THE JOINERY MILL LTD
TERMS AND CONDITIONS OF SALE OF GOODS AND SUPPLY OF SERVICES
a) In these Terms:
“The Company” signifies The Joinery Mill Ltd
“The Seller” signifies the Company
“The Buyer” signifies the person or persons who accept the Seller’s written quotation for the sale of the Goods and supply of Services, or whose written order for the Goods and Services is accepted by the Seller
“Goods” signifies the goods which the Seller is to supply in accordance with these Terms
“Services” signifies the services to be provided by the Seller to install the Goods in accordance with these Terms
“Consents” signifies all permissions and consents, including where necessary, any planning permissions from Landlords, Local Authorities and others
“Contract” signifies the contract for the sale and purchase of the Goods and Services
“Preparatory Work” signifies the removal of all items necessary to allow the Seller to perform the Services, including the covering and protection of all fixtures and fittings which cannot be removed
“Terms” signifies the standard terms and conditions of sale and supply set out in this document (unless the context otherwise requires), including any special terms agreed in writing between the Buyer and the Seller
b) A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
c) The headings in these Terms are for convenience only and shall not affect their interpretation.
- 2. BASICS OF THE SALE
a) The Seller shall sell and supply and the Buyer shall purchase, the Goods and Services in accordance with the Seller’s written quotation (once accepted), or the Buyers written order (once accepted). Subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted, or any such order is made, by the Buyer.
b) No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
c) The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by the Seller or on behalf of the Seller, which is not set out in this Contract. Nothing in these Terms shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
d) No terms or conditions endorsed or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
e) Each order or acceptance of a quotation for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods and Services subject to these Terms.
f) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
g) All quotations made by the Seller are subject to these Terms.
h) Any samples, drawings and illustrations, descriptions, specifications and advertising submitted by or on behalf of the Seller are intended solely to indicate the general and approximate character of the Goods. The Buyer shall have no claim if that supplied fails to correspond and this is not a sale by sample.
- 3. ORDERS AND SPECIFICATIONS
a) No order submitted by the Buyer shall be deemed to be accepted by the Seller until confirmed in writing by the Seller’s authorised representative. Each acceptance shall constitute an individual legally binding contract.
b) It is the Buyer’s responsibility to ensure the accuracy of the terms of any order submitted by them, including any applicable specification. The Buyer shall be responsible for providing the Seller with any necessary information relating to the Goods and Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
c) The quantity, quality and description of the Goods and Services, including any specification for them shall be as set out in the Seller’s quotation or the Buyer’s order, if accepted by the other party.
d) Where any Goods are to be manufactured or any process is to be applied by the Seller in accordance with the Buyer’s specification, the Buyer shall indemnify the Seller against all loss, damages costs and expenses incurred by or awarded against the Seller in connection with any claim for infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
e) The Seller reserves the right to make any changes in the specification of the Goods which do not materially affect their quality or performance, where required to conform with any applicable statutory or EU requirements or where the Goods are to be supplied to the Seller’s specification.
f) Any order accepted by the Seller may not be cancelled by the Buyer without the written agreement of the Seller and on terms that the Buyer shall compensate the Seller in full for any loss, costs, damages, charges and expenses incurred as a result of cancellation.
- 4. PRICE OF GOODS
a) The price of Goods and Services will be that of the Seller’s quoted price. Where no quote has been given or a quote is no longer valid, the price will be determined in relation to the time and materials used in carrying out the work. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time the Seller may alter them without giving notice to the Buyer.
b) The Seller reserves the right to increase the price of the Goods and Services at any time before delivery or performance, by giving written notice to the Buyer. Such a price increase would be in relation to any increase in cost to the Seller which is due to any factor beyond the control of the Seller (such as, but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities, alterations in design or specification which is required by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
c) All prices given by the Seller are on a supply only basis unless otherwise stated. Where the Seller agrees to deliver the Goods, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
d) The Buyer shall be additionally liable to pay any applicable value added tax to the Seller and all payments shall be in sterling.
