(REF:01/09/2018) ~ TERMS & CONDITIONS OF CONTRACT FOR SUPPLY OF PRODUCT ONLY ~
In the terms below, Ace Europe Limited is called “the Company”, the other contracting parties are called “the Customer”, the products which the Customer agrees to buy are called “the Products” and the other services which the Company agrees to supply are called “the Services”. The installation Company is called “the Installer the Services the Installer agrees to supply are called “the Installation”. The Installation Contract is between the Installer and the Customer Note: The Company recommends that the installer be supervised. The Company accept no responsibility for their installer’s actions or omissions.
Scope of Contract: All products are intended for domestic use unless otherwise expressly stated within the Company invoice Under no circumstances shall the Company have any liability of whatever kind for: any defects resulting from fair wear and tear accident or improper use by the Customer, or use by the Customer otherwise than in accordance with the instructions or advice of the Company and/or manufacturer of any Product, or resulting from any instructions and/or material provided by the Customer; any product which has been adjusted modified or repaired otherwise than by the Company and/or Manufacture; the suitability of any Product for any particular purpose or use under specific conditions whether or not the purpose or condition were known or communicated to the Company; any substitution by the Company of any materials or components not forming part of any specification of the Products agreed in writing by the Company; any descriptions illustration specification figures as to performance, drawings and particulars or weights dimensions submitted by the Company contained in the Company catalogues, price list or elsewhere since they are merely intended to represent a general idea of the Product and not to form part of the Contract or be treated as representations; any technical information recommendations statements or advice furnished by the Company its servants or agent not given in writing on the Company headed paper in response to specific written request from the Customer before the Contract is made; or any variations in quantities or dimensions of any Product or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the Product, and the substituted materials or components are a quality equal or superior to those originally specified.
It is the Customers responsibility to check all details on their invoices/contract documents, and report inaccuracy’s to the company within 24 hours. The Company will not accept liability for any costs arising from errors on contract document and invoice.
Product Installation: Where a full Project management Contract is entered into by the Company, (NOTE This will be Clearly and Expressly stated PROJECT MANAGEMENT ITEMS within The Companies Invoice at which time additional terms and conditions will be supplied by The Company) shall be responsible for the Project Management of the Installation of Product supplied by the Company only. The scope of The Project Management services attributed to the Contract is limited to services agreed and expressly stated within the contract documents the contract documents must be read in conjunction the additional Installation/Project Management terms and conditions supplied.
Extent of Liability The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance purported performance purporting of or failure to perform the contract except in accordance with this conditions. If the Customer established that any Product has not been delivered, has been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar Product any Product which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Product. If the Customer establishes that any Product are defective the Company shall, at its option , replace with similar Product or repair any defective Product, the Company shall be under no liability whatsoever for the cost of removing, reaffixing or any other consequential lessor damage direct or indirect , of whatsoever nature allow the customer credit for their invoice value or to the extent that the Product are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so ) any warranties given by the manufacturer of the Product’s to the Company. The delivery of any repaired Product’s shall be at the Company’s premises or other invoiced delivery point specified for the original Product . Where the Company is liable in accordance with this condition in respect of only some or part of the Product the Contract shall remain in full force and effect in respect of the other parts of the Product and no set off or other claim shall be made by the Customer against or in respect of such other or other part of the Product. No claim against the Company shall be entertained for any defect arising from design or specification provided or made by the Customer or for any adjustments alteration or other work has been done to the Product by any person other than the Company. The Company shall not be liable where any Product the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such loose or damaged Product will if available , be supplied by the Company at the prices ruling at the date of dispatch. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Product. Ex display and Sale items are sold as seen and may contain imperfections, damage, missing parts and are sold without Guarantee or Warrantees , Sale Products purchased are non returnable without exception.
