Terms & Conditions

1. Definitions and interpretation
1.1 In these Terms: “Client” means the person purchasing the Works; “Contract” means the agreement comprising the Quotation, these Terms and any documents expressly incorporated in writing; “Quotation” means RJM’s written quotation or tender; “RJM” means RJM Civil Engineering Limited; “Site” means the place where the Works are carried out; “Works” means the work and services described in the Quotation; “Variation” means any addition, omission, substitution, change in sequence, access, timing, quantity, quality, design, method or working condition affecting the Works.
1.2 Headings do not affect interpretation. References to writing include email. A reference to legislation includes amendments and replacement legislation.
1.3 These Terms apply only to business customers acting in the course of trade, business or profession. The Client confirms it is not contracting as a consumer.
2. Contract formation and order of precedence
2.1 A Quotation is an invitation to treat, remains subject to withdrawal and expires after 30 days unless stated otherwise. A Contract arises only when RJM accepts the Client’s written order or commences the Works at the Client’s request.
2.2 The Client’s order, purchase-order conditions, portal conditions or standard terms do not apply unless RJM expressly accepts them in a document signed by a director. Performance, silence, portal registration or acknowledgement of an order does not constitute acceptance of the Client’s terms.
2.3 In descending order of precedence: (a) a written contract amendment signed by a director of RJM; (b) the Quotation and its qualifications; (c) these Terms; (d) drawings and specifications expressly identified in the Quotation. Any other document is for information only.
3. Scope, quantities and reliance on information
3.1 RJM shall carry out only the Works expressly described in the Quotation. Anything not expressly included is excluded, including design, surveys, permits, statutory fees, utility diversions, temporary works design, testing, remediation, disposal of contaminated material and reinstatement unless specifically priced.
3.2 All quantities are subject to remeasurement unless the Quotation expressly states “fixed lump sum”. Approximate, provisional or drawing-scaled quantities are not guaranteed.
3.3 RJM may rely on information, drawings, levels, surveys, specifications, utility records and instructions supplied by or for the Client without independently verifying them. The Client is responsible for their accuracy, completeness, coordination and timely issue.
3.4 RJM is not responsible for design or fitness for purpose unless design responsibility is expressly identified and priced in the Quotation. Where RJM undertakes design, its obligation is limited to exercising the reasonable skill and care expected of an appropriately qualified contractor, and no fitness-for-purpose obligation applies.
4. Client obligations
4.1 The Client shall provide safe, continuous and unobstructed access, working areas, welfare where agreed, secure storage, water and power where stated, accurate setting-out information, approvals and all information reasonably required by RJM.
4.2 The Client shall identify all existing services, structures, hazardous materials, asbestos, contamination, archaeology, ecology constraints and ground risks before work begins, and shall provide current service drawings and permit-to-dig arrangements.
4.3 The Client shall coordinate RJM with other contractors and prevent damage, obstruction, delay or interference with the Works.
4.4 The Client warrants that it has authority to instruct the Works and obtain all necessary rights, permissions and consents.
5. Ground conditions, utilities and unforeseen circumstances
5.1 The price assumes ordinary excavatable ground, no unidentified services, obstructions, rock, running sand, groundwater, contamination, asbestos, archaeological remains, unexploded ordnance, abnormal landfill, unstable ground or restricted disposal classification unless expressly stated.
5.2 Any physical condition differing from the information provided or not reasonably apparent before commencement entitles RJM to a Variation, an extension of time and reimbursement of resulting cost, disruption, standing time and loss of productivity.
5.3 RJM may stop work immediately where safety, ground stability, contamination or an unidentified service is encountered. Such stoppage is not a breach by RJM.
6. Price, taxes and fluctuations
6.1 Prices exclude VAT, statutory fees, bonds, warranties, retention, insurance increases and taxes unless expressly stated. VAT is payable in addition at the applicable rate.
6.2 The price is based on the programme, access, quantities, sequence and market conditions stated in the Quotation. Changes are Variations.
