Standard Terms of Business (Interior & Architectural Design)
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
The defined terms in these Conditions shall have the meanings set out below:
Agreement
The agreement between the Client and the Designer consisting of the Client Letter, these Conditions and any associated documentation which is identified in the Client Letter and the Client Letter shall take precedence in the event of any conflict with the Conditions.
Building Works
Any construction, repair or maintenance works in regard to the Project including but not limited to work for special staircases, fire surrounds, wall panelling, joinery, fittings, bathrooms, kitchens, utility rooms, selection and specification of electrical and light fittings, appliances and sanitary
ware.
FF+E
Furniture, fittings and equipment, including loose furniture, curtains, carpets, fixtures, materials, etc. designed and/ or specified by the Designer
or others.
Client Letter
The Letter of Appointment setting out the basis of the Agreement.
Project
The project to which the Agreement relates as identified in the Client Letter.
Project Cost
The total cost of the Project including any construction, repair or maintenance works and decoration works of any kind, together with the retail price of the supply, delivery and installation of any FF&E as determined by:
a) initially a fair and reasonable amount estimated by the Designer
b) subsequently when available the latest professionally prepared estimate or the lowest acceptable tender(s)
quotation(s) as applicable
c) ultimately when available the final cost.
The Project Cost shall include (without limitation):
a) any contingency or design reserve cost allowance
b) the cost as if new of any FF&E and/or materials provided or to be provided by the Client to a contractor for installation during construction of the Project
c) any direct works carried out by or on behalf of the Client
d) reasonable provision for contractor’s profit and overheads
But excludes:
a) Value added Tax (VAT)
b) professional or consultant fees
c) the costs of resolution of any dispute
d) the Client’s legal and in-house expenses
e) any loss and/or expense payments paid to a contractor
f) any adjustment for liquidated damages deducted by the Client.
Site/ Premises
The site of the Project and/or the premises to which the Project relates.
Services
The services to be undertaken by the Designer and which are identified in the Client Letter and this term shall include any variation of or addition to those services agreed in accordance with the Agreement.
1.2 The headings to these Conditions are for convenience only and do not affect interpretation. Words denoting natural persons include corporations and firms and vice versa.
1.3 Any notice or other document required under the Agreement shall be in writing and given or served by any effective means to the address of the recipient specified in the Client Letter or such other address notified to the other party in writing
1.4 Communications between the Client and the Designer that are not such notices or other documents may be sent to any other
address, including an e-mail address, notified by the other party as an appropriate address for specific communications.
Communications take effect on receipt, but if not in writing are of no effect unless and until confirmed in writing by the sender or the
other party.
1.5 Communications sent by special delivery or recorded delivery shall be deemed (subject to proof to the contrary) to have arrived at the appropriate address on the second working day after posting.
1.6 Where under the agreement an action is required within a period of days from a specified date, that period commences immediately after that date. The period shall include Saturdays and Sundays but shall exclude any day that is a public holiday.
1.7 The Agreement is subject to the law and the parties submit to the exclusive jurisdiction of the courts of England and Wales (or Northern Ireland or Scotland if so specified in the Client Letter).
2 GENERAL - Mutual obligations to provide advice
2.1 The Client and the Designer shall each promptly advise the other upon becoming aware of:
2.1.1 A need to vary the Services, any Project timetable or any part of the Agreement
2.1.2 Incompatibility in or between any of the Client’s requirements for the Project; or between such information and any Client’s instruction, any Project budget or timetable and/or the approved design; and the parties shall seek to agree how to deal with the matter.
2.2 Photographs and information about the Project
The Designer shall have the right to take and publish photographs of the Project and the Client shall give reasonable access to the Project for this purpose. The Designer shall obtain the consent of the Client (not to be unreasonably withheld or delayed) before publication of any other information about the Project unless reasonably necessary for the performance of the Services.
3 OBLIGATIONS AND AUTHORITY OF THE DESIGNER
3.1 The Designer shall:
3.1.1 In performing the Services and discharging all obligations exercise reasonable skill, care and diligence in accordance with the normal standards of the Designer’s profession
3.1.2 Keep the Client informed of progress and of any issue that may materially affect any timetable for or the cost of or quality of the Project
3.1.3 Cooperate with others engaged in relation to the Project
3.1.4 Not make any material alteration to or addition to or omission from the approved design without the Client’s prior approval.
