In these conditions the following terms apply:
“Supplier” means STONEHOUSE PROJECTS LTD , First Floor, Building A, Home Farm, The Avenue, Apperley Bridge, West Yorkshire
, BD17 7RH. “Customer” means the person whose order for the Goods is accepted by the Supplier.
“Goods” means the Goods that the Supplier is to supply in accordance with these Conditions.
“Conditions” means the standard terms and conditions of sale set out in this document including any special terms and conditions agreed in writing between the Supplier and the Customer.
“Contract” means the Contract for the purchase and the sale of the Goods.
“Order Acknowledgement “ means the notification issued by the Supplier to the Customer that the Customer’s order has been accepted.
The headings are for convenience only and shall not affect the interpretation of these Conditions.
2. FORMATION OF CONTRACT
Any order sent to the Supplier by the customer shall be accepted entirely at the discretion of the Supplier, and, if so accepted, will only be accepted upon these Conditions and by means of the Supplier’s standard order acknowledgement form.
Each order, which is so accepted, shall constitute an individual legally binding contract between the Supplier and the Customer and such contract is hereafter referred to in these Conditions as the Order Acknowledgement.
These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Customer, and no addition alteration or substitution of these terms will bind the Supplier or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Supplier’s behalf.
All Goods supplied are guaranteed against defective materials or workmanship from the date of invoice for a period of one year, including all mechanical and electrical items and components. Reference should be made to the Supplier’s sales literature regarding the specific guarantee on chair fabrics and upholstery.
The guarantee is subject to the following conditions:-
Goods being used for the purpose for which they were designed
The Supplier shall be under no liability in respect of any defect arising from wilful damage, negligence or failure to follow the Supplier’s instructions of use.
The Supplier shall be under no liability under this guarantee if the total price for the Goods has not been paid by the due date for payment.
If the Goods are to be manufactured in accordance with a specification submitted by the Customer, the Customer shall indemnify the supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in respect of any infringement of any intellectual property rights of any other person.
All Goods supplied by the Supplier shall be in accordance with the current edition of the relevant product description leaflet as supplied from time to time by the Supplier and those further specifications or descriptions (if any) expressly listed or set out on the face of the Order. No other specification, description or written or oral representation, correspondence or statement, promotional or sales literature shall from part of or be incorporated by reference into the Order.
The Customer shall be deemed to have accepted all Goods upon
The Supplier is entitled to assign or sub-contract any part of the Contract.
The Customer may not assign any part of the Contract without the prior written permission of the Supplier. Further, where the liability for payment is to be assigned the Supplier may require an indemnity.
7. PROPERTY AND RISK
Risk of damage to or loss of the Goods shall pass to the Customer:
In the case of Goods to be collected by the Customer, at the time the Customer takes possession of the Goods
In the case of Goods to be delivered by the Supplier, at the time of delivery or, if the Customer wrongfully fails to take delivery, at the time the Supplier has tendered delivery.
Ownership of the Goods delivered or collected shall only pass to the Customer when payment in full has been received for the price of the Goods and all other Goods agreed to be sold by the Supplier to the Customer for which payment is then due.
The Supplier will have ownership of the Goods remains until payment in full is received for the Goods.
In the event of the Customer being in breach of clause 9(a) below, the Supplier reserves the right to recover from the Customer all Goods for which payment has not been received and if necessary to enter upon the Customer’s premises. However it is the responsibility of the Customer to protect and/or insure any Goods that are in his possession or delivered to his premises.
Until such time as property in the Goods passes the Customer shall be entitled to resell the Goods, but shall account to the Supplier for the proceeds of sale of the Goods.
8. DELIVERY AND INSTALLATION
Delivery of the Goods shall be made by the Customer collecting the Goods at the Suppliers premises, at any time after the Supplier has notified the Customer that the Goods are ready for collection. If some other place for delivery is agreed, delivery is by the Supplier delivering the Goods to that place.
Whilst the Supplier will do all within its power to meet delivery dates these do not form a term of the Contact, and time of delivery shall not be of the essence.
All Goods on any order may at the option of the Supplier be delivered and/or invoiced separately.
If the Customer is unable to accept Goods for any reason or the Supplier unable to deliver owing to inadequate delivery instructions being
provided, the Supplier may cancel the order and/or charge the Customer with any reasonable extra costs incurred.
