1. SCOPE OF THE AGREEMENT
1.1 Subject to the terms and conditions of this Agreement:
1.1.1 Awespic Property Maintenance undertakes to carry out the agreed works; and
1.1.2 The Customer undertakes to accept and pay for the agreed works.
2. CUSTOMER’S RESPONSIBILITIES
2.1 The Customer warrants that:
(a) the Customer is the owner of the property stated on the cover page of this agreement (“Site”) or is authorized by the owner of the Site to carry out the agreed works on the Site.(b) Awespic Property Maintenance shall have free and unimpeded access to the Site for the purpose of carrying out the agreed works, and that (except where agreed otherwise) the Site will be cleared of all debris prior to the commencement of the agreed works.
2.2 The Customer shall ensure that, if other parties are to be allowed access to the Site during the term of this agreement, this shall be by agreement with Awespic Property Maintenance, and the Customer shall ensure that such other contractors are co-ordinated to allow unimpeded access to the Site or completion of works by Awespic Property Maintenance.
3. CONTRACT SUM AND PAYMENT
3.1 The Customer shall pay to Awespic Property Maintenance the agreed price (“Contract Sum”) in the manner, at the rate and at the times provided in this agreement.
3.2 The Customer shall pay Awespic Property Maintenance the amounts due under clause 3.1 at least fifty percent of the price before commencement of the job and complete payment within 7 days of receiving an invoice from Awespic Property Maintenance.
3.3 Where any monies owing under this agreement are not paid by the due date, the Customer shall pay interest equal to 1.5 times the interest rate payable by Awespic Property Maintenance for its overdraft facilities at the time of the default. This interest shall be paid from the date on which the amount became due to the date of payment together with all debt collection costs incurred by Awespic Property Maintenance.
3.4 All materials supplied by Awespic Property Maintenance, including materials incorporated into the agreed works, shall remain the property of Awespic Property Maintenance until payment has been made in full. Awespic Property Maintenance shall be entitled to unrestricted access to the Site to dismantle and remove all agreed works and materials if payment is not made in accordance with this agreement.
3.5 If the Site is sold or is in any way disposed of, prior to all payments being made to Awespic Property Maintenance, the Customer shall hold the proceeds of such sale or disposition in trust for Awespic Property Maintenance to the extent that any monies remain owing under this agreement.
3.6 All sums are payable without deduction, setoff, counterclaim or cross demand of any kind.
4.1 The Customer may request modifications or amendments to the agreed works at any time during the term of this agreement and Awespic Property Maintenance shall use its best endeavors to comply with all such requests, provided that the parties shall immediately negotiate in good faith to determine whether any such modifications or amendments are practicable and (where applicable) agree upon an amended price. Awespic Property Maintenance shall not be required to commence work on any such amended works until the amended price is agreed.
4.2 Where any such modifications or amendments to the agreed works are agreed between the parties in accordance with clause 4.1, they shall be recorded in writing and signed by both parties, whereupon they shall be deemed to be incorporated into this agreement.
4.3 Where the parties do not reach agreement in accordance with clause 4.1, within 5 days of a request for an amendment, this agreement shall remain unchanged and shall continue to be binding on both parties.
5.1 Awespic Property Maintenance shall exercise reasonable skill, care and diligence in the discharge of its obligations under this agreement but in respect of any loss or damage, which in any way arises out of or is connected with the performance or non performance by or on behalf of Awespic Property Maintenance of such obligations, the liability of Awespic Property Maintenance and its employees or agents (whether in contract or in tort) shall be limited to the direct losses caused by Awespic Property Maintenance to the Customer and arising out of Awespic Property Maintenance’s negligence, to the exclusion of all other liability.
6. DEFAULT AND TERMINATION
6.1 Either party may terminate this agreement forthwith, or in the case of Awespic Property Maintenance suspend the carrying out of the agreed works until further notice, in the event that a liquidator, trustee and bankruptcy, receiver or receiver and manager is appointed in respect of the assets of the other party.
6.2 Awespic Property Maintenance may either terminate this agreement forthwith, or forthwith suspend the carrying out of the agreed works until further notice, in the event that the Customer fails to make any payment due to Awespic Property Maintenance under this agreement by the due date.
6.3 In the event that this agreement shall have been terminated, or the carrying out of the agreed works has been suspended pursuant to clause 6, the Customer shall reimburse Awespic Property Maintenance all direct costs and expenses incurred as a consequence of such termination or suspension.
7. FORCE MAJEURE
7.1 No failure or omission by either party to carry out or observe any of the terms and conditions of this agreement shall, except in relation to obligations to make payment hereunder, give rise to any claim against the party in question or be deemed a breach of this agreement if such failure or omission arises from any cause reasonably beyond the control of that party.
8. RESOLUTION OF DISPUTES
Any dispute or difference which may arise between the parties concerning the interpretation of this Agreement or in relation to any matter arising under this Agreement, which cannot be settled amicably and in good faith between the parties, shall be referred to arbitration under the laws of Jamaica.