In these Terms and Conditions

“Client” means the person, company or other entity named as the client in the Quotation

“Contract” means the contract to which these terms and conditions are attached, and any Drawings, together with any agreed variations which Contract is subject to these Terms and Conditions and subject to any other matters specified in the Quotation.

“Contractor” means Cherwell Interior Decoration LLC

“Contract Price” means the price payable by the Client to the Contractor for the Works and/or the Goods as shown in the Quotation together with any Variation Price

“Days” means any day in the United Arab Emirates except for Fridays, Saturdays and Public Holidays.

“Drawings” shall mean any plans or drawings approved by the Client as part of the Works.

“Force Majeure” means any event including but not limited to an act of god, such as fire or tempest, an act of government or regulatory authority, strikes, destruction or damage or any unplanned restriction on access to the Site outside the control of a Party.

“Goods” means any items provided by the Contractor and forming part of the Works.

“Initial Payment” means 50% of the Contract Price, unless varied in the Quotation.

“Party or Parties” shall mean individually either Client or Contractor or jointly both of them.

“Payment Terms” means the payment terms as set out in these Terms and Conditions, unless varied in writing in the Quotation.

“Quotation” means the quotation provided by the Contractor and accepted by the Client.

“Site” means the place where the Goods are to be installed and the Works carried out.

“Terms and Conditions” means these terms and conditions.

“Variation” means a variation requested by the Client to any of the Goods or Works which were set out or itemized in the Quotation.“Variation Price” means the price calculated by the Contractor for implementing a Variation or for altering the Goods or Works because of inaccurate or incomplete information provided by the Client.

“Works” means the work and services as set out and described in the Quotation together with any agreed variations.

2.1 The Contract shall commence on the signing of the Contract by the Client and the Contractor and on the receipt by the Contractor of the Initial Payment.

3.1           The Contractor shall exercise reasonable skill and care in the supply of the Goods and the completion of the Works.

3.2           Where the Contractor has given a time estimate to the Client for the supply of the Goods or the completion of the Works the Contractor shall make reasonable endeavors to comply with the time estimate subject to delays caused by any Variation, delays caused by problems with the supply of materials, delays caused by any failure of the Client or his other contractors or agents or caused by Force Majeure

3.3           Other than specifically agreed in the Contract no guarantees or warranties are given by or required of the Contractor.

4.1           The Client shall pay the Contract Price promptly and strictly in accordance with the Payment Terms.

4.2           The Client shall provide access to the Site at times reasonably required by the Contractor and shall provide at the cost of the Client a power supply and adequate lighting, together with any temporary toilet or washroom facilities reasonably required by the Contractor.

4.3           The Client or his agent shall promptly and without delay make any decisions required of the Client and shall without delay provide any materials to be provided by the Client immediately they are requested by the Contractor.

4.4            Unless agreed with the Contractor in writing the Client shall be responsible for obtaining and paying for all necessary permits consents and approvals appropriate for the provision of the Works.  In the event that the Parties agree that the Contractor shall obtain all necessary permits consents and approvals the Client shall immediately pay to the Contractor all and any fees due to the appropriate entity person or organization providing consent as soon as these are known, and the Client shall fully indemnify the Contractor against all costs incurred in obtaining all such necessary permits consents and approvals.  The Contractor shall be entitled to charge an administration fee for work necessary in obtaining any permits consents and approvals.

4.5           The Client shall maintain during the Works adequate insurance in respect of the Site together with insurance in respect of any Goods delivered to the Site and in respect to any part of the Works as have been completed.

4.6           The Client warrants that the information provided by the Client and on which the Quotation is based is accurate and true in all material respects.

5.1           The Contractor shall have the right to use substitute materials provided such materials do not materially affect the quality of the Goods or the value of the Works.

5.2           Where the Client has specified that the Goods shall be of a certain colour such specification shall be subject to reasonable commercial variation unless specifically agreed in writing with the Contractor.

6.1           If the Client wishes to vary any of the Goods or Works the Client shall request a price for such variation from the Contractor which the Client shall be free to accept or reject.

If the Client rejects the price offered by the Contractor, the Contract shall continue in accordance with the Quotation.  If the Client accepts this forthwith becomes an agreed Variation Price.  The Client shall immediately pay 50% of the Variation Price and on receipt by the Contractor the Contract shall be amended accordingly.

6.2           If the Client requests a Variation that will involve the production of drawings or further design work the Client will in any event and whether or not the Variation Price for such Variation is accepted or rejected be responsible for additional design fees charged on an hourly basis. Such additional design fees shall be paid in advance.

6.3           The Client agrees that any Variation may have a significant effect on any time estimate previously given and agrees to extend the time period of the Contract in accordance with the revised time estimate provided by the Contractor.

7.1           The Contractor shall be entitled to charge for further design work on an hourly basis provided such further design work is authorized or required by the Client.