- 5. TERMS OF PAYMENT
a) Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods and Services on or at any time after delivery and performance of any Services has taken place. If the Buyer wrongfully fails to take delivery of the Goods or fails to allow performance of the Services, the Seller shall be entitled to invoice the Buyer for the price at any time after notification that the Goods are ready.
b) If agreed in the Contract by both the Seller and the Buyer, the Buyer shall pay for the Goods and Services by instalments on the dates specified in the Contract.
c) The Buyer shall pay the price of the Goods and Services in full (unless instalments are agreed in the contract) within 30 days of the date of the Sellers invoice.
d) If the Buyer fails to make payment on or by the due date, the Seller may, without limiting any other right or remedy available to the Seller:
- cancel the Contract or suspend any further deliveries to the Buyer
- charge the Buyer interest on the amount unpaid. The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
e) The Buyer shall not be entitled to withhold payment of any amount payable to the Seller because of any disputed claim of the Buyer in respect of the Goods and Services, delivery or any alleged breach of contract.
f) Where there are any delivery, carriage or packing charges included and/or stated separately that are payable by the Buyer, then on default in payment they shall remain due and payable as if they formed part of the price.
g) Where a payment which is on account is recieved by the Seller, or otherwise is not allocated to a particular invoice, the Seller shall be entitled to allocate such payment as it sees fit. Until allocated the payment shall not be treated in respect of all or part of any particular invoice.
- 6. DELIVERY AND PERFORMANCE
a) Delivery of the Goods shall be at any time after the Seller has notified the Buyer that the goods are ready for collection. If delivery has been requested by the Buyer, the Seller shall deliver the Goods at the agreed time.
b) The Buyer agrees to allow the Seller to carry out any prior inspection of the premises at which the Services are to be performed.
c) Any Services to be provided by the Seller will be performed at premises specified in the Contract.
d) The Buyer shall allow the Seller access to the premises for the performance of the Services during normal working hours.
e) Any Preparatory Work necessary to enable the Services to be performed shall be carried out by the Buyer prior to the Services being started. The Seller will not be liable for any accidental damage caused to unprotected possessions.
f) Any necessary Concents must be obtained by the Buyer prior to the commencement of the Services. The cost of obtaining necessary Concents shall be the sole responsibility of the Buyer.
g) Any dates quoted for delivery of the Goods and performance of Services are approximate only. The Seller shall not be liable for any direct, indirect or consequential loss (including, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expences caused in any way by a delay in delivery of the Goods and performance of Services however caused. Any such delay shall not entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days. The Goods may be delivered and Services performed in advance of any quoted dates on providing the Buyer reasonable notice.
h) If failure to deliver Goods or perform any Services occurs for any reason, other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is liable to the Buyer in accordance with these Terms, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar Goods and Services to replace those not delivered or performed. Such liability may be satisfied by a credit note.
i) Failure, by the Buyer, to take delivery of the Goods or to provide adequate delivery instructions to the Seller at the stated delivery time, or failure to co-operate with the Seller in arranging and performing any Services, may result in the following:
- an additional storage charge to the Buyer until actual delivery of the Goods
- the Goods being sold at the best price obtainable and the Buyer being charged for any shortfall below the contracted price.
- 7. RISK AND PROPERTY
a) Once the Buyer has been notified that the Goods are ready for collection, or at the time of delivery to the Buyer, where previously arranged with the Seller, risk of any damage to or loss of the Goods shall pass to the Buyer.
b) Notwithstanding delivery and the passing of risk, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until payment has been recieved in full by the Seller.
c) The Buyer shall hold the Goods as the Seller’s fiduciary agent and maintain them in satisfactory condition, until such time as the property in the Goods passes to the Buyer.
d) If the Buyer’s right to possession of the Goods is or has, at any time, terminated, the Buyer grants the Seller, its agents and employees an irrevocable licence to enter any premises to recover them.
- 8. WARRANTIES AND LIABILITY
a) Subject to the following provisions the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from delivery.
b) The above warranty is given by the Seller subject to the following conditions:
- the Seller shall hold no liability in respect of any defect in the Goods araising from any drawing, design or specification supplied by the Buyer,
- the Seller shall hold no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Goods, or failure to follow the Seller’s instructions,
- the Seller shall hold no liability in respect of any natural movement, distortion, warping, swelling, splitting or discolouration of timber, timber that does not match in colour, or timber affected by woodworm,
- the Seller shall hold no liability under the above warranty if reasonable care and maintenance is not carried out on the Goods by the Buyer,
- the Seller shall hold no liability under the above warranty if the price of the Goods has not been paid in full by the due date for payment,
- the above warranty does not extend to parts, materials or equipment that are not manufactured by the Seller and the Buyer shall only benefit from any such warranty or guarantee as is provided by the manufacturer to the Seller,
- the Seller shall hold no liability under the above warranty for any items exposed to weathering which have been supplied without primer or a basecoat. The period of warranty shall be reduced to 4 weeks for any items that have been supplied with primer or a basecoat, but are subsequently exposed to weathering.
