Terms & Conditions

1. Definitions and Interpretation

1.1 – In these Terms and Conditions (‘Terms’), ‘Company’, ‘we’, ‘us’ or ‘our’ means Fenax Developments Limited T/A FDL Contractors.
1.2 – ‘Client’ means any person, firm or company who purchases goods and/or services from us or uses our website.
1.3 – ‘Contract’ means any agreement between the Company and the Client for the supply of goods and/or services, including any quotation, order, scope, drawings, RAMS, method statements, schedules and these Terms.
1.4 – ‘Website’ means www.fdlcontractors.co.uk.
1.5 – ‘Works’ means the construction, fit-out, refurbishment, maintenance or related services to be provided by us.
1.6 – ‘PC’ means Practical Completion; ‘DLP’ means the defects liability period (12 months unless stated otherwise).
1.7 – In the event of conflict, the order of precedence is: (a) a signed agreement; (b) our quotation including any special conditions; (c) these Terms; (d) any other document.

2. Company Information & Contact

2.1 – Company: Fenax Developments Limited T/A FDL Contractors.
2.2 – Registered Address: FDL Contractors, Unit 1 Simwood Court, Beacon Business Park, Stafford, ST18 0WL.
2.3 – Website: www.fdlcontractors.co.uk | Email: info@fdlcontractors.co.uk | Telephone: 01785 561400.
2.4 – Office hours and response times are published on our Website and may vary on bank holidays.

3. Scope & Application

3.1 – These Terms apply to all offers, quotations, Contracts, and use of the Website, unless expressly agreed otherwise in writing.
3.2 – Any Client terms or purchase conditions are excluded unless expressly accepted by us in writing.
3.3 – The Consumer Rights Act 2015 applies where the Client is a consumer; otherwise, these are B2B terms.

4. Website Terms of Use & Acceptable Use

4.1 – By using the Website you agree to these Terms and our Privacy & Cookie Policies.
4.2 – You must not misuse the Website (including hacking, injecting malicious code, scraping, or infringing intellectual property).
4.3 – We may modify, suspend or withdraw the Website without notice. Content is for general information only and is not advice.
4.4 – Third-party links are provided for convenience and do not constitute endorsement; we are not responsible for their content.

5. Intellectual Property (Website & Deliverables)

5.1 – All Website content, brand names, logos, text and imagery are owned by or licensed to us. All rights reserved.
5.2 – No reproduction or commercial use is permitted without our prior written consent.
5.3 – Where we provide design services or drawings, intellectual property remains ours until all sums are paid in full. Upon payment, we grant a non-exclusive, non-transferable licence to use the designs solely for the project and site.

6. Quotations, Tenders & Formation of Contract

6.1 – Quotations remain open for 30 days unless otherwise stated.
6.2 – A Contract is formed when the Client issues a written acceptance or instructs us to proceed (including by email or purchase order).
6.3 – Any pre-construction information, surveys, permits, planning or landlord approvals are the Client’s responsibility unless agreed otherwise.

7. Programme, Milestones & Delays

7.1 – Any dates for start, progress and completion are estimates and subject to site conditions and dependencies.
7.2 – We are entitled to an extension of time (and loss/expense where applicable) for delays caused by: (a) variations; (b) late information; (c) Client-risk events; (d) force majeure; (e) supply chain issues outside our control; (f) statutory undertakers/utility delays; (g) extreme weather; (h) access restrictions.
7.3 – We will notify the Client of delay events and adjust the programme reasonably.

8. Variations & Change Control

8.1 – Changes must be confirmed in writing via a Variation/Change Order before works proceed.
8.2 – Variations are valued on agreed rates, or if none, on fair valuation including labour, materials, plant, prelims, overheads & profit.
8.3 – Dayworks will be priced in accordance with logged hours and materials and our prevailing rates.

9. Prices, Applications & Payment (Construction Act compliant)

9.1 – Prices are exclusive of VAT unless stated otherwise. Provisional Sums and Prime Cost items will be adjusted to actual cost plus agreed OH&P.
9.2 – We may submit interim applications for payment at agreed intervals or monthly by default. The due date is the application date unless stated otherwise.
9.3 – The payer shall issue a Payment Notice within 5 days of the due date. The final date for payment is 30 days from the due date unless stated otherwise.
9.4 – Any Pay Less Notice must be issued no later than 5 days before the final date for payment and state the basis of calculation.
9.5 – Retention: 5% of the Contract Sum, with 2.5% released at Practical Completion and 2.5% at the end of the 12-month DLP, subject to making good defects.
9.6 – Late payment: statutory interest and fixed charges apply under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
9.7 – We may suspend Works for non-payment on giving 7 days’ notice and recover reasonable costs of demobilisation/remobilisation.

10. Title, Risk & Off-Site Materials

10.1 – Title in goods/materials passes on full payment. Risk passes on delivery to site or incorporation into the Works, whichever occurs first.
10.2 – Off-site materials will be clearly identified as the Client’s and insured if paid for in advance, subject to agreed vesting certificates.

11. Site Access, Welfare & Client Responsibilities

11.1 – The Client will provide safe, uninterrupted access, welfare, power, water, and secure storage unless otherwise agreed.
11.2 – The Client warrants the accuracy of information and that the site is free from concealed hazards (including asbestos) unless notified to us.
11.3 – Permits, approvals and neighbour liaison are the Client’s responsibility unless otherwise agreed in writing.

