All quotations and orders arising between Hampshire Staircase Refurbishments Limited (“the Seller”) and the Buyer shall be governed by the following Terms and Conditions to the exclusion of any other terms and conditions and the acceptance of the contract by the Buyer shall be deemed to be an acceptance of these Terms and Conditions.  No other terms and conditions except those implied by law shall be of any effect unless the same are expressly agreed in writing by both the Seller and the Buyer.

 

‘Goods’ shall mean the products supplied by the Seller to the Buyer and ‘Services’ shall mean the installation or other services supplied by the Seller to the Buyer.

 

  1. PRICE

1.1        The Goods shall be invoiced at the Price prevailing at the date of the despatch of Goods and the Seller may increase the Price at any time prior to delivery of the Goods to reflect increases in the Seller’s costs.

1.2        The Services shall be invoiced at the Price prevailing at the date of the execution of the Services and the Seller may increase the Price at any time prior to commencement of the Services to reflect increases in the Seller’s costs.

1.2        The price stated is exclusive of value added tax, carriage and any other impositions whatsoever which if applicable shall be paid in addition to the price by the Buyer.

1.3        All quotations remain open to acceptance by the Buyer within 30 calendar days of their date of issue unless otherwise stated on the quotation.

1.4        The contract between the Buyer and the Seller shall only come into force upon the Seller’s express acceptance of the Buyer’s order to supply the goods or services pursuant to the quotation and these terms and conditions.

 

  1. Warranties

2.1        Subject to the terms set out below the Seller warrants to the Buyer that the Goods and Services will remain free from defects in materials and workmanship for a period of 1 year subject to the Buyer retaining ownership, possession and control of the Goods (the ‘Warranty’).

2.2        The Warranty shall be contingent upon the Price having been paid in full and on time.

2.5        All repair or replacement enquiries pursuant to the Warranty must be directed to the Seller and include the Supplier invoice number, detailed description of the fault and any repair request instructions.

2.6        The Seller shall investigate all Warranty claims and the Buyer undertakes to perform all reasonable steps to assist such investigation including but not necessarily limited to the provision of photographic or videographic evidence.

2.7        The Warranty does not apply to damage or failure which results from misuse (including loadings in excess of stated design capacity), fair wear and tear, mechanical damage or abuse, exposure to harmful or noxious substances or environments, neglect, or where the Goods have been modified or in any way interfered with. Where it is found that in the Supplier’s reasonable opinion any of the aforementioned apply, any repair or replacement costs will be borne by the Buyer and the Buyer may seek an estimate from the Seller prior to proceeding with any such repair or replacement.

2.8        Where Goods are the subject of a warranty claim they may not be returned to the Seller without the prior written agreement of the Seller.  Upon such consent being given, the Goods may be returned to the Seller at the Buyer’s expense such that thereafter the Seller may, at their discretion, repair or replace the Goods, or refund the Price of the Goods or such a proportionate part thereof as may be equitable in the circumstances.

2.9        The Seller expressly disclaims any warranty for fitness for purpose or merchantability save where a Buyer is acting as consumer for the purposes of the Consumer Rights Act 2015.

 

  1. ACCOUNT FACILITIES AND PAYMENT

3.1        Save where the Buyer has an approved account facility with the Seller, the contract price (or the proportion thereof as stated on the invoice) shall be payable 50% on a pro forma basis in Sterling at the point of ordering with the remaining 50% due prior to the delivery of the Goods or commencement of Services whichever is the sooner.

3.2        The Seller will only permit account facilities to continue to be made available to the Buyer where payment of all invoices is made within 30 days of invoice date without deductions.

3.3        If account facilities are unused for 24 months the Seller reserves the right to close the account facility and to require payment on a pro forma basis at the point of order for any subsequent transactions until such time as new account facilities may be agreed.

3.4        All overdue accounts shall be charged on a daily basis with interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.5        Full payment of invoices or applications must reach the Seller within 30 days of the date of the invoice or application unless otherwise specified in the Seller’s quotation or order acknowledgement.

3.6        The Buyer shall have no right of offset unless otherwise agreed in writing in advance by a Director of the Seller.

