Terms & Conditions of Supply
In these Conditions “the Supplier” shall mean Sublime Retail Display Ltd or any company or firm which carries on the business as a result of change of name, incorporation or amalgamation.“The Customer” shall mean the person, company or authority contracting the Supplier for its supply of labour and materials.“Site Premises” shall mean the office, shop, warehouse or other premises at which the contract works are to be performed.
“Contract Works” shall mean those works briefly described overleaf and/or contained in the specifications annexed hereto.
“Products” shall mean all those materials, products and equipment described overleaf and/or contained in the specifications annexed hereto.
2. The Contract
A. All the terms of the contract between the Supplier and the Customer are contained in this document and no variation shall apply thereto unless confirmed by the Supplier in writing. All other conditions warranties representations express or implied those as to title hereby expressly excluded.
B. Any waiver by the Supplier of strict compliance of any of the terms and conditions herein shall not affect the obligations of the Customer strictly to comply with all the terms and conditions at any future time.
C. Descriptions and illustrations contained in the Suppliers catalogues brochures price lists and other advertisement matter do not form part of the contract, which, for the avoidance of all doubt, is not a sale by description.
D. The Suppliers estimate constitutes an invitation to treat.
E. The Customer may make an offer to the Supplier on its invitation only in the matter prescribed in Clause F hereof and for a period of one month from the date of the estimate. At the expiration of the said period the estimate is automatically withdrawn without notice from the Supplier
F. The Customer may make the offer by signing the estimate and returning it to the Supplier with a deposit as indicated on the suppliers estimate.
G. Upon receipt of the signed estimate and clearance of the customers cheque for the deposit, the Suppliers may (at any time before the Customer expressly withdraws his offer) accept the Customers offer whereupon a contract incorporating these terms and conditions is made and is binding upon the parties.
H. (a). Where specifications and drawings or details in respect thereof are to be supplied by the Customer then the Customer should apply all such specifications and drawings and details at the time it makes an offer to the Suppliers.
(b). If the Customer instructs the Supplier to proceed without specifications drawings or details then the Supplier will not be liable for any discrepancy in the work performed and the Customers particular requirements as to specifications.
3. THE CONTRACT PRICE
A. The Supplier necessarily reserves the right to vary an estimated price after the contract has been made as a result of unforseen changes in material costs or duties and taxes payable by the Supplier.
B. Any alterations to specifications during the currency of the work will constitute an addition to the estimated price.
C. The Contract Price shall be the price stated in the suppliers invoice or invoices.
D. Unless otherwise stated all prices quoted on the estimate the Suppliers invoice or any other documents are exclusive of VAT.
4. TERMS OF PAYMENT.
A. Unless otherwise stated on the Order overleaf the Suppliers terms of Payments is due of the Contract price less any deposit paid on completion or within 30 days of the date of the suppliers invoice, whichever is the earlier.
B. If Payment is not made by the due date the Supplier reserves the right to charge interest at the rate of 2% per month by separate invoice on the Contract Price, or any balance thereof outstanding
5. PARTICULAR OBLIGATIONS AND RESPONSIBILITIES BETWEEN THE CUSTOMER AND SUPPLIER
A. Any dates given by the Supplier for the commencement of the Contract Works or for the delivery of the products are given as an indication only and whilst the Supplier undertakes to use its best endeavours to comply with such dates times shall not be responsible for any consequential losses incurred by the Supplier in respect of late performance.
B. The Supplier uses good quality materials but regrettably can accept no liability whatsoever in respect of minor blemishes and imperfections not guaranteed by the manufacturer of the materials.
C. Where the Customer requires and where practically possible the Supplier will undertake the Contract Works whilst the Customer carries on business at the Site Premises but such an arrangement will be entirely at the Customer risk as to damage to stock fixtures and fittings and furniture at the site premises injury to the Customer the Customer’s employees servants or agents and injury to visitors of any nature to the Site Premises.
D. In all cases it is the Customers responsibility to ensure that the Supplier has access to all areas of the Site Premises to be worked upon from time to time and in particular to ensure all stock fixtures and fittings and furniture which might obstruct the supplier is removed.
