Terms and Conditions

 

 

MIDLAND CONSERVATORIES

TERMS AND CONDITIONS OF CONTRACT

These Terms & Conditions shall apply to all contracts entered into by or on behalf of Midland Conservatories Limited

 

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, the following words and phrases shall have the following meanings:

“Business Day” means a day (other than Saturday, Sunday, or public holidays) where banks in London are open for business.

“Condition” means any one or more of these Terms and Conditions.

“Contract” or “Order Confirmation” means the contract between the Seller and the purchaser for the purchase or sale of the goods.

“Force Majeure Event” means and event or sequence of events beyond any parties reasonable control which could have been unforeseen or unavoidable and which prevents or delays any party from carrying out its obligations set out in the contract, including strike, lock outs, or other industrial disputes whether this is our workforce or a third parties, failure of energy sources, transportation networks, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or internation calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics, or similar events, natural disasters, or extreme weather conditions, or default of suppliers, or subcontracts, but excluding the Purchasers inability to pay or circumstances leading the Purchasers inability to pay.

“Goods” means the goods described in the signed Purchase Order or Order Confirmation.

“Order” means the written order placed by the purchaser for supply of goods or services.

“Party” means the Seller or the Purchaser.

“Parties” means both the Seller and the Purchaser.

“Price” means the price for the Goods given in the Purchase Order or Order Confirmation.

“Purchaser” means the person or company who accepts a quotation / order confirmation of the Seller for the sale of Goods and / or Services or who places the order for Goods and/or Services.

“Quotation” means a price given for works which once approved will form the basis of the order.

“Seller” means Midland Conservatories Ltd.

“Services” means the provision of work and/or services which are the subject of the contract. 

“Terms and Conditions” means these terms and conditions for the supply of goods.

1.2 The headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.

1.3 Where the context permits, the use of the singular shall be construed to include the plural, and the use of plural the singular, and the use of any gender shall include all genders.

1. 1.4 References to an Act of Parliament shall be deemed to include any subordinate legislation of any sort made from time to time under that Act.

 

2.  GENERAL BASIS OF THE SALE

2.1 Acceptance by the Sellers of the Purchasers order is conditional upon acceptance by the Purchaser of these conditions (which supersede any earlier sets of Conditions appearing in any other of the Seller’s Literature), which shall prevail over any Terms and Conditions of the Purchaser (apart from alterations to or departures from these conditions specifically agreed by the Seller in writing).

2.2 The Seller reserves the right to change these Terms and Conditions upon giving written notice to the Purchaser. Such changes will only become part of the contract once agreed with by the Purchaser. The Seller objects to any varying terms proposed by the Purchaser.

 

3. QUOTATIONS, ORDERS & PRICE

3.1 All quotations for works issued by the Seller shall be valid for a period of 30 days. After which the Seller may adjust the price without giving notice to the Purchaser.

3.2 The prices quoted are based upon only the services listed in the quotation / order confirmation. In the event of changes to these scopes and / or specifications the Seller reserves the right to vary the prices quoted.

3.3 Where additional works are requested and / or needed by the Purchaser which were not included in the original Quotation and / or Order the seller shall provide a price for these additional goods and / or services. It will be assumed that these additional prices are acceptable unless the Purchaser notifies the Seller in writing.

3.4 The Purchaser shall be responsible to the Seller to ensure the accuracy of the of any terms and specifications of any Order.

3.5 Apart from as provided for below no contract shall be concluded between The Seller and the Purchaser until the Seller shall have issued to the Purchaser its formal acceptance of the order AND any deposit required by these conditions has been received by the Seller.

3.6 If the appropriate deposit and signed Order Confirmation / Contract is not received within a 7-day period the Seller reserves the right to vary any date for delivery which may have been estimated to the Purchaser in the Seller’s acceptance of order form or otherwise.

3.7 Prices for Good and / or Services included in any quotation are based upon uninterrupted access to the Purchasers premises until completion of work.

3.8 The Seller reserves the right to make changes to the specification of the Goods and / or Services to conform to any statutory requirements, or where the materials or hardware or similar are not available, which does not affect their appearance or quality.

3.9 The Seller will use its best endeavours to deliver the goods and where appropriate to complete all work at the rate and within the time estimated in its acceptance of order form but the Seller shall not be liable for any loss or damage whatsoever suffered by the Purchaser as a result of any failure by the Seller or any third party for whatsoever reason to deliver or to complete the work at the rate or within the time so specified. Unless specifically agreed in writing between the Seller and the Purchaser time shall not be the essence of the Contract.

 

4. PAYMENT TERMS 

4.1 Payment Terms shall be stated in the Order Confirmation / Contact.                                   

4.2 The Seller will request payment at the appropriate time and the Purchaser will have three (3) Business Days to complete the stage payment.

