Terms & Conditions
1. Definitions “Company” means Randklev Interiors Ltd. “Customer” means the customer named on the Quotation. “Quotation” means the Company’s quotation for the supply of the Goods and or Services accepted by the Customer and setting out such details as deposit, quantity, price, date for Delivery, and/or completion, Site address, date and invoicing. “Goods” means the goods to be supplied and/or installed by the Company or Company sub-contractors. “Site” means the Customer’s site where the Goods are to be delivered or where work is to be done by the Company or Company sub-contractors. “Delivery” means either delivery by the Company at the Customer’s cost from the Company’s premises to the Site or collection by the Customer from the Company’s premises. “Works” means the supply, delivery, and installation of the Goods as detailed in the Contract. “Contract” shall mean the contract between the Company and the Customer consisting of the Quotation, these Conditions and any other documents (or parts thereof) specified in the Quotation. “Intellectual Property Rights” means any patent, patent application, know how, trade mark or name, service mark, design right, registered design, copyright or other similar industrial or commercial right. “Contract Price” means the price for the Works as detailed on the Quotation.
2. Conditions applicable and warranties
2.1 These conditions shall apply to all Contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms which the Customer may purport to apply under any purchase order, confirmation of order or similar document. Any variation to these conditions shall be inapplicable unless agreed in writing by the Company.
2.2 The Company warrants to the Customer that it has used and will continue to use its reasonable endeavors to provide that the Goods: (i) will be of satisfactory quality; and (ii) will correspond with any relevant specification; and
2.3 The Company reserves the right to inspect any alleged defective Goods where practicable at its premises and to repair and/or provide replacement Goods at its discretion.
2.4 Any samples of the Goods are provided as an indication and not as a guarantee of quality or color of the Goods.
2.5 The Goods shall be supplied in accordance with the description contained in the Quotation. The Seller may from time to time make changes to the specification of the Goods and which do not materially affect the quality of the Goods.
3. Payment and Title
3.1 The Contract Price quoted shall be binding provided the Quotation is accepted within 28 days or as otherwise specified and agreed. The Company may at any time up to 7 days before
delivery increase the Contract Price to reflect any increase in the cost to the Company which is due to factors occurring after the making of the Contract which are beyond the reasonable control of the Company.
3.2 Any deposit is non-refundable. Payment of the Contract Price is to be made at the times and in the amounts stated in the Quotation. Where payment is not required prior to delivery the Company shall invoice the Customer and payment shall be due within 30 days of receipt of invoice.
3.3 Payment is to be made without any retention, deduction or set off. Interest at a rate of 5% above HSBC Bank base rate shall be payable by the Customer in respect of any late payment.
3.4 Without prejudice to any other rights of the Company in the event of any payment of part thereof being outstanding after the last date for payment the Company shall be entitled to suspend the performance of its obligations until payment in full is received. If any payment remains unpaid for 7 days after it has become due the Company may give notice to the
Customer requiring payment within 7 days of the date of such notice and if the Customer shall fail to comply with such notice the Company may immediately terminate this Contract.
3.5 Title to the Goods shall not pass to the Customer until the date that the Contract Price and value added tax thereon have been paid in full to the Company. Until payment is made the Customer shall hold the Goods on a fiduciary basis.
3.6 Risk of damage to or loss of the Goods will pass to the Customer in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of Delivery or if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tended delivery of the Goods.
3.7 Until such time as title to the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so, to enter upon Site or any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
4.1 Delivery will be effected by the Company; or at the discretion of the Company Delivery may be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection. The Customer shall provide the Company with unrestricted access to the Site and suitable labor for unloading the Goods.
4.2 If the Customer should fail to either arrange Delivery or accept Delivery following receipt of notification from the Company that the Goods are ready for Delivery the Company shall be entitled to have the total value of such delayed Goods included in an invoice for payment. Further, the Customer shall pay to the Company costs of storage including insurance, in respect of such delayed Goods and any further delivery costs.
4.3 Any dates quoted for Delivery are approximate only and the Company shall not be liable for any delay in the delivery of the Goods howsoever caused.
4.4 The Customer shall be deemed to have accepted the Goods within 3 days after Delivery. After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the Contract.
5. Limit of Liability
5.1 In no circumstances whatsoever shall the liability of the Company to the Customer under this Contract exceed the limit of liability set out in the Quotation. The Company shall be under no liability whatsoever to the Customer for or in respect of:-
5.1.1 any loss of or damage to the Goods which shall occur after the expiration of the period stated in clause 4.4.
5.1.2 any defect in the Goods arising from any drawing design or specification supplied by the Customer.
5.1.3 fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company’s approval.
5.1.4 installation and/or laying by third parties.
