Definitions. For the purposes of these Terms of Business, a Contract shall refer to a Purchase Order or Build Contract (as applicable) once correctly executed by the Supplier and the Customer (a Contract). In these Terms of Business, definitions shall be the same as in the Contract. These Terms of Business shall apply to any Contract between the Supplier and the Customer however arising.
1. Basis of contract
1.2. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3 The Order constitutes an offer by the Customer to purchase the goods in accordance with the terms of the Contract and the Conditions contained here. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
1.4 The Order shall only be deemed to be accepted when the Supplier puts in writing they wish to go ahead with the order, (as applicable) at which point, in both instances, the Order shall be placed with the Supplier (the Order).
1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
1.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Good described in them. They shall not form part of the Contract or have any contractual force.
1.7 A quotation for the Good given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2. The Goods
2.1 The Goods is described in the Supplier’s quote as modified by any applicable Specification. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
2.2 Ex-demonstration or display goods are sold as seen and may show some minor signs of cosmetic wear or use. Prior to delivery the Supplier will carry out a full Pre-Delivery Inspection and rectify any material defect or damage to the Goods that may affect satisfactory use. Specification of ex-demonstration or display goods may vary from the Suppliers standard published specification.
3.1 The Supplier shall ensure that the delivery of the Goods is accompanied by a Delivery Note which shows the date of the Order and all relevant Customer and Supplier reference numbers.
3.2 The Supplier shall deliver the Goods to the location set out in the Quote or such other location as the parties may agree (the Delivery Location). The Customer shall ensure that the Delivery Location is made known to the Supplier at the Supplier’s reasonable request, and in any event no later than 14 Days prior to the Delivery Date specified in the Order.
3.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
3.5 The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or other appropriate information in relation to the preparation of the Goods.
3.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement good of similar description in the cheapest market available, less the price of the Goods
3.7 If the Customer fails to take delivery of the Goods within 14 Business Days of notification that the Good is ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract; delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourteenth Business Day after the day on which the Supplier notified the Customer that the Goods was ready.
3.8 The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses.
3.9 If 28 Business Days after the day on which the Supplier notified the Customer that the Goods was ready for delivery the Customer has not taken delivery of it, the Supplier may resell or otherwise dispose of the Good.
4. Quality and Warranty
4.1 The Supplier warrants that on delivery, the Goods shall;
Conform in all material respects with its description and the Specification be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sale of Good Act 1979) be fit for any purpose held out by the Supplier.
4.2 The Supplier shall provide a structural warranty on the framework of the good for a period of 10 years from the date of delivery.
4.3 Warranty provided by the Supplier shall be subject to the goods being suitably maintained by the Customer. The warranty does not cover damage arising from misuse, neglect, fire, flood or other acts of God. Relocating or repairing the good within the warranty period without the consent of the Supplier shall irrevocably void any warranty.
4.4 The terms implied by sections 13 to 15 of the Sale of Good Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4.5 These Conditions shall apply to any repaired or replacement Good supplied by the Supplier.
5. Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment of all such sums.
5.3 Until title to the Goods has passed to the Customer, the Customer shall not remove, deface or obscure any identifying mark or relating to the Goods;
shall maintain the Goods in satisfactory condition and shall notify the Supplier immediately if the Customer becomes subject to any of the events listed in clause 7.2.
5.4 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 7.2, then, without prejudice to any other right the Supplier may have, the Supplier may require the Customer to deliver up the Goods and if the Customer fails to do so, may enter any premises of the Customer or of any third party where the Goods is situated in order to recover it.
6. Price and payment
6.1 The price of the Goods, together with any VAT payments required to be made shall be the price set out in the Quote.
6.2 The price of the Goods is inclusive of the costs and charges of packaging and transport of the Goods.
6.4 Where the Quote relates to a Build Contract, the Supplier shall invoice the Customer for the Goods at the intervals set out in the Contract.
6.5 The Customer shall pay any invoice in full and in cleared funds within the payment terms set out in the Quote.
6.6 Time of payment is of the essence. If the Customer fails to make any payment due to the Supplier later than 14 following the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyd Bank’s base rate or the Supplier’s current commercial overdraft rate if higher, after as well as before judgement.
6.7 Such interest shall accrue on a daily basis from the due date until payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.
6.8 If the Customer fails to pay any amount due to the Supplier later than 28 days from the due date for any payment, the Supplier shall be entitled to require payment in full of the outstanding balance of the Contract Price.
6.9 The Customer shall pay all amounts due under the Contract in full without any set-off, or withholding (except for any deduction or withholding required by law).
6.10 The Supplier may at any time, without limiting any other rights, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
6.11All Deposits are non-refundable
7. Termination and suspension
7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or if the Supplier reasonably believes that the Customer is about to become subject to any of them, or, if the Customer fails to pay any amount due to the Supplier later than 28 days after the due date for any such payment, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
7.2 The relevant events: (the Customer being a company);
The Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or, is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or, commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or, a petition or order is made in connection with the winding up of the Customer; or, any other action is taken against the Customer that may have the same effect as those events listed above; (the Customer being an individual); is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986, or, the Customer dies or, by reason of illness or incapacity is incapable of managing his or her own affairs or becomes a patient under any mental health legislation, or, the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
7.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
7.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8. Limitation of liability
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable) fraud or fraudulent misrepresentation breach of the terms implied by section 12 of the Sale of Good Act 1979 defective products under the Consumer Protection Act 1987 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
8.2 Subject to clause 8.1, the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
8.3 The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £50,000.00.
12. Force majeure
12.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
12.2 A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
13. Delaying Event
13.1 If construction and/or supply of the Goods is delayed directly or indirectly as a result of any Force Major Event beyond the Supplier’s reasonable control, or by any failure by the builder to deliver the goods to the Supplier, (a Delaying Event) the Supplier may extend the Delivery Date by the period of time during which the Delaying Event operates. If such Delaying Event shall persist for more than 90 days either the Supplier or the Customer may terminate the Agreement.
13.2 The Supplier shall give the Customer written notice of any Delaying Event within 14 days of its commencement, stating the date on which the delay commenced, the cause of the event and its estimated duration; and within 14 days of its end, stating the date on which it ended and the total period of the extension sought.
13.3 If the Supplier’s or the builders’ premises, plant, machinery or equipment shall be so damaged by the operation of a Delaying Event for which the Supplier are not responsible so as to make it impracticable for the Supplier to complete the supply of the Good, the Supplier may elect within 21 days of the operation of the Delaying Event to cancel this Agreement by notice in writing to the Customer, whereupon the Customer shall be entitled by written election to either:
13.3.1 take over and complete the good without further liability on the Supplier whereupon the Customer shall pay to the Supplier all sums then due, whether by way of Stage Payments or otherwise; or 13.3.2 to require repayment of all instalments paid by the Customer to the Supplier and upon such repayment title in the Good and all materials and equipment appropriated to the Good shall return to the property of the Supplier.
Terms relating to Assignment, Notices, Third Party Rights, Variation and Governing Law and Jurisdiction Shall be the same for these Terms as Business as those expressed in the Contract between the Supplier and the Customer. Any advice or information provided by the Supplier to the Buyer with regard to the implications of planning law is provided as guidance only to the best of the Suppliers ability. The final responsibility for complying with relevant planning laws ultimately resides with the Buyer or land owner.