In these Conditions the following terms shall have the following meanings
1.1 ‘the Company’ means Ashford Timber Ltd trading as National Stables & Ashford Timber Buildings
1.2 ‘the Customer’ means the person to whom this invoice is addressed
1.3 ‘the Goods’ means the items listed overleaf on this invoice
1.4 ‘the Installation’ means the installation of the Goods by the Company, its servants, agents or employees at the premises designated by the Customer
1.5 ‘the Base’ means the hardstanding posts. pillars or other structures intended for the fixing of the Goods to the site designated by the Customer
1.6 ‘Delivery’ means the delivery of the Goods to the Customer whether at the premises of the Company or the Customer
2.1 These Conditions shall apply in their entirety to any agreement between the Company and the Customer for the supply of the Goods and the provision of the Installation unless expressly altered in writing by a duly authorised officer of the Company. For the avoidance of doubt the Company’s servants, agents or employees contracted for the provision of the installation are not authorised by the Company to make any amendment modification or alteration to these Conditions.
2.2 In the event of any conflict between these Conditions and any standard terms of business of the Customer or any other terms of business communicated to the Customer by the Company at any time prior to the date of this invoice them these Conditions shall prevail.
3.1 The Customer by paying a deposit to the Company and/or placing an order agrees to purchase the Goods and pay for the Installation for the Price and on the other condition herein.
3.2 The Company agrees to supply the Goods and the Installation for the Price.
3.3 In this clause ‘the Price’ shall mean the Price shown in this invoice subject to the right of the Company by written notice to the Customer at any time before delivery of the Goods to increase the Price to reflect any increase the cost of production, distribution or Installation by the Company (including without prejudice to the generality of the aforesaid, labour and material costs). All prices unless otherwise stated include VAT.
4 TERMS OF PAYMENT
4.1 The Customer shall on accepting an offer by the Company for the supply of the Goods and the Installation pay a deposit of not less than 50% of the Price on receipt of this Invoice.
4.2 The balance of the Price shall be due on or before delivery of the Goods to the Customer’s designated premises (‘the Site’). Payment must be made in cleared funds or if by cheque at least ten working days before the proposed delivery date notified by the Company to the Customer. The Company reserves the right to postpone delivery without liability to the Customer if payment made by the Customer is not cleared by the proposed date.
5 RISK AND PROPERTY
5.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods the time when the Company has tendered delivery of the Goods and the Customer shall be responsible for insuring the Goods on the passing of risk.
5.2 For the avoidance of doubt the Company shall have tendered delivery of the Goods if any of the Conditions contained in clause 7.2 have not been complied with by the Customer and as a result the Company is unable to complete delivery of the Goods.
5.3 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Customer until the Company has received payment in accordance with Clause 4 hereof.
5.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s Bailee and shall keep the Goods properly stored, protected, insured and identified as the Company’s property.
5.5 Until such time as the property in the goods passes to the Customer the Company shall be entitled at any time to delivery up of the Goods to the Company or the proceeds of any policy of insurance held with respect to the Goods. If the Customer fails to do so the Company reserves the right to enter upon the premises of the Customer and to repossess the Goods.
6 WARRANTIES AND LIABILITIES
6.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery.
6.2 The above warranty is given by the Company subject to the following conditions:
6.2.1 The Company shall be under no liability in respect of any defect to the Goods arising from any drawing, design or verbal specification supplied by the Customer.
6.2.2 The Company shall be under no liability in respect of any damage to the Goods occasioned by the shrinking, cracking, warping or other manifestations of seasoning or weathering of timber comprised in the Goods occurring after the date of delivery.
6.2.3 The Company shall be under no liability in respect of any defect arising from fair wear and tear, unlawful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), mis-use or alteration or repair of the Goods without the Company’s approval:
6.2.4 The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
6.3 Subject as expressly provided in these Conditions, except where the Goods are sold to a person dealing as a customer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the consumer are not affected by these Conditions.
6.5 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification, shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days of the date of delivery. If delivery is not refused and the Customer does not notify the Company accordingly the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such failure and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the contract between the Company and the Customer for the supply of the Goods and the installation.