3.2 Limitation of warranty
The Designer does not warrant:
3.2.1 That the Project or the Services will be completed in accordance with any timetable or budget
3.2.2 The performance, work or products of other persons engaged in connection with the Project, except in connection with those others (if any) in regard to which the Designer is acting as a principal
3.2.3 The solvency or competence of any other person engaged in connection with the Project
3.2.4 That approvals from third parties will be granted
3.2.5 The accuracy of any survey made by the Designer.
4 OBLIGATIONS AND AUTHORITY OF THE CLIENT
4.1 The Client shall provide for the Designer to rely upon, free of charge, accurate and reliable information relating to the Project which is necessary for the proper and timely performance of the Services.
4.2 The Client shall be responsible for (including for all costs and expenses) any applications for consents under planning legislation, building Acts, regulations or other statutory requirements
4.3 The client shall:
4.3.1 Give decisions and approvals as necessary for the proper and timely performance of the Service
4.3.2 Advise the Designer of the relative priorities of any stated requirements or brief, any Project budget or timetable.
4.4 The Designer shall comply with the Client's instructions, subject to the Designer's right of reasonable objection.
4.5 The Client, in respect of any work or services in connection with the Project performed by any persons responsible for the competence and performance of their work and service including for the management and operational methods in connection with the carrying out and completion of work and services undertaken by such persons and for compliance with health and safety requirements.
5 ASSIGNMENT AND SUB-CONTRACTING
5.1 Neither the Designer nor the Client shall assign or sub-contract the whole or any part of the Agreement with out the prior written consent of the other which consent shall not be unreasonably withheld or delayed
6 FEES AND PAYMENT
6.1 Fees and other payments for Services shall be calculated, charged and paid as set out in the Client Letter. VAT shall be payable on all sums due to the Designer at the applicable rate.
Percentage fees
6.2 Where percentage fees apply, the fee shall be calculated by applying the percentage stated in the Client Letter to the Project Cost. If the Client instructs an alteration to his/her requirements and/or any brief during the performance of the Services, the percentage fee up to the date of the instruction shall be calculated on the basis that the current professionally prepared estimate of the Project Cost or the lowest acceptable tender (whichever is later) is based on the requirements or brief prior to the instruction and any additional work arising out of the instruction shall be charged on a time charge basis.
6 FEES AND PAYMENT
6.1 Fees and other payments for Services shall be calculated, charged and paid as set out in the Client Letter. VAT shall be payable on all sums due to the Designer at the applicable rate.
Lump sums
6.3 Where a lump sum fee applies, the sum(s) set out in the Client Letter shall apply and shall be adjusted on a time charge basis in accordance with these Conditions if changes are made to the Client’s requirements or any brief and/or the approved design and/or any Project timetable.
Free adjustment
6.5 The Designer shall be entitled to additional fees:
6.5.1 Based on due allowance (including for any loss and/or expense) if:
6.5.1.1 Material changes are made to the previously agreed Client’s requirements or brief and/or budget or timetable for the Project and/or
6.5.1.2 The Services are reduced, varied or added to by agreement including where for any reason only part of the previously agreed Services are to be provided
6.5.2 Calculated on a time charge basis, as per clause 6.4 (unless another basis for payment is agreed), where the Designer for reasons beyond the Designer’s control incurs extra work or loss and expense for which the Designer would not otherwise be fully remunerated. Matters in relation to which the Designer shall be entitled to additional fees include but are not limited to circumstances where:
6.5.2.1 The Designer is required to vary any item of design work commenced or completed pursuant to the Agreement or to provide a new design after the Client has authorised the Designer to develop an approved design
6.5.2.2 Performance of the Services is delayed, disrupted or prolonged
6.5.2.3 The cost of any work, installation or equipment for which the Designer performs design Services is omitted from or not included
in the budget for the Project
6.5.2.4 The Designer performs services in connection with any work, installation or equipment which are not executed under the direction of or by the Designer.
Expenses and disbursements
6.6 The Client shall reimburse the Designer for reasonably incurred expenses and disbursements at net cost plus any handling charge,unless otherwise stated in the Client Letter.
