Terms & Conditions
In these conditions the following terms apply:
“Supplier” means STONEHOUSE PROJECTS LTD, 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.
2.1 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.
2.2 Each order, which is so accepted, shall constitute an individual legally binding contract between the Supplier and the Customer.
2.3 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.
FORMATION OF CONTRACT
3.1 All Goods supplied are guaranteed against defective materials or workmanship and are guaranteed for a period of 12 months from the date the Supplier purchases the goods from its Supplier and includes all mechanical and electrical items and components.
3.2 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:-
3.2.1 Goods being used for the purpose for which they were designed;
3.2.1, 3.2.2 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;
3.2.3 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.
4.1 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.
4.2 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 form part of or be incorporated by reference into the Order.
4.3 If the Goods are to be designed from the Customer’s design brief, basic working drawings may be produced for approval. For additional design work and/or revisions the Supplier will levy charges at its current design rate.
5.1 The Customer shall be deemed to have accepted all Goods upon delivery.
ASSIGNMENT / SUB-CONTRACTING
6.1 The Supplier is entitled to assign or sub-contract any part of the Contract.
6.2 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 shall be entitled to require an indemnity from the Customer.
RISK / TITLE
7.1. The goods are at the risk of the Customer from the time of delivery. Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
7.1 .1 The Goods; and
7.1.2 All other sums which are or which become due to the Supplier from the Customer on any account
7.2. Until ownership of the Goods has passed to the Customer, the Customer shall:
7.2.1 Hold the Goods on a fiduciary basis as the Supplier's bailee;
7.2.2 Where applicable, store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property;
7.2.3. Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.2.4. Maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier.
7.3 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
7.3.1 Any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
7.3.2 Any such sale shall be a sale of the Supplier's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale
7.4 The Customer's right to possession of the Goods shall terminate immediately if:
7.4.1 The Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator of the Customer or notice of intention to appoint an administrator is given to the Customer or its Directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, or resolution is passed or a petition presented to any court for the winding-up of the Customer of for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
7.4.2 The Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
7.4.3 The Customer encumbers or in any way charges any of the Goods.
7.5 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
7.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
7.7 Where the Supplier is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Supplier to the Customer in the order in which they were invoiced to the Customer.
7.8 On termination of the Contract, howsoever caused, the Supplier's (but not the Customer's rights) contained in this condition shall remain in effect.
DELIVERY AND INSTALLATION
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the Customer’s premises. If some other place for delivery is agreed, delivery is by the Supplier delivering the Goods to that place.
8.2 Whilst the Supplier will do all within its power to meet delivery dates these do not form a term of the Contract, and time of delivery shall not be of the essence.
8.3 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 is 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.
8.4 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 14 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.
8.5 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.
8.6 Where statue, 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.
8.7 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.
8.8 If the Goods are to be installed by the Supplier it must be possible to assemble them without encumbrance during normal working hours.
8.9 Installation by the Supplier assumes access is available to a clear site. Downtime incurred by the Supplier will be charged at the Supplier’s current installation rate.
8.10 Where installation is required outside of normal working hours an additional charge may be made for this service.
9.1 Quotations submitted to the Customer are valid for a period of 30 days following the quotation date and are an estimate based upon the information provided and are subject to final specification.
9.2 Design costs are not included within the Supplier’s standard quotations unless otherwise stated.
9.3. No allowance is made within the Supplier’s standard quotation for project management services unless otherwise stated.
9.4 The Supplier reserves the right to invoice Goods at the prices published and ruling at the date of delivery.
9.5 No allowance has been made for legal costs unless otherwise stated.
9.6 The Customer will be notified in writing of any change in prices following the Order Acknowledgement.
9.7 The production of documentation in regard to Health & Safety files and O & M Manuals has not been allowed for within the Supplier’s standard quotations unless otherwise stated.
9.8 Where delivery and installation costs are applied, these will be shown as a separate invoice line. The Supplier reserves the right to levy a delivery charge against all orders.
9.9 The Supplier reserves the right to charge for any work carried out after the first original and second redraw.
9.10 All prices quoted are excluding VAT which will be charged at the applicable rate at time of invoicing.
10.1 Where a credit facility has been agreed, payment in full shall be made within 14 days of the date of invoice and the time of payment of the charges shall be the essence of the Contract. In all other cases, payment in full is required on or before Order Acknowledgement.
10.2 Where a payment structure has been agreed, namely ‘Payment Schedule', between the Supplier and the Customer, stage payments are required to be made at agreed dates to avoid possible programme delays.
10.3 Failure to make payment by the due date may result in:
10.3.1 Interest being charged on any outstanding amount at 1% per month or part thereof;
10.3.2 The Goods being repossessed;.
10.3.3 Further deliveries being suspended or cancelled;.
10.3.4 Onsite works suspended; and
10.3.5 Payment in advance being required for all future Contracts.
10.4 Where deposit payments are agreed, onsite works and/or furniture will not commence or be ordered until cleared funds have been received in the Supplier’s bank.
10.5 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.
10.6 Any query relating to the invoice must be made in writing within 7 days of the date of invoice.
DAMAGE / NON DELIVERY
11.1 Notification by the Customer of damage to Goods must be made in writing on the day of delivery and accompanied by photographic evidence.
11.2 No responsibility can be accepted for damage to Goods collected by the Customer.
11.3 Notification by the Customer of non-delivery of Goods must be made in writing within 24 hours.
12.1 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/services or their use or resale by the Customer.
13.1 Once an order acknowledgement has been raised by the Supplier goods cannot be cancelled by the Customer.
13.2 Contracts are subject to suspension or 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.
13.3 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.
14.1 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 24 months after the delivery of the Goods solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Goods.
14.2 Any consent given by the Supplier in accordance with clause 14.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor.
15.1 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.
15.2 The Customer shall not divulge any of the information to any third party without the express written permission of a Director of the Supplier.
15.3 The Customer shall return all specifications, drawings, technical descriptions and pricing schedules to the Supplier should the Supplier request them within 7 days.
16.1 The Contract and these Conditions shall be governed by the law of England and no Conditions contained herein shall prejudice any statutory rights of the Customer or Supplier.
16.2 There shall be no Contract between the Supplier and Customer until an Order Acknowledgement has been issued by the Supplier.
16.3 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.
16.4 In the event of any disputes arising out of or in relation to this agreement the Customer and the Supplier must first use their respected best endeavours to consult and negotiate with each other, in good faith and recognising their mutual interests and attempt to reach a just and equitable settlement of the dispute. If after first endeavours the dispute is not resolved a meeting is to be held and attended by all relevant parties to attempt to resolve the dispute. All liaison in relation to the dispute is to be accurately recorded. If no resolvement is agreed then the matter is to be issued for Dispute Resolution with a mediator such mediator to be selected by the Supplier’s accountants.
16.5 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 or enforceability of the remainder of the Contract shall not be affected thereby.
16.6 All variations must be directed in writing to the Supplier, or where verbally instructed backed up in writing within 24 hours. The Supplier will then cost the variations and return the quotation within 7 days for approval. Where instructions have been given for works to be carried out immediately or pre-estimated, to prevent potential delays on site, then this will be deemed as acceptance of estimate
ACKNOWLEDGEMENT OF THESE TERMS AND CONDITIONS
The Customer is deemed to be in acceptance of these terms upon receipt by the Supplier of a purchase order or letter of intent to use the services of the Supplier.
Ref SPL/TsCsT 25.07.16r6