Terms and conditions of use
Hallgate Timber Ltd Terms and Conditions
“The Seller” means Hallgate Timber Ltd. “The Buyer” means the person, firm or company to whom the goods and/or services are supplied subject to these conditions. “The Goods” means any goods materials or accessories agreed to be sold or delivered by the Seller to the Buyer subject to these conditions. “The Services” means any services (such as assembly, installation, modification etc) agreed to be provided by the Seller to the Buyer subject to these conditions. “The Contract” means any agreement for the provision of Goods and/or Services by the Seller to the Buyer. “The Conditions” means the terms and conditions of sale set out in this document.
2. Existence of Contract
These Conditions shall apply to all Contracts for the sale of Goods and/or provision of Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to imply under any purchase order or similar document. All orders for Goods and/or Services shall be deemed to be an acceptance by the Buyer to purchase Goods and/or Services pursuant to these Conditions. Acceptance of delivery of the goods in compliance with condition 6 shall also be deemed conclusive evidence of the Buyer’s evidence acceptance of these Conditions. No other particulars contained in any advertising matter, catalogue or other publications supplied by the Seller (including references to weights, dimensions or performances) nor any verbal or written representation by any employee or agent of the Seller shall form part of the Contract nor shall they be treated as constituting a representation on the part of the Seller unless the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977). These conditions supersede any prior agreements between the Seller and Buyer whether oral or written and any such prior agreements are cancelled upon acceptance of these Conditions but without prejudice to any rights which have already accrued to the Seller or the Buyer.
3. Amendments and Cancellation
No amendments or additions to these Conditions shall be binding on the Seller unless accepted in writing by the Seller. The Contract may not be cancelled by the Buyer except with the written consent of the Seller. The Buyer agrees to indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of the cancellation of the Contract by the Buyer.
4. Prices and Terms of Payment
All prices quoted are exclusive of VAT (unless otherwise stated) which will be due at the rate prevailing on the date of the Seller’s invoice. The quotation shall remain open for acceptance for a period of 30 days from the date of the quotation unless otherwise stated. The quotation price can be subject to variation by the Seller, if at any time between acceptance of the quotation by the Buyer and the provision of Goods and/or Services there is an increase in the costs of equipment, materials or labour. In such instances the Seller shall give the Buyer written notice of any variation in price quoted as soon as reasonably practicable. The quotation price is based on the work being done during the Seller’s normal working hours (Monday – Saturday 8.30am – 5.00pm) unless otherwise stated. The Seller reserves the right to make extra charges in respect of any period of time during which the Seller cannot proceed with the provision of Goods and/or Services on account of delays which have arisen through no fault of the Seller. The quotation price, unless otherwise stated, does not cover work by other trades or any statutory fees. Any additions or variations in Goods and/or Services shall be charged on a time and materials basis or be the subject of a separate quotation. Any defects or deficiencies found by the Seller in the existing surrounding area, which require to be attended to for satisfactory completion of the Goods and/or Services to be provided, or to satisfy any statutory requirements and not specifically referred to in the quotation shall be the responsibility of the Buyer. If the Buyer arranges for any part or the whole of such work to be carried out by the Seller, it shall be charged on a time and materials basis or be the subject of a separate quotation. Work carried out by the Seller, whether experimentally or otherwise, at the Buyer’s request will be charged for on a time and materials basis. Unless otherwise agreed in writing, payment by the Buyer is to be made in full upon the placing of an order with the Seller. If the Seller does not require payment in accordance with clause 4.10 above, then any stage payments required will be detailed in the quotation. If the supply of Goods and/or Services shall be suspended at the request of or by delayed by the Buyer, the Seller shall be entitled to payment for Goods and Services supplied up and until the date of suspension and to payment for any Goods and/or materials specially ordered by the Seller but not yet supplied to the Buyer. If any payment for the supply of Goods and/or Services becomes overdue by more than 30 days, then the Seller is entitled to interest thereon from the Buyer at the rate prescribed in the Late Payment of Commercial Debts (Interest) Act 1998 and its reasonable costs in respect of pursuing the payment.
