1. Definitions and Interpretations
1.1 “Agreement” shall mean these agreed Terms and Conditions for the supply of Products and provision of Services.
1.2 “Arbitrator” shall mean the person or body appointed to settle a dispute
between the Supplier and the Customer.
1.3 “Customer” shall mean the person or organisation that orders the Products and Services from the Supplier.
1.4 “Order” shall mean the formal acceptance of the Proposal by the Customer.
1.5 “Products” shall mean all Products supplied by the Supplier in the course of this Agreement.
1.6 “Proposal” shall mean the written statement of the Products and Services that the Supplier offers to the Customer.
1.7 “Services” shall mean all Services supplied by the Supplier in the course of this Agreement.
1.8 “Supplier” shall mean the party contracted to provide the Products and Services under this Agreement.
1.9 “Terms and Conditions” shall mean this agreed written contract between the Supplier and the Customer.
1.10 “Works” shall mean the work carried out as part of this Agreement and the physical location of the work being carried out.
1.11. Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.12 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by the Supplier or a person authorised to sign on the Supplier’s behalf.
3.1 The Proposal given on or attached to these Terms and Conditions will only remain valid for a period of 30 days.
3.2 The Proposal must be accepted by the Customer in its entirety and without modification.
3.3 Acknowledgment and acceptance of this Proposal is made by the Customer placing an Order within the period specified in paragraph 3.1 above, at which time the Customer will be bound by these Terms and Conditions. Such contract is hereinafter referred to in these Terms and Conditions as "an Order".
3.4 An Order is only accepted once the Supplier confirms acceptance to the Customer in writing.
3.5 The Supplier reserves the right to refuse any Order.
4. Products and Services Specification
4.1 The Products and Services provided by the Supplier to the Customer are those detailed in Schedule 1 of these Terms and Conditions.
4.2 If the Customer wishes to vary any of the Products and Services provided the written consent of the Supplier must be obtained. The Supplier must be informed in4.3 All custom made furniture supplied must be paid for in full before delivery and installation can take place.
4.4 The Supplier reserves the right to make additional charges for any agreed written variation to Schedule 1 of these Terms and Conditions.
4.5 Any descriptions, promotional material, drawings or sketches provided by the Supplier or third parties are for illustrative purposes only and to provide an outline of what will be provided, unless agreed in writing between the parties.
4.6 Where any quotation refers to matching existing materials, this means we will endeavour to match as closely as possible the existing materials. However, no guarantee can be given that an exact match can be found. For instance natural products such as marble or wood are infinitely variable, so here it is impossible to find an exact match.
4.7 Where any reference is made to match existing decorations/paintwork we will endeavour to match the existing as close as possible. However, we cannot guarantee to match paints exactly unless we are given the colour identification number by the client. Even with the correct colour an exact match is difficult to achieve due to the various differing ages of the paint work.
4.8 Please note that should you the client be in any doubt with regard to the matching of existing materials we request that you contact us in writing to discuss.
5.1 The price for the Products and Services is exclusive of Value Added Tax (VAT) and such other charges that may apply.
5.2 If the rate of VAT increases between the date of the Order and the date of delivery and/or completion the Supplier will add the necessary additional amount of value added tax to the price of the Products and Services.
5.3 If the price of the Products and Services increases for any other reason between the date of the Order and the date of delivery and/or completion the Supplier will notify the Customer of this.
6. Title and Payment
6.1 Unless otherwise stated in the Order payment for the Products and Services comprised in each Order shall become due 7 days from date of invoice.
6.2 The Supplier reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and by the late Payment European Directive 2011/7/EU.
6.3 Furthermore the Supplier will claim all additional costs (including, but not limited to legal costs) incurred in obtaining payment from the Customer where the Customer is late paying the Supplier.
6.4 Title to the Products comprised in the Order shall not pass to the Customer until the Customer has paid the full price. Furthermore the Supplier reserves the right to sue for the price once payment becomes due notwithstanding that title may not have passed.
6.5 All invoices issued and rendered will be duly and punctually paid within the terms and conditions stipulated herewith. Failure to pay as and when they fall due will result in the directors and or any persons acting in the capacity as director to be personally liable for all monies outstanding. This personal guarantee will be enforced in accordance with these terms and conditions.
