JESTERMARK t/a N G SHOP FRONT SYSTEMS – STANDARD TERMS AND CONDITIONS OF BUSINESS
Daleside House, Park Road East, Calverton, Nottingham, NG14 6LL, 0115 9655655, www.ngshop frontsystems.co.uk, Co.Reg.6960996
‘the Company’ -NG Shop Front Systems
‘the Purchaser’ -The person or company to be supplied with the goods or services by the Company
‘the Goods or Services’ -Materials, labour or other items to be supplied pursuant to the Contract
‘the Contract’ -The contract for sale and purchase of the Goods or Services between the Company and the Purchaser
These conditions apply to sales of Goods and Services by the Company and shall prevail over any inconsistent terms or conditions or referred to in the Purchaser’s order in correspondence or elsewhere unless specifically agreed to in writing by the Company. Any conditions or stipulations to the contrary are hereby excluded or extinguished.
3. ACCEPTANCE OF ORDER
Quotations are valid for a period of 8 weeks and are deemed an invitation to treat only. No order shall be binding upon the Company unless the Purchaser has confirmed such order. Contracts cannot be varied, rescinded or determined otherwise than upon terms expressly agreed by the Company and the Purchaser.
Orders can only be accepted by telephone if the Purchaser quotes an official Order Number. A telephone order must be confirmed in writing and the Purchaser must mark such written order with any confirmation reference given by the Company.
Any delivery or installation date in the Contract is given in good faith. Delay shall not be a breach of term, condition or warranty whether express or implied. Neither shall the Purchaser be entitled to cancel any Contract or to any rights to damages whether liquidated or non-liquidated or compensation for any loss by reason of or in consequence of such delay.
Delivery shall be ex-works and at the Purchaser’s premises. Carriage will be arranged at the request and expense of the Purchaser. The Purchaser shall inspect and test the Goods within 7 days and shall give notice in writing of any damage, shortage or any other matter where the Goods are not in accordance with the Contract. Failure by the Purchaser to give notice within the time specified above shall bar any claim in respect of the Goods whatsoever, the Goods being deemed to have been accepted.
The Company reserves the right to deliver in more than one consignment and to invoice each consignment separately unless instructed otherwise in writing by the Purchaser.
Unless the prices quoted are stated as fixed, the prices payable for the Goods and Services shall be those charged by the Company at the time of despatch. The Company shall have the right at any time to revise the quoted prices to take account of increases in costs.
Quoted prices are ex-works and are exclusive of VAT, packing and delivery.
6. TERMS OF PAYMENT
The price is exclusive of VAT which shall be due at the rate ruling and applicable on the date of the Company’s invoice.
All invoices from the Company marked “Interim” shall be due for payment together with VAT applicable thereon immediately upon presentation of that Interim invoice. Payment of the final invoice together with VAT applicable shall be due within 30 days of the date of that invoice. Time for payment shall be of the essence.
The Purchaser may not withhold payment of any invoice or other amount due to the Company by reason of any right or set off or Counterclaim which the Purchaser may have or allege to have whether against the Company or otherwise or for any reason whatever.
The Company shall have the right to charge interest on overdue accounts at the appropriate rate, pursuant to the Late Payment of Commercial Debts (Interest) Act, above the Barclays Bank PLC base rate from time to time to run from the due date for payment thereof until receipt by the Company of the full amount.
Should the credit worthiness of the Purchaser have deteriorated prior to delivery the Company may require full or partial payment, or the security for payment by the Purchaser in a form acceptable to the Company.
Prospective customers wishing to open a credit account are requested to submit two trade and one bankers’ reference. Delivery will not be made unless payment in full has been received with the Order or payment has been made against a pro forma invoice.
7. CANCELLATION AND RETURNED GOODS
Should an order be cancelled prior to materials being ordered there will be a 10% charge of the total project value for administration costs. Alternatively, should the order be cancelled following the materials required having been ordered, the full amount for those materials will be invoiced to the Purchaser.
No cancellation or amendment of an order will be accepted where goods have been specifically ordered or purchased by the Company to meet the Purchaser’s requirement.
The Goods remain the sole and absolute property of the Company, until full payment of the agreed price has been received.
Until such payment, the Purchaser shall be in possession of the Goods solely as bailee for the Company and in a fiduciary capacity and the Purchaser shall store the Goods in such a way as to enable them to be identified as the property of the Company.
The Company shall not be liable to any shortage in the quantity delivered unless a claim in writing shall have been received from the Purchaser within 7 days of delivery of the Goods. Where liability for any shortage is accepted, the Company’s only obligation shall be to make good such shortage.
In the event of a failure in quality to comply with any specification, the Company shall replace or repair free of charge provided written notice is given to the Company within 1 month of delivery of the Goods after which all liability on the Company’s part shall cease.
The Company’s aggregate liability to the Purchaser for any reason shall under no circumstances exceed the cost of the defective, damaged or undelivered Goods which gave rise to such liability as determined by the net price invoiced in respect of any occurrence or series of occurrences.
Subject to the foregoing, all conditions, warranties or representations expressed or implied by statute, common law or otherwise in relation to the Goods are hereby excluded. Furthermore the Company shall be under no liability to the Purchaser for any loss, damage or injury direct or indirect, resulting from defective material, faulty workmanship or otherwise howsoever arising out of the Contract and whether or not caused by the negligence of the Company, its servants or agents, save that the Company shall accept liability for death or personal injury caused by the negligence of the Company.
10. SUB-CONTRACTING AND DELEGATION
The Company may licence, delegate or sub-contract any part of its rights and obligations under this Contract without the Purchaser’s consent.
Any variations necessary in the opinion of the Company to the proper carrying out and completion of the Contract shall be permissible and not entitle the Purchaser to withhold any payment due or seek compensation if they are affected as long as the Company shall first have notified the Purchaser in writing before carrying out such variations.
If any variations in the drawings or specifications as originally submitted are required by the Purchaser then they must be notified to the Company within a period of 7 days from the date of the Contract or, if later, as soon as shall be identified and if agreed to by the Company shall be carried out but charged for in addition and the Company reserves the right to amend any relevant terms and conditions which the Parties have agreed to and which the Company deems necessary including the description of the Goods, terms for Payment and the practical completion date.
12. FORCE MAJEURE
The Company shall not be liable to the Purchaser for any loss or damage, which may be suffered as a direct or indirect result of the supply or installation of the Goods or Services by the Company being prevented, hindered or delayed by reason of any Force Majeure circumstances.
For the purpose of this condition, Force Majeure shall be deemed to include any cause affecting the performance of the contract arising from or attributable to acts, events or circumstances beyond the reasonable control of the Company and in particular without limiting the generality thereof shall include, industrial action, civil commotion, riot, invasion, war threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster, acts or restraints of government.
Failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
14. If either party hereto has cause to complain or claim to seek damages, restitution, reimbursement or otherwise from the other, then such complaint or claim must be made and given in writing to that other party within 14 days of the cause for doing so occurring or if not known at the time then within 14 days of such cause being known, suspected or drawn to the attention of the party alleging. Failure to do so shall be regarded as proof that there is no substance in the complaint or claim.
Any notice required to be given herein in writing shall be deemed to have been duly given if sent by pre-paid first class post, fax or E-mail addressed to the party concerned at its principal place of business or last known address.
All headings are for ease of reference only and shall not affect the construction of the Contract.
17. GOVERNING LAW
The Contract shall be governed by and construed and interpreted in accordance with English Law and for the purposes of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the English Courts.