Payment
6.7 The Designer shall issue payment notices from the date of commencement of the Services at the intervals set out in the Client Letter or, if not provided for, of not less than 1 month. Each payment notice shall comprise the Designer’s account and state the basis of calculation of the amount specified as due, which shall be the ‘notified sum’. Installment payments shall be calculated on the basis of the Designer’s estimate of the percentage of completion of the work stage and/or Services or such other method as specified in the Client Letter.
Payment notices
6.8 The due date for payment of a notified sum shall be the date of each payment notice as provided for in clause 6.7.
6.8.1 The Client shall pay the notified sum within 14 days of the date of issue of the Designer’s payment notice (which shall be the ‘final date for payment’) unless the Client issues a notice under clause 6.8.2. Otherwise the amount due and payable shall be the notified sum. The Client shall not delay payment of any undisputed part of the notified sum.
6.8.2 If the Client intends to pay less than the notified sum, the Client shall give a written notice to the Designer not later than 5 days before the final date for payment specifying the amount that the Client considers to be due on the date the notice is served, the basis on which that sum is calculated and, if any sum is intended to be withheld, the ground for doing so or, if there is more than one ground, each ground and the amount at tributable to it.
Set-off
6.9 The Client shall not withhold any amount due to the Designer under the Agreement unless the amount has been agreed with the Designer or has been decided by any tribunal to which the matter is referred as not being due to the Designer. All rights of set-off at common law or in equity which the Client would otherwise be entitled to exercise are expressly excluded.
Late payment
6.10 In the event that any amounts under the Agreement are not paid when properly due, the payee shall be entitled to simple interest on such amounts until the date that payment is received at the daily rate equivalent to 8% per annum above the dealing rate of the Bank of England current at the date that payment becomes overdue, together with such costs reasonably incurred and duly mitigated by the payee (including costs of time spent by principals, employees and advisors) in obtain ing payment of any sums due under the Agreement.
Recovery of costs
6.11 The Client or the Designer shall pay to the other party who successfully pursues, resists or defends any claim or part of a claim brought by the other such costs reasonably incurred and duly mitigated, including costs of time spent by principals, employees and advisors.
Payment on suspension or determination
6.12 If the Designer or the Client suspends performance of any or all of the Services or terminates performance of the Services and/or other obligations, the Designer shall be entitled to:
6.12.1 Payment of any part of the fee for the Project and other amounts properly due on the expiry date of the notice; and
6.12.2 Reimbursement of any loss and/or expense properly and necessarily incurred by the Designer by reason of the suspension or the termination, save where the Client gives notice of suspension or termination by reason of the material or persistent breach of the Agreement by the Designer.
Payment on suspension or determination
6.13 If the Designer suspends performance of any or all of the Services the Designer shall be entitled to be paid by the Client a reasonable amount in respect of costs and expenses reasonably incurred by the Designer as a result of the suspension.
7 INTELLECTUAL PROPERTY; USE OF INFORMATION
7.1 The Designer shall own all intellectual property rights including copyright in the drawings and all other work produced in the performance of the Services and generally asserts the Designer’s moral rights and all other rights identified as the author of such work.
7.2 The Client shall have a licence to copy and use and allow others providing services to the Project to copy and use drawings, documents, bespoke software and all other such work produced by or on behalf of the Designer in performing the Services (the ‘Material’) but only for purposes related to the Project.
7.3 Such purposes shall include the operation, maintenance, repair, reinstatement, alteration, extending, promotion, leasing and/or sale of the Project but shall exclude the reproduction of the Designer’s design for any part of any extension of the Project and/or for any other project, unless a licence fee in respect of any identified part of the Designer’s design is agreed.
7.4 The Designer shall not be liable if the Material is modified other than by or with the consent of the Designer or used for any purpose other than the purposes for which it was prepared.
7.5 If at any time the Client is in default of payment of any fees or other amounts properly due, the Designer may suspend further use of the license on giving 7 days’ notice of the intention of doing so. Use of the license may be resumed on receipt performance of such outstanding amounts.
7.6 The Designer must approve any use of the whole or any part of the Designer’s name or identity for the purpose of promotion of the
project.