E. The Customer shall be liable to reimburse the Supplier for any additional moving of stock fixtures and fittings and furniture or other making ready to enable free access for the performance of the Contract Works at the Site Premises which is required.
F. The Supplier accepts no responsibility to the Customer’s stock fixtures fittings and furniture which is not removed or properly covered by the Customer and the Customer leaves any such items at the Site Premises at his own risk.
G. The Supplier will use all reasonable skill and care in the performance of the Contract Works but accepts no responsibility for damage to existing floor coverings wallpaper or other decorative finishes at the Site Premises.
H. The Customer shall treat strictly as confidential any drawings and specifications issued by the Supplier to the Customer before or after, the contract is made.
I. The Customer agrees to permit and provide access with or without vehicle to the Supplier and its servants and workmen at all reasonable times in order to perform the Contract Works.
J. The Customer agrees to provide at all times on the Site Premises without charge to the Supplier all lighting, water supply, facilities for storage of plant and materials, and a safe suitable electrical supply as may be reasonably necessary to enable the Supplier to carry out the Contract Works.
K. The Supplier shall be under no liability in tort or otherwise for any personal injury loss or damage of whatsoever kind or howsoever caused arising from the use of the Site Premises completion of the Contract Works.
6. RISK FOR MATERIALS
Risk in respect of Products or materials and equipment to be used by the Supplier in the performance of the Contract Works shall pass immediately to the Customer upon the same materials and equipment being delivered to the Site Premises.
Delivery of the Products or materials referred to in Clause 6 hereof shall not transfer ownership in them to the Customer. The ownership of the materials shall remain vested in the Supplier until such time as payment has been received by the Supplier of the full contract price including, where applicable, interest thereon pursuant to sub-clause 4B. On receipt of such payment by the Supplier, ownership in the Products or materials shall forthwith pass to the Customer.
8. DEFAULT IN PAYMENT
A. If the Customer shall make default in payment or shall be in default of any other of his obligations to the Supplier or if any distress or execution shall be levied upon the Customer’s property or assets or if the Customer shall make or offer to make any arrangements or composition with his Creditors or commit any act of Bankruptcy or if any Notice or Petition or Receiving Order in Bankruptcy shall be presented or made against him, or if a Customer being a Limited Company any resolution to wind-up such Company’s business (other than for the purposes of any amalgamation or reconstruction) shall be passed or presented or if a Receiver of such Company’s undertakings property or assets or any part thereof shall be appointed the Supplier shall have the right forthwith to determine any contracts then subsisting between the Supplier and the Customer and upon written notice of such determination being posted to the Customer’s last known address any such contract shall be deemed to have been determined without prejudice to any claim or right the Supplier may otherwise make or exercise.
B. In the case in default in payment by a Customer after delivery of any materials at any time before ownership in the Products or materials shall have passed to the Customer in accordance with Clause 7 hereof the Supplier may give notice to the Customer requiring delivery of the Product or materials to the Supplier. In all such cases the Supplier may (whether with or without previous notice) itself retake possession of the Products or Materials and the Supplier in such circumstances is hereby irrevocably authorised by the Customer to enter the premises on which the products or materials are situated and to remove the same at the Customer’s expense.
Once a contract has been made in accordance with Clause 2 hereof it cannot be cancelled except with the Suppliers consent and upon such terms as shall indemnify the Supplier against any loss incurred thereby, including the retention of any deposit paid by the customer.
Upon delivery of the Products or completion of the Contract Works the Customer is under an obligation to make an immediate and thorough inspection of the Products or the works performed. The Supplier shall be under no duty to attend to any defects whatsoever not notified to it in writing within seven days of delivery or completion of the Contract Works.
No right power or remedy herein conferred upon or reserved to the Supplier is exclusive of any other right power or remedy herein or by law or equity provided permitted or conferred.
The Supplier shall not be liable for failure to perform in whole or in part any of its obligations hereunder by reason of act of God war insurrection Government Regulations embargoes strikes or Lock-outs flood fire tempest or cause beyond the control of the Supplier.
The Clause headings in these conditions are for convenience only and shall not be taken into account on any construction of these terms and conditions.