1.1 Buyer - Means the person who buys or agrees to buy the goods from the Seller.
1.2 Conditions - Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 Delivery Date - Means the date specified by the Seller when the goods are to be delivered but time shall not be deemed to be of the essence.
1.4 Installation Date - Means the date by which installation of the goods shall be started by the Seller but time shall not be of the essence.
1.5 Goods - Means the articles which the Buyer agrees to buy from the Seller.
1.6 Price - Means the price for goods excluding VAT.
1.7 Seller - Means the person whose name and address appears on the sale contract.
1.8 Site Survey - Means the visit following the completion of sale paperwork by a Project Manager.
2 Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply or insert under any purchase order confirmation or order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 A deposit paid by the Buyer to the Seller is not refundable. The Seller only may rescind the contract before or up to the point of survey if the installation contravenes Health and Safety Regulations at the sole discretion of the Seller.
2.5 Any variation to these Conditions (including any special terms and conditions between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 The Price and the Payment
3.1 The Price shall be the price set out in the written quotation. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Price and VAT shall be due (time for payment shall be of the essence) in the following manner.
3.2.1 Commissioning deposit of an agreed amount to continue design work and provide further Cad drawings, samples and technical support. This payment is deducted from the deposit once Contract terms are finalised.
3.2.2 As to 75% when the Goods are ordered.
3.2.3 As to the balance ten days prior to the Delivery Date
3.2.4 Payments by credit card are not currently accepted.
3.3 If the Buyer fails to make any payment on the due date then, without prejudice to the Seller's right to retain all deposits already paid, the Seller shall be entitled to:
3.3.1 Rescind the contract or suspend any deliveries to the Buyer.
3.3.2 Appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.
3.4 Interest on payments not made when due or on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 2% above Barclay's Bank Plc's Base Rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4 The Goods
4.1 The quantity and description of the Goods shall be set out in the Seller's written quotation/specification.
4.2 The Goods shall be manufactured and supplied in accordance with the description contained in the Seller's written quotation/specification and manufactured in accordance with all applicable British Standards which relate specifically to the Goods.
4.3 The Seller may from time to time make changes to the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
4.4 The Seller shall not permit any alteration or variation to the quotation/specification unless such alteration has been authorised in writing.
5 Warranties and Liabilities
5.1 Save as expressly set out below except where the Buyer is dealing as a consumer ( as defined in the Unfair Terms Act 1977 Section 12 ) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 Subject to the conditions set out below the Seller warrants that the Goods will correspond with the quotation/specification at the time of delivery and will be free from defects in material and workmanship. The above warranty is given by the Seller subject to the following conditions;
5.2.1 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
5.2.2 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit any such warranty or guarantee as is given by the manufacturer to the Seller.
5.2.3 If the Seller has at the request of the Buyer entered into a contract (" the Sub-contract") with any person firm or company specified by the Buyer in relation to the installation of the Goods the Seller hereby assigns to the Buyer all rights of action which the Seller may have in respect of the said Sub-contract and in consideration thereof the Buyer hereby agrees that the Buyer will not at any time thereafter bring or take any action or proceedings or make any claims whatsoever against the Seller in respect of any matter arising out of the Sub-contarct
5.2.4 The seller carries out a ‘dry fit’ during installation. On occasion the seller is asked to supply service drawings to indicate position and specification for plumbing, electrics and ducting. The specification and positions for all items must be checked by the client and or the builder or Contractor. No responsibility will be accepted by the seller from any issues arising from this service plan.
6 Delivery of Goods
6.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller shall not be liable for any loss or damage whenever due to failure by the Seller to deliver the Goods ( or any of them ) promptly or at all.
6.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller the Seller may:
6.3.1 Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.3.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer,
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
8 Title and Risk
8.1 Risk shall pass at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has rendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
9 Remedies of the Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect to the supply to the Buyer of such Goods or the failure by the Seller to supply Goods to conform to the Contract of Sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
10 Insolvency or Change in Circumstances of Buyer
10.1 This clause applies if:
10.1.1 The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order; or
10.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;
10.1.5 or in the case of a Buyer which is a Limited Company there is any change whatsoever in directorships or shareholdings in or control of the Buyer without the prior approval of the Seller;
10.1.6 or there is any change whatsoever in the ownership of the Buyer or the Buyer sells or otherwise disposes of any part of its business without the prior approval of the Seller; or
10.1.7 the Buyer does any act or thing calculated or liable to bring the name of the Seller into disrepute.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer.
11.1 If the Seller has been instructed to install the Goods, the cost of installation shall be set out in the Contract and shall be in accordance with the specification agreed at the date of the Contract.
11.2 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense or inconvenience suffered by the Buyer arising out of any delay in completing the installation for whatever reason by the Installation Date.
12 Proper Law of Contract
This contract is subject to the law of England and Wales.