gladston with all relevant site rules, risk information, and access arrangements prior to commencement.

22. Entire Agreement

This Agreement, together with the quotation and any agreed written variations, constitutes the entire agreement between the Parties.

No other representations or prior agreements shall apply unless confirmed in writing.

Further Standard Commercial Protections

23. Limitation on Delay Damages

Gladston shall not be liable for liquidated damages, delay damages, or contra charges unless expressly agreed in writing.
Where such liability is agreed, Gladston’s total liability for delay shall be capped at a maximum of 10% of the subcontract sum in aggregate.

Gladston shall not be responsible for delays caused by other trades, site conditions, late instructions, or Client default.

24. Suspension Rights

Without prejudice to any other rights, Gladston may suspend performance of the Works by giving written notice if:

• – any payment is overdue
• – the Client fails to provide access, instructions, or safe working conditions
• – the Client is otherwise in material breach of these Terms.

Gladston shall be entitled to a reasonable extension of time and recovery of additional costs arising from such suspension.

25. Insolvency

Gladston may terminate this Agreement immediately by written notice if the Client:

• – becomes insolvent
• – enters into administration or liquidation
• – makes an arrangement with creditors
• – ceases or threatens to cease trading.

Upon termination, all sums due for Works carried out and materials supplied shall become immediately payable.

26. Late Payment Interest

If the Client fails to pay any invoice by the due date, Gladston reserves the right to charge interest on overdue sums at the statutory rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Gladston may also recover reasonable costs of debt recovery and administration associated with late payment.

Additional Subcontract Clauses

27. Payment Notices and Pay Less Notices

Where the Construction Act applies, the Client shall issue all required payment notices and pay less notices within the statutory timeframes.

Failure to issue the correct notices may result in the full notified sum becoming due and payable.

28. Defects Liability Alignment

Where the Works form part of a main contract, the defects liability period may be aligned with the main contract requirements, subject always to the maximum 12-month workmanship guarantee unless otherwise agreed in writing.

29. Insurance of Materials on Site

Unless otherwise agreed, the Client shall be responsible for insuring materials and goods delivered to site against loss or damage once delivered.

Gladston accepts no liability for damage caused by third parties, vandalism, or site-wide incidents beyond its control.

30. Termination for Convenience

The Client may terminate this Agreement for convenience by giving Gladston not less than 14 days’ written notice.
In such circumstances, the Client shall pay Gladston for all Works executed, materials ordered, and any unavoidable costs or commitments incurred up to the termination date.

31. Statutory Adjudication

Nothing in these Terms affects the statutory right of either Party to refer a dispute to adjudication at any time under the Housing Grants, Construction and Regeneration Act 1996 (as amended).

Any adjudicator’s decision shall be binding unless and until finally determined by legal proceedings or agreement.