6.3 Unless the Quotation fixes prices for a stated period, RJM may adjust prices for increases in labour, fuel, plant, materials, haulage, disposal charges, taxes, tariffs or statutory requirements arising after the Quotation date.
6.4 CIS deductions may be made only where legally required and supported by a valid deduction statement. No other deduction, contra-charge, set-off or withholding is permitted except as expressly required by law and notified in accordance with the Contract.
7. Payment
7.1 RJM may submit monthly applications, milestone applications or invoices as stated in the Quotation. Applications may include properly executed work, materials on or off Site, variations, loss and expense, plant, mobilisation and provisional work.
7.2 The due date is the date the Client receives a valid application or invoice. The final date for payment is 30 calendar days after the due date. Payment terms shall never exceed 30 days unless a director of RJM expressly agrees otherwise in writing.
7.3 The Client shall issue any payment notice no later than five days after the due date, stating the sum considered due and the basis of calculation. If no valid payment notice is issued, RJM’s notified sum becomes due, subject to applicable construction-payment legislation.
7.4 Any pay-less notice must be valid, state the sum considered due and its calculation, and be received no later than seven days before the final date for payment. A general allegation, unquantified defect, future claim or cross-contract set-off is ineffective.
7.5 The Client shall pay the notified sum by the final date for payment. Payment is not conditional on the Client receiving payment from any third party, except where expressly permitted by statute following third-party insolvency.
7.6 The Client must notify any genuine invoice-format dispute within three working days of receipt, identifying the precise defect. An administrative or minor error does not postpone payment of the undisputed amount.
7.7 No retention applies unless expressly stated in the Quotation. Any agreed retention shall not exceed 3%, one half shall be released at practical completion of RJM’s Works and the balance no later than 12 months thereafter, without requiring completion of the main contract or works by others.
8. Late payment, suspension and recovery costs
8.1 Overdue sums bear interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate, together with fixed compensation and reasonable recovery costs. RJM reserves all statutory and contractual remedies.
8.2 If any sum remains unpaid after the final date for payment, RJM may give at least seven days’ written notice and suspend any or all obligations until payment is received in cleared funds. RJM is entitled to an extension of time and all reasonable suspension, demobilisation, remobilisation, financing and disruption costs.
8.3 RJM may reduce resources, refuse further Variations, withhold documents not yet paid for or require advance payment where the Client’s creditworthiness deteriorates or payment is persistently late.
9. Variations and instructions
9.1 Only a director, estimator, commercial manager or site manager authorised by RJM may accept a Variation. RJM is not obliged to act on oral instructions, although work performed at the Client’s request shall be valued as a Variation.
9.2 Variations are valued using applicable contract rates where reasonable; otherwise on fair rates including labour, plant, materials, subcontractors, supervision, preliminaries, overhead, profit, delay and disruption.
9.3 Daywork records signed or not reasonably disputed within two working days are evidence of resources used. A signature confirms attendance and quantities, not agreement that the work is included in the original price.
10. Programme, delay and completion
10.1 Any programme or completion date is an estimate unless expressly accepted as binding in the Quotation. Time is not of the essence.
10.2 RJM is entitled to a reasonable extension of time and direct and indirect cost for delay or disruption caused by the Client, others, changes, late information, access restrictions, adverse weather beyond normal seasonal expectations, statutory undertakers, utility companies, ground conditions, force majeure, supply-chain failure or any matter beyond RJM’s reasonable control.
10.3 Where RJM has mobilised to, established on, or committed labour, supervision or plant to the Site and the commencement or progress of the Works is delayed, prevented, disrupted or suspended by the Client, the Client’s representatives, other contractors, lack of access, late information or approvals, unavailable work fronts, uncompleted preceding works, statutory undertakers, unidentified services, or any other matter not caused by RJM, RJM shall be entitled to a standing-time charge of £2,250 plus VAT for each working day affected, or £281.25 plus VAT for each hour or part thereof on a pro rata basis calculated by reference to an eight-hour working day. The charge accrues from the time RJM’s resources are unable to carry out reasonably productive work until productive work can resume and is payable in addition to any reasonable demobilisation, remobilisation, extended hire, accommodation, transport, abortive material, subcontractor or other third-party costs actually incurred as a consequence of the delay. The parties acknowledge that the standing-time charge represents a reasonable commercial allocation of the costs of maintaining RJM’s site resources and availability and is not intended to operate as a penalty. No such charge applies to the extent that the relevant delay is caused solely by RJM’s breach or negligence.