No time or other indulgence will be given nor any neglect failure or forbearance on the part of Bowden Builders Ltd to enforce any obligations of the customer as set out above shall in any way release lessen or affect our liabilities pursuant to this guarantee.
7. Delivery and Risk
7.1 Unless otherwise stated in the Order, the price quoted includes delivery to the address specified in the Order.
7.2 Whereas the Supplier will try to ensure compliance with any delivery times and dates given, such times and dates are an estimate only. The Supplier will not be responsible for any loss whatsoever arising from or consequential upon delay in delivery.
7.3 Risk in the goods shall pass to the Customer upon delivery.
8.1 The Customer shall inspect all Products on delivery and notify the Supplier in writing within 7 days of any damage or defects.
8.2 The Supplier will replace or repair free of charge any Products proved to the Supplier’s satisfaction to have been damaged in transit provided that such damage is notified to the Supplier or the carriers in writing within 7 days of delivery.
9. Supplier Obligations
9.1 Before starting any Works the Supplier will carry out an inspection to make sure that all Works quoted for are appropriate and practicable.
9.2 The Supplier will carry out all Works in accordance with the Proposal and subsequent Order.
9.3 The Supplier may where necessary sub-contract parts of the Works to suitably qualified sub-contractors.
9.4 The Supplier will ensure that all materials supplied comply with safe building practices and are free from defects when used or installed.
9.5 The Supplier will comply with all relevant health and safety regulations, including (but not limited to) site safety and personal safety of employees, contractors and visitors.
9.6 The Supplier will at all times hold appropriate and valid insurance, including public liability insurance.
9.7 The Supplier shall ensure that all Works are carried out with reasonable care and skill and to a reasonable standard.
9.8 The Supplier shall ensure that where required all relevant codes of practice and building regulations are complied with.
9.9 The Supplier may at any time refuse or withdraw direct access to the Works where required for health and safety reasons.
9.10 If during the Works any issues are found that require additional time or materials or because of alterations in design, specification or otherwise and this causes an increase in costs the Supplier will send the Customer a further Proposal giving details of the extra costs and will only proceed with the Works once the Customer’s written acceptance has been received.
9.11 The Supplier shall ensure that all furniture, flooring and walls are covered and protected from dust and any other damage before Works commence.
9.12 The Supplier shall be liable for and indemnify the Customer against any expense, liability, loss, claim or proceedings in respect of any loss, injury or damage whatsoever to any property real or personal insofar as such loss, injury or damage arises out of or in the course of or by reason of the carrying out of works, and to the extent that the same is
due to any negligence, breach of statutory duty, omission or default by the Supplier.
9.13 The Supplier shall take reasonable care that
the Works do not cause any movement or damage to any existing structure or parts of the structure. Only where any such damage does occur and only when it is deemed to be due to the negligence of the Supplier then the Supplier will repair or replace the structure to return it to its condition before the damage.
9.14 The Supplier shall ensure the safe and proper disposal of all waste materials generated by the Works.
9.15 Where required the Supplier shall ensure that all subsequent building inspections of the completed Works are carried out before the Supplier leaves the site.
10. Customer Obligations
10.1 The Customer will permit the Supplier access during normal working hours to carry out an inspection and thereafter to undertake the Works according to the programme set out in the Proposal.
10.2 The Customer will remove all items necessary to allow the Supplier to commence the Works and cover and protect all fixtures and fittings, which cannot be removed.
10. Customer Obligations (continued)
10.3 The Customer will be responsible for any redecoration required due to the Works, which is not expressly included in the Proposal.
10.4 The Customer will obtain all consents, licenses and permissions, (including if necessary planning permission) from landlords, local authorities and others, which are required before the Works can commence and in a timely manner so as not to delay the Works.10. Customer Obligations (continued)
10.5 The Customer shall ensure that where required all necessary party wall agreements are entered into prior to commencing the Works.
10.6 Where the Customer is required to provide the Supplier with measurements or other information such measurements or information must be correct. If the Supplier relies on the measurements or information given when preparing the Proposal and such measurements or information are incorrect the Supplier reserves the right to increase the price to make good any errors or additional work required as a
10.7 The Customer shall only access the immediate area of the Works with the Supplier’s express permission.
10.8 If the Customer does access the Works they (and any third party under their control) shall observe all relevant health and safety regulations and follow the advice and directions of the Supplier at all times.
