| DEFINITIONS |
|
| 1. |
In these conditions the following terms shall have
the following meanings: |
| ‘Company’ |
Vekni Timber Sawmills Limited Company Number 03411294 |
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AND/OR |
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Roadside Trees Limited Company Number 5112009 |
| ‘Consumer’ |
Someone not in business for themselves. |
| ‘Contract’ |
Any Contract for the sale of Goods/Supply of Services
by the Company to the Customer. |
| ‘Customer’ |
The Customer of the Company. |
| ‘Goods’ |
Any Goods/Services forming the subject of this Contract
including parts of, or materials incorporated in, them
(or as detailed overleaf) |
| ‘Price’ |
The price as detailed in the quotation. |
| ‘Services’ |
Any services forming the subject of the Contract |
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|
| QUOTATION |
| 2.1 |
Quotations by the Company unless otherwise stated
in them shall be open for acceptance within 30 days of the date
of the quotation. |
| 2.2 |
A schedule of works shall accompany each quotation and the
quotation will only cover the works contained within the attached
schedule. Any additional work shall be charged at a further
amount to be agreed with the Customer. |
| 2.3 |
Where the Company is requested to proceed with Contract without
a quotation being issued, the Company shall be entitled to charge
for Goods in line with the Company price list and charge for
Services based on the Company’s current prices for labour
and materials. |
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|
| EXISTENCE OF CONTRACT |
| 3.1 |
No Contract shall come into existence until the Customer’s
order (however given) is accepted by the Company’s written
acceptance. |
| 3.2 |
These conditions shall be incorporated in the Contract to
the exclusion of any terms or conditions stipulated or referred
to by the Customer. |
| 3.3 |
No variation or amendment of this Contract or oral promise
or commitment related to it shall be valid unless committed
to writing and signed by or on behalf of both parties. |
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|
| PRICES |
| 4.1 |
The Price for the Goods and/or Services excludes VAT and any
other taxes or duties, which will be charged at the rate or
rates applicable at the date of invoice from the Company to
the Customer. |
| 4.2 |
The Company shall have the right to adjust its prices for
any increase in the price of materials, parts, labour, transport,
changes in work or delivery, schedules or quantities or any
other costs of any kind arising for any reason after the date
of the Contract. |
| 4.3 |
Price changes shall take effect on the date of service on
the Customer of notice of the change. |
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|
| TITLE |
| 5.1 |
Risk in the Goods shall pass to the Customer on delivery and
until title passes to the Customer the Customer shall keep the
Company indemnified against all loss or damage to the Goods
or depreciation in their value and shall keep them fully insured,
and shall not remove the Goods or allow them to be removed from
the address to which they are delivered and shall keep them
in good condition and complete and shall not allow them to become
the subject of any charge or lien, whether by operation of law
or otherwise. |
| 5.2 |
Notwithstanding the earlier passing of risk, title in the
Goods shall remain with the Company and shall not pass to the
Customer until the amount due under the invoice for them (including
interest and costs) has been paid in full. |
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|
| PAYMENT |
| 6.1 |
Business Customers will be required to provide a purchase
order number upon signing the Contract. The Company will then
issue an invoice in accordance with its standard terms of credit
once the Goods have been delivered and/or the Services have
been provided. |
| 6.2 |
Business Customers with Contracts over the value of £6000
and which are expected to last in excess of 14 days will be
required to make staged payments. Details will be provided in
the quotation. |
| 6.3 |
A deposit of 10% of the Price is payable by Consumers upon
the signing of the Contract. |
| 6.4 |
The balance of the Price is payable by Consumers upon delivery
of the Goods or completion of the Services. |
| 6.5 |
The Company reserves the right to charge interest at a rate
of 8½ % per annum above the base rate of HSBC Bank PLC
from time to time in force on invoices not paid by the due date
(whether before or after Judgment) and to require reimbursement
to the Company by the Customer of all costs and expenses (including
legal costs) incurred in the collection of any overdue amount. |
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|
| DELIVERY |
| 7.1 |
The Goods are delivered to the Customer when the Company makes
them available to the Customer or any agent of the Customer
or any carrier who shall be the Customer's Agent (whoever pays
its charges) at the Company's premises or other delivery point
agreed by the Company. |
| 7.2 |
Risk in the Goods passes when they are delivered in accordance
with clause 7.1. |
| 7.3 |
The Company may at its discretion deliver the Goods by instalments
