TERMS OF TRADING
1. Business customers and consumers
1.1 Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.
1.2 All other terms apply to all customers.
1.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
1.4 If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer, which are not affected by these terms.
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Business customers: Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5 Business customers: Rates of tax and duties on the goods will be those applying at the time of delivery.
2.6 Business customers: At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods or performing the work (or any variation to the work).
2.7 We are under no obligation to carry out any additional work (work not foreseen at the start of the contract) or variations to the work unless the price and details are agreed in writing.
2.8 We shall charge a reasonable rate for additional work or variations we may undertake, where the additional work or variation is
2.8.1 Necessary (in our opinion), or
2.8.2 Carried out at your written request.
However, the rate (including the price of goods) may be higher than that used in our quote.
3.1 All delivery and start and finish times quoted are estimates only.
3.2 If we fail to deliver the goods or start the work within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 You may not cancel if we receive your notice after the goods have been dispatched or after we have begun the work; and
3.2.2 If you cancel the contract, you can have no further claim against us under that contract.
3.3 If you accept delivery of the goods or our starting the work after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 We may carry out the work in stages. Each stage is treated as a separate contract.
3.6 We may require you to carry out preparatory work before delivery. You must also ensure that people and property are protected in order to comply with any relevant safety regulations. All these things must be done at your expense and within a reasonable time.
3.7 Delivery is to the tail of the vehicle only, unless otherwise stated. Delivery is during normal working hours, Monday to Friday. The buyer shall provide adequate unloading facilities at the place of delivery and where the goods cannot reasonably be unloaded by the sellers delivery man, shall at its own risk and expense, provide adequate labour for off-loading.
4. Delivery and Safety
4.1 We may decline to deliver or carry out the work if we believe that it would be unsafe, unlawful or unreasonably difficult to do so, or if you have not complied with clause 3.6.
4.2 We may decline to deliver if the premises (or the access to them) are unsuitable for our vehicle.
4.3 Even if we have begun work we may decline to continue working for any of the reasons in clauses 4.1 or 4.2.
5. Delivery and Risk
5.1 The goods are at your risk from the time of delivery.
5.2 Delivery takes place either:
5.2.1 At our premises (if you are collecting them or arranging carriage); or
5.2.2 at your premises (if we are arranging carriage or installation).
5.3 All goods must be inspected on delivery. If any goods are damaged (or not delivered), you must inform our driver, mark any damage or shortage on the delivery note and return the damaged goods on the delivery vehicle.
5.4 If we have to handle any of your property or other goods when delivering or carrying out work we will do so at your risk.
6. Payment terms
6.1 If you do not have an approved credit account with us, the following payment terms will apply for contracts where we are supplying/supplying and fixing:
6.1.1 Orders under the value of £1000.00 excluding VAT - Full payment in advance before work of any kind commences.
6.1.2 Orders over £1000.00 excluding VAT:
50% of order value to be received before work of any kind commences.
50% of order value by way of cleared funds upon delivery of materials to site.
6.2 Business customers: If you have an approved credit account, payment is due within 30 days of our invoice date.
6.3 If you fail to pay us in full on the due date:
6.3.1 We may suspend or cancel future deliveries or outstanding work;
6.3.2 We may cancel any discount offered to you;
6.3.3 You must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998:
a. Calculated (on a daily basis) from the date of our invoice until payment;
b. Compounded on the first day of each calendar month; and
c. Before and after any judgement (unless the court orders otherwise).
6.4 If you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
6.5 We may take any of those actions in 6.4 at any time and without notice.
6.6 Business Customers: You do not have the right to set off any money you may claim from us against anything you may owe us.
6.7 Consumers: You may only set off money you claim from us against money you owe us with our written agreement and on such terms as we may state.
6.8 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
6.9 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6.10 We do not accept deductions from the quotation for Main Contractors Discount unless previously agreed prior to commencement of works.
6.11 Retention monies held against our accounts will not be accepted.
7.1 Consumers: Your statutory consumer rights are unaffected.
7.2 Business customers: Until you pay all debts you may owe us
7.2.1 All goods supplied by us remain our property;
7.2.2 You must store them so that they are clearly identifiable as our property;
7.2.3 You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
7.2.4 You may use those goods and sell them in the ordinary course of your business, but not if:
a. We revoke that right (by informing you in writing); or
b. You become insolvent.