5.2 The Company shall have no liability whatsoever or howsoever to the Customer by way of indemnity or by reason of any breach of the Contract or a statutory duty or by tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, loss of contracts or for any financial or economic loss or for any indirect or consequential damage whatsoever suffered by the Customer.
6.1 The Customer shall provide the Company with unrestricted access to the Site, suitable labor for unloading the Goods and with all necessary power, water and any other services together with specialist equipment to enable the completion of any installation of the Goods at the Site.
6.2 The Customer shall ensure that suitable storage is provided on Site for the Goods to be stored in compliance with the relevant British Standard Institute recommendation.
6.4 Where installation is arranged and/or carried out by the Customer any advice relating to installation provided by the Company is given as a guideline only and the Customer is
responsible for ensuring that the installation is carried out by persons experienced and competent in the installation of goods similar to the Goods supplied.
7. Intellectual Property Rights
7.1 Where the Contract requires the Supplier to carry out any design work or development or modification of design then the ownership of any Intellectual Property Rights arising out of or in relation to the design of the Goods shall be vested in the Supplier.
7.2 If any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all actions claims demands costs charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights of any third party.
8. Force Majeure
8.1 Force Majeure means – war, hostilities (whether war be declared or not), invasion, act of foreign enemies, riot, civil commotion or disorder; any form of government intervention, strikes and lock outs relevant to the Contract; delays by sub contractors or suppliers; any other circumstance beyond the reasonable control of either of the parties.
8.2 If either party is prevented or delayed from or in performing any of its obligations under the Contract by Force Majeure then it may notify the other of the circumstances constituting the Force Majeure and of the obligations performance of which is thereby delayed or prevented, and the party giving the notice shall be excused the performance of such obligation for so long as the circumstances of prevention may continue.
8.3 If either party shall be excused the performance of any obligation for a continuous period of 60 days then either party may at any time thereafter and provided such performance is still excused by notice to the other terminate the Contract.
8.4 If the Contract is terminated under sub clause 8.3 the Customer shall pay the Company as provided in sub-clause 9.2.
9.1 In the event of the Customer becoming bankrupt or (being a corporation) going into liquidation other than for the purpose of a scheme of reconstruction or amalgamation or carrying on its business under an administrator, receiver, manager or liquidator for the benefit of its creditors or any of them the Company may by notice in writing terminate the Contract forthwith.
9.2 In the event of termination under this Contract the Company shall be entitled to be paid the value of Works undertaken as at the date of termination together with any expenditure reasonably incurred by the Company in the expectation of the performance of or in consequence of the termination of the Contract and loss of profit on the Contract including the difference between the total price to be paid on termination and the Contract Price. Such payment shall be paid by the Customer within 30 days of the date of invoice.
10. Dispute Resolution
10.1 If any dispute arises out of this Contract the parties will attempt to settle it by mediation. To initiate mediation a party must give notice in writing (“the ADR Notice”) to the other party requesting a mediation. If there is any point on the conduct of the mediation (including as to the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the ADR Notice it is agreed that the Centre for Dispute Resolution will be requested to decide that point for the parties having consulted with them. Any mediation will start not later than 28 days after the date of the ADR Notice.
10.2 No party may commence any court proceedings in relation to any dispute arising out of this Agreement until they have attempted to settle it by mediation and that mediation has terminated.
10.3 The law of this Contract shall be English and subject to the obligation on the parties to try and achieve a settlement via mediation the courts of England and Wales shall have
exclusive jurisdiction of any matter arising out of this Contract.
11. Notices Any notice shall be served by leaving it at or by sending it by first class post, telex or facsimile to the address of the party specified in the Quotation. Where notice is sent by post it should be deemed to be received two business days next following. Notice sent by facsimile shall be deemed to be received at the time of transmission unless outside the normal business hours of the recipient in which case receipt shall be deemed to be 10am on the business day next following. Any notice sent (and received) by facsimile shall also be sent by first class post.
12. Entire Agreement Notwithstanding anything to contrary expressed in or to be implied from this Contract, this Contract shall be deemed to contain the entire agreement and
understanding between the parties which supersedes any and all previous agreements and understandings between the parties and the Customer acknowledges that in accepting the Quotation and in entering into this Contract the Customer has not relied or will not rely on any statements, representations, warranties or undertakings which are not expressly set out in the documents referred to above including without limitation to the generality of the foregoing, any statements, representations, warranties or undertakings contained in any other documents made available by the Company prior to the execution of this Contract. This clause shall not exclude any liability for fraudulent misrepresentation.
13. Waver Failure by the Company at any time to enforce any provision of the Contract shall not in any way affect its right to require complete performance by the Customer nor shall the waiver of any breach of any provision be held or taken to be a waiver of any subsequent breach of any provision or be a waiver of the provision itself.