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Application and entire agreement
- These Terms and Conditions apply to the provision of the services detailed in our quotation (Services or Goods) by Styne Group (we, us or Supplier) to the person buying the Services or Goods (you or Customer).
- You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Service, or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation (together, the Contract) are the entire agreement between us. This excludes any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on our behalf.
- Our quotes will agree the dimensions and specification with the Customer, and this will include customary and reasonable tolerances according to the manufacturers’ recommendations.
- We will provide an estimate, including price of goods and services, installation costs and, where appropriate, VAT at the prevailing rate.
- As of the 1st March 2021 there are changes to the VAT rules for customers/suppliers in the construction industry. We will assume your status as an end user unless you state otherwise in writing that you are not and the relevant conditions that will enable us to apply the domestic reverse charge.
- We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirements, and we will notify you if this is necessary.
- We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
- All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
- You will send confirmation of acceptance of the estimate in writing and a timescale for completion will be formally agreed with you.
- You must ensure you obtain any permissions, consents, licenses or otherwise that we need and must give us access to any and all relevant information, materials and properties and any other matter which we need to provide the Services.
- If you do not comply with clause 10, we can terminate the Services.
- We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations)
- The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
- We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price and Fees
- The price of the Goods and Service is set out in our quotation current at the date of your order or such other prices as we may agree in writing.
- If the costs of the Goods increase due to any factor beyond our contract including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to the delivery rates, we can increase the Price prior to delivery.
- Any increase in the Price under this clause will only take place after we have told you about it.
- Any and all discounts of the cost of Goods will be at our discretion.
- In addition to the cost of our Service, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associate expenses and b) the cost of services provide by third parties and required by us for the performance of all Services.
- You must pay for any additional services provided by us that are not specified in the quotation in accordance with our, then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us.
Cancellation and Amendment
- We can withdraw, cancel, or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 10 working days from the date of the quotation.
- Details of the Goods set out in our sales documentation are subject to alteration and are not a contractual offer to sell the Goods which is capable of acceptance.
- Either party can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
- If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
- If, due to circumstances beyond our control (set out below), we have to make any change in the Service or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
- We will invoice you for payment of the Fees either:
- When we have completed the Services; or
- On the invoice dates set out in the quotation.
- You must pay the Fees due within 30 days of our invoice or otherwise in accordance with any credit terms agree between us.
- You must make payment even if delivery has not taken place and / or the title in the Goods has not passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries of Goods or suspend or cancel our Services and without limiting any of our other rights or remedies for statutory interest and will charge you interest at the rate of 3% per annum above the base rate of the Bank of England on the amount outstanding until payment is received in full.
- If payment is not made after your contractually agreed days, we may recover any or all of the Goods provided.
- Time for payment shall be of the essence of the Contract.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding exception as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- All payment must be made in GBP unless otherwise agreed in writing between us.
Inspection and acceptance of Goods
- You must inspect the Goods on delivery or completion.
- If you identify any damages or shortages, you must inform us in writing within 3 working days of delivery, providing details.
- Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
- In the event that we agree to collect the Goods due to a defect, you are responsible for the safe care and full value of the Goods for a further 7 days following the notification, or until we have collected the goods, whichever is sooner.
- We will be under no liability or further obligation in relation to the Goods if:
- You fail to provide notice as set out above; and/or
- You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
- The defects arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods: and/or
- The defect arises from normal wear and tear of the Goods; and/or
- The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.
- Our liability for claims relating to the quality, conformity with description, fitness for purpose, or performance of Goods supplied to the Customer shall under no circumstances exceed the invoice price of the Goods.
- Notwithstanding clause 39, the Goods are being sold as is, and we disclaim all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose. The Customer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the goods and that no such statements or representations have been made. You acknowledge that you must solely rely on your own investigations, examinations, and inspections as the Customer has chosen to make and that we have afforded you the opportunity for full and complete investigations, examinations, and inspections.
Risk and title
- The risk in the Goods will pass to you on completion or on delivery.
- Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for a) the Goods and/or b) the Service we have supplied to you.
- Until title to the Goods has passed to you, you must a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the Goods separately, and not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods, and/or c) keep the Goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
- As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
- All assignable manufacturers’ warranties and guarantees are passed to the Customer instantaneously with the passing of the title.
- We can terminate the sale of Goods or provisions of Service under this contract where:
- You commit a material breach of your obligations under these Terms and Conditions; or
- Fail to make payment for any amount due under the Contract on the due date for payment; or
- Are or, in our reasonable opinion are about to become, the subject of a bankruptcy order to take advantage of any other statutory provision for the relief of insolvent debtor; or
- Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given any you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up for the granting of an administration in respect of you, or any proceedings are commenced relating to insolvency or possible insolvency.
- We reserve all copyright and any other intellectual property rights which may subsist in any good Goods supplied in connection with the provisions of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of our liability is limited to the total amount of Fees payable to you under the Contract.
- We are not liable (whether caused by our employees, agents or otherwise) in connection with our provisions of the Service or the performance of any of our other obligations under these Term and Conditions or the quotation for:
- Any indirect, special, or consequential loss, damage, costs, or expenses or;
- Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption or; other third-party claims; or
- Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
- Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any Goods supplied in connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
- When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
- The parties agree that where such processing of personal data take place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’, shall have the same meaning as in the GDPR.
- The Service Provider shall only Process Personal Data to the extent reasonable required to enable it to supply the Goods and Services as mentioned in these terms and conditions or as requested by and agreed with the Customer. The Service Provider shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
- The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extend required by applicable legislation and/or regulations.
- The Service Provider shall implement and maintain technical and organisational security measures as required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
- Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be requested from firstname.lastname@example.org. For any enquires or complaints regarding data privacy, please email email@example.com.
Circumstances beyond a party’s control
- Neither of us shall be liable for any failure or delay in performing our obligations where such failure or delay results from any causes that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party)
- Notices shall be deemed to have been duly given:
- When delivered, if delivered by courier, during the normal business hours of the recipient.
- When sent, if transmitted by email, once a return receipt is generated.
- On the fifth business day following mailing, if mailed by ordinary mail; or
- On the tenth business day following mailing, if mailed by airmail.
- No delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions, which will remain valid and enforceable.
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims shall be subject to the exclusive jurisdiction of the English and Welsh courts.