4.3 If the Purchaser fails to make a payment on a due date, then the Seller reserves the right to cancel the contract or suspend any further goods and / or services within the contract. Cancellation of Contract after any work has commenced will mean monies already paid will not be refunded. The seller reserves the right to charge interest on the amount unpaid on a weekly basis at the rate of six percent (9%) per annum above the Bank of England base rate until payment is made in full.

 

5. SPECIFICATIONS AND DRAWING

5.1 Drawings provided by the Seller at a Quotation stage are to provide a general overview of how a project may look. They are not to be classed as working drawings and if the Purchaser requires working drawings, they should request these in writing. 

5.2 Whilst the Seller will take all reasonable care to ensure that all working plans, diagrams, and drawings provided to the Purchaser are adequate to facilitate the erection or installation of the Goods in a proper and workmanlike manor, it shall be the sole responsibility of the Purchaser to ensure that all working plans and / or specifications meet with the Purchasers requirements in every respect and furthermore.

5.3 All descriptive matter drawings and particulars of weights, finishes, colours, and dimensions submitted by the Purchaser and the descriptions contained in the Seller’s website and literature and any other advertising matter are intended merely to present a general idea of the goods and none of these shall form part of the Contract nor shall the Seller be liable for any representations made therein.

5.4 The goods are supplied in accordance with the specification (if any) to the Purchaser.

5.5 The Purchaser shall accept Goods in fulfilment of the Contract not withstanding variations in construction, specification, colour or size, which are reasonably within the limitations which may be imposed by the availability of materials and components and by production techniques.

5.6 If the Seller adopts any major changes or modifications in construction, design, or specification of the goods so as to alter the appearance thereof from working drawings after the project start has commenced, the Seller shall give the Purchaser advice thereof and the Purchaser shall be deemed to except this unless the Purchaser informs the Seller in writing within 3 Business Days.

5.7 If the Seller adopts any major changes or modifications in construction, design or specification of the goods so as to alter the appearance thereof from working drawings prior to the project start being commenced, the Seller shall give the Purchaser advice thereof and the Purchaser shall be deemed to except this unless the Purchaser informs the Seller in writing within 3 Business Days or the Purchaser give notice to the Seller of cancellation to the Contract within 3 Business Days. In the event of a notice of cancellation being served the Seller shall not be liable for breach of contract or otherwise.

5.8 Any plans, drawings or any other technical documents prepared by the Seller and submitted to the Purchaser prior to or after the formation of the contract shall remain the property of the Seller and shall be returned to the Seller on demand. The Purchaser shall not without the Seller’s consent copy the said plans, drawings or technical documents or any part of them or part with possession of them or disclose them or any part of them to others or allow any third party to use the said plans, drawings, or technical documents.

 

6 MATERIALS, OWNERSHIP & DELIVERY

6.1 The property of the Goods whether fixed or unfixed shall not pass to the Purchaser until the full Contract price of the Goods has been paid to the Seller in full; such goods are referred to the retained Goods in a fiduciary capacity for and on behalf of the Seller.

6.2 Until such time as the property in the retained Goods passes to the Purchaser, the Seller shall be entitled at any time to require the Purchaser to deliver upon the retained goods and shall be deemed irrevocably to authorise the Seller to enter upon any of the Purchaser’s premises, with or without vehicles. for the purpose of removing the retained goods.

6.3 The repossession of retained Goods by the Seller in accordance with this Condition shall be without prejudice to all or any of the Seller’s other rights against the Purchaser under the Contract.

6.4 The Purchaser shall not be entitled to pledge or in any way change by way of security for any indebtedness the retained goods or any part of them which remain the property of the Seller, but if the Purchaser does so all the monies owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

6.5 Claims against the Seller for short or incorrect delivery shall be notified to the Seller in writing within 3 Business Days of receipt of the Goods. The Seller shall make good shortage or errors in delivery within a reasonable time thereafter. The Seller shall not thereafter be liable for any loss whatsoever arising out of such shortages or errors in delivery.

6.6 The Purchaser shall at their own expense, take all necessary measures to prepare the site and ensure that the Seller personnel are able to work safely and efficiently and without interruption. If works are delayed because of the site not being ready or safe, then the Seller reserves the right to charge the Purchaser for loss of time.

6.7 Where we are supplying Goods only, the Purchaser is responsible for supplying adequately trained operatives to offload the Goods at the Purchaser’s premises or at a delivery address notified to us by and agreed by us with the Purchaser. If adequately trained operatives are not available and Goods cannot be offloaded, and a charge will be made for additional delivery.

6.8 If the Purchaser fails to take delivery of Goods within 5 Business Days from the day the Seller notified the Purchaser that the Goods are ready then except in the event of a Force Majeure or the Seller’s failure to comply with its obligations within the contract, delivery of Goods shall be deemed to be completed by 8am on the fifth Business Day after the Purchaser was notified by the Seller that the Goods were ready and the Seller shall store the Goods until the delivery is completed and they may charge the Purchaser for all related costs including, rearrangement of delivery, storage and insurance.

