Inchoak Ltd. - General Terms and Conditions
| 1 | Conditions | |
| a) | In these Conditions the following expressions shall have the meanings hereby respectively assigned to them, that is to say: ‘The Company’ or ‘The Company’s’ shall mean Inchoak Ltd. Or any other Trading name of Inchoak Ltd. ‘The Client’ or ‘The Clients’ shall mean any person, firm or company who shall enter into a contract with ‘The Company’ for the supply of goods or services. |
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| 2 | General | |
| a) | All orders are accepted and services supplied subject to the following expressions, terms and conditions, and all other conditions, warranties and representations, express or implied and statutory or otherwise except as to title, are hereby excluded. No variation therefrom shall apply unless specifically agreed in writing between ‘The Client’ and ‘The Company’s’ authorised representatives. | |
| b) | ‘The Company’ will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. | |
| c) | Our acceptance covers only such goods, accessories and work, to quantities as specified in our final quotation and ‘The Clients’ corresponding order. | |
| d) | Any specifications, drawings, literature or particulars supplied by us, are submitted in confidence for the use and information of ‘The Client’ only and shall remain the property of ‘The Company’ and shall be returned to us upon request. They shall not be used by ‘The Client’ except for the purpose of the contract, nor shall they be disclosed to any third party for any purpose whatsoever | |
| e) | ‘The Company’ retains title to all goods delivered until such time as the invoice is paid in full. | |
| f) | Although title in all goods delivered does not pass to the Client until paid for in full, the Client is obliged to ensure that all goods delivered are covered by a suitable policy of insurance such that any damage or destruction to the goods will be covered. | |
| g) | All goods properly supplied by the Company, upon receipt of a properly constituted order from the Client shall be non-returnable. | |
| h) | Should there be any damage to goods delivered the Company shall only be obliged to consider and deal with any claim if made within three days of delivery. | |
| 3 | Waiver | |
| a) | No waivers of these conditions shall apply unless agreed in writing by the parties. | |
| b) | Waiver by ‘The Company’ of any default of ‘The Client’ shall not be a waiver of the rights of the Company to enforce their claims against the Client for any breach. Further, waiver shall not be a waiver of any default which occurs thereafter. | |
| 4 | Services | |
| a) | ‘The Company’ hereby undertakes to provide to ‘The Client’ all services agreed in the contract in a professional manner but it is accepted by the Client that time is not of the essence. | |
| 5 | Terms of Payment | |
| a) | Payment shall be by company cheque (made payable to Inchoak Ltd.), or by electronic transfer of funds. | |
| b) | Invoicing for management fees will be monthly from the date of the commencement of the contract. All other goods or services supplied will be invoiced on the basis agreed at time of acceptance of the order. | |
| c) | Payment must reach ‘The Company’ within 1 month of the date of invoice, or as otherwise agreed at time of acceptance of the order, time of payment being of the essence of the contract. . | |
| d) | Trade terms depend on prompt payment of accounts, late payments may result in the delayed delivery of goods on order and loss of discounts. | |
| e) | ‘The Company’ retains the option to charge interest at the rate of 3% above the Bank of England base rate applying at the date of invoice. This charge will be made by separate invoice, exclusive of V.A.T. on all accounts which remain unpaid past the time limit agreed as mentioned above. | |
| f) | In the event of non payment within the time limit mentioned above, and ‘The Company’ having to employ collection agents and/or solicitors to recover any monies due, ‘The Client’ shall be required to reimburse ‘The Company’ of all costs and disbursements so incurred. | |
| g) | No defect in the materials or workmanship on goods shall operate to interfere with the terms of payment which must be carried out whether or not ‘The Client’ claims in respect of such a defect. | |
| 6 | Prices | |
| a) | Prices will be as per our quotation and shall not vary without written confirmation from both parties. | |
| b) | In the event of variation to the specified quantities or details, prices will be subject to revision. Omissions will be allowed for or extras will be charged at pro-rata rates. | |
| c) | We assume that approval has or will have been obtained under the Building Act 1984, and prices are subject to revision in the event of variation to the specification brought about by the requirements of the Local Authority. Any fees due to the local Authority and professional fees incurred in respect of planning applications will be charged for in our monthly invoicing of management fees. | |
| d) | Unless otherwise stated, all costs are quoted exclusive of V.A.T. or other tax, which will be charged at rates in force at the time of the invoice. | |
| e) | If any other contractor not supplied by ‘the Company’, or not sub-contacted by ‘the Company’ is responsible for or the cause of any over-run on time taken for the contract, charges for any excess for time or any other work required to complete the contract of whatever nature, will be charged at pro-rata rates. | |
| 7 | Changes | |
| a) | Any changes to the original contract must be agreed in writing by both parties, and subject to a written review by ‘The Company’ of any resultant time, cost & quality implications to the project. | |
| 8 | Cancellation | |
| a) | An accepted order may only be cancelled subsequently with our consent in writing. ‘The Client’ is responsible for any goods, design-work, contract work, or any expenses incurred by us up to the time of the cancellation including any special purchase made by us on his behalf , or any items which cannot in turn be cancelled by us with our suppliers. This also applies to any alteration affecting a contract on which finished goods have been completed up to the time of any alteration affecting them. | |
| b) | For cancelled contracts ‘The Client’ will be liable for all charges incurred up to the date of cancellation, for all costs incurred by ‘The Company’, and for 20% of the outstanding contract cost. | |
| c) | Force Majeure: Should we be prevented from or delayed in manufacturing, delivering, or erecting in accordance with the contract, any of the goods at the time or times specified or , if none specified within a reasonable time, by reason of War ( whether declared or not and whether or not the United Kingdom is a belligerent). National Emergency, Government or other competent Authority’s regulations and controls, scarcity of labour, strikes, lockouts, civil commotion, riots, fires, act of god or of the Queen’s enemies, flood, drought, frost or snow, mutinies, sabotage, or other unexpected or exceptional cause existing either at our Works or at the port of shipment or place of delivery, or elsewhere, or by scarcity, shortage, difficulty in procuring or inability to procure materials or articles, ‘The Company’ or ‘The Client’ shall be entitled by notice in writing to the other party to cancel the sale as to all or any of the goods or services. If the sale shall be so cancelled as to part only, ‘The Client’ shall pay for the part delivered or provided at the contract price, in accordance with section 8(a). If and in so far as there is not such cancellation, the time or times for delivery may be deemed to be extended until the cause of the delay has ceased and for a reasonable period thereafter. | |
| 9 | Interpretation | |
| a) | The construction, validity and performance of any contracts shall be governed by the Laws of England and the jurisdiction of the English Courts | |