In these Conditions, except where the context otherwise requires, the following expressions have the following meanings –
- The Company means G Sutton builders.
- The Customer means the Person, Firm or Company buying goods or consultancy services from the Company.
- The Goods means the goods to be supplied or manufactured by the Company or where specified the service supplied by the Company pursuant to the Contract / Order.
2) Terms and Conditions
The Company will only contract to sell goods, and or consultancy services, to a customer subject to these Conditions of Sale. Any order placed by a Customer shall be subject to these Conditions. No addition to or variation or exclusion of the Company’s Conditions shall have effect and no representation or warranty shall bind the Company unless such representation, warranty, statement or variation shall be made in writing and signed by the Company.
An order submitted by the Customer shall be deemed to be accepted by the Company upon verbal or written agreement, made prior to the order being placed by the Company.
The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Customer.
The Company reserves the right to make any changes in the specification of the Goods / Services which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
The prices of the Goods shall be the Estimated Prices or Order; provided verbally or written via a ‘Terms of Reference’ available on request or at the Company’s discretion, together with any delivery, insurance or other charge stated thereon. The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods/ Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company.
Estimates are provided by the Company for guidance only and as an invitation to treat. The contract between the parties shall be completed upon mutual agreement of discussed work to be rendered by the Company.
i) The Company shall be entitled to Invoice the Customer for the price of the Goods and or Services on or at any time after delivery of the Goods or completion of Services); unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection.
ii) The Company may specify that all or part of the price of the Goods and or Services shall be payable at some time other than that referred to in the clause (i) above and the provisions of clause (iii) below regarding interest fees and costs shall apply to such earlier dates.
iii) The Customer shall pay the price of the Goods and Services rendered (less any discount to which the Customer is entitled but without any other deduction) within fourteen (10) days of the date of the Company’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipt, for payment will be issued only upon request. Any monies remaining due and unpaid to the Company after such due date shah bear interest of 4% above the base rate for the time being of National Westminster Bank Plc. If the Company has to instruct Solicitors or other agents to recover monies owed by the Customer, the Customer will indemnify the Company in respect of all reasonable fees and costs payable by the Company to it’s such Solicitors or agents.
7) Payment Programme
The Company may arrange a payment programme between the Customer and Company, for the duration of the Contract, and reserves the right to designate terms.
The Company will only accept cancellation of orders for Goods in writing and subject to payment of all costs incurred. Where the Company has been instructed to provide Services for the Customer and the Customer informs the Company of cancellation less than twenty-four (24) hours prior to the arranged time of effecting; the company reserves the right to raise a late cancellation charge against the Customer.
Save as set out herein, time is not of the essence of any contract between the Company and the Customer and the Company will not be liable for any delays in the supply and/or delivery of goods or any losses whatsoever due to any such delays howsoever caused.
10) Force Majeure
The Company shall not be liable for any default due to any event beyond its reasonable control. In the event of the Company being unable to comply with the terms of the Contract as aforesaid it may elect to cancel this contract. Such cancellation shall not constitute a breach of contract by the Company and the Customer shall pay for all work done by the Company up to the date of such cancellation on a quantum merit basis.
i) All Goods delivered by the Company or to the order of the Customer shall remain the property of the Company until all sums due to the Company from the Customer or any account have been paid in full.
ii) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods properly stored, protected and insured
iii) Until such time as the property in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
The ownership of the copyright of all intellectual work and design work remains with the Company with the exception of any designs specifically specified, commissioned and paid for by the Customer notwithstanding all statutory rights.
13) Delivery and Risk
i) Risk shall pass on delivery of the goods
ii) If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery, then, without prejudice to any other right or remedy available to the Company, the Company may.
a) store the Goods until actual delivery and charge the reasonable costs (including insurance) of storage; or
b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
14) Shortages or Errors
i) All Goods supplied by the Company shall be examined and checked immediately upon receipt by the Customer. Unless a reference is endorsed upon such acknowledgement and confirmed in writing within seven days of receipt of a material consignment (time being of the essence) of any alleged shortages or errors in such consignment, no claim whatsoever will be entertained by the Company in respect of any alleged shortages or errors and the Company will not be liable to replace or make good the same or be under any liability whatsoever to the Customer in respect of the same, howsoever caused.