6.9 If the Purchaser has not taken delivery of the Goods within 14 Business Days from the day the Seller notified the Purchaser that the Goods are ready then the Seller reserves the right to resell or otherwise dispose of the Goods as it sees fit, unless the Seller agrees to continue to store the Goods as set out in 6. at the cost of the Purchaser.

6.10 Risk damage to and / or loss of the Goods shall pass to the Purchaser at the time of the delivery or if the Purchaser fails to take delivery of the Goods, the time which the Goods were deemed to be delivered as set out in 6.9.

6.11 Notwithstanding delivery and the passing of risk in the Goods, or any other provision set out within these Conditions, title of Goods shall not pass to the Purchaser until they are paid for to the Seller in full as set out in 6.1, 6.2, 6.3, & 6.4

6.12 Liability for loss of property and / or possessions and the risk of accidental damage to the Goods provided by the Seller shall at all times remain with the Purchaser unless caused by gross negligence of the Seller.

 

7 COMPLIANCE WITH LAW AND REGULATIONS

7.1 It shall be the sole responsibility of the Purchaser to comply in every aspect with all relevant planning and building regulation requirements, statues, order in council, regulations, listed building consent, conservation area laws, party wall agreements, by-laws or any other lawful requirements and to obtain all necessary consents, licences, permits or authorities which may be required in connection with any work to be performed pursuant to the Contract .

7.2 The Seller may provide guidance on the items listed in 7.1 but is not a specialist in these areas and would strongly advise the Purchaser to appoint the relevant specialist to deal with such matters.

 

8 FORCE MAJEUR

8.1 The Seller will not be liable to the Purchaser if it is unable to carry out any provision of the contract due to Force Majeure.

8.2 The Seller shall notify the Purchaser as soon as reasonably practicable after the circumstances preventing or delaying the completion of the contract. During the continuance of such event the Seller may, in its absolute discretion, withhold, reduce or suspend performance of its contractual obligations.

 

9 WARRANTY & GUARANTEE

9.1 The Seller warrants the Goods in accordance with the Seller’s Guarantee at time of the order being placed. The Seller shall be under no obligation to offer a Guarantee or under no liability whatsoever when: -

9.1.1 any defect is arising from the use of materials, design, drawing, or specification supplied by the Purchaser.

9.1.2 any defective arising from Goods which have not been stored or used properly and in accordance with the Seller’s and / or manufacturers recommended practises or any defect arising from fair wear and tear, wilful damage or negligence on the part of the Purchaser or any person or persons permitted to use the goods in any way.

9.1.3 any defect arising from the Purchaser’s faulty assembly, erection, installation, maintenance, miss-use, repair, or alteration of the Goods carried out without the consent of the Seller or as a result of non-compliance with or in contravention of any instructions given by the Seller whether oral or in writing.

9.1.4 any Goods or items incorporated into Goods which have not been manufactured by the Seller.

9.1.5 any payment due has not been paid by the payment due date.

 

9.2 Any claim by the Purchaser which is based upon any defect in the quantity or condition of the Goods or their failure to correspond with the specification must be notified to the Seller within 7 days from the date of delivery or within 7 days of the defect being discovered. Failure to do so will result in the Seller not being liable for the claim.

9.3 The Seller shall not be liable to the Purchaser for any loss or damage whether for loss of profit or otherwise, costs, expenses or other claims for consequential compensation whatsoever and however caused by any defect or Guarantee claim.

9.4 The Seller shall be entitled to replace or repair at its discretion any of the Goods which are subject to a valid claim.  

9.5 Warranty periods and maintenance guidelines are specified for each of the Seller’s products and the Purchaser should request a copy of these from the Seller.

9.6 The benefits of the Guarantee shall only apply to the Purchaser and are not transferable without written consent of the Seller.

9.7 Any works carried out by a third party whether or not they were organised by the Seller shall not be part of any Warranty or Guarantee provided by the Seller, this would include but not be limited to ground works, building works, drainage, roof & floor coverings, plastering, electrical works, plumbing. If the Purchaser requires a Guarantee for these works they should obtain them in writing prior to commencement of said works.

9.8 The Seller shall not be liable for any guarantee as set out in 9.1 if the Purchaser permits any other persons or companies, not authorised by the Seller to carry out any works, be that replacement parts, maintenance, adjustments or repairs to the Goods.

 

10 LIMITS OF LIABILITY

10.1 The Goods are supplied strictly on the terms that the Purchaser has satisfied themselves of their suitability for its purposes. The Purchaser acknowledges that all specifications and details in the catalogues, quotations and acknowledgements of order or similar documents or by word of mouth and all forecasts of performances, given, are approximate only and do not form part of the Contract.

11.2 The Seller shall not be liable, whether by the way of indemnity or by reason of breach of Contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatever nature suffered by the Purchaser, or for special damages, loss of use, (whether complete or partial) of the Goods, or loss of profit or of any Contract.

 

11 GOVERNING LAW

11.1 The Contract and these Terms & Conditions shall be governed by the law of England & Wales.