6.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions.
6.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except as expressly provided in these Conditions.
6.8 The Company shall not be liable to the Customer or be deemed to be in breach of any contract by reason of any delay in performing or any failure to perform any of the Company’s obligations with respect to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:
6.8.1 Act of God, explosion, flood, tempest, fire or accident;
6.8.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.8.3 Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
6.8.4 Strikes, lock outs or other industrial action or trade disputes whether involving employees of the Company or of a third party;
6.6.5 Difficulties in obtaining raw material, labour, fuel, parts or machinery;
6.6.6 Power failure or breakdown in machinery.
7.1 The Company shall (subject to the conditions set out below) be responsible for the Installation of the Goods on the Site.
7.2 The Customer shall be responsible for the following:
7.2.1 Provision of a suitable Base on which to install the Goods:
7 2.1.1 Installation of the Goods on the Base provided by the Customer shall be entirely at the Customer’s own risk and the Company shall not be liable for any damage to any property (including the Goods) or any injury to any person caused by any fault in the design, materials or workmanship of the Base on which the Goods are installed, and the Customer shall indemnify the Company against all claims, costs and expenses made against the Company arising from any defect in the Base;
18.104.22.168 Any comment made by the agents, servants or employees of the Company with respect to the Base shall not be any warranty with respect to the fitness of the Base to accept the Installation of the Goods;
7 2.1.3 The Company shall not be liable for any damage occasioned to line Base (however occurring) during the installation of the Goods.
7.2.2 The transport of the Goods from the public highway adjoining the Site to the Site where the Company is unable to obtain access to the Site with its vehicles.
7.3 The Company shall not be responsible for the installation of the Goods in conditions of bad weather or high windspeed.
7.3.1 The Company shall take reasonable steps to ascertain whether the Site may be subject to bad weather or high windspeeds prior to making delivery of the Goods and reserves the right to deliver on a time and date other than agreed by the Company and the Customer in the event of the Company in its absolute discretion deciding that weather conditions make Installations of the Goods hazardous.
7.3.2 The Company shall endeavour to inform The Customer if it decides to postpone delivery of the Goods but shall not be liable for any loss either direct, indirect or consequential suffered by the Customer as a result of the Company postponing delivery of the Goods.
7.3.3 In the event of Installation of the Goods having to he postponed under this clause 7.3 after the Company has delivered the Goods to the Site then the Company shall return to the Site (subject to 7.3.1 above) at time and rune to be agreed by the Company and the Customer to install the Goods.
7.3.4 The Company shall not be responsible for the Installation of the Goods where electric power of a voltage of 240 volts is not provided to the Site and the Company has not been informed of the unavailability of electric power of the voltage of 240 volts at least five working days before the date agreed between the Company and the Customer for delivery.
7.3.5 The Company shall not be responsible for the Installation of the Goods where the Customer has failed to provide a Base.
7.3.6 The Customer shall be liable for additional cost if the company cannot install due to the customer not complying with the above conditions (7.3.4 – 7.3.5)
7.4 The Company shall not be responsible for any damage caused to the Goods after installation as a result of the following:
7.4.1 Act of God, explosion, flood, tempest, severe weather, fire, accident, animals or subsidence;
7.4.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition
7.5 In the event of the Company failing to install the Goods as a result of the Company not being able to obtain access to the Site with its vehicles and the Customer failing to provide adequate transport for the Goods from the public highway to the Site, or the Customer failing to provide an adequate electric power supply without giving the Company the required notice clause 7.3.4 above, the Company shall be released from all obligations with respect to the Installation of the Goods on the Site.
7.6 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform the Installation if delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control.
7.6.1 Act of God, explosion, flood, tempest, severe weather, fire or accident;
7.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.6.3 Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
7.6.4 Strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Company or of any third party);
7.6.5 Difficulties in obtaining labour, parts or machinery;
7.6.6 Power failure or breakdown in machinery.
8.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the Other party at its registered office or principal place of business or such other addresses as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.2 No waiver by the Company of any breach of any Contract between the Company and the Customer by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.3 In any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall be unaffected thereby.