7.3 Business customers: You must inform us (in writing) immediately if you become insolvent.
7.4 Business customers: If your right to use and sell the goods ends you must allow us to remove the goods.
7.5 Business customers: We have your permission to enter any premises where the goods may be stored:
7.5.1 At any time, to inspect them; and
7.5.2 After your right to use and sell them has ended, to remove them, using reasonable force if necessary.
7.6 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
7.7 You are not our agent. You have no authority to make any contract on our behalf or in our name.
8.1 We warrant that:
8.1.1 The goods comply with their description on our acknowledgement of order form;
8.1.2 The goods are free from material defect at the time of delivery (as long as you comply with clause 5.3); and
8.1.3 That any work or installation will be carried out with reasonable care and skill.
8.2 Business customers: We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
8.3 Consumers: Your statutory consumer rights are unaffected.
8.4 If you believe that we have delivered goods or performed services, which are defective in material or workmanship, you must:
8.4.1 Inform us (in writing), with full details, as soon as possible; and
8.4.2 Allow us to investigate (we may need access to your premises and the goods or work).
8.5 If, following our investigations, the goods are found to be defective in material or workmanship and you have complied with those conditions (in clause 8.4) in full, we will (at our option) replace the goods, repair defective goods or work or refund the price (or a proportion of the price).
8.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £1,750,000.
8.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods or work.
8.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
9.1 If we prepare the goods in accordance with your specifications or instructions:
9.1.1. You must ensure that the specifications or instructions are accurate;
9.1.2. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
9.1.3. You warrant that the specifications or designs will not result in the infringement of any rights belonging to a third party and that you will indemnify us in respect of all loss, damage, costs or expenses (including legal fees) which we may incur in connection with any such claim or threatened claim by a third party.
9.2 All prices are given are based on definitive design and specification to be provided to us. Albeit we have allowed for construction/fabrication issue drawings, no allowance has been made in our cost for developing the design into a working solution. If design development is required of us, this will be a negotiated figure based on our estimated time required and chargeable at the rate of £50.00 per hour.
9.2.1. If we produce drawings you must return them within a reasonable time, indicating your approval or any amendments;
9.2.2. We may charge you for making amendments if it is over and above that originally requested or allowed for.
9.2.3. We may revise our quote to account for additional costs as a result of your amendments, where they constitute an addition to or variation of your original specifications (clauses 2.7 and 2.8 apply);
9.2.4. We are not liable for any errors which you approve; and
9.2.5. We retain copyright in our designs or drawings (unless otherwise agreed).
9.3 We reserve the right to make any changes in the specifications of our goods, which are necessary to ensure they conform to any applicable safety or other statutory requirements.
9.4 Templates - All templates supplied to us are deemed to be actual size. We will accept no liability for any alterations + or - from the size. The 'face' side (if applicable) should be clearly marked. Any notes or comments regarding the supply of templates should be confirmed in writing.
9.4.1 Our price for templating allows for two visits only, if further calls are required these are charged extra.
9.4.2 We will not template until:- final floor height has been established, all relevant walls have been plastered and all relevant base units fixed in place.
9.5 Business customers only: we also reserve the right to make without notice any minor modifications in our specifications, designs or materials as we think necessary or desirable.
10. Return of Goods
10.1 We will accept the return of goods from you only:
10.1.1 by prior arrangement (confirmed in writing);
10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and
10.1.3 Where the goods are as fit for sale on their return as they were on delivery.
10.1.4 All bespoke manufactured items are non-returnable
10.2 Consumers only: Clause 10.1 does not affect your rights under the Consumer Rights (Distance Selling) Regulations 2000.
11. Export Terms
11.1 Clause 11 of these Terms shall apply to exports except where inconsistent with any written agreement between us.
11.2 Where the goods are supplied by us to you by way of export from the United Kingdom, the 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made shall apply and the goods shall be supplied ex-works unless otherwise agreed.
11.3 The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.
11.4 You are responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties due.
11.5 The goods shall be delivered as agreed between us but we shall be under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
11.6 You have the right at your expense and by arrangement with us to inspect the goods at our premises or at the point of shipment before shipment except where otherwise agreed. If you do not exercise that right then the fact the goods passed our quality inspection will be conclusive proof that they were of the warranted quality. We are not liable for any defect in the goods that would be apparent on your inspection unless a claim is made before shipment. We are not liable for any damage during transit.
