Terms and Conditions
In these terms and conditions
“Seller” means Millworks Ltd
“Buyer” means the person, firm or company named in the order
“Goods” means the goods and materials ordered by the Buyer and specified in the order
“The contract” means the contract for sale and purchase of the Goods made between the Seller and the Buyer to which these Conditions apply, and every order issued by the Buyer and accepted by the Seller shall constitute a separate Contract.
Unless otherwise agreed in writing by the Seller, all orders are accepted and Goods sold subject to the following conditions-
Unless expressly agreed by the Company, these conditions shall override any standard or other terms or conditions stipulated, incorporated or referred to by the Buyer in the negotiations or elsewhere, no variation or waiver of or addition to these conditions shall be effective unless confirmed in writing by a director, or the general manager, of the company.
Price: The price is payable on Seller’s order acceptance. On approved credit accounts, invoices are payable on agreed terms. All prices quoted for Goods are exclusive of value added tax.
Delivery: Seller will make every reasonable effort to dispatch Goods by any quoted date, but quoted delivery dares or estimates only, subject to manufacture, and will not be binding by the Seller. Seller will not be liable to Buyer for any delay in delivery, however caused. Where Goods are to be delivered in instalments, a claim in relation to one delivery to one delivery will not entitle Buyer to reject subsequent deliveries off-loading.
Risk: The risk of loss or damage to Goods will pass to Buyer on delivery to Buyer’s delivery address. Buyer will be responsible for ensuring appropriate storage of Goods, and Seller will not be liable for any loss of or damage to Goods cause by Buyer’s failure to store them properly.
Proformas: Unless specifically agreed otherwise, in writing, proformas and their prices are only valid for a period of 21 days.
Deposits: Unless specifically agreed otherwise, in writing, deposits on proformas are non-refundable and the balance must be paid in full before despatch for delivery.
Cancellation of orders: No order may be cancelled by Buyer after acceptance by Seller, except with Seller’s written agreement. Once manufacture has commenced, orders may not be cancelled by Buyer except on terms which will fully compensate Seller for any resulting loss. Seller may cancel an order if Buyer fails to provide reasonable evidence that Buyer can pay all monies due to Seller.
Availability of materials: All orders are accepted by the Seller subject to the availability of materials. Seller will not be liable to Buyer for any failure to obtain materials due to circumstances outside Seller’s reasonable control.
Passing of title: Legal ownership of Goods will remain with Seller until Buyer has paid the price for Goods in full. Until legal ownership has passed, Buyer shall store Goods so that they are readily identifiable as Seller’s property and keep goods insured against loss or damage. Where Goods have not been fixed to property, Seller nay enter Buyer’s premises and remove Goods for which Buyer has not paid.
Inspection and acceptance: It is Buyer’s responsibility to inspect Goods on delivery, and to notify Seller of any claim before Goods are fitted or installed. If any of the Goods have been fitted or installed, Buyer will be deemed to have accepted them in total and Goods will be deemed to conform to the contract. Seller will not be liable for any additional expenses incurred by Buyer after acceptance of Goods.
Notification of claims: Claims relating to the quantity, quality or suitability of Goods or otherwise relating to Goods must be notified to Seller within five working days from delivery. Seller must be given facilities to inspect Goods on request. If no claim is notified to Seller within the specified period, Goods shall be deemed to conform in all respects to the contract.
Return of Goods: Undamaged, unfitted and fully marketable Goods in original condition and packaging may be returned by Buyer only by prior agreement with Seller. If goods have been altered in any way, they are deemed to be accepted. Seller reserves the right to make a charge of 25% of full invoice value, for the cancellation, handling or administration charge for returned Goods.
BESPOKE / NON-STANDARD FINISHES AND SIZES (INCLUDING COLOURS) ARE NON-REFUNDABLE.
Limitation of Seller’s Liability: Except in the case of death or personal injury attributable to Seller’s negligence, Seller’s liability to Buyer for any breach of contract shall be limited to the value of Goods supplied under the contact. Seller shall in no circumstances be liable to Buyer for any indirect or consequential loss or damage, however caused, including but not limited to loss of income, profits, business or goodwill.
Applicable law: The contract shall be governed by English law, and Buyer submits to the exclusive jurisdiction of the English courts.
Goods are not tested or sold as fit for any particular purpose, and any term, warranty or condition (express, implied or statutory) to the contrary is excluded.
The Buyer does not rely on the Seller’s skill or judgement with regard to the Goods.
All terms, express or implied, relating to the quality of the Goods are warranties only, the breach of which gives no rights to reject or terminate the Contract in any circumstances whatsoever.
Where samples are submitted, these are normal drawn from bulk and are meant to be representative of the whole and absolutely no guarantee is given that each and every item will be the same in all material respects and, in particular, no guarantee is given as to colour dimensions or quality.
The seller does not accept responsibility for taking site measurements. The seller shall be responsible solely for the manufacture and delivery of goods and components in accordance with the designs, specification, or other particulars provided for in the quotation and prepared or approved by the Buyer, or the Buyers architect, prior to the commencement of the manufacture. In the case of products supplied with advertised stress capacities, they are warranted to possess such capacity. The Buyer will unconditionally indemnify the Seller in respect of any claim resulting from infringement of patent, copyright design, trademark or any other industrial or intellectual property rights resulting from the Seller’s use of the said design specification.
Any design and advisory services (including the preparation of specification, contact particulars, drawings and the like) are provided with reasonable care and skill, but no other representation or undertaking is made, or is to be implied in connection with any such services, nor shall the Seller be under any liability whatsoever in respect of these services if the erection is carried out before the necessary approvals are obtained.
When the Buyer does not have a credit account, the terms of payment are strictly pro forma invoice or cash order. All invoices are due on presentation. The Buyer, if he has a credit account, may, at the sole discretion of the Seller, be permitted to pay all sums due under the relevant invoice by the last day of the month following the month of dispatch. The credit facility, if granted, can be withdrawn without notice at the discretion of the Seller and will automatically be withdrawn by the Seller in all cases where the Buyer has failed to pay any outstanding account timeously. All prices are strictly net. The Seller reserves the right to charge interest on overdue monies at the rate of 5% (five per cent) per annum over Bank of Scotland Base Rate applicable from time to time, until the date of payment.
Any sums payable by the Seller to the Buyer on any account may, at any time be offset by the Seller against any sums payable by the Buyer to the Seller.
Notwithstanding any other provision of these conditions of sale, in respect of made-to-order Goods, the Buyer shall pay at the time of order confirmation, a non-refundable deposit equal to 25% of the estimated price of the Goods plus any applicable Value Added Tax.