Cancellation and Returns All cancellations must be put in writing quoting the Company’s invoice/contract Number and date of order. The Company reserves its right to refuse all such cancellations and reserves its right to charge in full as if the product was supplied. Orders for product which has to be obtained, imported or manufactured especially for the Customer will be charged in full, not withstanding this and manufacture or shipment of them or any components for them has not commenced at the date of notice to the Company’s Suppliers cancellation shall be subject to a restocking/cancellation charge imposed upon us, the Company reserves the right to refuse cancellation of any order or part order, and in any event such cancellation shall be subject to a cancellation and restocking charge. No product will be taken back after 28 days from date of receipt from the Company’s suppliers unless they have a manufacturing defect. Product will only be taken back for credit at the Company’s option. No Products shall be accepted for return without the Company’s prior written agreement. Product accepted for return shall be subject to minimum handling/cancellation charge of 1/3 of the invoice/contract value and all such product must be in a saleable condition in its original (unmarked) packaging . Special order product is none returnable where such product is accepted for return a minimum handling/cancellation charge of 50% will be applied and a credit note or cheque at the Company’s discretion will be sent by post. The Company shall not be liable for any failure in performance of any of its obligations under the Contract caused by factor outside its control. The agreement to purchase a Product or Services and acceptance of the Company terms & conditions, on the Company’s premises shall be a binding uncancellable contract, and shall be confirmation that the Customer has agreed to the Company contract terms & conditions in full.
Product Prices: Prices are ex-works and exclude freight, insurance, delivery charges, road toll and congestion charges, credit , credit card charges, V.A.T. and other taxes or duties. Prices quoted by the Company for products eg Ceramic & Porcelain products and products made from natural materials are for the standard commercial grade known as standard quality, this standard grade does not exclude unavoidable manufacturing imperfections shade variations of a minor character. When specially selected products are requested they are classified as selected quality and an extra charge will be made. The Company shall have the right to adjust its prices for any increase due to increase in the price of materials, parts, Government taxes, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of contract. The Prices of the Company shall be taken from the Company price list known as the Company Price, the Company shall not be under any obligation whatsoever to adhere to manufactures suggested and/or recommended retail prices. All invoices are payable in full without discount of any kind and in pounds sterling, on or before receipt of the Product at the Company’s premises, or on/or before the date stated on the Company’s invoice/payment request and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all. All cheques/payment to be cleared unless fully supported by a banker’s card before receipt or delivery of Product. The Company reserves its right to alter payment terms at any time. All supply dates are given in good faith and are generally average, The Company cannot guarantee manufactures/suppliers quoted delivery’s, as they are only a guide. Time for payment shall be of the essence of the Contract Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall not be allowed any discount from the Companies price list given in that invoice and shall pay interest on any overdue amount, from the date of which payment was due to that which it’s made (whether before or after judgement ) on a daily basis at a rate of 10% (minimum) p.a. (yearly) over the base rate from time to time quoted by the Bank of England and/or The Companies Bankers and the Customer shall reimburse to the Company all costs and expenses (including legal costs) however incurred in the collection of any overdue amount. The Company reserves the right to modify product specifications and prices without formal notice.
Value Added Tax will be charges at the rate prevailing at the time of delivery.
Deposits. (1) All Deposits paid to the Company are *non-refundable. (2) A deposit equal to 1/4 of the contract value becomes due and is payable within 14days of order or as stated within sales documents with the exception of provision provided in Clause
Payment Product: The balance Payment for the Product shall be made prior to delivery or as stated on the Company Invoice . The Customer will not legally own the Product until the balance of payment is made by the Customer to the Company. The Product does not become the Customer’s until the Customer has paid for it in full and, until such time, the Customer shall keep the Product in good repair, condition and properly protected and insured. The Product is not warranted/guaranteed until contract payment is received in full.
On receipt of the Product (delivery or collection), the risk of any loss or damage to the Product becomes that of the Customer.
Weights Measurements colour fitness Coloured product, are subject to colour variations, and all specifications weights and measurements are subject to variations and normal manufacturing tolerances Natural Products (ie) All natural stone and wood are subject to variances of colour, marking , texture, veining and will also very in colour from piece to piece . NOTE TILES: Manufactured from, Natural stone, Porcelain and Ceramic etc, may vary from batch to batch, box to box, tile to tile / etc, The Customer must in all cases rely on his/her own skill and judgement in determining the fitness or suitability of the Product for any particular purpose. Colour samples of finishes samples are non-binding and only give a rough idea of the appearance of the product surfaces Real wood/real wood veneer variations in colour, texture, grain, etc., small branches twigs and knots are not quality defects but proof of the naturalness of the material. The accuracy of details in illustration and data supplied as to weights and measurement is not guaranteed, but is given by way of identification thereof only, and the use of such description, shall not constitute this contract a sale by description. Where such details are of importance, the information supplied should be confirmed before the order is placed. It is the Customer’s responsibility to see that all Product comply with the local bye-laws and or regulations. Note: ex-display/sale items are subject to additional terms and conditions, see detail displayed in showroom and sales invoice/contract.