3.7        The Seller shall attribute payments received from the Buyer to the oldest invoice outstanding.

3.8        The Buyer may not make any deduction from the invoiced price.

3.9        All transactions are to be conducted in GBP.

3.10      All bank and transaction charges levied on direct credit transfers from overseas shall be borne by the Buyer.

3.11      The Seller will accept payment by VISA and MasterCard credit cards registered in the UK subject to a surcharge of 2.5% of the payment amount which shall be payable by the Buyer at the time of the transaction.

 

  1. Materials

4.1        All timbers are supplied un-treated unless otherwise stated. Decoration and/or treatment shall be completed and arranged by the Buyer or others whom the Buyer shall contract at their sole cost and risk.

4.2        All timbers are solid by construction but may be engineered due to the eco environment.

4.3        All staircase joints are Morticed & Tenoned together where possible, for maximum strength and durability.

 

  1. DELIVERY
    • Delivery of the Goods shall not include off loading, un-wrapping, un-packing, storage or site work attendance unless otherwise agreed in writing between the Buyer and the Seller.
    • The Seller will use its reasonable endeavours to comply with estimated despatch or delivery dates but in no circumstances will the Seller be liable for any delay in delivery or loss arising therefrom. Time shall not be of the essence of the contract but as a guidance only.
    • If payment is to be made on a pro forma basis delivery will not be made until the Seller is in receipt of cleared funds.
    • If, owing to non-availability of Goods, materials or for any other reason the Seller is unable to effect delivery the Seller shall be at liberty by notice in writing to determine the contract or part thereof without thereby incurring any liability to the Buyer.
    • The Seller may deliver the Goods by instalments and each delivery shall be treated as a separate contract and the contract price or an appointed part shall be due and payable.
    • Where delivery is delayed by late payment of the pro forma or at the request of the Buyer, the cost of handling and storage or warehousing plus a 10% handling fee shall be paid by the Buyer to the Seller in addition to the contract price before the Seller shall be required to make delivery.
    • Where Goods are offered for delivery to site, the Seller shall deliver as close to site as hard road permits. The Buyer shall be responsible for checking the Goods for any transport damage before unloading and shall record any such damage with the haulier.
    • The Seller will accept no liability for damage to Goods occurring in transit unless notified in writing by the Buyer (by email with photographic evidence) on the day of delivery and provided only that the Goods have been signed for by the Buyer as ‘damaged’ on the haulier’s delivery note. For the avoidance of doubt, the Seller will not accept liability for damaged goods that have been signed for but not signed for as ‘damaged’.

 

  1. ACCEPTANCE OF GOODS

6.1        The Buyer shall make reasonable inspection of the Goods within 24 hours of delivery and shall give written notice to the Buyer of any defects within 48 hours of delivery.

6.2        In the event that the Buyer has not notified the seller in writing of any defects within 48 hours of delivery, the Buyer shall be deemed to have accepted the goods and shall not be entitled to reject them.

 

  1. TITLE AND RISK

7.1        Legal and equitable title to the Goods shall remain with the Seller and the Seller shall have the sole and unencumbered right to dispose of the Goods until payment in respect of the Goods has been made in full to the Seller.

7.2        The Seller may (without prejudice to any other rights) recover or resell the Goods or any portion of them and the Buyer hereby agrees that the Seller or its servants or agents may enter upon the Buyer’s premises for that purpose.

7.3        The risk of damage or loss of the Goods shall pass from the Seller to the Buyer when the Goods are delivered to the Buyer or, where the Buyer elects to collect the Goods, when the Seller notifies the Buyer that the Goods are ready for collection.

7.4        Whilst the Goods are upon the Buyer’s premises or site of works, the Buyer shall ensure that they are stored undamaged and free of charge in such a way that they are shown to be the property of the Seller and marked accordingly.

7.5        Until payment has been made in full the Buyer has no legal or equitable title to the Goods or authority (unless otherwise confirmed in writing by the Seller) to sell, mortgage, charge or lease any of the Goods.

 

  1. CONTRACT VARIATIONS OR CANCELLATIONS
    • Variations and order cancellations will only be acceptable if requested to the Seller in writing within the timescale specified on the order confirmation.
    • Cancellation of an order by the Buyer must be in writing and the Buyer shall forthwith pay to the Seller by way of compensation a cancellation charge of 20% of the order value or the total amount of the actual loss to the Seller whichever shall be the higher.