8 LIABILITIES AND INSURANCE
Time limit for action or proceedings
8.1 No action or proceedings arising out of or in connection with the Agreement, whether in contract, tort, statutory duty or otherwise, shall be commenced after the period specified in the Client Letter or, if earlier, the date of practical completion of the Project or such earlier date as prescribed by law
Limit of liability
8.2 In any such action or proceedings:
8.2.1 The Designer’s liability for loss or damage shall not exceed the lesser of the limit of liability specified in the Client Letter or the amount of the Designer’s professional indemnity insurance. The Designer shall not in any event be liable for any indirect or consequential loss or expense incurred as a result of any alleged breach by the Designer.
8.2.2 No employee of the Designer, including any officer or director of a company or a member of a limited liability partnership or any agent of the Designer, shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Services.
Net contribution
8.3 Without prejudice to the provisions of clause 8.2, the liability of the Designer shall not exceed such sum as it is just and equitable for the Designer to pay having regard to the extent of the Designer's responsibility for the loss and/or damage in the question and on the assumptions that:
8.3.1 All other consultants and contractors providing work or services for the Project have provided to the Client contractual undertakings on terms no less onerous than those of the Designer under the Agreement
8.3.2 There are no exclusions of or limitations of liability or joint insurance or co-insurance provisions between the Client and any other person referred to in this clause 8.3; and
8.3.3 All the persons referred to in this clause 8.3 have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage.
9 PROFESSIONAL INDEMNITY INSURANCE
9.1 The Designer shall obtain professional indemnity insurance in respect of the Services for not less than the amount stated in the Client Letter.
9.2 The Designer shall maintain such insurance until the expiry of the period stated in the Client Letter provided such insurance remains available to the Designer on commercially reasonable rates and terms, failing which the Designer will inform the Client in order that the parties can discuss the best means of protecting their respective positions in the absence of such insurance.
9.3 The Designer shall produce on request, for inspection, evidence that the insurance required under the Agreement is in place and is being maintained.
Right of third parties
9.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
10 SUSPENSION AND TERMINATION
Suspension
10.1 The Client may suspend the performance of any or all of the Services and/or other obligations by giving not less than 7 days’ notice in writing to the Designer.
10.2 The Designer may suspend performance of the Services and/or other obligations on giving not less than 7 days’ notice to the Client of the intention and stating the reasons for doing so, including (but not limited to) where the Client has failed to give a notice as required under clause 6.8.2. relating to their involvement in the adjudication as part of the adjudicator’s determination. This provision is ineffective unless it is confirmed in writing by the parties after notice is given of the intention to refer a dispute to adjudication
10.3 In the event of a suspension the Designer shall cease performance of the suspended Services and/or other obligations on the expiry of the notice period after receipt or giving of a notice of suspension.
10.4 If the reason for a notice of suspension arises from a default:
10.4.1 Which is remedied, the Designer shall resume performance of the Services and/or other obligations within a reasonable period; or
10.4.2 Which is not remedied by the defaulting party, the other party shall have the right to treat performance of the Services and/ or other obligations affected as terminated on giving reasonable written notice.
10.5 Where Services are suspended by the Client and not resumed within 6 months the Designer shall have the right to treat performance of the Services and/or other obligations affected as terminated on giving at least 7 days’ further written notice to the client.
10.6 Any period of suspension arising from a valid notice given under clause 10.1 or clause 10.2 shall be added to the latest time table for completion of the relevant Services.
Termination
10.7 The Client or the Designer may by giving reasonable notice to the other terminate performance of the Services and/or other obligations stating the reasons for doing so and the Services and obligations affected.
10.8 Performance of the Services and/or other obligations may be terminated immediately by notice from either party if:
10.8.1 The other party commits an act of bankruptcy or is subject to a receiving or administration order, goes into liquidation, and/ or becomes insolvent, and/or makes any arrangements with creditors or
10.8.2 The Designer becomes unable to perform the Services through death or incapacity.
10.9 The Client shall allow the Designer access to the Site/Premises to collect all equipment and items belonging to the Designer.
11 DISPUTE RESOLUTION
11.1 The Client and the Designer may attempt to settle any dispute or difference arising under the Agreement by negotiation or mediation or either party may refer the matter to adjudication or legal proceedings.