in any sequence. |
| 7.4 |
Where the Goods are delivered by instalments, no default or
failure by the Company in respect of any one or more instalments
shall vitiate the Contract in respect of the Goods previously
delivered or undelivered Goods. |
| 7.5 |
The Company may deliver to the Customer and the Customer shall
accept in satisfaction of the Contract a lesser number than
the number of Goods ordered. |
| 7.6 |
Provided that the Customer provides to the Company all necessary
documentation and information when required the Company will
use its reasonable endeavours to deliver the Goods or complete
the Services on or before the dates quoted by the Company but
the Customer acknowledges that such completion and delivery
dates are approximate only and shall not form part of the Contract
and the Customer acknowledges that in the performance expected
of the Company no regard has been paid to any quoted completion
dates. |
| 7.7 |
If the Customer fails: - |
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(i) to take delivery of the Goods or any part of them on the
due date or allow Services to be provided; and
(ii) to provide any instructions or documents required to enable
the Goods to be delivered or Services to be provided on the
due date,
(iii) the Company may, on giving written notice to the Customer
store or arrange for the storage of Goods, and on service of
the Notice:
risk in the Goods shall pass to the Customer;
delivery of the Goods and completion of the Services shall be
deemed to have taken place; and
the Customer shall pay to the Company all costs and expenses,
including storage, any redelivery and insurance charges arising
from its failure. |
| 7.8 |
The Company shall not be liable for any penalty, loss, injury,
damage or expense arising from any delay or failure in delivery
or performance from any cause at all nor shall any such delay
or failure entitle the Customer to refuse to accept any performance
of or repudiate the Contract. |
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|
| CLAIMS |
| 8.1 |
The Company shall have no liability with regard to any claim
in respect of allegedly defective Goods or Services unless any
claim is made in writing to the Company containing full details
of the claim within 10 days of delivery of the Goods or provision
of the Services. |
| 8.2 |
The Company shall be afforded reasonable opportunity and facilities
to investigate any claims made under this condition, and the
Customer shall, if so requested in writing by the Company, promptly
return any Goods the subject of any claim and any packing materials
securely packed and carriage paid to the Company for examination. |
| 8.3 |
The Company shall have no liability with regard to any claim
in respect of which the Customer has not complied with the claims
procedures in these conditions. |
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|
| SCOPE OF CONTRACT |
| 9.1 |
Under no circumstances shall the Company have any liability
of whatever kind for: |
| 9.1.1 |
any defects resulting from wear and tear, accident, improper
use by the Customer or use by the Customer except in accordance
with the instructions or advice of the Company or the manufacturer
of any Goods or neglect or from any instructions or materials
provided by the Customer; |
| 9.1.2 |
any Goods, which have been altered, modified or repaired except
by the Company; |
| 9.1.3 |
the suitability of any Goods for any particular purpose or
use under specific conditions whether or not the purpose or
conditions were known or communicated to the Company; |
| 9.1.4 |
any substitution by the Customer of any materials not forming
part of any specification of the Goods agreed in writing by
the Company; |
| 9.1.5 |
any descriptions, illustrations, specifications, drawings
and particulars of dimensions submitted by the Company contained
in the Company’s catalogues, price lists or elsewhere
since they are merely intended to represent a general idea of
the Goods and not to form part of the Contract or be treated
as representations; |
| 9.1.6 |
any technical information, recommendations, statements or
advice furnished by the Company, its servants or agents not
given in writing in response to a specific written request from
the Customer before the Contract is made; or |
| 9.1.7 |
any variations in the quantities or dimensions of any Goods
or changes of their specifications or substitution of any materials
if the variation or substitution does not |
| 9.1.8 |
materially affect the characteristics of the Goods, and the
substituted materials are of quality equal or superior to those
originally specified. |
| 9.1.9 |
any damage caused to the Customer’s property as a result
of necessary action taken by the Company in order to complete
the Services unless the cost of making good any damage is included
in the Price |
| 9.2 |
Customers should note that wood is a natural product and the
Company cannot be held liable for any warping, bending, discolouration
or other natural change that occurs; therefore, Customers should
be aware that the appearance, but not the functionality of the
finished Goods may be affected by the above. |
