- These terms and conditions apply between the Company and you upon your acceptance of the Company’s quotation and are binding thereupon (subject to the exception in paragraph 7). If a quotation is not supplied then you are taken to have agreed these terms and conditions in any event upon instructing the company to carry out work on your behalf.
- It shall be your sole responsibility to obtain the necessary consents of any person company body or authority who may have an interest in the premises where the goods are to be installed or who control or have regulatory power in respect thereof. In the event of your failure to do so you will be liable to pay to the Company any loss arising from breach of your responsibility and to indemnify the Company against all claims and demands by third parties and liabilities in respect thereof.
- While the Company intends so far as possible to carry out its obligations under the contract pursuant to these terms and conditions through its own servants or agents it reserves the right to employ sub contractors where necessary to do so.
- The Company will make up the goods in accordance with such specification as is agreed with you. In the event that no written specification is agreed the company’s notes of your instructions will be conclusive as to what the Company is required to carry out.
- The Company reserves the right to make such necessary changes to the specification or notes as are necessary to ensure best manufacturing practice and good functionality.
There is no right to cancel. If for any reason the contract cannot be completed (save in the event of default by the Company) and in particular if either party becomes insolvent, before the goods are delivered, the Company shall be entitled to the quoted price of any of the goods completed in accordance with the order, (whether invoiced or not) and to fair compensation for work in progress or in respect of which materials have been ordered, and for loss of profit on uncompleted parts of the order. Your statutory rights are preserved.
If a delivery time is stated by the Company at any time delivery time is not of the essence or guaranteed. If the delivery time is not met, you have no right to cancel the order, to refuse payment, or to compensation for late delivery. The Company is entitled to the price when the goods (all or part of an order) are ready for delivery. If you put off or refuse delivery, the Company is entitled to the price, and to charge for storage or redelivery. The Company are entitled, but not obliged, to dispose of the goods after one month from offering delivery. In that event you remain liable for the price, less any net recovery on disposal. Any damages must be signed for as damaged and notified to the Company within 3 days of receipt of the goods. Signing as 'not checked' will not suffice if the goods are damaged. Failure to notify the Company within this time period will mean the Company will not be liable for the damage.
5. Distance Selling
The company complies with Distance Selling regulations. If you wish to cancel and return a stock item you can do so within 7 days as per the distance selling regulations. Items must be returned at your own cost for a full refund.
- The goods supplied under the contract between you and the Company are delivered to you when made available to you, any agent on your behalf or any carrier appointed by you.
- Risk in the goods passes to you upon delivery.
- The Company shall not be liable in any way for any loss or expense arising from your failure to take delivery.
- The Company may require a deposit from you before proceeding with work under their contract with you.
- The Company shall be entitled to invoice you when the goods (including part of an order where appropriate) are available for delivery. The invoice is payable at the end of the month following the date of the invoice.
- Interest at 8% per annum over Bank of England base lending rate shall be payable by you on overdue invoices. The provisions of the Late Payment of Commercial Debts (Interest) Act 1998 shall apply.
- In addition to any quoted price the Company shall be entitled to charge you for extra works arising from your requirements at the Company’s hourly rates and to charge you the costs of any extra materials involved in the extra work plus the Company’s normal mark up thereon.
8. Confidentiality & Intellectual Property
The intellectual property in the specifications belongs to the Company unless and until you make payment to the Company of the full price due. In the event that you do not place an Order the Company reserves the right to charge you their reasonable costs for the design work in relation to the specification. The Company will not make use of the specifications other than to carry out the contract. You will indemnify the Company against any claim by a third party that the specification breaches that person’s intellectual property rights. Any other intellectual property rights generated by the Company in carrying out the contract belong to the Company. Both the Company and you will keep confidential all aspects of the contract made pursuant to these terms and conditions save for exercise of the said intellectual property rights.
Title to the goods does not pass to you until you have paid the price of those goods. This will be so even if the goods have been passed to a third party or incorporated into an assembly. If the price has not been paid (whether the invoice is overdue or not) you will hold them in safe storage as bailee for the Company who may come into your premises and remove goods not paid for, including removing them from an assembly provided that no significant damage is done to any other part of the assembly. The Company will not do this unless the Company considers that the goods will not be paid for when the invoice falls due. In the event that you dispose of the goods without payment of the price due to the Company you will hold the proceeds on trust for the Company in a separate designated Bank Account.
The Company warrants that the goods are made to a satisfactory standard in accordance with the specification. If they are not, the Company will remake them or refund the price. No liability is accepted for any economic or consequential loss, direct or indirect, which may be claimed to result from any defects. Save in respect of liability for death or personal injury caused by defects in manufacture the Company’s liability for any cause shall not exceed the price of the goods.
11. Dispute Resolution
Any question as to whether or not the goods have been made to a satisfactory standard in accordance with the specification shall be referred for expert determination to an expert to be agreed or appointed by the Chartered Institute of Mechanical Engineers whose fee shall be shared equally between you and the Company. All other disputes (save for an action on an unpaid invoice) where the amount claimed exceeds £5,000 shall be referred to an Arbitrator to be agreed or appointed by the Chartered Institute of Arbitrators and shall be reference within the meaning of the Arbitration Act 1996.
This contract shall be governed by English Law and the English Courts shall have exclusive jurisdiction. This contract is not intended to confer rights on third parties.