10.4 RJM is not liable for liquidated damages, penalties, loss of rent, loss of revenue or delay damages unless expressly accepted in writing by a director and capped within the aggregate liability cap in clause 16.
10.5 Practical completion occurs when the Works are substantially complete and capable of their intended use, notwithstanding minor defects or outstanding documentation. Use or occupation by the Client constitutes practical completion of the relevant part.
11. Health, safety and site control
11.1 Each party shall comply with applicable health and safety law. The Client remains responsible for duties allocated to it, the principal designer and principal contractor under the CDM Regulations unless RJM expressly accepts a role in writing.
11.2 RJM may refuse or stop unsafe work, unsafe access or conflicting operations without liability. The Client shall ensure other contractors follow RJM’s reasonable exclusion zones and method requirements.
12. Materials, title and risk
12.1 Risk in materials passes to the Client when delivered to Site. The Client shall protect and insure them against loss, theft and damage.
12.2 Title to materials and goods supplied by RJM does not pass until RJM has received all sums due under the Contract. Until then, the Client shall keep them identifiable and shall not dispose of or encumber them. RJM may enter the Site at reasonable times to recover unfixed goods where payment is overdue, subject to law and safety requirements.
12.3 Equivalent compliant products may be substituted where specified products are unavailable, provided performance is not materially reduced.
13. Inspection, defects and remedies
13.1 The Client shall inspect the Works promptly. Visible defects must be notified before covering up or within five working days of becoming apparent. RJM shall have reasonable access and opportunity to investigate and remedy any defect for which it is responsible.
13.2 RJM is not liable for defects caused by design or information supplied by others, ground movement, overloading, misuse, inadequate maintenance, subsequent works, fair wear and tear, materials specified by the Client, or failure to follow RJM’s advice.
13.3 RJM’s sole obligation for a proven defect is, at RJM’s option, to repair, replace or credit the reasonable cost of the affected part. The Client shall not engage others or incur remedial cost without first allowing RJM a reasonable opportunity to remedy, except in a genuine emergency.
13.4 No warranty or defect period exceeds 12 months from practical completion unless expressly agreed. Statutory rights that cannot lawfully be excluded remain unaffected.
14. Insurance
14.1 RJM shall maintain employers’ liability and public liability insurance at commercially reasonable levels. Professional indemnity insurance applies only where RJM expressly accepts design responsibility and only to the stated policy limit and period.
14.2 The Client shall insure the Site, existing structures, the Works and unfixed materials against all-risks loss or damage and shall ensure RJM’s interests are noted where appropriate. RJM is not responsible for loss that should be covered by the Client’s insurance.
15. Indemnities
15.1 The Client shall indemnify RJM against claims, losses, liabilities, damage and expense arising from: inaccurate or incomplete Client information; unidentified services or hazards; infringement caused by Client designs; acts or omissions of the Client or other contractors; unlawful instructions; lack of permissions; or contamination not introduced by RJM, except to the extent directly caused by RJM’s negligence.
15.2 Any indemnity is subject to the exclusions and cap in clause 16 except where the law prevents limitation.
16. Limitation of liability
16.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title, or any liability that cannot lawfully be excluded or limited.
16.2 Subject to clause 16.1, RJM is not liable for any indirect, consequential or special loss; loss of profit, revenue, production, rent, opportunity, business, goodwill, anticipated saving or contract; financing cost; loss arising from delay; or the cost of removing, opening up or reinstating work not supplied by RJM.