| 9.3 |
For the avoidance of doubt nothing in this Contract shall
confer on any third party any benefit or other right to enforce
any term of this Contract. |
| 9.4 |
Nothing in these terms and conditions shall affect the statutory
rights of a Consumer. |
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|
| EXTENT OF LIABILITY |
| 10.1 |
The Company shall have no liability to the Customer for any
loss or damage of any nature arising from any breach of any
express or implied warranty or condition of the Contract or
any negligence, breach of statutory or other duty on the part
of the Company or in any other way out of or in connection with
the performance or purported performance of or failure to perform
the Contract except:
for death or personal injury resulting from the Company’s
negligence; and
as expressly stated in these conditions. |
| 10.2 |
If the Customer establishes that any Goods or Services have
not been delivered, have been delivered damaged or do not comply
with their description the Company shall, at its option, replace
with similar goods any Goods which are missing, lost or damaged
or do not comply with their description, allow the Customer
credit for their invoice value or repair any damaged Goods or
Services. |
| 10.3 |
If the Customer establishes that any Goods are defective the
Company shall, at its option, replace with similar goods or
repair any defective Goods, allow the Customer credit for their
invoice value or to the extent that the Goods are not of the
Company's manufacturer assign to the Customer (so far as the
Company is able to do so) any warranties given by the manufacturer
of the Goods to the Company. |
| 10.4 |
The delivery of any repaired or replacement Goods shall be
at the Company’s premises or other delivery point specified
for the original Goods. |
| 10.5 |
Where the Company is liable in accordance with this condition
in respect of only some or part of the Goods or Services the
Contract shall remain in full force and effect in respect of
the other or other parts of the Goods or Services and no set-off
or other claim shall be made by the Customer against or in respect
of such other or other parts of the Goods or Services. |
| 10.6 |
No claim against the Company shall be entertained for any
defect arising from any design or specification provided or
made by the Customer in respect of the Goods or Services or
if any adjustments, alterations or other work has been done
to the Goods or Services by any person except the Company. |
| 10.7 |
No claim against the Company shall be entertained in respect
of any Goods altered or Services in accordance with any design
or specification provided or made by the Customer. |
| 10.8 |
The Company shall not be liable where any Goods, the price
of which does not include carriage, are lost or damaged in transit
and all claims by the Customer shall be made against the carrier.
Replacements for such lost or damaged Goods will, if available,
be supplied to the Customer at the prices ruling at the date
of dispatch. |
| 10.9 |
In no circumstances shall the liability of the Company to
the Customer under this condition exceed the invoice value of
the Goods or Services. |
| 10.10 |
The Company shall have no liability to the Customer for any
loss, damage, costs, expenses or other claims for compensation
arising from any information or instructions supplied by the
Customer which are incomplete, incorrect, inaccurate, illegible,
out of sequence or in the wrong form, or arising from their
late arrival or non-arrival, or any other fault of the Customer. |
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|
| GENERAL |
| 11.1 |
The Company may sub-contract the performance of this Contract
in whole or in part. |
| 11.2 |
The Company may at its discretion suspend or terminate the
supply of any Goods or Services if the Customer fails to make
any payment when and as due or otherwise defaults in any of
its obligations under the Contract or becomes insolvent, has
an administrative receiver appointed of its business or is compulsorily
or voluntarily wound up or the Company bona fide believes that
any of those events may occur, and in case of termination may
forfeit any deposit paid. |
| 11.3 |
The Company shall have a lien on all the Customer's property
in the Company's possession for all amounts due at any time
from the Customer and may use, sell or dispose of that property
as agent for and at the expense of the Customer and apply the
proceeds in and towards the payment of such amounts on 28 days
notice in writing to the Customer. On accounting to the Customer,
for any balance remaining after payment of any amounts due to
the Company and the costs of sale or disposal of the Company
shall be discharged of any liability in respect of the Customer's
property. |
| 11.4 |
If the Goods are manufactured or the Services provided
in accordance with any design or specification provided or
made by the Customer, the Customer warrants that its design
or specification and any materials provided by the Customer
are not: -
a) in breach of any, regulation, code of practice or acceptable
use policy; or,
b) in breach of confidence, copyright or other intellectual