THIS DOCUMENT IS AVAILABLE IN LARGE PRINT FOR THE PARTIALLY SIGHTED
Risk delivery PerformanceProducts are delivered to the Customer when the Company makes them available to the Customer or any agent/installer of the Customer or any carrier (who shall be the Customer’s agent whoever pays his charges ) at the Company’s premises of other point agreed by the Company. Risk on the Product passes to the Customer when they are delivered to the Customer, Customers Agent/Installer, Third Party Carrier or are placed into storage. Large and special order products are to be received as soon as delivery (delivery accepted) or collection can be made, unless otherwise agreed in writing by the Company. The Company will not be liable for the unloading of Product or placing them into position on site. Product are delivered to ground level only, except by prior arrangement for which there may be a surcharge. The Company may at its discretion request collection or deliver the Product by instalments in any sequence. Where Product is delivered and/or collected by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Product previously supplied, delivered or undelivered Product. The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Product’s ordered. Any dates quoted by the Company for the delivery and/or availability of the Product are approximate (these are based on a previous experiences) and shall not form part of the Contract and the Customer acknowledge that in the performance expected of the Company, no regard has been paid to any quoted delivery dates. The Product Must be inspected by the Customer or his/her agent at the time of receipt and/or delivery acceptance of the Product by the Customer shall be conclusive evidence that he or she has so examined the Product and that the Product’s are free of defects that such an inspection ought to have revealed (except as noted on the delivery note which must give a full & precise detail of defect). Marking the delivery note “uninspected” shall have no effect unless expressly agreed in writing and signed by a director of the “Company” All good must be thoroughly inspected before installation. in no case is the Company liable for consequential damage, nor reimbursement costs of any kind. If the Customer fails to take delivery of the Product’s or any part of them when made available, and/or on the due date and fails to provide any instructions, documents, licences, consents, payment or authorisation required to enable the Product to be delivered and/or supplied on the due date, the Company shall be entitled upon giving notice to the Customer to store or arrange for the storage of the Product, and then risk in the Product shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure, the Company expressly excludes any liability or requirement to insure the Product so stored under this clause, it shall be the Customers responsibility to ensure that the Product is insured) The Company shall not be liable for any penalty injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract. Although the Company endeavours to deliver orders within any delivery times quoted, these quoted delivery times are a guideline only, and are not guaranteed
Carriage by third Party: Where the Customer requires the Product to be sent by third party carriers, The Company accept no responsibility for any loss or damage of the Product, with exception to the privileges granted herein Carriers limitation of liability for any loss or damage to the shipment of the Products is limited to the lesser of these three amounts: (i) £50.00 or (ii) the amount of loss or damage to the Product actually sustained without regard to its commercial utility or special value to the Customer, or (iii) The actual value of the Product actually sustained without regard to its commercial utility or special value to the Customer the actual value shall be determined as the lesser of: (a)The cost of repairing or replacing the Product, or (b) the actual value of the Product cannot be more than the original cost of the Product. Note: It shall be the Customers sole responsibility to insure their risk any claim for loss or damage shall be between the Customer and the Carriers.
Claims Notifications Product: Any claim for non-delivery of any Product shall be notified within 24 hours, (we cannot accept claims after this date) and confirmed in writing by the Customer to the Company within 3 days of receipt or and delivery of the Product. Any claim that any Products have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer immediately and in any event all claims shall be notified to the Company within 24 hours, (we cannot accept claims for damage after this date) and confirmed in writing to the Company within 3 days of their receipt or delivery of the Product. Any alleged defects shall be notified by the Customer to the Company within 3 days of receipt of the product or in the case of any defect which is not reasonably apparent on inspection the Customer should notify the Company immediately it becomes apparent and confirmed in writing within 7 days of the defect coming to the Customers attention. Any claim under this condition must be in writing and must contain full details of the claim including the description and name of any allegedly defective product, part number etc. Date of delivery and invoice/contract number. The Company shall be afforded reasonable opportunity and facilities to investigate any claim made under this condition and the Customer shall, if so requested in writing by the Company promptly return any product the subject of any claim and packing securely packed and carriage paid to the Company for its examination before it and the remainder of the consignment of the product are used. The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.
