1. Conditions Applicable
1.1 These terms and conditions of business shall apply to all contracts for either the sale of Goods and the carrying out of Works by the Supplier (as hereinafter defined) to the Customer (as hereinafter defined) to the exclusion of all other terms and conditions including and terms or conditions which the Customer may purport to apply under any purchase order, confirmation order or similar document. They supersede all earlier conditions of contract issued by the supplier.
1.2 All orders for Goods and or Works shall be deemed to be an offer to purchase or contract pursuant to these conditions.
1.3 Dispatch or delivery of Goods by the Supplier to the customer or the commencement of any Works by the Supplier shall be deemed conclusive evidence of the Customer’s acceptance of these conditions.
1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall by unacceptable unless agreed in writing by the Supplier.
1.5 For the purpose of these Conditions the Supplier means StowAg Construction Ltd and the Customer means the person, firm or company who submits to the Supplier an order or request for Goods and/or Works.
1.6 In these terms and conditions of business the ‘Goods’ means the Goods and materials specified on the supplier’s quotation or confirmation of order and the ‘Works’ means the Works detailed on the Supplier’s quotation or confirmation of works order form.
2. Basis of Quotation
2.1 Prices are quoted exclusive of tax which will be added in accordance with UK legislation in force at the relevant tax date.
2.2 Prices are quoted on the basis of clear and unrestricted access for delivery of the Goods and the carrying out of Works on dates agreed between the Customer and the Supplier. Unless those dates are agreed in writing by the Supplier when issuing the quote, the Customer will not unreasonably withhold its agreements to such dates. Where such access is not available then the Supplier reserves the right to make additional changes to compensate it for any additional costs it may incur.
2.3 Where prices are quoted by the Supplier subject to the Customer’s choice of colour, material and finish then such price may be subject to change depending upon the colour, material and finish chosen.
2.4 Prices quoted do not include the cost of obtaining any consent required to carry out any Works including but not limited to planning permission, building regulation approval, listed building consent, fire authority approval and landlord’s consent unless otherwise indicated in the Supplier’s quotation.
2.5 Unless stated in writing by the Supplier, prices quoted do not include the cost of any alteration to or additions to any existing services within a building for carrying out work outside normal working hours (here meaning 08:00 hours to 18:00 hours Monday to Friday, Public Bank holidays excluded) the fees of any consultants required (for example but not limited to consulting or civil engineers) and the cost of carrying out any alterations to or providing any lighting, electric power, data and communications wiring and trunking, fire detection and fire prevention systems, security systems, plumbing and air conditioning.
2.6 Quotations for Works are given on the basis that the building is soundly constructed and capable of being altered in the manner proposed in the quotation and without any other work of any kind whatsoever being necessary. If any further works required in addition to that detailed on the Supplier’s quotation then this will be charged for at the Supplier’s normal rates and added to the price quoted for the Works.
2.7 All measurements in the Supplier’s quotation and any accompanying schedules are approximate. Such should not be used for any purpose by the Customer. Colours anodising, material fabrics, glazing and other treatments and appearances will be the nearest commercially available in all or any respects to that selected or offered. However the Supplier reserves the right to change the materials used either to take advantage of technical developments, improvements or modifications which the Supplier considers desirable or to take account of the availability of materials or to enable compliance with relevant health and safety or statutory requirements.
2.8 Where any materials provided by the Customer are to be used by the Supplier in connection with this Contract, they must be of satisfactory quality and comply with all applicable safety and statutory requirements. Any materials not so conforming may, at the Suppliers election be replaced by the Supplier and the cost so incurred will be added to the quotation and such additional cost payable by the Customer to the Supplier upon production of the Supplier’s invoice.
3. Formation of Contract
3.1 The Supplier reserves the right to vary or withdraw any quotation which is not accepted within 14 days of the date issued.