If the Seller shall supply Goods and/or Services in accordance with the Buyer’s or his agent’s specifications, drawings or instructions then the Seller accepts no responsibility for any faults, omissions or defects in those specifications, drawings or instructions. Any
extra services required from the Seller arising by such faults, omissions or defects shall be charged on a time and materials basis or be the subject of a separate quotation. The Seller reserves the right to make any changes in the specifications, drawings, instructions or materials supplied by the Buyer and/or his agent that are necessary to ensure that they conform to any applicable safety or statutory requirement, and to make minor modifications to the specifications, drawings, instructions or materials supplied by the Buyer and/or his agent that the Seller believes are reasonably necessary or desirable. Prior to making such changes and/or minor modifications the Seller will notify the Buyer, so that the Buyer can make representations about the Seller’s proposed changes and/or minor modifications. Any additional costs incurred by the Seller as a result of any change and/or minor modifications under this condition shall be charged by the Seller on a time and materials basis or be the subject of a separate quotation. If due to changes in design by the manufacturer or through lack of availability the Seller cannot supply the Goods and/or Services originally specified in the quotation, the Seller will supply as near thereto as reasonably possible an alternative item and/or Services and the price shall be adjusted accordingly. If this is not acceptable to the Buyer, then he can cancel the Contract with the written consent of the Buyer (not to be unreasonably withheld) subject to the Buyer giving the Seller an indemnity as per condition 3.3 above. If the Buyer or his agent provides specifications, drawings or instructions then the Buyer must ensure that they will not result in the infringement of any intellectual property rights of a third party, or be in breach of any applicable law or regulation. The Buyer agrees to indemnify the Seller fully against any claim by a third party relating to the infringement of any intellectual property rights. When the Seller supplies drawings with a quotation, they shall be for demonstrative purposes only unless otherwise stated.
6. Delivery and Completion
If the Contract is for the supply of goods only then the following applies:-
Delivery dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates, nor shall time be of the essence in any contract. Where delivery to site is undertaken by the Seller, it is on the understanding that there is a suitable road to the point on the site where delivery is requested. If no such road exists, delivery will be made to the nearest point to which in the opinion of the Seller’s driver the Seller’s vehicle can safely proceed and unload.
If the Contract is for the supply of Goods and/or Services then the following applies:-
Completion dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to complete on any particular date or dates, nor shall time be of the essence in any contract.
7. Return of Goods
The Seller may at its sole discretion accept or reject any Goods which have been incorrectly ordered. In the event that the Seller decides to accept the return of such Goods, such acceptance shall be upon such terms as the Seller may determine and in particular the Seller reserves the right to charge for the carriage and handling of such goods.
8. Property and Risk
If the Contract involves the supply of Goods only, the risk of loss of or damage to the Goods shall pass to the Buyer on delivery. If the Contract is the supply of Goods and Services, the risk of loss or damage to the Goods shall not pass to the Buyer until delivery, and in the period between delivery and completion of the Services the risk of loss or damage to the Goods shall remain with the Buyer except to the extent that the loss or damage to the Goods is substantially caused through the fault or omission of the Seller. Property belonging to or supplied on behalf of the Buyer for the Seller to work on as part of the Services provided under the Contract will be held, worked on and carried at the Buyer’s risk. If the Buyer supplies software in the course of the Contract to the Seller, then the Buyer shall be responsible for any loss and damage whatsoever caused to any Goods, materials, equipment or computer software belonging to the Seller. In particular the Buyer shall be responsible in such circumstances for any repair costs incurred by the Seller as well as any losses and/or costs caused by the loss of production time due to the loss or damage to the Seller’s software. Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds a payment in full of the price of the Goods and Services and all other Goods and/or Services agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as the property and the Goods passes to the Buyer, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. Until such time as the property and the Goods passes to the Buyer (and provided the Goods are still in existence) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and, if the Buyer fails to do so forthwith, or in any event within 7 days of the Seller’s request, to enter upon any premises of the Buyer or any third party where the Goods are stored/kept and repossess the Goods. The Buyer shall be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall without prejudice to any other right or remedy of the Seller forthwith become due and payable.