11.7 Payment of all amounts due to us shall be made as stipulated by us unless otherwise agreed in writing.
11.8 We shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
12. Installation Work
12.1 Unless otherwise expressly stated, no access equipment or plant will have been allowed for within our costs to facilitate our installation on site. This includes mobile towers, scaffold, cranes etc.
12.1.1 On completion of our works a general 'builders' clean will be made of our installation and offered for acceptance. Any further cleaning required after this will be chargeable. Where others carry out cleaning, stringent procedures are to be used. Please contact us for information regarding this. Any claims for damage to be made prior to cleaning.
12.1.2 There could be slight possibility of damage to adjacent walls / units during installation every effort shall be made to keep this to minimum, but should this occur, we cannot be held responsible for any making good / redecoration of walls.
13.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order. If the contract is for work you must pay us for the work we have completed and for all additional costs we have incurred (or to which we are committed) for the performance of the work.
13.2 We may suspend or cancel the order, by written notice if:
13.2.1. You fail to pay us any money when due (under the order or otherwise);
13.2.2. You become insolvent;
13.2.3. You fail to honour your obligations under these terms.
14. Waiver and variations
14.1 Any waiver or variation of these terms is binding in honour only unless:
14.1.1. made (or recorded) in writing;
14.1.2. signed on behalf of each party; and
14.1.3. expressly stating an intention to vary these terms.
14.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
15. Force majeure
15.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
15.2 Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
16.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
16.2 If you are more than one person, each of you has joint and several obligations under these terms
16.3 If any of these terms are unenforceable as drafted:
16.3.1. It will not affect the enforceability of any other of these terms; and
16.3.2. If it would be enforceable if amended, it will be treated as so amended.
16.4 We may treat you as insolvent if:
16.4.1. You are unable to pay your debts as they fall due; or
16.4.2. You (or any item of your property) becomes the subject of:
a. Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. Any application or proposal for any formal insolvency procedure; or
c. Any application, procedure or proposal overseas with similar effect or purpose.
16.5 Business customers: All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.6 Business customers only: Any notice by either of us, which is to be served under these terms, may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business. All such notices must be signed.
16.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
16.8 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorized representative and either:
16.8.1. Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
16.8.2. Which expressly state that you may rely on them when entering into the contract.
16.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
1.1 For the purposes of section 110(1) of the Act the final date for payment of a sum due under the contract is seven days after the sum became due ("the Due Date").
1.2 Within five days of the Due Date you must tell us how much of the due sum you have paid or propose to pay, stating the basis on which that amount is calculated. (Clause 6.6 of our terms applies to set-off).
1.3 If you wish to withhold payment of any sum (or part of any sum) after the final date you must tell us:
1.3.1. Within 2 days of the Due Date; and
1.3.2. Detail the amount(s) you propose to withhold and the reason (in each case) for withholding payment.
You may tell us by including this information in your notice under paragraph 1.2.
1.4 You may only withhold payment of a sum for delay if:
1.4.1 In accordance with any contract between you and your customer, your customer has deducted a sum because your performance of your obligations to your customer were delayed; and
1.4.2 Our delay in performing our obligations to you caused the delay in 1.4.1;
1.4.3 The sum, which you withhold, is:
a. no greater than the sum withheld by your customer;
b. no greater than 1% of our contract price of the delayed work for each whole week of delay; and
c. no greater than 10% of our contract price of the delayed work.
2.1 Either of us may refer a dispute under this contract to adjudication.
2.2 The model adjudication procedure (2nd edition, even if a subsequent edition is issued) of the Construction Industry Council ("the CIC Rules") will apply to any such adjudication, subject to the following:
2.2.1. The adjudicator may determine more than one dispute at the same time;
2.2.2. The adjudicator may at the same time (if required by the respondent to any reference) determine any issue of set-off, abatement or counterclaim;
2.2.3. The adjudicator shall give written reasons with any decision.
3.Reckoning of time
3.1 Time will be reckoned in accordance with section 116(1) of the Act.
4.1 If you are also carrying out construction work for us, these terms shall be of mutual application.