3.2 The Contract for the sale of the Goods and/or the undertaking of any Works shall come into existence when (and only when) the Supplier receives either the Customer’s written acceptance of the Supplier’s quotation or (where required by the Supplier) the Customer’s written confirmation of works order. Where the Supplier provides a verbal quotation for the supply of Goods then the contract shall come into existence when (and only when) the Customer communicates (verbally or in writing) acceptance of the quotation to the Supplier.
3.3 Once the contract is made then it cannot be cancelled by the Customer, the delivery of Goods rejected or returned or the commencement of Works delayed. If in the Supplier’s own discretion it accepts cancellation or variation then it may do so on the terms that the Customer shall reimburse the Supplier against all costs, charges and expenses incurred that arose from such cancellation, delay or variation.
3.4 Any cancellation, delay or variation will not affect the rights of the Supplier against the Customer in respects of any Goods already supplied or Works already commenced or carried out to the Customers pursuant of this Agreement.
4. Price and Payment
4.1 The price for the Goods and/or Works shall be that quoted by the Supplier which where the Supplier has provided a written quotation shall be the price so quoted by the Supplier in writing.
4.2 Payments shall be made in accordance with the details set out in the Supplier’s quotation and by the instalments set out thereon: in the absence of any such terms payment shall be due upon issue of the Supplier’s invoice or invoices.
4.3 If any payment is not made within 7 days of the due date the Supplier reserves the right:
– to suspended further deliveries of the Goods: and/or
– to suspended any further Works: and/or
– to charge interest for the late payments in force for the period from the due date and until paid both before and after any judgement.
4.4 Payment shall be made in full when due without deduction or set of whether such rights arise at law or in equity.
5. Dates for Supply
5.1 Any date quoted by the Supplier either for the delivery of Goods or for the commencement or completion of any Works is an estimate only: time shall not be of the essence.
5.2 The Customer shall not be entitled to cancel the Agreement or to withhold any payment on account of any delay.
5.3 The Customer shall accept delivery of the Goods when they are ready for delivery and shall provide reasonable assistance for unloading at the point of delivery.
5.4 The Customer shall take delivery of Goods tendered not withstanding that the quantity so delivered shall be less than the quantity ordered provided the discrepancies in quality does not exceed 10%.
6.1 Subject to the provision of Clause 6.2 below, the Goods shall be supplied in accordance with the description contained in the Seller’s quotation.
6.2 The Supplier may from time to time make changes in the specification of the Goods which are required to comply with any applicable health and safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
6.3 The Customer shall satisfy itself that the Goods are suitable for its purpose and requirements.
6.4 All warranties and conditions whether implied by the statute or otherwise are excluded from this Contract provided that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Supplier or affect the statutory rights of any Customer dealing as a consumer.
7. Defects, Damage, Loss or Non-Delivery
7.1 The customer shall inspect the Goods on delivery and shall within three days of delivery notify the Supplier of any alleged defect, shortage in quality, damage or failure to comply with description of sample. The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable period following delivery and before any use is made of them. If the Customer shall fail to comply with these provisions then the Goods shall be conclusively presumed to have been in accordance with this Agreement and free from any defect or damage which would be apparent on reasonable examination of the Goods and the customer shall be deemed to have accepted the Goods.
7.2 When required the Customer shall also notify the carrier on any alleged defect, shortage in quantity or damage.
7.3 If the Goods are not in accordance with this Contract for any reason then the Customer’s sole remedy shall be limited to the Supplier making good any shortage by replacing such Goods or if the Supplier shall elect by refunding a proportionate part of the price or giving credit got a proportionate part of the price against any balance arising and due from the Customer to the Supplier.
8. Risk in Goods
8.1 Notwithstanding that the title has not passed the risk of any Goods or any part thereof shall pass to the Customer on delivery to the Customer premises or to any other point of delivery. Where the Customer requests any special delivery arrangement part of the price or giving credit for a proportionate part of the price against any balance and due from the Customer to the Supplier.
9. Retention of Title
9.1 The Goods shall remain the Supplier’s property until the Customer has paid for them in full. Until that time the customer shall hold them and store them (insofar as they have not been affixed by the Supplier to the premises) in such a way that they can be identified as the Supplier’s property and keep them separate from the customer’s own property and the property of any other person.
