Terms & Conditions
HIGHGROVE BESPOKE JOINERS LIMITED
Terms and Conditions
General
1.
Any agreement, arrangement or contract in whatever form ("Contract") made between Highgrove Bespoke Joiners Limited ("Company") and any person who purchases goods or services from the Company ("Customer") shall be subject to these conditions ("Conditions"). These Conditions and the Contract cannot be varied other than in writing by the Company. By ordering goods or services from the Company, the Customer agrees to be bound by these Conditions and each such order shall constitute an offer by the party submitting it to purchase the goods or services specified in it (as subsequently amended or varied) subject to these Conditions. The offer shall be accepted ("Acceptance") by the Company issuing a written acknowledgement of order ("Acknowledgment") or (if earlier) providing some or all of the services or commencing the manufacture of some or all of the goods to which the offer relates. All estimates or quotations issued by the Company are non-binding and shall not constitute an offer capable of acceptance.
Specification
2.
The specification ("Specification") for goods and services shall be solely as stated in the later to be issued of the Company's quotation or estimate and the Acknowledgment. The Specification may only be varied in writing and such variation must be counter-signed by the Company. The Company shall produce the goods and provide the services to Specification.
Acceptance
3.
On Acceptance, the Company agrees to provide and or manufacture and the Customer agrees to purchase at the Price (as defined below) the goods and services to which the Acceptance relates.
Delivery
4.
The Customer shall take delivery of the goods to which the Contract relates within seven days of being notified by the Company that they are available for collection ("Notification").The Company may elect to make the goods available for delivery in instalments. Risk in the goods shall pass to the Customer on Notification and goods shall be delivered at the Company's premises in the Company's normal business hours conditional upon receipt by the Company of the Price (as defined below) in cleared funds. Any date for delivery specified by the Company is an estimate and time for delivery shall not be of the essence. Any goods which are not collected by a Customer in accordance with this clause 4 may be stored by the Company for such a period as it sees fit (in which event, all costs of storage ("Storage Costs") shall be for the Customer's account). Goods which remain uncollected 21 days after Notification may be sold by the Company and the Customer's liability to pay for such goods shall be discharged only as to the amount of the net proceeds of the sale in the event of such a sale. Services shall be delivered at the place specified in the Acknowledgment. For the avoidance of doubt, goods are transported at the Customer's risk.
Price and payment
5.
5.1.
Unless otherwise agreed by the Company in writing, the price ("Price") for goods or services shall be as set out in the Acknowledgment and (unless specified otherwise) shall be exclusive of Value Added Tax and all other taxes, levies, charges, packaging, labelling, delivery, insurance, loading, unloading and storage and other similar or other related costs or charges all of which amount(s) (if any) shall be payable by the Customer. Payment for goods or services shall be due, as to one half of the price ("Initial Payment"), within 5 days after Acceptance, as to 25% of the Price, within 5 days after acceptance (or, if earlier, on delivery) and, as to the remainder, on delivery. Time for payment shall be of the essence and the Company shall have no obligation to commence work in relation to a Contract until it has received the Initial Payment in cleared funds. The Customer shall pay the Price without deduction, set-off withholding or any similar abatement and the Price shall be satisfied upon receipt by the Company from the Customer of an amount equal to the Price in cleared funds. The Price shall be payable in full immediately upon termination (or purported termination) of the Contract by a Customer.
5.2.
Where the Price is not satisfied in full on or before the due date, all sums then owing by the Customer to the Company (whether due for payment or not) ("Overdue Monies") shall become immediately due and payable. The Company shall be entitled to charge interest on Overdue Monies at 5% above the base rate of Barclays Bank Plc (or any successor to its business) from time to time (both before and after judgment) and shall have no obligation (whether under a contract or otherwise) to deliver goods or services to the relevant Customer until such time as Overdue Monies are paid in full and any goods to which Overdue Monies relate shall (until such time) be deemed to have been uncollected within 21 days after Notification.
Title
6.