16.3 Subject to clause 16.1, RJM’s total aggregate liability arising out of or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the lower of: (a) 100% of the net Contract price actually paid to RJM; or (b) £1,000,000. For design liability, the cap is further limited to the amount recoverable under RJM’s professional indemnity insurance for the relevant claim.
16.4 RJM is not liable to the extent loss is caused or increased by the Client’s failure to mitigate, failure to notify promptly, acts of others, or information and design supplied by others.
16.5 No claim may be commenced more than six years after practical completion, or one year after the claimant became aware or ought reasonably to have become aware of the matter, whichever occurs first, except where a shorter lawful period applies or liability cannot be restricted.
16.6 The parties agree that these limitations are reasonable having regard to the price, insurance available, allocation of risk and the Client’s ability to insure. If any limitation is ineffective, it shall apply to the maximum extent permitted by law.
17. Termination
17.1 RJM may suspend or terminate immediately by written notice if the Client: fails to pay; materially breaches and fails to remedy within seven days; becomes insolvent or subject to formal insolvency steps; ceases business; prevents access; requires unlawful or unsafe work; or provides materially misleading credit or project information.
17.2 On termination, the Client shall immediately pay all sums due, work executed, materials ordered, committed subcontract costs, demobilisation, cancellation charges, loss and expense and reasonable loss of profit on omitted work where termination results from the Client’s breach.
17.3 Termination does not affect accrued rights. Clauses intended to survive termination, including payment, title, confidentiality, liability and dispute resolution, remain effective.
18. Force majeure
18.1 RJM is not liable for failure or delay caused by events beyond its reasonable control, including extreme weather, flood, fire, epidemic, war, terrorism, civil disturbance, industrial action, utility interruption, government action, shortage of labour or materials, transport disruption or supplier failure. RJM may extend time, revise price or terminate affected work after prolonged disruption.
19. Intellectual property, records and publicity
19.1 RJM retains copyright and intellectual property in its estimates, methods, drawings, temporary works proposals, photographs, drone footage and documents. On full payment, the Client receives a non-exclusive licence to use project-specific deliverables solely for the project.
19.2 RJM may retain project records and use non-confidential photographs or drone imagery for quality, progress, insurance and marketing purposes, subject to Site rules and data-protection law. The Client shall identify any confidentiality restriction before commencement.
20. Confidentiality and data protection
20.1 Each party shall keep the other’s confidential commercial and technical information confidential, except where disclosure is required for performance, professional advice, insurance, finance or law.
20.2 Each party acts as an independent controller of personal data it processes and shall comply with applicable UK data-protection law.
21. Adjudication and disputes
21.1 Where the Contract is a construction contract within the Housing Grants, Construction and Regeneration Act 1996, either party may refer a dispute to adjudication at any time. The Scheme for Construction Contracts applies to the extent the Contract does not contain compliant adjudication or payment provisions.
21.2 Before court proceedings, senior representatives shall meet within five working days of written notice of dispute and attempt resolution. This does not prevent adjudication, urgent relief, debt recovery or enforcement of an adjudicator’s decision.
21.3 The courts of England and Wales have exclusive jurisdiction and the Contract is governed by English law.
22. Notices
22.1 Notices must be in writing and delivered by hand, prepaid first-class post or email to the addresses stated in the Quotation or later notified. Email is deemed received when sent before 4:00pm on a working day without delivery failure, otherwise on the next working day. Notices of termination and adjudication should also be sent by post or hand where reasonably practicable.
23. General
23.1 The Client may not assign, novate or transfer the Contract without RJM’s prior written consent. RJM may subcontract any part and may assign receivables to a financier or group company.
23.2 No failure or delay in exercising a right is a waiver. A waiver is effective only if in writing and limited to the specific matter.
23.3 If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary and the remainder remains effective.
23.4 No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999. No collateral warranty, third-party right or duty of care is given unless separately agreed and priced.
23.5 The Contract is the entire agreement and supersedes prior statements. Neither party relies on statements not recorded in the Contract, without excluding liability for fraud.
23.6 Changes are valid only in writing signed by authorised representatives, except Site Variations instructed and valued under clause 9.