9.2 Although the Goods remain the Seller’s property until paid for, the Goods shall be at the Customer’s risk from the time of delivery or as the case may be from the time of leaving the Supplier’s premises in accordance with the provision of Clause 8 above and Customer shall insure them against loss or damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Supplier as a trustee for the Supplier.
9.3 The Customer’s right to possession of the Goods shall cease
– the Customer has not paid for the Goods in full by the expiry date of any credit period allowed for by this Contract:
– the Customer is declared bankrupt: or
– the Customer makes any proposal to his or its creditors for a composition or other voluntary arrangement: or
– a received, or administrator is appointed in respect of the Customer’s business or assets: or
– the Customer being a limited company enters into liquidation (voluntary or compulsory).
9.4 On cessation of the Customer’s right to possession of the Goods in accordance with this Clause the customer shall at his own expense make the Goods available to the supplier and allow the Supplier to repossess them.
9.5 The Customer hereby grants the Supplier, their agents and employees and irrevocable License to enter any premises where the Goods are stored in order to repossess them or to inspect them at any time.
10. Other Terms Relating to the Carrying Out of Works
10.1 When Works are to be carried out then the risks in those works shall be deemed to pass from the Supplier to the Customer at the point in time when each part or section of the Works is assembled, or as the case may be, completed notwithstanding all of the Works have not been assembled or completed.
10.2 It is the Customer’s responsibility to ensure that all statutory requirements are met to carry out the Works with regard to (but not limited to) landlord’s consent, fire authority approval and building regulation approval and listed building consent and that they comply with all other statutory and regulatory requirements. It is agreed that the Customer will indemnify the Supplier from and against any proceedings, claims, actions and costs that it may incur as a result of any Works being carried out where such consents or approvals are required and have not been obtained either before or by the appropriate time the relevant Works are carried out.
10.3 The Supplier shall only be liable for any defects in the Works if it was caused by the negligence of the Supplier and to the extent that written notice of such defects is given to the Supplier within 3 months of the date of practical completion of the Works. The Customer shall then afford the Supplier an opportunity to inspect the alleged defects within a reasonable time and shall not cover up or tamper with or make more difficult to repair such a defect. The Supplier’s liability shall be limited to making good any such Works or at its election refunding a proportionate part of the price or giving credit for a proportionate part of the price against any balance owing and due from the Customer to Supplier.
10. General Exclusion of Supplier’s Liability
11.1 The Supplier shall be under no liability whatsoever to the Customer for any indirect loss and/or expense (including loss or profit) suffered by the Customer arising out of a breach by the Supplier if this Contract.
11.2 In the event of any breach of this Agreement by the Supplier the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the price (as the case may be) for the Goods and the Works stated on the Supplier’s quotation.
11.3 It is agreed that no representation, statement or warranties given by the Supplier, its employees and agents whether verbally or in writing form conditions of this Contract.
11.4 Nothing in this Clause shall limit the liability of the Supplier for any negligence by the Supplier resulting in death or personal injury.
11. Other Provisions
12.1 This Agreement is subject to the law of England. The Customer hereby irrevocably agrees to submit to the jurisdiction of the Courts of England for the purpose of trying any action or dispute arising out of this Contract.
12.2 This Agreement is personal to the Customer who may not assign or transfer or part with its benefit without the Supplier’s consent.
12.3 No third party shall become entitled to any rights under this Contract under the Contract (Rights of Third Parties) Act 1999.
12.4 Where any specification and designs for either the Goods and any Works have been provided by the customer then the copyright, design right and other intellectual property rights in them shall retain the property of the Customer.
12.5 Where any specifications and designs in the Goods and any Works have been prepared by or supplier buy the Supplier, then the copyright, design right and other intellectual property rights in them shall remain the property of the Supplier.
For any questions relating to these Terms and Conditions please contact:
StowAg Construction Ltd, Eastgate House, Moreton Road, Longborough, GL56 0QJ
T: 01451 263105