9. Claims for Defects, Damage, Loss or Non-Delivery
If the Contract is for the supply of Goods only the Buyer shall inspect the Goods on delivery and shall within 3 days from the date of delivery as stated on the sales invoice notify the Seller in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or sample. Alternatively the Buyer shall notify the Seller within 3 months of delivery of the Goods if the alleged defect, shortage in quantity, damage or failure to comply with the description or sample is not reasonably discoverable on careful examination upon delivery. If the contract is for the supply of Goods and/or Services, the Buyer shall inspect the Goods and/or Services upon the completion of the Services and shall within 7 days notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. Alternatively the Buyer shall notify the Seller within 3 months of completion of the supply of Goods and/or Services if the alleged defect, shortage in quantity, damage or failure to comply with description or sample is not reasonably discoverable on careful examination upon completion of the Services. The Buyer shall notify the Seller in writing of any non-delivery of a whole consignment within 3 days of the date of despatch as stated on the sales invoice. If the Buyer shall fail to comply with the foregoing, the Goods and/or Services shall be conclusively presumed to be in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods. After acceptance the Buyer shall not be entitled to reject any Goods and/or Services which are in alleged non-accordance with the Contract and where the Buyer accepts or has been deemed to have accepted any Goods and/or Services then the Seller shall have no liability whatever to the Buyer or any third party in respect of the Goods and/or Services. If the Buyer establishes to the Seller’s reasonable satisfaction that the Goods and/or Services are not in accordance with the Contract or are defective the Buyer’s sole remedy in respect thereof shall be limited as the Seller may elect, to making good any shortage to repairing or replacing such Goods and/or Services or refunding all, or part of the Contract price against return of the Goods in good condition. If the Buyer has attempted to rectify any alleged defect or damage in the Goods and/or Services supplied, then this will invalidate any claim against the Seller save where such rectification is accepted by the Seller as being reasonably necessary on the grounds of safety. The Seller shall not be liable to the Buyer for any loss or damage, including additional work required, due to the Buyer using Goods and/or Services supplied by the Seller either before the Seller has completed the supply of those Goods and/or Services or before the Seller has provided written consent/approval for the Buyer to use those Goods and/or Services. If the Seller is not the manufacturer of the Goods supplied, then the manufacturer’s guarantee will be assigned to the Buyer and the Buyer’s remedies for defective Goods shall be in accordance with the manufacturer’s guarantee. The Seller’s liability to the Buyer whether for any breach of the Contract or otherwise shall not in any event exceed the Contract price and the Seller shall be under no liability
to the Buyer for any consequential or indirect loss suffered (including but not limited to loss of profits) or liability to third parties incurred by the Buyer. Subject to the provisions of this condition 9, all warranties, conditions or terms (whether implied by statute or otherwise) are hereby excluded provided that nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or shall effect the statutory rights of the Buyer dealing as a consumer (as defied in section 12 of the Unfair Contract Terms Act 1977).
10. Default by the Buyer
If the Buyer fails to make payment for the Goods and/or Services in accordance with condition 4 above or otherwise commits a breach of the Contract or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due, or if being a limited company, any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or if any distress or execution shall be levied upon any of the Buyer’s goods or a secured lender to the Buyer takes any steps to obtain possession of the property on which it is secured or otherwise to enforce its security, all sums outstanding in respect of the Goods and/or Services supplied shall become payable immediately. The Seller may at his absolute discretion without prejudice to any other rights which it may have:-
Suspend all future deliveries of Goods and/or Services to the buyer and/or terminate the Contract without liability on its part; and/or Exercise any of its rights pursuant to condition 8.
11. Set Off and Counterclaim
The Buyer shall not be entitled to withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any other reason whatsoever.
Any provision or term of these Conditions which is or maybe void or unenforceable shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect any other of the provisions of this Contract.
No waiver or forbearance by the Seller, whether express or implied, in enforcing any of its rights under this Contract shall prejudice its rights to do so in the future.
The headings to clauses are for convenience only and have no legal effect.
The validity, enforceability, construction and interpretation of this Contract shall be governed by English Law, and the parties shall submit to the jurisdiction of the Courts of England and Wales.
16. Exclusion of Third Party Rights
A party who is not a party to this Contract has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from the Act.