Adjudication
11.2 The provisions for adjudication are:
11.2.1 Where a dispute or difference is to be referred to adjudication, referral of the dispute shall be made within 7 days of the issue by either party of a notice of the intention to refer a dispute or difference to adjudication. The parties may agree who shall act as adjudicator, or the adjudicator shall be the person nominated at the request of their party by the nominator specified in the Letter/Memorandum. The adjudication procedure shall be in accordance with the provisions set out in Part 1 of the Scheme for Construction Contracts (England and Wales) Regulations (as amended and as current at the date of reference) which shall take effect as if incorporated into this clause.
11.2.2 Separate to the adjudicator’s own costs and expenses, the adjudicator may allocate between the parties the reasonable costs and expenses of the parties
ANNEX A SERVICES FOR WHERE THE DESIGNER UNDERTAKES BUILDING WORKS AS A PRINCIPAL
Where the Designer agrees with the Client to undertake Building Works as a principal and the Client Letter states that Annex A will apply the following conditions shall form part of the Agreement:
Tender, acceptance and confirmation
A1 The Designer shall prepare a priced specification/schedule of works and/or decorations including any VAT together with a programme for executing the works and submit to the Client. The tender shall be open for acceptance for a period of 30 days from the date of issue and shall be based on the terms and conditions of the Agreement applying subject to the terms of the tender.
A2 Such a tender will not be an offer. The Client and the Designer shall be legally bound only once the Client has accepted the tender and the Designer has then issued a confirmation of the Client’s acceptance. The terms that shall apply in regard to the Building Works shall be as set out in this Agreement and in the Designer’s tender subject to the Designer’s confirmation of the Client’s acceptance. When the Client accepts in writing the tender for carrying out the Building Works the tender, acceptance and confirmation shall be appended to the Agreement together with any relevant drawings and specifications.
Accounts and payment
A3 The sum payable to the Designer for execution of the Building Works shall be the amount stated in the tender or any agreed variation to it, which sum shall include the Designer’s fees and expenses. The Designer shall submit an account or accounts for payment in accordance with the terms and conditions of the Agreement.
A4 The final instalment of not less than 3% of the said sum shall become due after the Designer notifies the Client that the Building Works are complete and has made good without charge any faults notified by the Client within 6 weeks of such notification.
Carrying out Building Works
A5 The Designer shall with due diligence and in a workmanlike manner execute or procure the execution and completion of the Building Works using skilled tradesmen appropriate to each task in accordance with the drawings and specifications and by the completion ate identified in the tender or any other date agreed in writing by the parties.
Client instructions
A6 The Client shall issue any information and instructions necessary for the proper carrying out of the Building Works.
A7 The Client may require a variation to the Building Works subject to the Designer’s right of reasonable objection.
Possession of the site
A8 The Client shall allow the Designer (a) to take possession of those parts of the Site/Premises where the Build ing Works are being carried out; (b) reasonable space to store materials and tools as necessary;(c) use of toilet and washing facilities, heating, water and electricity;(d) to carry out work from design of Client FF&E or arising out of or in connection with the supply, delivery to the Site/ Premises and/or installation of such FF&E or for any payments due to suppliers for Client FF&E.
A9 The Designer shall leave the property in a clean and tidy condition and clear away rubbish arising from the works at the end of each day.
A10 The Designer shall be responsible for the reasonable security of the property if the Client is absent at any time during the course of the Building Works.
A11 The Designer shall warn the Client of any dangers arising from the Building Works.
A12 The Client shall not allow other people, particularly children, to be exposed to any dangers from the Building Works.
Progress
A13 The Designer shall:
A13.1 Notify the Client on becoming aware of any changes or potential changes to the progress or cost of the
Building Works
A13.1 Not be responsible in respect of any defects in or delays to the completion of the Building Works caused by persons other than the Designer’s employees, sub-contractors or suppliers of the Designer; but
A13.3 Be entitled to a reasonable extension of time and to payment for any increased costs incurred. Statutory obligations
A14 The Designer shall comply with and give all notices and pay charges required by any statutory provision applicable to the Building Works.
Liability
A15 After completion of the Building Works the Designer shall remain responsible for the period stated in the Agreement for any faults, excluding fair wear and tear, in the execution of or the goods and materials used in the Building Works.