ii) If the Company is so notified and if upon such notification the shortage or error be proved, the Company shall as soon as possible replace or make good the same, or if through circumstances beyond their control such replacement or making good not be possible, then they shall refund the proportionate amount of the purchase price paid or in so far as such purchase price has not yet been paid, give credit accordingly. But in no circumstances whatsoever will the Company be further liable or in particular be responsible for any consequential loss allegedly caused by such shortage or error, howsoever occasioned.
i) Whilst any sums are owing by the Customer to the Company on any account the Company reserves the right to suspend further deliveries under any contract with the Customer.
ii) In the event of the Customer failing to pay in due time and in full the amount due under any invoice, the Company shall (without prejudice to all and any of its other rights) be entitled at its entire discretion to terminate without any liability whatsoever on its part, any such agreement or further agreement, upon which deliveries of goods or services are or remain to be made and recover from the Customer in respect of such agreement or further agreements, so terminated the Company’s loss of profit and or other losses caused thereby.
In the event that (being an individual) the Customer commits an act of Bankruptcy or has a receiving order made against him or (being a Company) enters into Liquidation (whether compulsory or voluntary) or has a receiver or manager appointed of the whole or any part of its business or undertaking, or is distress or execution be levied or threatened upon any of the Customer’s property, then the Company shall (without prejudice to all and any other right it may have) have the same rights as set out in Section 15 paragraph/clause ii) above (Defaults paragraph).
i) Except where the Goods are sold to a person dealing as a Consumer (within the meaning of the Unfair Contract Act) all warranties conditions or terms relating to fitness for purpose merchantability or condition of the goods and whether implied by statue or common law or otherwise we excluded. The company shall be under no liability to the Customer for any indirect loss and / or expense suffered by the Customer arising out of a breach by the Company of this contract and shall not in any circumstances be liable for any consequential losses howsoever occasioned.
ii) The Company shall in no circumstances whatsoever be liable for a breach of any condition or warranty implied by the Sale of Goods Act 1979. Unless compliant of such breach is notified in writing to the Company by the Customer by letter, despatched within three (3) months of the receipt of the Goods and within five (5) days of the discovery by the Customer of such breach, whereupon the Customer shall immediately return the Goods to the Company’s premises, carnage paid or shall give reasonable access and opportunity to the Company for inspection by or on behalf of the Company if the Goods be physically incapable of being returned and:
a) In respect of such complaints so notified which we found upon examination by or on behalf of the Company to render the Company in breach of such condition or the Company will (at its entire discretion) replace or repair free of charge the Goods in question or if replacement or repair is impossible, shall refund the purchase price, reimbursing or paying all necessary transport charges limited to the cost of transport from and/or to the original consignment address of the Goods.
b) If the Goods so complained of, are found not to be defective then they will be returned to the Customer at the Customer’s expense and the Customer shall reimburse the Company all its expenses arising out of the making and investigating of the Complaint. The provisions of this clause Defects (ii) shall not affect the Statutory rights, if any, of the Customer dealing as a Consumer (as defined by the Sale of Goods Act 1979).
iii) All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in the contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a buyer dealing as a Consumer.
i) Subject to the provisions of the Unfair Contract Terms Act 1977 and to sub clause (ii) below the Customer shall at all times keep the Company, its servants and agents effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against the Company, its servants or agents by any third party in respect of any alleged injury, loss or damage or expense arising out of or in connection with the Goods or services supplied by the Company to the Customer.
ii) Where actions, proceedings, costs, charges, claims, expenses and demands such as are referred to in (i) above, are in respect of death or personal injury caused wholly or in part by the negligence of the Company, or its servants or agents shall claim indemnity from the Customer in respect of such proportion of such action, proceedings, costs, charges, claims, expenses or demands as shall be found to be due to their own negligence.
All notices to be served on one party by another (unless specifically provided for in these conditions) shall be deemed duly served three (3) working days after posting, if posted by first class mail or airmail pre-paid post to the registered office of the other party or in the absence of such a registered office to the address notified in writing between the parties prior to or at the time of contract.
20) English Law, Jurisdiction and Headings
This contract is subject to the law of England and Wales. The headings to each clause are for identification only and are not intended to form part of these conditions. Faults discovered in any section, clause or contained subclause, do not constitute cause for this document or any related section, clause or contained subclause to be rendered void.