Terms of Trading
Business customers and
Some of these terms apply
to consumers only; some apply to business customers only. Those
terms are marked as such.
All other terms apply to
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.
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
The price quoted excludes
VAT (unless otherwise stated). VAT will be charged at the rate
applying at the time of delivery.
Our quotations lapse after
30 days (unless otherwise stated).
The price quoted excludes
delivery (unless otherwise stated).
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
customers: Rates of tax and duties on
the goods will be those applying at the time of
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).
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.
We shall charge a
reasonable rate for additional work or variations we may
undertake, where the additional work or variation
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
All delivery and start
and finish times quoted are estimates only.
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,
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
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).
We may deliver the goods
in instalments. Each instalment is treated as a separate
We may carry out the work
in stages. Each stage is treated as a separate
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
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.
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.
We may decline to deliver
if the premises (or the access to them) are unsuitable for our
Even if we have begun work
we may decline to continue working for any of the reasons in
clauses 4.1 or 4.2.
The goods are at your
risk from the time of delivery.
Delivery takes place
5.2.1 At our
premises (if you are collecting them or arranging carriage);
your premises (if we are arranging carriage or
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.
If we have to handle
any of your property or other goods when delivering or
carrying out work we will do so at your
If you do not have an
approved credit account with us, the following payment terms
will apply for contracts where we are supplying and
6.1.1 Orders under
the value of 100,000.00 excluding VAT - Full payment in advance
before work of any kind commences.
6.1.2 Orders over
100,000.00 excluding VAT:
50% of order value to be received before work of any kind
50% of order value by way of cleared funds upon delivery of
materials to site.
customers: If you have an approved
credit account, payment is due within 30 days of our invoice
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
a. Calculated (on a
daily basis) from the date of our invoice until
b. Compounded on the
first day of each calendar month; and
c. Before and after any
judgement (unless the court orders
If you have an
we may withdraw it or reduce your credit limit or bring forward
your due date for payment.
We may take any of those
actions in 6.4 at any time and without notice.
Customers: You do not have the right
to set off any money you may claim from us against anything you
may owe us.
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.
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).
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
We do not accept deductions from the quotation for Main
Contractors Discount unless previously agreed prior to
commencement of works.
Retention monies held
against our accounts will not be accepted.
Your statutory consumer
rights are unaffected.
customers: Until you pay all debts
you may owe us
7.2.1 All goods
supplied by us remain our property;
must store them so that they are clearly identifiable as our
must insure them (against the risks for which a prudent owner
would insure them) and hold the policy on trust for
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);
b. You become insolvent.
customers: You must inform us (in
writing) immediately if you become insolvent.
customers: If your right to use and
sell the goods ends you must allow us to remove the
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
your right to use and sell them has ended, to remove them,
using reasonable force if necessary.
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.
You are not our agent. You
have no authority to make any contract on our behalf or in our
8.1.1 The goods comply
with their description on our acknowledgement of order
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
: 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.
statutory consumer rights are unaffected.
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;
8.4.2 Allow us to
investigate (we may need access to your premises and the goods
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).
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
Our total liability to you
(from one single cause) for damage to property caused by our
negligence is limited to £1,750,000.
For all other liabilities
not referred to elsewhere in these terms our liability is
limited in damages to the price of the goods or
Nothing in these
terms restricts or limits our liability for death or
personal injury resulting from negligence.
If we prepare the goods in
accordance with your specifications or
9.1.1. You must ensure that
the specifications or instructions are
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
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 500.00
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
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
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.
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.
customers only: we also reserve the
right to make without notice any minor modifications in our
specifications, designs or materials as we think necessary
We will accept the
return of goods from you only:
prior arrangement (confirmed in writing);
payment of an agreed handling charge (unless the goods were
defective when delivered) and
the goods are as fit for sale on their return as they were on
bespoke manufactured items are
only: Clause 10.1 does not
affect your rights under the Consumer Rights (Distance
Clause 11 of these Terms shall apply to exports except where
inconsistent with any written agreement between
Where the goods are
supplied by us to you by way of export from the Our location,
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
The Incoterms are treated
as amended by these terms (read as a whole) to the extent that
they are inconsistent with them.
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.
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.
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
Payment of all amounts due
to us shall be made as stipulated by us unless otherwise agreed
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
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,
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
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.
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
13.2.2. You become
13.2.3. You fail to honour
your obligations under these terms.
Any waiver or variation of
these terms is binding in honour only unless:
14.1.1. made (or recorded) in
14.1.2. signed on behalf of
each party; and
14.1.3. expressly stating an
intention to vary these terms.
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.
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.
Examples of those
circumstances include act of God, accident, explosion, fire,
flood, transport delays, strikes and other industrial disputes
and difficulty in obtaining supplies.
Home Country law is applicable
to any contract made under these terms. The Home Country
courts have non-exclusive jurisdiction.
If you are more than one
person, each of you has joint and several obligations under
If any of these terms are
unenforceable as drafted:
16.3.1. It will not affect the
enforceability of any other of these terms;
16.3.2. If it would be
enforceable if amended, it will be treated as so
We may treat you as
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
Any application or proposal for any formal insolvency
Any application, procedure or proposal overseas with similar
effect or purpose.
: 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.
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.
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.
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
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
Nothing in these terms
affects or limits our liability for fraudulent
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").
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
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
You may tell us by including
this information in your notice under paragraph
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
1.4.3 The sum, which you
a. no greater than the sum
withheld by your customer;
no greater than 1% of our contract price of the delayed work
for each whole week of delay; and
no greater than 10% of our contract price of the delayed
Either of us may refer a dispute under this contract to
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
2.2.1. The adjudicator may
determine more than one dispute at the same
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
2.2.3. The adjudicator shall
give written reasons with any decision.
Time will be reckoned
in accordance with section 116(1) of the Act.
If you are also carrying
out construction work for us, these terms shall be of mutual