Title to Goods shall pass to the Customer upon the payment of the Price (pursuant to clause 5 above) and all Overdue Monies (if any). Until such time the Customer shall store such goods ("Unpaid Goods") at its premises in such manner as to prevent any deterioration in their condition, shall keep them separate from all other goods (of whatever nature) or fixtures, ensure that they are readily identifiable and insured against all usual risks and hold them on trust for the Company absolutely. At any time prior to title passing, the Customer shall immediately upon request from the Company deliver Unpaid Goods to the Company at the address specified by it for the purpose. The Customer agrees that the Company (or its agents or employees) may at any time enter its premises (at such times and by such means as the Company shall consider fit) without prior notice for the purpose of taking possession of and removing Unpaid Goods and agrees to allow such persons unrestricted access to any premises at which Unpaid Goods are kept for such purpose. After Unpaid Goods have been removed by or delivered to it, the Company shall be entitled to sell, pass good title to and give good receipt for the same to such person or persons as it considers fit provided that no such sale shall release the Customer (whether in whole or in part) from its obligation to pay the Price in respect of the same. Nothing in this clause shall prohibit or prevent the Company from bringing an action against the Customer for payment in full of the Price (or affect the Customer's liability to pay the same) notwithstanding (inter alia) that title in the same has not passed to the Customer.
Liability
7.
Nothing in the Contract shall operate to exclude or limit the Company's liability for fraudulent misrepresentation, death or personal injury caused by the Company's negligence. In respect of all other matters, the Company's aggregate liability under a Contract shall not exceed the Contract Price. The Company shall have no liability in respect of Storage Costs; any failure of a Customer to provide the correct specification for Goods, to advise of any changes required to a Specification or to notify it of errors in a Specification; any colour change in wood or other materials (whether during the manufacturing process or after delivery) or any and all costs, losses, expenses, claims or liabilities (including, without limitation, legal costs) incurred or suffered by the Company as a consequence of the non-payment by the Customer of the Price on the due date for payment and the Customer shall indemnify the Company in full for and against the same. The Customer agrees that the Price is calculated by taking account of this clause and shall insure against risks which are excluded or in respect of which the Company's liability is limited.
Third Parties
8.
The Contract shall be binding on the Customer's successors in title and shall not be assigned without the Company's written consent. No person who is not a party to the Contract shall be entitled to enforce its terms except that it shall be freely assignable by the Company.
Force Majeure
9.
If the Company is not able to carry on its business or satisfy its obligations under a Contract due to circumstances beyond its reasonable control, including, without limitation, acts of God, government, war, civil commotion, emergency, riot, fire, explosion, flooding, epidemics or other sickness, lock-outs, strikes or other labour disputes (whether or not relating to the workforce of a party to the Contract (delays or inabilities affecting carriers or suppliers) then the Company shall be entitled to unilaterally defer the delivery of goods or services or reduce the volume of goods to which a Contract relates or terminate the Contract (without liability) provided that, where such an event prevents the performance of a Contract for three months or more, the Customer shall be entitled to terminate the Contract (insofar as it relates to matters which are unperformed at the date of termination) by notice in writing to the Company but without prejudice to its liability to pay the Price (or that part of the Price which relates to matters done and/or goods or services delivered prior to the date of termination, (being the date on which such notice is received by the Company)).
Intellectual Property
10.
All intellectual property rights comprised in Goods shall remain the property of the Company and nothing in the Contract shall operate to transfer any interest in them to a Customer.
Insolvency
11.
The Company may (without prejudice to the obligations of the Customer under the Contract or any other remedies or rights it may have against the Customer) immediately suspend performance of or terminate the Contract (without liability to the Customer), if: the Customer commits a material breach of the terms of the Contract which is incapable of remedy or the Customer fails to remedy a breach which is capable of remedy within seven days after a request to do so from the Company; any distress or execution is delivered against any asset of the Customer; the Customer proposes to enter into or make any arrangement with (or for the benefit of) its creditors; it ceases or threatens to cease to carry on its business; the Customer is deemed unable to pay its debts when due within the meaning of section 123 of the Insolvency Act 1986; a meeting is called to consider a proposal to wind up the Customer (or any holding company of it) or a petition is presented to wind up the Customer or appoint a receiver in respect of all or part of its assets.
Entire Agreement/Other
12.
Nothing in a Contract shall create any relationship between the parties other than that of customer and supplier. No indulgence, forbearance or extension of time granted by a party to the Contract by the other shall act to diminish, extinguish or waive any right of such other. If a clause of a Contract is at any time held to be or becomes void, it shall be deemed to be omitted from the Contract and the validity of the other terms of the Contract shall not be affected by it. The Contract sets out the entire agreement and understanding between the parties to it in relation to its subject matter and supersedes all other agreements or arrangements in relation to that subject matter. The Contract shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to it.
Terms and Conditions
General
1.
