TERMS & CONDITIONS OF SALE
version C01-001
1. Definitions and Interpretations
1.1 “Agreement” shall mean these agreed Terms and Conditions for the provision of Services.
1.2 “Arbitrator” shall mean the person or body appointed to settle a dispute between the Supplier and the Customer.
1.3 “Customer” shall mean the person or organisation that orders the Services from the Supplier.
1.4 “Order” shall mean the formal acceptance of the Proposal by the Customer.
1.5 “Products” shall mean all Products supplied by the Supplier in the course of this Agreement.
1.6 “Proposal” shall mean the written statement of the Services that the Supplier offers to the Customer.
1.7 “Services” shall mean all Services supplied by the Supplier in the course of this Agreement.
1.8 “Supplier” shall mean the party contracted to provide the Services under this Agreement.
1.9 “Terms and Conditions” shall mean this agreed written contract between the Supplier and the Customer.
1.10 “Works” shall mean the work carried out as part of this Agreement and the physical location of the work being carried out.
1.11. Unless the context otherwise admits words importing one gender shall include all other genders and words importing the
singular shall include the plural and vice versa.
1.12. Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
2. Introduction
No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing
by the Supplier or a person authorised to sign on the Supplier’s behalf.
3. Proposal
3.1 The Proposal given on or attached to these Terms and Conditions will only remain valid for a period of 30 days.
3.2 The Proposal must be accepted by the Customer in its entirety and without modification.
3.3 Acknowledgment and acceptance of this Proposal is made by the Customer placing an Order within the period specified in
paragraph 3.1 above, at which time the Customer will be bound by these Terms and Conditions. Such contract is hereinafter referred to in these Terms and Conditions as "an Order".
3.4 An Order is only accepted once the Supplier confirms acceptance to the Customer in writing.
3.5 The Supplier reserves the right to refuse any Order.
4. Products and Services Specification
4.1 The Products and Services provided by the Supplier to the Customer are those detailed in the submitted proposal.
4.2 If the Customer wishes to vary any of the Products and Services provided the written consent of the Supplier must be obtained.
The Supplier must be informed in writing within 7 days of acceptance of the Order of any changes, alterations, reductions or
cancellations.
4.3 The Supplier reserves the right to make additional charges for any agreed written variation to the proposal.
4.4 Any descriptions, promotional material, drawings or sketches provided by the Supplier or third parties are for illustrative
purposes only and to provide an outline of what will be provided, unless agreed in writing between the parties.
4.5 The Supplier will begin delivering the Products and Services at the time and date specified in the proposal. The Supplier
reserves the right to vary the time and date and shall inform the Customer of any variation.
4.6 The start date for delivery of the Products and Services is an estimate only and is not guaranteed by the Supplier. The start
date shall not be of the essence in this Agreement.
4.7 The Supplier shall not be liable for any costs; damages or losses caused either directly or indirectly by any delay in delivering
the Products and Services to the Customer.
5. Price
5.1 The price for the Products and Services provided is inclusive of Value Added Tax (VAT) and such other charges that may
apply.
5.2 If the rate of VAT increases between the date of the Order and the date of delivery and/or completion the Supplier will add the
necessary additional amount of value added tax to the price of the Products and Services.
5.3 If the price of the Products and Services increases for any other reason between the date of the Order and the date of
completion the Supplier will notify the Customer of this.
6. Title and Payment
6.1 Unless otherwise stated in the Order payment for the Products and Services comprised in each Order shall become due in
staged payments as follows: 50% deposit on Order acceptance, 25% on commencement of first fix and 25% on completion.
6.2 Furthermore the Supplier will claim all additional costs (including, but not limited to legal costs) incurred in obtaining payment
from the Customer where the Customer is late paying the Supplier.
6.3 Title to the Products comprised in the Order shall not pass to the Customer until the Customer has paid the full price.
Furthermore, the Supplier reserves the right to sue for the price once payment becomes due notwithstanding that title may not
have passed.
7. Delivery and Risk
7.1 Unless otherwise stated in the Order, the price quoted includes delivery to the address specified in the Order.
7.2 Whereas the Supplier will try to ensure compliance with any delivery times and dates given, such times and dates are an estimate only. The Supplier will not be responsible for any loss whatsoever arising from or consequential upon delay in delivery.
7.3 Risk in the goods shall pass to the Customer upon delivery.
8. Inspection
The Customer shall inspect all Products on delivery and notify the Supplier in writing within 7 days of any damage or defects.
9. Supplier Obligations
9.1 The Supplier will carry out all Works in accordance with the Proposal and subsequent Order.
9.2 The Supplier may where necessary sub-contract parts of the Works to suitably qualified sub-contractors. The Supplier will
inform the Customer in writing prior to appointing the sub-contractor. Such written notice to the Customer will provide full details
of the proposed sub-contractor.
9.3 The Supplier will comply with all relevant health and safety regulations, including (but not limited to) site safety and personal safety of employees, contractors and visitors.
9.4 The Supplier will at all times hold appropriate and valid insurance, including public liability insurance.
9.5 The Supplier shall ensure that all Works are carried out with reasonable care and skill and to a reasonable standard.
9.6 The Supplier shall ensure that where required all relevant codes of practice and building regulations are complied with.
9.7 The Supplier may at any time refuse or withdraw direct access to the Works where required for health and safety reasons.
9.8 If during the Works any issues are found that require additional time or materials and this causes an increase in costs the Supplier will send the Customer a further Proposal giving details of the extra costs and will only proceed with the Works once the Customer’s written acceptance has been received.