12. Health & Safety, CDM & Building Safety

12.1 – We operate under the Health & Safety at Work etc. Act 1974, CDM Regulations 2015, and applicable HSE guidance.
12.2 – Our RAMS and H&S Policy will be provided on request; we expect cooperation with site rules, inductions, and PPE requirements.
12.3 – Where applicable, roles under CDM (Client/Principal Designer/Principal Contractor) will be defined in writing.
12.4 – We support duties under the Building Safety Act 2022; cooperation and information provision by the Client is required.

13. Quality, Standards & Materials

13.1 – Works will be performed with reasonable skill and care, in accordance with relevant British Standards and Building Regulations.
13.2 – Materials will be new and of merchantable quality unless specified otherwise. Manufacturer warranties will be assigned where possible.
13.3 – O&M manuals, certificates, test results and as-built information will be provided where included in our scope.

14. Design Responsibility & Professional Indemnity (if applicable)

14.1 – Where we undertake design, we do so with reasonable skill and care and maintain professional indemnity insurance (PI) to a reasonable level.
14.2 – Our design IP remains ours until payment in full. A licence to use the design for operation and maintenance of the project is granted upon payment.

15. Subcontracting, Assignment & Novation

15.1 – We may subcontract parts of the Works. We remain responsible for our subcontractors’ performance.
15.2 – Assignment or novation by the Client requires our prior written consent.

16. Environmental, Waste & Hazardous Materials

16.1 – We will manage waste responsibly under applicable environmental legislation, including duty of care and licensed carriers.
16.2 – The Client must disclose known hazardous materials (e.g., asbestos). If suspected, we will stop work and agree a safe plan.
16.3 – We will minimise noise, dust and vibration where reasonably practicable and comply with local restrictions on working hours.

17. Working in Occupied Premises & Protection of the Public

17.1 – We will coordinate phasing, segregation and protection where premises remain occupied.
17.2 – The Client will cooperate on access windows and security protocols and notify occupants of works impacting them.

18. Confidentiality, Publicity & Marketing Images

18.1 – Both parties will keep confidential information obtained through the Contract.
18.2 – We may photograph completed Works and reference the project in marketing materials unless the Client reasonably objects in writing.

19. Data Protection & Privacy

19.1 – We process personal data in accordance with UK GDPR and the Data Protection Act 2018. Our Privacy Policy (available on our Website) explains how we collect and use personal data.
19.2 – CCTV or access control data on sites shall be handled in accordance with applicable law.

20. Anti-Bribery, Modern Slavery & Tax Evasion

20.1 – Both parties will comply with the Bribery Act 2010, Modern Slavery Act 2015 and the Criminal Finances Act 2017.
20.2 – We maintain zero tolerance for bribery, corruption, forced labour and facilitation of tax evasion.

21. Warranties, Snagging & Defects

21.1 – We will make good defects due to materials or workmanship appearing within the DLP, subject to fair wear and tear and misuse exclusions.
21.2 – A snagging list will be jointly agreed at PC; outstanding items will be completed within a reasonable period.

22. Indemnities & Limitation of Liability

22.1 – Each party indemnifies the other against third-party claims arising from its negligence or breach.
22.2 – Our aggregate liability under the Contract (whether in contract, tort or otherwise) is capped at the
Contract Sum, save for death or personal injury caused by negligence, fraud or other liabilities that cannot be limited by law.
22.3 – We shall not be liable for indirect or consequential losses, loss of profit, revenue, business or anticipated savings.

23. Insurance

23.1 – We maintain Employers’ Liability insurance of not less than £10,000,000 and Public Liability insurance of not less than £5,000,000.
23.2 – Contractors’ All Risks (CAR) or project insurance will be arranged as agreed in the Contract particulars.
23.3 – Evidence of insurance is available on request.

24. Termination, Insolvency & Suspension

24.1 – Either party may terminate for material breach not remedied within 14 days of notice.
24.2 – We may terminate immediately for insolvency events (including administration, liquidation, or CVA).
24.3 – The Client may terminate for convenience on written notice, paying for works done to date, demobilisation and proven loss of profit on work not performed.
24.4 – We may suspend performance for non-payment in accordance with the Construction Act.

25. Dispute Resolution (Adjudication/Mediation/Litigation)

25.1 – Either party may refer a dispute to adjudication at any time under the Housing Grants, Construction and Regeneration Act 1996 (as amended).
25.2 – The nominating body shall be RICS unless otherwise agreed. The Adjudicator’s decision is binding until finally determined.
25.3 – Parties will consider mediation in good faith before issuing proceedings.
25.4 – The courts of England and Wales have exclusive jurisdiction.

26. Force Majeure

26.1 – Neither party is liable for failure or delay caused by events beyond reasonable control, including extreme weather, epidemic, governmental action, utilities failure, fire, flood, strike or supply chain disruption.

27. Notices

27.1 – Notices must be in writing and delivered by hand, recorded post or email to the addresses in Section 2 (or as updated in writing).
27.2 – Email notices are deemed received when sent, provided no delivery failure is received.

28. Third Party Rights, Severability & Entire Agreement

28.1 – No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
28.2 – If any provision is unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary, and the remainder shall continue in full force and effect.
28.3 – These Terms, together with our quotation and any special conditions, constitute the entire agreement between the parties.

29. Governing Law

29.1 – These Terms are governed by and construed in accordance with the law of England and Wales.

30. Contact & Policy References

30.1 – Contact: FDL Contractors, Unit 1 Simwood Court, Beacon Business Park, Stafford, ST18 0WL | info@fdlcontractors.co.uk | 01785 561400.
30.2 – Related policies: Privacy Policy and Cookie Policy (available on our Website).
30.3 – For health and safety obligations see our Health & Safety Policy and site-specific RAMS.