Terms and Conditions

Trading Terms and Conditions; C J Sandell and Co LTd (trading as Sandell Partnership)

  • In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.6.

Contract: the contract between The Client and The Company for the supply of Goods and/or Services in accordance with these Conditions.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Goods: the Goods (or any part of them) set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Order: an order for the supply of Goods and/or Services made between The Company and The Client.

RICS: The Royal Institution of Chartered Surveyors being a body incorporated by Royal Charter and registered in England and Wales with company number RC000487.

Materials: all materials, equipment and tools, drawings, specifications and data supplied by The Company to The Client

Services: the services, including without limitation any Deliverables, to be provided to The Client under the Contract as set out in the Service Specification.

Service Specification: the description or specification for Services as notified by The Company to The Client.

Supplier: The Company from whom The Client purchases the Goods and/or Services.

The Company: C J Sandell and Co Ltd (trading as Sandell Partnership)

The Client: a company, person, or persons responsible for ordering goods and services from The Company as described in the Order.


  • The Order constitutes an offer by the client to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
  • The Order shall be deemed to be accepted on the earlier of:
  • the client issuing written acceptance of the Order; or
  • any act by the Company consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (Commencement Date).

  • These Conditions apply to the Contract to the exclusion of any other terms that The Client(s) seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
  • The Company shall ensure that the Goods shall:
  • correspond with their description and any applicable Goods Specification;
  • The Company shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

The Company shall from the Commencement Date and for the duration of the Contract provide the Services to the client in accordance with the terms of the Contract.

4.1        The Company shall meet any performance dates for the Services specified in the Order or notified to The Client by The Company.

  • In providing the Services, The Company shall:
  • Co-operate with The Client in all matters relating to the Services, and comply with all reasonable instructions of The Client.
  • Perform the Services with the best care, skill and diligence in accordance with best practice in the profession;
  • The price for the services shall be the price set out in the Order
  • The charges for the Services shall be set out in the Order, unless otherwise agreed in writing by The Company, the charges shall include every cost and expense of The Company directly or indirectly incurred in connection with the performance of the Services.
  • In respect of Goods, The Company shall invoice The Client on or at any time after completion of delivery. In respect of Services, The Company shall invoice The Client on completion of the Services.
  • In consideration of the supply of Goods and/or Services by The Company, The Client shall pay the invoiced amounts within 30 days of the date of the invoice to a bank account nominated in writing by The Company.
  • Where The Company is not VAT registered, no VAT will be added to the Order.

The Company reserves the right to register for VAT whether as a result of changes in Government Taxation, by turnover and/or by virtue of The Companies requirement to register for VAT by law. The Company reserves the right make charges for VAT in addition to any agreed Order. Such additional amounts in respect of VAT will be chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

5.6  If The Client fails to make any payment due to The Company under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

  • The Company shall maintain professional indemnity insurance cover in respect of liability relating to the supply of the goods or services that it offers.
  • A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging

the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

  • This clause 10 shall survive termination of the Contract.
  • Without limiting its other rights or remedies, The Client may terminate the Contract
  • in respect of the supply of Services, by giving the Supplier 30 days’ written notice; and
  • in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Client shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
  • Without limiting its other rights or remedies, The Company may terminate the Contract by giving The Client 30 days’ written notice.
  • In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
  • Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
  • Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

On termination of the Contract for any reason, The Client shall immediately deliver to The Company all Deliverables whether or not then complete, and return all Company Materials. If The Client fails to do so, then The Company may enter The Clients premises and take possession of them. Until they have been returned or delivered, The Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

  1. Assignment and other dealings.
  • The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of The Company.
  • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  • A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  • Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
  • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by The Company.