Terms and Conditions
Definitions:
Private Clients are Domestic customers
Commercial customers are Business customers, Housing Groups, Local Authority, Education or Landlords.
Private Clients - Effective 01/03/2009
The following terms and conditions (“the conditions”) are the terms on which Emanuel Spence Ltd (“the Company”) sells Goods and services and supersedes all other terms and conditions relating to those Goods and services.
1.
Orders, price and payment.
1.1 The price (exclusive of VAT) for the Goods and services (“the Price”) shall be the quoted price of the Company and the payment of the Price shall be made by the Buyer within 14 days of the date (“the Due Date”) of the invoice for the Goods and services
1.2 If the Price is not paid by the Due Date interest shall accrue both before and after any court judgement on the unpaid portion of the Price at the rate of four per cent above the base rate from time to time of Barclays Bank Plc.
1.3 Any cancellation of any order by the Buyer must be in writing
2.
Goods and services.
The description and quantity of the Goods and services to be sold (“the Goods and services”) shall be as set out in the quotation provided by the Company to the Buyer (“the Quotation”).
3.
Delivery
3.1 The Company shall deliver the Goods and services to the Buyers address (or Location ) and on the date as both are shown on the Quotation. Time shall not be of the essence for delivery. The Buyer shall make all the necessary arrangements to take delivery of the Goods and services on the day notified by the Company for delivery.
4.
Acceptance
The Buyer shall be deemed to have accepted the Goods and services if they have not been rejected on or before the seventh day after the delivery. The Buyer shall carry out a thorough inspection of the Goods and services within 48 hours of delivery and shall give written verification to the Company within five days of delivery of any defects which reasonable examination would have revealed. The Buyer shall not be entitled to reject the Goods and services in whole or in part after such a date.
5.
Title and risk
The Goods and services shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title of the Goods and services shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover the Goods and services. Until title passes the Buyer shall hold the Goods and services as bailee for the Company and shall store or make them so that they can at all times be identified as the Goods and services of the Company.
6.
Limitation of Liability
6.1 Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods and services.
6.2 Without prejudice to condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer in any way from this agreement.
7.
Force majuere
The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including but, not limited to Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply of Labour or materials.
8.
General
8.1 If any tremor provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court or competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
8.2 The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
8.3 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of these Conditions.
9.
Third party rights.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract ( Rights of Third Parties ) Act 1999 or for any other purpose.
10.
Entire Agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
11.
Governing law and
jurisdiction
The laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
12.
Manufacture, design and
performance
1.1 Should the Buyer wish to vary the design after the Installation has started or during the installation or delivery, the Company reserves the right to make additional charges at its current day works rates to alter or replace the item.
1.2 Finish – the Company will endeavour to produce a finish that is acceptable and fit for the purpose the Goods and services are to be used for. Any minor defects which are not immediately visible are to be accepted as within normal tolerances.
1.3 Performance – the Company does not accept liability for the design and or performance of the Goods and services or product unless the Company have been responsible for 100% of the design and specification.
13.
Rights of the consumer
Nothing in these Conditions shall affect the statutory rights of a consumer.
Commercial Clients - Effective 01/03/2009
The following terms and conditions (“the conditions”) are the terms on which Emanuel Spence Ltd (“the Company”) sells to other businesses and supersedes all other terms and conditions used by the Company.
1.
Orders, price and payment.
1.1 No contract shall come into existence until the Company confirms the order for the Goods and services in writing.
1.2 The price (exclusive of VAT) for the Goods and services (“the Price”) shall be the quoted price of the Company and the payment of the Price shall be made by the Buyer within 30 days of the date (“the Due Date”) of the invoice for the Goods and services. ( Unless clause 1.5 applies )
1.3 If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgement on the unpaid portion of the Price at the rate of eight per cent above the base rate from time to time of Barclays Bank Plc.
1.4 Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.
1.5 The Company reserves the right to ask for a 30% deposit with the Buyers order. Should the deposit remain unpaid the Company reserves the right to hold the order. Where the contract is to be completed within 14 days no interim claim will be made unless the value of the order exceeds £50,000.00, when an interim request for payment may be made. The Company reserves the right to ask for an interim claim for Goods and services supplied at the end of 14 days, and the terms for payment of this claim will be 14 days. Should the interim claim remain unpaid the Company reserves the right to withhold the further supply of Goods and services until the payment is received. The Company will not be responsible for any financial loss or delay caused by this action.
2.
Goods and services.
The description and quantity of the Goods and services to be sold (“the Goods and services”) shall be as set out in the quotation provided by the Company to the Buyer (“the Quotation”).
3.
Delivery
3.1 The Company shall deliver the Goods and services to the Buyers address (or Location ) and on the date as both are shown on the Quotation. Time shall not be of the essence for delivery. The Buyer shall make all the necessary arrangements to take delivery of the Goods and services on the day notified by the Company for delivery.
3.2 Where Goods and services are being delivered to the Company by a sub-contractor or third party, any delay in such Goods and services will not be the responsibility of the Company, if the Buyer is notified in reasonable time – to give the Company or the Buyer time to choose an alternative sub-contractor or supplier.
4.
Acceptance
The Company must be advised in writing by the delivery of any defects the Goods and services as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods and services if they have not been rejected on or before the seventh day after the delivery. The Buyer shall not be entitled to reject the Goods and services in whole or in part thereafter.
5.
Title and risk
The Goods and services shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title of the Goods and services shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover the Goods and services. Until title passes the Buyer shall hold the Goods and services as bailee for the Company and shall store or make them so that they can at all times be identified as the Goods and services of the Company.
6. Limitation of Liability
6.1 Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods and services.
6.2 Without prejudice to condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer in any way from this agreement. No penalty clauses will be agreed to by the Company unless agreed in writing prior to the start of the contract.
7.
Force
majuere
The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including but, not limited to Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply of Labour or materials.
8.
General
8.1 If any tremor provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court or competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
8.2 The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
8.3 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of these Conditions.
9.
Contract
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract ( Rights of Third Parties ) Act 1999 or for any other purpose.
10.
Entire
Agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
11.
Governing
law and jurisdiction
The laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
12.
Manufacture,
design and performance
1.1 Should the Buyer wish to vary the design after the Installation has started or during the installation or delivery, the Company reserves the right to make additional charges to alter or replace the Goods or services.
1.2 Finish – the Company will endeavour to produce a finish that is acceptable and fit for the purpose the Goods and services are to be used for. Any minor defects in items which are not immediately visible are to be accepted as within normal production tolerances.
1.3 Performance – the Company does not accept liability for the design and or performance of the Goods and services or product unless the Company have been responsible for 100% of the design and specification.
13. Storage of Goods and
services on site and Installation
The Buyer is responsible for any Goods and services delivered to the Site or in the process of installation. Any damage caused to the Goods and services will be charged to the Buyer. Unless otherwise specified the Buyer is responsible to provide a secure storage area during installation or delivery.
13.
Installation
Should the conditions of site change or be materially altered since the last set of working drawings or site survey given to or carried out by the Company, the Company reserves the right to make additional charges to cover the additional costs.
14.
Additional
works
Any additional works or alterations will be carried out on a day works basis and mileage and accommodation will be charged in additions if required. The day works charges will be those current at the time of the Contract – unless otherwise agreed in advance.