7.2           All rights copyright and other intellectual property rights in relation to any designs by the Contractor shall continue to belong to the Contractor until any relevant Quotation is accepted and paid for or the specific design work commissioned by the Client has been paid for.

8.1           The Contract Price is as set out in the Quotation subject to such variations as may be agreed in accordance with these Terms and Conditions.

8.2           Where a Quotation has been provided on the basis of inaccurate or incomplete information or measurements provided by the Client which on a subsequent Site inspection proves incorrect the Contractor shall be entitled to charge a reasonable Variation Price which shall then form part of the Contract Price.

8.3           a)              Where the Quotation is itemized in relation to specific works or areas of work the Contractor shall be entitled once such specific works or areas of work have been completed to raise an invoice requiring full payment of that part of the quoted price which relates to such completed works.

1. b) The Contractor shall have the right at its sole discretion to invoice on a monthly basis in respect of work undertaken or services performed whether or not any such works or services are completed, or Goods have been delivered to Site Any such invoices so raised shall be paid by the Client within 7 Days.

8.4           Subject to clause 8.3 and any payment terms agreed in the Quotation the Payment Terms shall be as follows.

1. i) As to 50% of the Contract Price on the acceptance of the Quotation.

1. ii) As to 30% of the Contract Price immediately the Goods have been manufactured or the Contractor is in a position to proceed with the Works.

iii)             The balance of 20%, which shall be due on or immediately prior to the delivery of the Goods or the finalization of the Works.

8.5           Any failure by the Client to pay in accordance with the Payment Terms shall entitle the Contractor to immediately stop work and to raise an invoice for the total balance due under the Contract.  The Contractor shall be entitled to charge all additional costs incurred by the Contractor which arise from the failure of the Client to comply with the Payment Terms.

9.1           Ownership of and title to the Goods and the Work shall remain with the Contractor until the Contract Price is paid in full.

9.2           The risk of loss or damage occurring at or to the Site or to any of the Goods or materials at the Site shall except when caused by the willful default of the Contractor rest with the Client who shall fully insure all risks at the Client’s expense.

10.1         The Contractor shall make good immediately any defects in the Goods or the Works brought to the Contractor’s attention for a period of 6 months from the substantial completion of the Works.

10.2         The Contractor shall not be liable for any unauthorized alterations or any misuse of the Goods or the Works which result in any damage to the Goods or Works.

10.3         If before finalization of the Works or the final fitting of any Goods the Client or a third party authorized by the Client interferes with or alters such Goods or Works which results in additional work or cost for the Contractor then the Client shall fully indemnify the Contractor in respect of such additional costs.

11.1         Either Party may give notice to terminate the Contract in the event of a material breach by the other Party which is not capable of remedy within a period of 15 Days.

11.2         The Contractor may give immediate notice to the Client to terminate the Contract if the Client fails to comply with the Payment Terms and the Client does not so comply within 10 Days of the notice.

11.3         Termination shall not affect the accrued rights and liabilities of the Parties at the termination date.

12.1         The Parties will endeavour to settle any dispute or difference amicably by direct negotiation.

12.2         Any dispute that is not resolved within 25 Days of the commencement of such negotiation shall be settled under the Arbitration Rules of the Dubai International Arbitration Centre (the DIAC Rules) by written referral to such arbitration by either Party.

12.3         Subject to any agreement between the Parties to the contrary the arbitral tribunal shall consist of one member to be mutually chosen by the Parties or failing mutual agreement within 10 Days of the date of referral to be chosen by the Dubai International Arbitration Centre.

12.4         The seat of the arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English.

12.5         The Law governing this contract shall be the law of the United Arab Emirates as applicable in Dubai.

13.1         Notices:  Every notice shall be in writing and shall be delivered by hand or left at the address of the recipient.  Delivery shall be treated as having been made immediately the notice is hand delivered or left at the recipient’s address.

13.2         Assignment:  Neither Party shall assign any of its rights or obligations under the Contract without the prior written consent of the other.

13.3         Subcontracting:  The Contractor may subcontract all or any part of the Works. Subcontracting shall not relieve the Contractor of its obligations under the Contract.

13.4         Entire Agreement:  This Contract is the only agreement between the Parties in relation to the provision of the Works and supersedes any previous arrangements agreements or understandings relating to the Works.

13.5         No reliance on warranties:  The Client acknowledges that he has not relied on and shall have no remedy in respect of any statement representation warranty or undertaking other than is expressly set out in or forms part of the Contract.  Nothing in this clause shall limit or exclude liability for fraud.

13.6         If the Client requires the provision of Works or the fitting of Goods outside of normal hours (8 am – 5 pm) the Contractor shall be entitled to make an additional charge to reflect reasonable hourly overtime rates.

13.7         Privacy policy:  The Client agrees that the Contractor may take photographs of work in progress and on completion of the provision of the Works which photographs can be used by the Contractor in advertising material or published online.

13.8         Words importing the singular include the plural, words importing one gender include all genders and words importing a person include a company, corporate body or other entity.