Any agreement, arrangement or contract in whatever form ("Contract") made between Highgrove Bespoke Joiners Limited ("Company") and any person who purchases goods or services from the Company ("Customer") shall be subject to these conditions ("Conditions"). These Conditions and the Contract cannot be varied other than in writing by the Company. By ordering goods or services from the Company, the Customer agrees to be bound by these Conditions and each such order shall constitute an offer by the party submitting it to purchase the goods or services specified in it (as subsequently amended or varied) subject to these Conditions. The offer shall be accepted ("Acceptance") by the Company issuing a written acknowledgement of order ("Acknowledgment") or (if earlier) providing some or all of the services or commencing the manufacture of some or all of the goods to which the offer relates. All estimates or quotations issued by the Company are non-binding and shall not constitute an offer capable of acceptance.
Specification
2.
The specification ("Specification") for goods and services shall be solely as stated in the later to be issued of the Company's quotation or estimate and the Acknowledgment. The Specification may only be varied in writing and such variation must be counter-signed by the Company. The Company shall produce the goods and provide the services to Specification.
Acceptance
3.
On Acceptance, the Company agrees to provide and or manufacture and the Customer agrees to purchase at the Price (as defined below) the goods and services to which the Acceptance relates.
Delivery
4.
The Customer shall take delivery of the goods to which the Contract relates within seven days of being notified by the Company that they are available for collection ("Notification").The Company may elect to make the goods available for delivery in instalments. Risk in the goods shall pass to the Customer on Notification and goods shall be delivered at the Company's premises in the Company's normal business hours conditional upon receipt by the Company of the Price (as defined below) in cleared funds. Any date for delivery specified by the Company is an estimate and time for delivery shall not be of the essence. Any goods which are not collected by a Customer in accordance with this clause 4 may be stored by the Company for such a period as it sees fit (in which event, all costs of storage ("Storage Costs") shall be for the Customer's account). Goods which remain uncollected 21 days after Notification may be sold by the Company and the Customer's liability to pay for such goods shall be discharged only as to the amount of the net proceeds of the sale in the event of such a sale. Services shall be delivered at the place specified in the Acknowledgment. For the avoidance of doubt, goods are transported at the Customer's risk.
Price and payment
5.
5.1.
Unless otherwise agreed by the Company in writing, the price ("Price") for goods or services shall be as set out in the Acknowledgment and (unless specified otherwise) shall be exclusive of Value Added Tax and all other taxes, levies, charges, packaging, labelling, delivery, insurance, loading, unloading and storage and other similar or other related costs or charges all of which amount(s) (if any) shall be payable by the Customer. Payment for goods or services shall be due, as to one half of the price ("Initial Payment"), within 5 days after Acceptance, as to 25% of the Price, within 5 days after acceptance (or, if earlier, on delivery) and, as to the remainder, on delivery. Time for payment shall be of the essence and the Company shall have no obligation to commence work in relation to a Contract until it has received the Initial Payment in cleared funds. The Customer shall pay the Price without deduction, set-off withholding or any similar abatement and the Price shall be satisfied upon receipt by the Company from the Customer of an amount equal to the Price in cleared funds. The Price shall be payable in full immediately upon termination (or purported termination) of the Contract by a Customer.
5.2.
Where the Price is not satisfied in full on or before the due date, all sums then owing by the Customer to the Company (whether due for payment or not) ("Overdue Monies") shall become immediately due and payable. The Company shall be entitled to charge interest on Overdue Monies at 5% above the base rate of Barclays Bank Plc (or any successor to its business) from time to time (both before and after judgment) and shall have no obligation (whether under a contract or otherwise) to deliver goods or services to the relevant Customer until such time as Overdue Monies are paid in full and any goods to which Overdue Monies relate shall (until such time) be deemed to have been uncollected within 21 days after Notification.
Title
6.