Variations: (1) No terms or conditions endorsed upon, delivered with or contained in the Customer’s written Order, confirmation of order, specification or other document will form part of the Contract/s simply as a result of such document being endorsed or referred to unless agreed in writing by a director of the “Company”. (2) Variations to Contracts, Specifications and/or Payment Terms must be expressly agreed in writing and counter signed and Authorised by a Director of the “Company” on the Company headed note Paper (3) All variations/amendments to the “Company” Terms and Conditions shall have no effect unless expressly agreed in writing and signed by a director of the company .on the company headed paper (4) No terms or conditions endorsed upon, delivered with or contained in the Customer’s written Order, confirmation of order, specification or other document will form part of the Contract/s simply as a result of such document being endorsed or referred to in the Contract unless agreed and signed by a Director of the “Company”.
Cancellation No order, which has been accepted by the Company, may be cancelled by the Customer except with the agreement in writing of the Company, the Company reserves its right to make cancellation charges see clause below
Should the Customer terminate the agreement/contract without the Company’s consent ('repudiatory breach of contract') the Company reserves all its rights in accordance with the Law of England. The Company also reserves the right to charge for administration fees , loss of its profits and for legitimate costs incurred by way of product/ materials and/or services such as Survey ,Design costs and Administration Costs .
Should the Customer terminate the contract with agreement of the Company the Company reserves the right to charge a cancelation fee and administration fees. The Company also reserves the right to charge all legitimate costs incurred, such as Survey , Design and attendance costs up to the time of notification and Company’s written acceptance of the Customer’s request to terminate the agreement. Requests to terminate the agreement (contract) must be made in writing to Ace Europe Limited , 452 London Road, North Cheam, Sutton, Surrey, SM3 8JB.
The Customer is warned Subject to the customer’s statutory right to cancel the contract. The Customer shall not be entitled to cancel this agreement (contract) except with written consent of the Company. In such event the Customer shall pay to the Company for the Services provided up to date of cancellation, plus an administration fee and any amount that reflects its loss of profit and any other expenses which the Company shall have incurred or may incur.
The Company will do all that it reasonably can to meet any date given for performance and delivery In the case of unforeseen and circumstances beyond the control of the Company, the Company may not be able to do so. In such circumstances the Company will contact the Customer and agree an alternative date, in these circumstances the Company will not make to the Customer payment for loss whether direct or consequential .
The Customer will also do all that he/she reasonably can; to enable, delivery to take place on the given date/s. In cases of unforeseen circumstances beyond the reasonable control of the Customer, the Customer may not be able to do so. In such circumstances the Customer will contact the Company and agree an alternative date. Notification must be confirmed in writing to F&D Limited, 450a London Road, North Cheam, Sutton, Surrey, SM3 8JB.
The Company retains full control of the production of the Product and The Services. The Customer agrees that the Company may make minor modifications to the specification for the product (that is, modifications which will not materially affect the appearance and design) at its discretion the Company need not tell the Customer that it has done this (manufactures make minor changes when a major modification is necessary the Company will inform the Customer and agree the matter with them.
If for any reason beyond the Company’s reasonable control, the Company is unable to supply a particular item the Company will notify the Customer . With the agreement of the Customer the Company will replace it with an item of equivalent or superior standard but similar value.
Warranty; The Company guarantees the Product will be of satisfactory quality for a minimum period of one year which is subject to compliance with the manufactures installation instructions , fare wear and tear light bulbs transformers and wearing parts excepted The Company shall not be responsible for the installation of the Product, any installation of the Product is the responsibility of the Customer. The Company shall not be responsible for any damage or loss in respect of Product arising out of or associated with any such installation of the Product by the Customer.
All Products* are supplied subject to any guarantees and after-sales services that are offered by the manufacturers themselves, or where appropriate subject to the terms of any extended warranty scheme. Sale/Ex-Display Items may not have any Guarantee/Warrantees.
The guarantees given by or referred to in clauses herein, does not affect the statutory rights of a consumer.
Products fitted with F.M/AM radio, the clarity of reception being dependent upon the signal strength in the area of the Customer’s premises. It may be necessary to fit an external radio aerial in order to improve the reception. The provision of this will be the Customer responsibility.