c) Subject as directly stated in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Goods and Services are sold and supplied under a consumer transaction, the statutory rights of the Buyer are not affected by these Terms.
d) Any claim made by the Buyer which is based on any defect in the quality or condition of the Goods, or their failure to correspond with specification, shall be notified in writing to the Seller within seven days of the date of delivery or within a reasonable time after the discovery of the defect or failure. If delivery is not refused by the Buyer and the Seller is not notified accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall hold no liability for any such defect or failure and in accordance with the Contract, the Buyer shall be bound to pay the price in full.
e) Where a valid claim is notified to the Seller in accordance with these Terms, the Seller shall be afforded a reasonable opportunity of inspection before use and/or the Seller may choose to repair or replace the Goods, or part in question, free of charge, or at the Seller’s discretion, refund the Buyer.
f) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay or failure to perform any obligations in relation to the Goods and Services, if such delay or failure is due to any cause beyond the Seller’s reasonable control. Without limit, the following shall be deemed as causes beyond the Seller’s reasonable control:
- Act of God, explosion, flood, storm, fire or accident,
- war or threat of war, sabotage, insurrection, civil disturbance or requisition,
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority,
- import or export regulations or embargoes,
- strikes, lock-outs or other industrial actions or trade disputes,
- difficulties in obtaining raw materials, labour, fuel, parts or machinery,
- power failure or breakdown of machinery.
In any such circumstances, the Seller may cancel the Contract without liability.
- 9. INDEMNITY
a) If a claim is made against the Buyer that the Goods, their use or resale infringe the patent, copyright, design, trade mark, other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against any loss, damages, costs and expenses incurred in conection with the claim, provided that:
- the claim does not arise from the use of any drawing, design or specifications supplied by the Buyer,
- the Seller is given full control of any proceedings or negotiations in connection with the claim,
- the Buyer provides the Seller with all reasonable assistance for the purpose of any proceedings or negotiations,
- except in accordance with any final award, the Buyer shall not pay or accept the claim, or compromise any such proceedings without the consent of the Seller,
- the Buyer will do nothing which would or might destroy or impair any insurance cover or policy which the Buyer may have in relation to such infringement, and this indemnity will not apply to the extent that the Buyer recovers any sums under any such cover or policy,
- the Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for, any damages and costs awarded in favour of the Buyer which are payable by any other party in respect of such a claim,
- without limiting the duty of the Buyer in accordance with common law, the Seller may require the Buyer to take such steps as the Seller reasonably requires to reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
- 10. TERMINATION
a) Clause 10 applies if:
- the Buyer makes a voluntary arrangement with its creditors or becomes bankrupt, or if a company, becomes subject to an administration order or goes into liquidation, unless for the purpose of amalgamation or reconstruction;
- an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer;
- the Buyer ceases, or threatens to cease, to carry on business;
- 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;
- the Buyer commits any breach of any of the Terms of the Contract and any such breach has not been remedied within seven days.
b) If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller has the right to cancel the Contract or suspend any further deliveries under the Contract without any liabilty to the Buyer. If the Goods have been delivered but not yet paid for, the full amount shall become immediately due and payable notwithstanding any previous agreement or arrangement and the authority to resell the Goods shall automatically cease. If not paid for in full, the Seller may at any time repossess the Goods.
- 11. GENERAL
a) Any notice required or permitted to be given by the Buyer or the Seller to the other party under these Terms shall be given in writing and addressed to the registered office, principal place of business or other address relevant to that party at the time. In the case of posting, the notice shall be deemed as given on the second working day after being posted by first class post.
b) The Seller may assign the Contract in full or in part, to any person or company. The Buyer shall not be entitled to assign the Contract or any part of it.
c) If any provision of the Contract is held to be invalid or unenforceable in whole or in part by a court or other competent authority, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
d) Unless expressly provided herein, none of the provisions of this Agreement are intended to or will operate or confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999) on a person who is not named as a party to these Terms.
e) The Contract shall be governed by the laws of England, for which the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.