Terms & Conditions
In these Terms & Conditions, the following expressions shall have the following meanings:
“Company” means Staffordshire Fabrications Ltd registered in England and Wales with company number 02837318 whose registered office is at Unit B & C, West Coppice Road, Brownhills, Walsall, West Midlands, WS8 7EX and VAT registration number is 927527795
“Contract” means the agreement between the Company and the Customer which shall comprise these Terms & Conditions, any quotation or tender provided by the Company and the Customers written order.
“Customer” means the person, firm, partnership, or company to whom the Company is supplying the materials.
“Materials” means the goods to be supplied under the contract.
“Site” means the address specified by the customer to which the delivery of the materials shall be made by the Company, whether that be directly or in directly via a 3rd part transport company also including collection by customers own/nominated transport.
“Works” means all the materials to be supplied, work and labour to be carried out by the Company under the contract.
1.1 The Company shall only accept order from the Customers which ae subject to these Terms & Conditions. These Terms & Conditions shall apply to the Contract to the exclusion of all other terms and conditions. Where a Customers order contains the Customer own Terms & Conditions, the Customers own Terms & Conditions shall not apply and these Terms & Conditions shall prevail, unless otherwise agreed upon in writing. No servant or agent of the Company, other than a director of the Company, has the authority to bind the Company to any departure from these Terms & Conditions.
1.2 No variation to the Contract shall be effective unless agreed in writing by both parties.
2. QUOTATIONS AND ORDERS
2.1 An itemised quotation sets out the materials, finish, sizes, product prices, installation, delivery cost and lead times of the products based on the customer requirements. The Company’s quotation is based upon an analysis of advice, information, drawings and specifications (as the case may be) supplied by the Customer regarding the Customer requirements for products specified in the quotation. The Company shall note be responsible for any discrepancies, errors or omissions in its analysis nor in any drawings, data, specifications or information prepared by it utilising or incorporating all or any plans, data and information supplied by the Customer. The Customer shall pay the extra cost reasonably incurred by the Company due to alterations to the Works necessitated by (a) reason of inaccurate drawings or information in whatever form so supplied to the Company and (b) and delay in commencing or interruption in the programme for the Works drawn up by the Company due to the non-performance by the Customer of all or any of the obligations to be performed by them; such extra costs shall either be added to the Contract price or may be subject to a separate payment at the discretion of the Company.
2.2 Quotations and tenders provided by the Company are valid for acceptance for a period of 24 hours from the date from which they are made, unless otherwise stated in the quotation or tender. All quotations and tenders are subject to these Terms & Conditions. Variation, waiver, or supplement to the Conditions shall be binding unless expressly accepted by the Company in writing.
2.3 Customer shall place orders for materials/works in writing and provide sufficient information with the order to enable the Company to proceed forthwith with fulfilling the order within the specific time period.
3.1 All illustrations, preliminary drawings, specifications and particulars of weights and measures prepared or provided by the Company are approximate only and are for illustrative purposes only and do not form part of the Contract or have any contractual force and shall remain the Company’s property and may not be copied or reproduced without the Company’s permission.
All forms of communication which contain information between the Company and the Customer are to be treated as privileged. Any disclosure, copying, distribution, or any action taken or omitted to be taken on reliance is prohibited and may be unlawful.
4.1 The contract price is based on the cost of materials, labour and other rates and prices ruling at the date of the Company’s quotation. If, by reason of any increase or decrease in the rates of wages, salaries or other payments (including allowances) payable to labour or in the cost of material or transport or of conforming to such laws, orders, regulations and by-laws (including the imposition of any new such matter) as are applicable to the Works above or below such rates and costs ruling at the date of the Company’s quotation, the cost to the Company of performing its obligations under the Contract shall be increased or reduced, the amount of such increase or reduction shall be added to or deducted from the Contract price.
4.2 Unless expressly agreed by the Company the price for materials/works is exclusive of VAT. The Customer shall pay an and all tax chargeable on the invoice.