11. Warranties and Guarantees
11.1 The Supplier warrants that the Products supplied and used will be free from defects.
11.2 The Supplier warrants that the Works will be carried out using all reasonable skill and care.
11.3 The Supplier guarantees the Products fitted and Services provided shall be free from all defects for a period of 12 months after completion of the Works.
12. Defects and Snagging
12.1 The Supplier will not be responsible for defective Products caused by incorrect storage or handling of the Products by the Customer when on site.
12.2 The Supplier will not be responsible for defective Products and/or Services where caused by the negligence or poor workmanship of third party contractors not employed by the Supplier.
12.3 The Supplier working with the Customer shall agree and produce a comprehensive “snagging list” of faults to be corrected before the Works end and any final payment is made to the Supplier.
12.4 The Supplier reserves the right to delay completion of any snagging list where payment for work previously and satisfactorily completed is late.
13.1 The Supplier does not exclude liability for death or personal injury.
13.2 The Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise in excess of £20,000.00 (Twenty Thousand Pounds).
13.3 The Supplier shall not under any circumstances be liable for any indirect or consequential loss howsoever caused whether by negligence, breach of contract, misrepresentation or otherwise.
13.4 The Supplier or the Supplier’s insurers shall not be liable or investigate any claim for loss unless the Customer provides written notice within 7 days of its occurrence and gives the Supplier or the Supplier’s insurer every facility to investigate such occurrence.
14.1 The Supplier undertakes to indemnify and hold the Customer harmless against all claims, proceedings, costs, expenses, damages and fines arising from the Supplier’s negligent performance, breach or failure to perform its obligations under these Terms and Conditions.
14.2 The Customer will indemnify the Supplier against all claims, costs, damages or fines the Supplier may incur arising from the Customer’s breach of its obligations under these Terms and Conditions.
writing within 7 days of acceptance
of the Order of any changes, alterations, reductions or cancellations.
The Supplier aims to provide a high level of service. If the Customer has an enquiry or complaint regarding the general service or specific Products and Services provided by the Supplier the relevant parties within the Supplier should be contacted immediately. See Schedule 1 for contact details.
16.1 Where the parties to this Agreement are in dispute for a period of more than 30 days and cannot resolve the dispute either party may refer the dispute to arbitration as detailed below.16.2 The parties to this Agreement agree that The Federation of Master Builders shall act as Arbitrator in the event of an unresolved dispute being referred to them.
16.3 The party referring the dispute to the Arbitrator shall inform the other party in writing at the same time as referring the dispute.
16.4 Both parties will continue to operate and honour the terms of this Agreement while the arbitration process is ongoing.
16.5 The decision of the Arbitrator is final and binding on the parties unless the decision is overruled in further arbitration or in a court of law.
16.6 The Arbitrator will also decide on the arbitration costs to be borne by the parties.
17.1 The Customer may cancel the Order by giving the Supplier written notice of cancellation within 7 days of the Order having been made.
17.2 The Supplier reserves the right to retain the amount of 10% of the order value to cover all reasonable expenses already incurred in respect of the Order.
17.3 Any balance owed to the Customer will be refunded within 30 days without any further retention.
17.4 If the Customer seeks to cancel the Order outside the cancellation period stated in paragraph 17.1 above the Supplier reserves the right to retain any monies paid by the Customer to cover all reasonable expenses incurred by the Supplier.
17.5 If such retained monies do not cover the reasonable expenses incurred by the Supplier the Supplier reserves the right to seek additional payment from the Customer to cover these reasonable expenses.
18.1 Either party may terminate this Agreement immediately in the event that:
Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
18.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) The Customer fails to make payment in accordance with the terms of this Agreement.
18.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination.
19.1 Any notice given by either of the parties under this
Agreement shall be served on the other party and addressed to that party's signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or facsimile transmission to the receiving party.
19.2 Any such notice shall be deemed to be effectively served as follows:
19.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
19.2.2 In the case of service by email, or facsimile transmission on the next working day.
20. Force Majeure
Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of at least Sixty (60) days the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.
Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
Neither party may assign their rights under this Agreement without the prior consent in writing of the other party.
The paragraphs, sub paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub paragraphs and clauses.
24. Joint Venture or Partnership
Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
25. Entire Agreement
This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreement between the parties.
These terms and conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.