9.9 The Supplier shall ensure the safe and proper disposal of all waste materials generated by the Works.
10. Customer Obligations
10.1 The Customer will permit the Supplier access during normal working hours to undertake the Works, and outside working hours
where required.
10.2 The Customer will remove all items necessary to allow the Supplier to commence the Works and cover and protect all fixtures
and fittings, which cannot be removed.
10.3 The Customer will obtain all consents, licenses and permissions from landlords, local authorities and others, which are required
before the Works can commence and in a timely manner so as not to delay the Works.
10.4 The Customer will inform us, prior to the Works commencing, of any hazards or potential hazards known or suspected in or
around the premises where the Works are due to be carried out.
10.5 The Customer will ensure safe and secure storage of any materials and/or equipment left (with permission) at the premises
during the works and will be accountable for any loss or damage to such materials and/or equipment.
10.6 The Customer (unless included as part of the proposal) be responsible for any necessary improvements to and/or redecorating
of the premises following the completion of the works.
10.7 The Customer shall only access the immediate area of the Works with the Supplier’s express permission.
10.8 If the Customer does access the Works, they (and any third party under their control) shall observe all relevant health and
safety regulations and follow the advice and directions of the Supplier at all times.
10.9 The Customer shall ensure proper ventilation and where required heating or cooling.
10.10 The Customer shall ensure that the Works area is not used until the Works are completed.
11. Warranties and Guarantees
11.1 The Supplier warrants that the Works will be carried out using all reasonable skill and care.
11.2 The Supplier guarantees the Products and Services provided shall be free from all defects for a period of 12 months after
completion of the Works.
11.3 If the Products and Services provided by the Supplier are found to be defective the Supplier shall at their discretion re-perform, repair or reinstall the Products and Services.
11.4 Clause 11.3 does not apply:
11.4.1 If a Product becomes defective due to wilful damage, abnormal working conditions, failure to follow instructions, misuse, alteration or unauthorised repair, improper maintenance or negligence on the part of the Customer or a third party.
11.4.2 If a fault arises due to any subsequent mechanical, chemical, electrolytic or other damage not due to defect in the Product or
Services after the risk is passed to the Customer.
11.4.3 If a Product or Service fails to perform its intended function and a review indicates it is a deviation to the agreed specification.
12. Exclusions
12.1 The Supplier does not exclude liability for death or personal injury.
12.2 The Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.3 The Supplier shall not under any circumstances be liable for any indirect or consequential loss howsoever caused whether by
negligence, breach of contract, misrepresentation or otherwise.
12.4 The Supplier or the Supplier’s insurers shall not be liable or investigate any claim for loss unless the Customer provides written
notice within 14 days of its occurrence and gives the Supplier or the Supplier’s insurer every facility to investigate such
occurrence.
12.5 The Supplier shall not be liable to the Customer for damage caused by the Customer or any third party failing to follow
instructions given by the Supplier.
13. Indemnities
13.1 The Supplier undertakes to indemnify and hold the Customer harmless against all claims, proceedings, costs, expenses,
damages and fines arising from the Supplier’s negligent performance, breach or failure to perform its obligations under these Terms and Conditions.
13.2 The Customer will indemnify the Supplier against all claims, costs, damages or fines the Supplier may incur arising from the Customer’s breach of its obligations under these Terms and Conditions.
14. Complaints
The Supplier aims to provide a high level of service. If the Customer has an enquiry or complaint regarding the Products and
Services provided by the Supplier, the relevant parties within the Supplier should be contacted immediately.
15. Arbitration
15.1 Where the parties to this Agreement are in dispute for a period of more than 30 days and cannot resolve the dispute either party may refer the dispute to arbitration as detailed below.
15.2 The parties to this Agreement agree that a relevant trade body, shall act as Arbitrator in the event of an unresolved dispute being referred to them.
15.3 The party referring the dispute to the Arbitrator shall inform the other party in writing at the same time as referring the dispute.
15.4 Both parties will continue to operate and honour the terms of this Agreement while the arbitration process is ongoing.
15.5 The decision of the Arbitrator is final and binding on the parties unless the decision is overruled in further arbitration or in a court of law.
15.6 The Arbitrator will also decide on the arbitration costs to be borne by the parties.
16. Cancellation
16.1 The Customer may cancel the Order by giving the Supplier written notice of cancellation within 7 days of the Order having been made.
16.2 The Supplier reserves the right to retain monies to cover costs already incurred in respect of the Order for Services already
provided and materials purchased which cannot be returned.
16.3 Any balance owed to the Customer will be refunded within 30 days without any further retention.
16.4 If the Customer does not notify the Supplier within the time period stated in paragraph 16.1 above any monies paid by the Customer will be retained in full by the Supplier.
17. Termination
17.1 Either party may terminate this Agreement immediately in the event that:
17.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
17.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
17.2 Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of
amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) The Customer fails to make payment in accordance with the terms of this Agreement.
17.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are
by their construction intended to survive such termination.
18. Notices
18.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party's
signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or facsimile transmission to the receiving
party.
18.2 Any such notice shall be deemed to be effectively served as follows:
18.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
18.2.2 In the case of service by email, or facsimile transmission on the next working day.
19. Force Majeure
Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of at least Sixty (60) days the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.
20. Waiver
Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of
those rights unless the waiving party acknowledges the waiver in writing.
21. Assignment
Neither party may assign their rights under this Agreement without the prior consent in writing of the other party.
22. Severance
The paragraphs, sub paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub paragraphs and clauses.
23. Entire Agreement
This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written
or oral agreement between the parties.
24. Jurisdiction
These terms and conditions shall be construed in accordance with the laws of England or Scotland and shall be subject to the exclusive jurisdiction of the English or Scottish courts.