4.3 The Company reserves the right to charge extra for delivery.
5.1 Bank transfer to the nominated account on the invoice along with most major credit cards are accepted as forms of payment. Any card details which are taken over the phone will be destroyed instantly once payment has been authorized.
5.2 The Company shall issue an invoice/invoices to the Customer for the price of the materials/works plus any agreed upon additional charges.
5.3 Payment terms, unless otherwise agreed, shall be those stated on the invoice unless the Customer has a mutually agreed upon credit terms and credit limit. The only exception to this is upon payment terms given at the time of quotation and agreed upon by both parties.
5.4 Payments shall be made by the Customer, without set-off or deduction, payments due upon the agreed upon terms or terms stated on the invoice.
5.5 The Company shall be entitled to recover from the Customer any costs (including, without limitation, legal cost and expenses, the Company’s administrative costs and Court fees) which the Company reasonably incurs in pursuing payments which were not paid in full and or on time and in accordance with the terms of clause 5.
5.6 The Company reserves the right to suspend deliveries and or supply of the material/works, whether such materials/works are provided pursuant to the Contract or any other Contract between the parties, if the Customer fails to pay any sum due to the Company in accordance with this clause 5. Such suspension will be without prejudice to the right of the Company to charge pro rata for any material/works delivered or supplied up to the date of the suspension.
5.7 The Company shall have a general lien over any property of the Customer which is in the Company’s possession in respect of any sums due under this clause 5.
6. ORDER CONFIRMATION
6.1 Prior to starting manufacture of contracted products, the Customer must confirm the order details as the Company cannot rectify any mistakes or refund monies in any amount after manufacturing.
6.2 Once the order has been placed by the Customer, if the Customer wishes to cancel the order the right to do so will be at the discretion of the Company.
6.3 In the event of a cancelled order, the Company must submit to the Customer within 10 working days the costs incurred thus far up to the date of cancellation.
6.4 Bespoke items which are made to order are exempt from the right to cancel the order and exempt from refunds.
7. SUSPENSION AND CANCELLATION 7.1 In the event of suspension or cancellation of the Contract by the Customer for any reason whatsoever (other than in consequence of some default on the part of the Company) the Company reserves the right to make a charge which shall be paid within 28 days of the notification of the charge by the Company to the Customer.
The charge may include but not be limited to:
- (a) A sum representing the difference between the Contract price and the cost of Materials to the Company.
- (b) Where the material have been prepared or manufactured for the Customer and are not readily re-salable, the cost of the materials to the Company and in cases where manufacture has not commenced, a charge in respect of any preliminary and terminal costs including preparation of drawings, site plans, production plans and specifications.
- (c) In the case of contracts which include installation a sum calculated on the value of the labour content of any works already carried out.
- (d) All other costs, charges and expenses which the Company has or will become liable to pay to any person, firm or company in consequence of or arising out of the suspension or cancellation of the Contract. 7.2 Upon resumption of the Contract after suspension, the Company shall be allowed such extensions of time for the performance of its obligations as is fair an reasonable having regard of suspension and the Contract price shall be adjusted in accordance with the provisions of 7.1 above.
8. PROPERTY AND RISK
8.1 The materials shall remain the Company’s property until payment has been made in full, notwithstanding that the materials/works have been delivered to or affixed to the property of the Customer or any third party.
8.2 Whilst the Company remains the owner of the material/works and the materials/works are not affixed to the property of the Customer or any third party, the Customer shall maintain the materials/works in a satisfactory condition as being the property of the Company.
8.3 The Customer grants the Company an irrevocable license to enter any premises where the material/works are installed to recover them following non-payment by the Customer.
8.4 Risk of damage or loss of the materials/works shall pass to the Customer once received, a signed delivery note will be the confirmation of this.
9.1 Any date specified by the Company for delivery of materials/works is an estimate only.
9.2 Delay in delivery or provision of the materials/works shall not give the Customer the right to cancel the order or recover any loss, damage or expenses which arise from such delay from the Company.