Title to Goods shall pass to the Customer upon the payment of the Price (pursuant to clause 5 above) and all Overdue Monies (if any). Until such time the Customer shall store such goods ("Unpaid Goods") at its premises in such manner as to prevent any deterioration in their condition, shall keep them separate from all other goods (of whatever nature) or fixtures, ensure that they are readily identifiable and insured against all usual risks and hold them on trust for the Company absolutely. At any time prior to title passing, the Customer shall immediately upon request from the Company deliver Unpaid Goods to the Company at the address specified by it for the purpose. The Customer agrees that the Company (or its agents or employees) may at any time enter its premises (at such times and by such means as the Company shall consider fit) without prior notice for the purpose of taking possession of and removing Unpaid Goods and agrees to allow such persons unrestricted access to any premises at which Unpaid Goods are kept for such purpose. After Unpaid Goods have been removed by or delivered to it, the Company shall be entitled to sell, pass good title to and give good receipt for the same to such person or persons as it considers fit provided that no such sale shall release the Customer (whether in whole or in part) from its obligation to pay the Price in respect of the same. Nothing in this clause shall prohibit or prevent the Company from bringing an action against the Customer for payment in full of the Price (or affect the Customer's liability to pay the same) notwithstanding (inter alia) that title in the same has not passed to the Customer.
Liability
7.
Nothing in the Contract shall operate to exclude or limit the Company's liability for fraudulent misrepresentation, death or personal injury caused by the Company's negligence. In respect of all other matters, the Company's aggregate liability under a Contract shall not exceed the Contract Price. The Company shall have no liability in respect of Storage Costs; any failure of a Customer to provide the correct specification for Goods, to advise of any changes required to a Specification or to notify it of errors in a Specification; any colour change in wood or other materials (whether during the manufacturing process or after delivery) or any and all costs, losses, expenses, claims or liabilities (including, without limitation, legal costs) incurred or suffered by the Company as a consequence of the non-payment by the Customer of the Price on the due date for payment and the Customer shall indemnify the Company in full for and against the same. The Customer agrees that the Price is calculated by taking account of this clause and shall insure against risks which are excluded or in respect of which the Company's liability is limited.
Third Parties
8.
The Contract shall be binding on the Customer's successors in title and shall not be assigned without the Company's written consent. No person who is not a party to the Contract shall be entitled to enforce its terms except that it shall be freely assignable by the Company.
Force Majeure
9.
If the Company is not able to carry on its business or satisfy its obligations under a Contract due to circumstances beyond its reasonable control, including, without limitation, acts of God, government, war, civil commotion, emergency, riot, fire, explosion, flooding, epidemics or other sickness, lock-outs, strikes or other labour disputes (whether or not relating to the workforce of a party to the Contract (delays or inabilities affecting carriers or suppliers) then the Company shall be entitled to unilaterally defer the delivery of goods or services or reduce the volume of goods to which a Contract relates or terminate the Contract (without liability) provided that, where such an event prevents the performance of a Contract for three months or more, the Customer shall be entitled to terminate the Contract (insofar as it relates to matters which are unperformed at the date of termination) by notice in writing to the Company but without prejudice to its liability to pay the Price (or that part of the Price which relates to matters done and/or goods or services delivered prior to the date of termination, (being the date on which such notice is received by the Company)).
Intellectual Property
10.
All intellectual property rights comprised in Goods shall remain the property of the Company and nothing in the Contract shall operate to transfer any interest in them to a Customer.
Insolvency
11.
The Company may (without prejudice to the obligations of the Customer under the Contract or any other remedies or rights it may have against the Customer) immediately suspend performance of or terminate the Contract (without liability to the Customer), if: the Customer commits a material breach of the terms of the Contract which is incapable of remedy or the Customer fails to remedy a breach which is capable of remedy within seven days after a request to do so from the Company; any distress or execution is delivered against any asset of the Customer; the Customer proposes to enter into or make any arrangement with (or for the benefit of) its creditors; it ceases or threatens to cease to carry on its business; the Customer is deemed unable to pay its debts when due within the meaning of section 123 of the Insolvency Act 1986; a meeting is called to consider a proposal to wind up the Customer (or any holding company of it) or a petition is presented to wind up the Customer or appoint a receiver in respect of all or part of its assets.
Entire Agreement/Other
12.
Nothing in a Contract shall create any relationship between the parties other than that of customer and supplier. No indulgence, forbearance or extension of time granted by a party to the Contract by the other shall act to diminish, extinguish or waive any right of such other. If a clause of a Contract is at any time held to be or becomes void, it shall be deemed to be omitted from the Contract and the validity of the other terms of the Contract shall not be affected by it. The Contract sets out the entire agreement and understanding between the parties to it in relation to its subject matter and supersedes all other agreements or arrangements in relation to that subject matter. The Contract shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to it.
Registered Office:
1st floor, Brailsford House
Knapp Lane
Cheltenham
GL50 3QA
1st floor, Brailsford House
Knapp Lane
Cheltenham
GL50 3QA
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