Nothing in the contract confers or purports to confer on any third party any benefit or any right to enforce the terms of the contract.
Any agreed changes by the Company to variations to the terms of the original contract/s will be on the understanding that such changes do not infringe on the Company’s full rights under the original contract terms and does not prevent the Company from exercising those rights at any time.
As part of the order process the Company shall require the Customer name and address and other relevant information. Personal Information provided by the Customer will be used for delivery and identification purposes only.
These Conditions shall apply to all contracts between the parties for the supply of Products and shall override and take place of any other terms or conditions produced or referred to by the Customer these conditions shall prevail in all circumstances.
Disputes Complaints Resolution Procedure The Company Complaints Resolution Procedure is: in accordance with A.P.H.C or The K.B.S.A (Full details i.e. brochure available on request)(56.1) The parties may start court proceedings to resolve any disputes. (56.2) The parties agree that any dispute arising from this Contract may be decided by an Adjudicator appointed at the request of either party by an adjudication scheme run by one of: (56.2.1) The Association of Plumbing & Heating Contractors (A,P.H.C ); or (56.2.2) The Chartered Institute of Arbitrators; or (56.2.3) The Royal Institute of Chartered Surveyors (RICS) Where agreement cannot be made on which scheme to use then (56.2.1) shall be used. The Company will be responsible for paying the adjudication fees to the selected scheme. Once the Adjudicator has made their decision known, the Customer will pay 50% of the fees to the Company. The decision will be final and binding unless either party commences court proceedings within 28 days of receiving the decision in which case the decision is binding on the parties until the court decides otherwise. The parties shall co-operate fully with the Adjudicator and shall comply with their directions and orders for the purposes of resolving the dispute.
Law and Construction The contract shall be governed by English law and the Customer herby consents to the exclusive jurisdiction of English courts in all matters regarding the contract, headings of conditions/clauses are for convenience of reference only and shall not affect their interpretation. All Notices shall be deemed to have been given on the day following (post mark) that on which the notice was posted. This Contract shall be governed by English law and the Customer herby consents to the exclusive jurisdiction of the English Courts in all matters regarding the Contract. If any clause or sub-clause of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other clauses or sub-clauses and the remainder of the provisions in question shall not hereby be affected.
Title for the purpose of section 12 of the dale of goods Act 1979 the Company shall transfer only such tile only or rights in respect of the Product as the Company has and if the Product are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company. Notwithstanding the earlier passing of risk, the title in the Products shall remain with the Company and shall not pass to the Customer until the amount due to the Company for Services and/or Product and disbursements has been paid in full to the Company. Until title passes the Customer shall hold the Product as bailee for the Company, and shall store or mark them so that they can at all times be identified as the property of the Company. The Company shall be entitled at any time before title in the Product passes to the Customer to repossess and dismantle ( without being liable for any damage caused by so doing ) and use , disposes any of the Product in any way in which the Company wishes and to terminate (without any liability to the Customer) the customers right to use sell or otherwise deal in them and for that purpose to enter any premises of the Customer, to this effect the customer herby grants permission to the Company to enter the aforementioned premises to repossess . Until title passes the entire proceeds of sale of the products shall be held in trust for the Company and shall not be mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company/Vendors money. The Company shall be entitled to maintain an action or the price of any products notwithstanding that title in them has not passed to the Customer.
Drawings: Drawings /Illustrations are not an exact replication of the proposed project they are a guide to layout and may contain items not included , clients should at all times refer to the written specifications. (Note: Drawings: Items/images drawn may be a generic illustrations/representation and are for illustration purposes only)
Special Order Items are subject to the additional terms and Conditions of the Company, Manufactures, and the manufactures distributors, Additional terms & conditions available on request
Custom/Special Order Products: Product that are Specially ordered, Manufactured and Customised Product, the Payment shall become due and payable in full
prior to (a) the Products manufacture and/or Dispatch (b) its modification/customising.
Email: Company documents sent by way of email or other electronic means do not form part of any contract, emailed documents are for information purposes only. NOTE: All Contract documentation together with any relevant terms and conditions will be sent by post.
Note: Delivery, Congestion and Road Toll charges will, where applicable be added to the Company’s Invoices.
NOTE: Wentworth is a trading names of Ace Europe Limited