9.3 The Company reserves the right to rebook the delivery of the materials/works if the Customer fails to provide the Company with adequate instructions, access to premises or any other relevant information which is necessary to complete the order in the previously agreed upon time.
9.4 Where the Company tenders the material/works but delivery is not accepted, the Company may store the materials in it own or a third party’s storage facility for the account of the Customer and Customer shall be liable for but not limited to the storage, additional handling, transport, and any other associated costs. The Company may also deliver its invoice for the materials/works stored and payment thereof shall be due at the same time and in the same manner as if the materials/works had been delivered to the Customer or third party at the time they were placed.
9.5 Any fault with the materials/works must be notified within 7 days of the delivery of the materials/works as a condition precedent to any claim being recognised. Failure to notify the Company in accordance with this clause shall be deemed to constitute irrevocable acceptance of the work and that they are in accordance with the Contract.
9.6 From the time of their arrival at site, the customer shall be responsible for loss or damage to the material/works and to the Company equipment howsoever caused or arising (except to the extent that is caused by or arisen from the acts or omissions of the Company’s servants or sub-contractors) and shall indemnify and keep the Company indemnified to the full value thereof until the Contract is completed or the Company’s equipment and have been removed from site by the Company.
9.7 Should any materials/works be lost or damaged by acts or omissions of the Customer or of other (not the Company’s servants or sub-contractors) such materials/works shall be replaced by the Company at the Customers expense. The customer shall accept any delay to the materials/works due to the need lost or damaged items.
9.8 The Customer is required to acknowledge receipt of all materials/works delivered to site by signing the appropriate delivery note a copy of which will be retained by the Company and a copy retained by the Customer.
10.1 Where the materials/works include the installation by the Company the contract price is based upon the site being available to the Company between the hours of 08:00 to 16:00 Monday to Friday inclusive unless otherwise agreed and on the basis that full and free access to the site will be open to the Company during these hours and that the specified facilities will be provided for the Company. The additional costs of lost time due to the lack of access to the site or non-availability of the facilities to be provided by the Customer shall be added to the contract price and shall be paid by the Customer.
10.2 The Customer must provide a satisfactory and continuous means of access to the site free from all obstructions together with offloading facilities and parking facilities for vehicles of the Company, its servants, agents, and sub-contractors.
10.3 The Customer must effect and complete all works of preparation and construction necessary to received the materials/works including clearance of all obstructions from the area of the site in which the materials/works are to be located and or installed.
10.4 The Customer must ensure that there is a sufficient and continuous supply of electric light, power, and water available at all points where necessary for the performance of the materials/works by the Company prior to the commencement of such works.
10.5 The Customer must supply all such plans, date and information together with site plans as the Company may require from time to time in connection with the materials/works.
10.6 The Company will not carry out any builders works, supply materials or alterations to the site/premises of work that is not specifically itemised within the Contract and scope of works.
11.1 The Company will make every reasonable effort to clear the site of all surplus materials and waste, the latter being placed on a central dump to be provided by the Customer for subsequent disposal by the Customer and the Company will make every reasonable effort to leave the installation clean and ready for use but it accepts no liability whatsoever for any deposit or dirt of other materials, or damage to the installation, subsequent to the completion of works, occasioned by the Customer or any third party.
12.1 The Company warrants that in the manufacture of materials/works and raw materials in the contract that they will be produce to the specifications of workmanship provided within the scope of the contract/information provided by the Customer.
12.2 If within a period of 12 months:
- (a) after the despatch of the materials/works in the case of a single consignment, or
- (b) after the despatch of the final consignment of the materials/works in the case of delivery by instalments or
- (c) after the materials have been taken over by the customer in the case of a contract with installation any fault is found in the materials, which in the opinion of the Company, is not attributable wholly or in part to inexpert installation or repair by persons other than the Company or a subcontractor of the Company and is fault within its control, then in each such case the Company shall at its own expense and sole discretion either replace the faulty materials/works provided that the notice of the fault is given in writing to the Company by registered post not more than 7 days after the expiry of the said twelve months.