 

  1. DEFAULT IN PAYMENT AND INSOLVENCY

9.1        In the event that the Buyer becomes unable to pay its debts as and when they fall due, goes into liquidation, makes any composition with its creditors or if a Receiver or Manager is appointed, the Seller may withhold deliveries, cancel or suspend outstanding orders and recover Goods delivered unless payment is made in full to the Seller for the Goods and/or services.

 

  1. INDEMNITY

10.1      The Buyer shall be solely responsible for and shall keep the Seller indemnified against any and all losses, damages, liability, costs (including legal fees) and expenses which the Seller may suffer or incur directly or indirectly from the Buyer’s breach of any of its obligations under the Contract and not excluding the liability in relation to the use of the Goods.

10.2      The Buyer recognises that any breach or threatened breach of the Contract may cause the Seller irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Seller, the Buyer acknowledges and agrees that the Seller is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

10.3      The Buyer undertakes not to export the Goods either directly or indirectly where to do so would be in contravention of any law, statute or regulation or without first obtaining all required licences and permits from all relevant governmental departments or agencies.

 

  1. RETURNED GOODS

11.1      The Seller will not accept returned Goods for credit unless such return has been authorised in writing by the Seller and the Goods are returned back to the Seller’s place of business at the expense of the Buyer in stock condition including with undamaged original packaging, accessories, and manuals.

11.2      All items for return must be accompanied by the original invoice number.

11.3      The Seller shall retain the sole discretion as to whether to accept return of Goods taking into account the nature of the Goods concerned and the extent to which they may be bespoke to their application and hence the extent to which they might be saleable to other parties.

11.4      The Seller reserves the right to levy a re-stocking charge of 25% to cover inspection, testing, handling and storage.

 

  1. SELLER’S LIABILITY TO BUYER

12.1      The Seller shall under no circumstances be liable to the Buyer whether in contract, tort, breach of statutory duty or otherwise for any loss of profit, or any indirect or consequential loss or damages arising under or in connection with the contract between them.

12.2      The Seller’s liability to the Buyer for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the Goods and Services.

12.3      This clause 11 shall survive termination of the contract.

12.4      Nothing in this Agreement excludes the Seller’s liability for death or personal injury caused by the Seller’s negligence, or for fraud or fraudulent misrepresentation.

 

  1. INSTALLATION SERVICES
  • The quotation is prepared on the assumption that free access to the site is continuously available to the Seller throughout the week between Monday and Friday within the hours of 08:00 and 16:00.
  • Unless the quotation specifically states otherwise, the Buyer at his sole expense shall be responsible for the timely procurement of:
    • the site conditions being suitable for the carrying out of the Seller’s works
    • the removal and/or protection of all valuable or fragile items and surfaces within the general ambit of the Works
    • the removal of carpets and/or flooring in the general ambit of the Works
    • the removal or re-siting of any service meters.
    • a clear working area (inside and out) and level site including the removal or any electrical wiring or pipework that might otherwise interfere with the Works (the subsequent replacement of which shall be by others)
    • offloading of Goods and positioning Goods appropriately for installation
    • a secure and dry storage area near the installation site
    • site security after hours
    • water, 240v power, adequate lighting and welfare facilities for installers
    • suitable means of disposing of or recycling waste
    • protection of works from damage by other trades until handover
    • provision of personnel with authority to sign completion certificates up the day of completion.
    • provision of access equipment including but not necessarily limited to scaffolding, access towers, MEWPs such as may be required to effect the Seller’s works.
  • Unless otherwise stated, the quotation shall not allow for the following items. Should any therefore be found relevant, additional costs will be incurred and the Buyer hereby agrees to vary the order to include the Price of those items.
    • clearing or preparation of the site to enable the Seller’s works.
    • packing or levelling of floors, walls or ceilings.
    • installation of a new staircase into anything other than an existing aperture
    • unloading, moving and safe custody of materials or fittings.
    • power other than 240v AC.
    • cut-outs for pipes, radiators, beams, skirting or other services.
    • working outside normal working hours of Monday to Friday between 08:00 and 16:00.
    • decoration or treatment of timbers
    • plaster boarding

13.4      The Buyer assumes all responsibility for ensuring that walls, floors and building structure are adequate to withstand the loads imposed by the Seller’s Goods and Works and that such Works do not contravene local authority or building regulations.

