Heritage Decking ® Ltd
Terms and Conditions of Sale
- DEFINITIONS AND INTERPRETATION
- The definitions and rules of interpretation in this Clause apply to these Conditions.
“Contract” means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
“Customer” means the person, firm or company that purchases the Goods and/or services from the Supplier.
“Decking Boards” The composite or wooden boards which will form the surface of the deck.
“Goods” The goods or any part of them set out in the Quotation, including Decking Boards
“Order” means the Customers’ order for the supply of Goods and/or Services as set out in the Quotation.
“Quotation” The quotation which appears on the front of this document.
“Services” means the services supplied by the Supplier to the Customer as set out in the Quotation.
“Specification” means in relation to Goods, any specification for the Goods (including any relevant plans or drawings that is produced by the Supplier and agreed in writing by the Customer) and in relation to the Services, the description or specification for Services provided by the Supplier to the Customer.
“Supplier” means Heritage Decking Ltd
“Trade Marks” means the registred trade marks of the Supplier as detailed:
UK registered trade mark number UK00003441756 word mark HERITAGE DECKING
UK registered trade mark number UK00003441760 device mark, in classes 19 & 37
- BASIS OF THE SALE
- The Quotation constitutes an Offer by the supplier to supply Goods and/or Services to the Customer in accordance with these Conditions.
- The Offer shall be deemed to be accepted when the Customer accepts the terms set out in the Quotation and pays any deposit requested as a condition of acceptance, on which date the Contract shall come into existence (Commencement Date).
- The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made, or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of the Goods and/or Services.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- All of these Conditions shall apply to the supply of both Goods and Services.
- The Supplier shall deliver the Goods to the location set out in the Quotation or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
- Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location.
- Any dates quoted for the delivery of the Goods shall be approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
- The Customer shall not be entitled to reject the goods if the Supplier delivers up and including 5 per cent more or less than the quantity ordered.
- The colour of the Decking Boards is liable to fade following exposure to UV light from when they were first installed. Such fading is to be expected and will not amount to a breach of the Contract.
- The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (Warranty Period) the Goods shall:
- conform in all material respects with their description and any applicable Specification;
- be free from material defects in design, material and workmanship;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- be fit for any purpose specified by the Supplier.
- Subject to clause 4c iv, if;
- the Customer gives notice in writing during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 4b;
- the Supplier is given a reasonable opportunity of examining such Goods and the breach is accepted;
- the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods
- If the defective Goods are no longer available for what ever reason the Supplier shall use reasonable endeavours to supply replacement Goods that are similar in appearance and of an equivalent quality.
- The Supplier shall not be liable for the failure of the Goods to comply with the warranty in clause 4b if:
- the Customer makes any further use of such Goods after giving a notice in accordance with clause 4c;
- the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good practice;
- the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of the Supplier; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions.
- Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 4b.
- The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
` 5. TITLE AND RISK
- The risk in the Goods shall pass to the Customer on completion of delivery.
- Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) to:
- the Goods; and
- any other goods that the Supplier has supplied to the Customer.
- Until title to the Goods has passed to the Customer, the Customer shall:
- hold the Goods on a fiduciary basis as the Supplier’s bailee;
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery; and
- give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
- SUPPLY OF SERVICES
- The Supplier shall provide the Services to the Customer in accordance with the Quotation in all material respects.
- The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
- The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- CUSTOMERS OBLIGATIONS
- The Customer shall;
- Ensure that the terms of the Quotation and the information it provides in the Specification are complete and accurate;
- The Customer shall pay for the Goods and Services on the date specified in the Quotation;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier, with unimpeded access to the Customer’s premises (and for the avoidance of doubt, the areas or locations where the Services are to be performed), and other facilities as reasonably required by the Supplier to provide the Services; and
- prepare the Customer’s premises for the supply of the Services including any planning permission consent which is the full responsibility of the customer, not the supplier; and
- retain all trade marks on the Goods as supplied.
- If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
- the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Suppliers’ performance of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations set out in Clause 7a, and
- the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier directly or indirectly from the Customer Default.
- CHARGES AND PAYMENT
- The price of the Goods shall be the price set out in the Quotation.
- The Supplier reserves the right to;
- increase the price of the Goods, by giving to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to;
- any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification in respect of the Goods; or
- any delay caused by instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
- Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then Bank of England’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
- LIMITATION OF LIBILITY
- Nothing in these Conditions shall limit or exclude the Supplier’s liability for;
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or section 4 of the Consumer Rights Act 2015 (title and possession);
- Subject to clause a;
- the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for the loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract, and
- the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Contract price.
- Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by the law, excluded from the Contract.
- Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if;
- the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach.
- CONSEQUENCES OF TERMINATION
- On termination of the Contract for any reason;
- the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately upon receipt;
- the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
- the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Force Majeure;
- For the purposes of this Contract, Force Majeure Event means an event beyond the control of the Supplier including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
- If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
- Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by email to the other party’s main email number.
- Intellectual Property Rights
The Supplier is the owner & registered proprietor of the Trade Marks. Any goodwill derived from the use of the Trade Marks shall accrue to the Supplier. The Customer shall not copy the Trade Marks or do or fail to do any act whereby the validity, enforceability or the Supplier’s ownership, reputation or goodwill associated with the Trade Marks is likely to be prejudiced.
- Waiver and cumulative remedies;
- A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, not preclude or restrict its future exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- If a court or any other competent authority funds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
- Third Parties
- A person who is not a party to the Contract shall not have any rights under or in connection with it.
- A variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
- Governing Law and Jurisdiction
- This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.