Insurance
A16 The Designer and the client shall agree that the client shall insure in the joint names of the Client and the Designer the risks of loss or damage to the existing structures, to any contents and to the Building Works and all unfixed materials by fire, explosion, storm, tempest, flood, bursting or overflowing of water tanks, apparatus or pipes, earthquake, aircraft and other aerial devices or articles dropped from them, riot and civil commotion.
A17 The Designer shall maintain public liability insurance for death or injury to people or damage to property other than the Building Works.
A18 On the request of one party the other shall produce such evidence as may be reasonably required that the actions under the above insurance provisions have been carried out.
ANNEX B SERVICES FOR WHERE THE DESIGNER PROCURES FF&E AS AN AGENT OR SUPPLIES FF&E AS A PRINCIPAL FF&E PROCURED BY THE DESINGER (‘Client FF&E’)
B1 Where the Client Letter identifies that the Designer is to procure delivery and/or installation (but not the supply) of FF&E the Designer shall take all reasonable steps to see that such FF&E shall be of satisfactory quality and reasonable fit for purpose and delivered to the Site/Premises in good order.
B2 Other than as specified in B1 above, the Designer shall have no liability in respect of the fitness for purpose or
FF&E supplied, delivered and/or installed by the Designer (‘Designer FF&E ‘)
B3 In regard to Designer FF&E, the Designer shall prepare an estimate and submit to the Client for approval. The estimate shall be valid for 14 days from the date of the estimate and shall be subject to the terms and conditions of this Agreement and to any additional terms contained in the estimate.
B4 Such an estimate will not be an offer. The estimate will only bind the Designer once the Client has accepted the estimate and the Designer has then issued a confirmation of the Client’s acceptance. The terms that shall apply in regard to the supply shall be as set out in this Agreement and in the Designer’s confirmation of the Client’s acceptance. The Designer reserves the right to withdraw or revise an estimate prior to the Designer’s confirmation of the Client’s acceptance.
B5 The Designer shall carry out the supply specified in the estimate for the price set out or otherwise agreed in writing, but if prior to completion of the supply the Designer’s costs of undertaking the relevant supply increase due to any reason outside the control of the Designer, including (but not limited to) increases in the costs of materials, labour, transport or currency fluctuations, the Designer shall be entitled to a reasonable adjustment in the price in respect of such an increase.
Price and payment
B6 The sum payable for the supply, delivery and/or installation of the Designer FF&E shall be the amount stated in the estimate or any variation to it accepted by the Client. Clause 6 of this Agreement shall apply to all sums due to the Designer.
Quality and defects
B7 The Designer FF&E shall be of a reasonable quality and reasonably fit for any purpose made known to the Designer and shall be delivered to the Site/Premises in good order.
B8 Where the Designer is responsible for the installation of supplied items, then any such installation shall be carried out in a workmanlike manner using skilled tradesmen appropriate to each task and any faulty item will be remedied or, if necessary, replaced by the Designer provided that notification is given within the relevant liability period applying to the item in question.
B9 The rights relating to supplies of FF&E under this Annex s are in addition to any statutory rights that may apply.
Delivery
B10 The Designer FF&E shall be delivered to the Site/Premises or to such other place as set out in the estimate. Anytime or date for delivery of goods in the estimate shall be approximate only. The Designer shall not be liable in any manner for failure to deliver within the time stated, nor in such circumstances shall the Client be entitled to cancel or terminate any order or contract. If the Designer is unable to deliver any goods the Designer shall be entitled to suspend or cancel the contract under which the goods are to be supplied or that part of such contract which relates to the sale of such goods.
Risk and title
B11 The Designer shall not be responsible for damage to, insurance of or any other hazard relating to any FF&E located on the site which is not the subject of this Agreement.
B12 All Client FF&E which is the subject of this Agreement shall remain at the risk of the Client.
B13 All Designer FF&E which is the subject of this Agreement shall remain at the risk of the Designer until delivery to the site and FF&E installation is complete at which point all risk relating to this FF&E shall pass to the Client.
B14 Title in Designer FF&E which is the subject of this agreement will be transfered to the Client immediately upon procurement by the Designer and 100% of the monitory value of the gods and materials has been received. No goods and materials shall be ordered until such a time as the Designer has received 75% payment of the full name of those goods and materials. Further 20% payment is required in the subsequent month, and 5% or any additional outstanding amounts upon delivery.