13.5      Where a survey or site visit has been booked and subsequently attended by the Seller and the site is found to be not ready or accessible as agreed, the Buyer will be charged for and hereby agrees to pay the Seller for his time and costs of attendance.

13.6      The Buyer shall inform the Seller of the location of all under-floor heating locations, pipework and concealed cables and the Seller shall accept no liability for damage to the aforementioned.

13.7      In the event that the Seller is unable to carry out its Works by reason of the site not being ready or available during the above hours the Buyer will pay a disruption charge in addition to the contract price for all standing time which shall be chargeable at the Seller’s normal day work rates from the time of notification in writing to the Buyer that the Seller’s Works have had to cease until the time that the Seller’s Works are able to be resumed.

13.8      Pursuant to 13.5 above, the Seller may at his absolute discretion withdraw from site until the site is in a condition where Works may be re-commenced whereupon the Buyer will pay the Seller’s standard extra visit charge forthwith or on demand.

13.9      Where supply and/or installation is delayed through no fault of the Seller the Buyer shall re-imburse the Seller for all direct expense and associated overheads howsoever incurred and relevant to this contract.

13.10   The Buyer shall ensure that a competent person of suitable authority shall be available to sign the Certificate of Completion and Satisfaction immediately upon completion of the Seller’s Works.  In the event that an additional site visit is required to secure such signature it shall be subject to an extra visit charge.

13.11   The Seller reserves the right to effect minor changes and improvements to the specification of the Works if, in its reasonable opinion, conditions on site warrant them.

13.12   The Buyer acknowledges that the nature of the Work will necessitate subsequent decoration work including (but not necessarily limited to) rectifying minor plaster disruption and making good paint finishes.  The Seller accepts no liability for such required works and the Buyer hereby accepts that the commissioning of others to perform these works shall be their responsibility and at their cost.

13.13   The Buyer acknowledges that the Seller’s timber will be untreated and as such the Buyer shall be responsible for treatment/decoration of the timber which shall be at the Buyer’s expense.

13.14   Where the Seller is to alter existing goods belonging to the Buyer, the Seller will use reasonable endeavours to prevent damage to them but will accept no liability for any damage howsoever caused owing to the formed/assembled nature of such goods.

 

14         INTELLECTUAL PROPERTY

14.1      All plans, drawings, specifications and details prepared by the Seller are the copyright of the Seller and the Buyer shall not reproduce or otherwise use such documentation in any manner which would constitute a breach of that copyright.

 

15         FORCE MAJEURE

15.1      In the event that the Seller is unable to perform its obligations to the Buyer (or only able to perform them at unreasonable cost) because of circumstances beyond the Seller’s control, the Seller may cancel or suspend any of its obligations to the Buyer without liability.

 

16         GENERALLY

16.1      All descriptions and samples are approximate only and intended to be a guide. The Seller accepts no liability for their accuracy. The Seller may alter Goods to introduce improvements and no such variation shall entitle the Buyer to rescind the contract or shall be the subject of any claim against the Seller.

16.2      If any of these Terms and Conditions shall be found to be unlawful it shall not vary or affect the validity or enforceability of the remainder of the terms and conditions.

16.3      No waiver by the Seller of any breach of these terms and conditions shall constitute a waiver of any subsequent breach of the same or other condition.

16.4      A person who is not a party to the contract between the Buyer and the Seller shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

16.5      The contract is entered into between the Seller and the Buyer as principals and the Buyer shall not be entitled to assign the benefit or burden of it without the prior written consent of the Seller.  The Seller shall be entitled to sub-contract the whole or part of its obligations under the contract and to assign its interest in the contract.

16.6      Nothing in this contract shall establish a partnership or agency between the Seller and the Buyer. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

16.7      This contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law.

 

17         Dispute resolution

17.1      Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 17.

17.2      The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

17.3      The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

17.3.1  Within 7 days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.

17.3.2  If the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

17.4      The specific format for the resolution of the dispute under clause 17.3.1 and, if necessary, clause 17.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

17.5      If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 17.3.2 then the matter may be referred to mediation.