Where delivery is delayed at the request of the Customer a storage and handling charge will be made. The Supplier shall be entitled to arrange storage on behalf of the Customer, whereupon delivery shall be deemed to have taken place, all risk in the Goods shall pass to the Customer, and delivery to the Customer of the relevant warehouse receipt shall be deemed to be full and satisfactory delivery of the Goods for the purpose of Condition 8. All charges incurred by the Supplier for storage or insurance shall be paid by the Customer within 30 days of submission of an invoice. It is assumed that delivery will be to one location at ground floor level with easy vehicular access. Should this not be so it is the responsibility of the Customer to advise the Supplier, who may charge reasonable additional costs.
Where a lift is operational on site it will be assumed that this will be available for use by the Supplier unless the Customer gives advance notification that it may not be so used.
Where statue law, current standards, or working practice demand that electrical installation is tested and certified by a competent technician, the Customer shall be entirely responsible for such testing and certification unless the Supplier agrees prior to the installation to undertake this service.
Where the Contract requires employees of the Supplier to work at the Customer’s premises the Customer shall ensure its compliance with all Health and Safety at Work legislation.
If the Goods are to be installed by the Supplier it must be possible to assemble them without encumbrance during normal working hours.
Where installation is required outside of normal working hours an additional charge may be made for this service.
The Supplier reserves the right to invoice Goods at the prices published and ruling at the date of delivery. The Customer will be notified in writing of any change in prices following the Order Acknowledgement.
Where delivery and installation costs are applied to orders of a value in excess of £1,500 these will be shown as a separate invoice line at 10% of net invoice value.
The Supplier reserves the right to levy a £75 delivery charge against all orders.
The Supplier reserves the right to charge for any work carried out after the first original and second redraw.
Where a credit facility has been agreed, payment in full shall be made before the end of the month following the date of invoice and the time of payment of the price shall be the essence of the Contract. In all other cases, payment in full is required before acceptance of order.
Failure to make payment by the due date may result in
Interest being charged on any outstanding amount at 1% per month or part thereof
The Goods being repossessed
Further deliveries being suspended or cancelled
Payment in advance being required for all future Contracts.
The Customer is not entitled to set off against any sum owed to the Supplier any complaint or cross claim that the Customer may have against the Supplier.
11. DAMAGE/NON DELIVERY
Notification by the Customer of damage to Goods must be made within three days of their delivery.
No responsibility can be accepted for damage to Goods collected by the Customer.
Notification by the Customer of non-delivery of Goods or query relating to the invoice must be made within fourteen days of the date of the invoice.
12. CONSEQUENTIAL LOSS
Except in respect of death or personal injury caused by the Supplier’s negligence the Supplier accepts no liability for any consequential loss or damage whatsoever for any loss of profit, business, contracts, revenues, or anticipated savings, or for any special indirect or consequential damage of any nature whatsoever which arises out of or in connection with the supply of the Goods or their use or resale by the Customer.
Cancellation by the Customer can only be accepted by agreement in writing and a reasonable charge may be made.
Goods made to a special order cannot be cancelled.
Contracts are subject to cancellation by the Supplier due to force majeure (including an Act of God, war, strike, lock-out, fire, flood, drought, tempest, explosion, impact of chemical or radioactive contamination) or other cause beyond the control of the Supplier.
The Supplier may cancel the Contract by written notice without thereby incurring any liability should the Customer become insolvent or bankrupt, or make any composition or arrangement with creditors, or being a company, have an administrator or receiver appointed, or enter into liquidation either voluntary or compulsory or any execution or distress levied against the Customers’ goods.
All specifications, drawings, technical descriptions and pricing schedules submitted with the Supplier’s estimate or supplied to the Customer pursuant to the Contract are supplied in confidence and remain the property of the Supplier. The Customer shall not divulge any of the information to any third party without the express written permission of a Director of the Supplier. The Customer shall return
all specifications, drawings, technical descriptions and pricing schedules to the Supplier should the Supplier request them.
15. GOVERNING LAW AND ARBITRATION
The Contract and these Conditions shall be governed by the law of England and no Condition contained herein shall prejudice any statutory rights of the Customer or Supplier.
There shall be no Contract between the Supplier and Customer until an Order Acknowledgement is issued by the Supplier.
Unless it is previously agreed in writing by a Director of the Supplier, and confirmed on the Order Acknowledgement, the Contract shall be undertaken subject to these Conditions only. No other Conditions suggested by the Customer shall be valid.
Any dispute arising under of in connection with this Contract shall be referred to arbitration by a single arbitrator appointed by mutual agreement.
If any terms of the Contract or of these Conditions, not being of a fundamental nature, are held to be illegal or unenforceable the validity r enforceability of the remainder of the Contract shall not be affected thereby.