Terms
1. Interpretation
1.1 Definitions. In these terms and conditions the following definitions apply:
Client: The person or firm who purchases the Goods and/or Services.
Conditions: These terms and conditions as amended from time to time in accordance with clause 10.4.
Contract: The contract between Design by Timber and the Client for the supply of Goods and/or Services in accordance with these Conditions.
Design by Timber: TSH Limited trading as Design by Timber, registered in England and Wales with company number 05361102 whose registered office address is Orchard Barn, Lydeway, Devizes, Wiltshire, SN10 3PU
Goods: The goods (or any part of them) set out in the Order.
Order: The Client’s order for the supply of Goods and/or Services as set out in the Client’s written acceptance of Design by Timber’s quotation.
Services: The services (or any part of them) set out in the Order.
2. Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Design by Timber issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Price and payment
3.1 The price for the Goods and/or Services shall be the price set out in the Order and unless otherwise stated is exclusive of VAT and the costs of packaging, insurance and transport which shall be paid by the Client when payment of the price becomes due.
3.2 Payment of the price shall be made by the Client to Design by Timber as follows (On smaller jobs this may vary):
3.2.1 40% in advance of job commencement;
3.2.2 40% 7 days prior to the commencement of installation;
3.2.3 20% on practical completion.
4. Additional Goods and/or Services
4.1 If additional Goods and/or Services are requested by the Client which do not form part of the Order or events occur which could not reasonably have been foreseen at the Commencement Date and which have the effect of amending the Order, any additional costs reasonably and fairly incurred by Design by Timber will be charged to the Client.
5. Quality
5.1 Design by Timber warrants that on delivery the Goods shall be free from defects in design and workmanship and be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.2 If within a reasonable time of delivery the Client gives notice in writing to Design by Timber that the Goods do not comply with the warranty set out in clause 5.1, Design by Timber shall at its option repair or replace the defective Goods.
6. Risk and title
6.1 The risk in the Goods shall pass to the Client on delivery to the Client’s premises.6.2 Title to the Goods shall not pass to the Client until Design by Timber has received payment in full (in cash or cleared funds) for the Goods and any other amounts due under the Contract.
6.3 Until title to the Goods has passed to the Client, the Client shall hold the Goods on a fiduciary basis as Design by Timber’s bailee; store the Goods separately from all other goods held by the Client so that they remain readily identifiable as Design by Timber’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 Design by Timber’s behalf from the date of delivery to the Client’s premises.
6.4 If before title to the Goods passes to the Client, the Client suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business, or becomes subject to an event to which the Insolvency Act 1986 applies, then, without limiting any other right or remedy Design by Timber may have, Design by Timber may enter any premises of the Client or of any third party where the Goods are stored in order to recover them.
7. Intellectual property rights
7.1 All intellectual property rights in or arising out of or in connection with the Goods and/or Services shall remain the property of Design by Timber.
8. Limitation of liability
8.1 Nothing in these Conditions shall limit or exclude Design by Timber’s liability for:
8.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 Fraud or fraudulent misrepresentation;
8.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
8.1.4 Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.1.5 Defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1, Design by Timber shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
8.3 The Client acknowledges that Design by Timber does not warrant any Goods supplied by a third party which will be subject only to the manufacturer’s warranty.
8.4 Design by Timber shall not be liable for any loss or damage arising from the actions of the Client or any other third parties.
8.5 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 law, excluded from the Contract.
9. Termination
9.1 Without limiting its other rights or remedies, Design by Timber may suspend the performance of its obligations or terminate the Contract with immediate effect by giving written notice to the Client if the Client:
9.1.1 Commits a material breach of its obligations under the Contract and fails to remedy that breach within 14 days after notice in writing of the breach;
9.1.2 Fails to pay any amount due under the Contract on the due date for payment;
9.1.3 Suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
9.1.4 Becomes subject to an event to which the Insolvency Act 1986 applies.
10. Consequences of termination
10.1 On termination of the Contract for any reason:
10.1.1 The Client shall immediately pay to Design by Timber all of Design by Timber’s outstanding unpaid invoices and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, Design by Timber shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.1.2 The Client shall return all of the Goods which have not been fully paid for. If the Client fails to do so, then Design by Timber may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
10.1.3 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.
11. General
11.1 Force majeure: For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Design by Timber including but not limited to strikes, lock-outs or other industrial disputes, 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. Design by Timber shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Design by Timber from providing any of the Goods and/or Services for more than 12 weeks, Design by Timber shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
11.2 Assignment: Design by Timber may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Client shall not, without the prior written consent of Design by Timber, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.3 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.4 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Design by Timber.
11.5 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.