property rights, privacy or any other right of any third party
and the Customer shall compensate the Company in full on
demand for all claims, expenses and liabilities of any nature
in connection with them, including, but not limited to, any
claim, whether actual or alleged that the design or specification
infringes the rights of any third party. |
| 11.5 |
Except for any of the following which is expressly agreed
to be included in the Goods or Services, all patterns materials
drawings specifications and other data provided by the Company
shall remain its property and all technical information, patentable
or unpatentable, copyright and registered designs arising from
the execution of any orders shall become the property of the
Company. |
| 11.6 |
The company will perform and complete the Contract and shall
provided all supervision labour materials, plant transport and
temporary works which may be necessary. Any variation in the
provision of the supervision labour materials, plant transport
or temporary works will not entitle the Customer to a reduction
in the Contract Price unless agreed by the Company in advance. |
| 11.7 |
Practical completion of the whole of the Contract shall occur
when the Services reach a state when notwithstanding any defect
or outstanding items therein they are taken or fit to be taken
into use or possession by the Customer |
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|
| CONFIDENTIALITY |
| 12 |
The Customer shall not at any time whether before or after
the termination of the Contract divulge or use any unpublished
technical information deriving from the Company or any other
confidential information in relation to the Company’s
affairs or business or method of carrying on business. |
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| CANCELLATION |
| 13.1 |
Orders for Goods which have to be made specially for the Customer
will be charged in full unless written notice of cancellation
is received by the Company not later than 14 days before the
expected delivery date quoted in the Company’s order acknowledgement
and manufacture of them or any components for them has not commenced
at the date of that notice. Orders for stock items may be cancelled
by written notice at any time before the Goods are allocated
to the Contract, but if a cancellation notice is received after
the Goods have been allocated to the Contract then a packing
and handling charge will be payable by the Customer. |
| 13.2 |
If written notice of cancellation is received in accordance
with clause 13.1 above not later than two days before the expected
delivery date, the Company reserves the right to require the
Customer to pay the Company for work carried out by the Company
in part performance of the Order for Goods and for any Goods
or Services ordered by the Company from its suppliers in relation
to the Order for Goods/Services. A cancellation charge of 10%
of the total value of the Contract will also be payable by the
Customer. |
| 13.3 |
If the start or progress of the service or any part thereof
is delayed for any of the following reasons
a) delay in receipt by the Company of the necessary instructions
drawings or other information
b) failure by the Customer to give adequate access to the
land required to perform the Services
c) failure by the Customer to obtain the necessary permissions
from the local authority or other governing body such that
the services can take place
d) delay in receipt by the Company of materials to be provided
by the Customer under the Contract
e) any delay impediment prevention or default by the Customer
f) other special circumstances of any kind whatsoever outside
the control of the Company
then provided the Company has taken all reasonable steps
to avoid or minimize any delay or costs the Customer shall
release the Company from the initial Contract agreement for
completion of the Services and reimburse the Company for any
costs incurred as a result of that delay in line with Clause
13.2 |
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| FORCE MAJEURE |
| 14.1 |
The Company shall not be liable for any failure in the performance
of any of its obligations under this Contract caused by factors
outside its control. |
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| LAW AND JURISDICTION |
| 15 |
The Contract shall be governed by English law and the Customer
consents to the exclusive jurisdiction of the English courts
in all matters regarding it except to the extent that the Company
invokes the jurisdiction of the courts of any other country.
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| NOTICES |
| 16.1 |
Any notice given under this Contract shall be in writing and
may be served.
(i) personally,
(ii) by registered or recorded delivery mail,
(ii) by facsimile transmission (confirmed by post) |
| 16.2 |
Each party’s address for the service of notices shall
be the address set out in the confirmation of order. |
| 16.3 |
The notice shall be deemed to have been served:
(i) if it was served in person at the time of service,
(ii) if it was served by post, 48 hours after it was posted.
(iii) if it was served by facsimile transmission, at the time
of transmission. |