- 12.3 All products which have a protective treatment added including but not limited to electro plating, powdercoating, galvanizing to name a few will require maintenance during the guarantee period and beyond. Deterioration of untreated products will occur naturally and is a natural trait of the materials that can only be limited by these processes. There fore the Company is not liable whatsoever for the part or full costs relating to a lack of preventative maintenance being carried out by the Customer.
- 12.4 Faulty items supplied by the Company will be replaced, based on clause 12 being adhered to by the Customer. No liability is accepted for any additional costs associated with the maintenance, additional treatments, preparations, or delay caused by replacing these material/works.
13. STATUTORY AND BY-LAW APPROVALS
13.1 It shall be the responsibility of the Customer to obtain all necessary permissions and licenses and to conform to the provisions of Acts of Parliament and to any by-laws, orders and regulations for
the time being in force affecting any works of construction under the Contract and Customer shall pay and indemnify the Company against all fee payable, cost, claims and actions in connection therewith.
14.1 The Company shall not in any event be liable for loss, damage, delay or expense of any kind if the materials/works are altered by the Customer or third party’s by nominated by the Customer without the Company’s written approval or where any damage is caused to the materials/works as a consequence of wear and tear, carelessness in using or handling the materials/works (unless the Customer is supervised by the Company’s staff at the time), any defect in any building in which the materials/works are kept, stored, used and or installed, as a result of any breach of health and safety legislation or any other legal obligation of the Customer or any persons acting for, under or in trust for the Customer, or as a result of any use of the materials/works other than in accordance with the manufacturers, installers, or Company’s instructions or recommendations.
14.2 Nothing in the Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury caused by the Company’s negligence or for any other matter in respect of which the law provides that liability may not be excluded or limited.
14.3 The Company is held to be legally liable for any breach of the Contract or shall become legally liable to the Customer in any way howsoever, the liability of the Company in respect of any or all causes of action shall in no circumstances exceed in the aggregate (100 percent of) the Contract price.
15. RIGHT OF SET OFF
15.1 No right of set off shall exist in respect of any claims by the Customer against the Company unless and until such time as such claims are accepted by the Company in writing and the Customer shall not withhold all or any part of any sum which has become due for payment under the Contract.
16. FORCE MAJEURE
16.1 Whilst the Company undertakes to make every endeavor to execute orders as near to the date specified for delivery as possible, all orders are accepted subject to delays caused by fires, industrial disputes, non-availability of raw materials or power supply, acts of Providence or through any other cause whatsoever beyond the control of the Company and the Company shall not incur liability or be responsible for any inconvenience, cost, losses or damages suffered by the Customer arising from such delays (unless otherwise specifically agreed by the Company in writing, no penalty shall apply). If any such event continues for longer than one month the Company shall be entitled to terminate the Contract without liability to the Customer by service of a written notice.
17. SUBSTITUTION OF MATERIALS
17.1 The company reserves the right to substitute without prior notice or consultation other materials for any which may be specified on the Contract provided that the operating capabilities and the technical properties are not in the opinion of the Company, adversely affected.
18. ALTERATIONS TO DESIGN OR SPECIFICATION
18.1 Any alteration to design and/or specification requested by the Customer shall be notified to the Company in writing. Any cost incurred in complying with such alterations shall be added to the Contract price and shall be paid by the Customer.
19.1 Either party shall be entitled to terminate the Contract forthwith upon written if the other party commits a material breach of any of the provisions of the Contract and (in case of a remediable breach) fails to remedy the same within 7 days after a receipt of written notice giving full particulars of the breach required to remedied;
19.2 The other party suspends or ceases to carry on all or a substantial part of its business, becomes bankrupt or enters into compulsory or voluntary liquidation, winding up, administration, receivership or any other composition or arrangement with its creditors, or any other similar or analogous procedure in the relevant jurisdiction or threatens or purports to do any such thing; or
19.3 The other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to fulfil its obligations under the Contract has been placed in jeopardy
19.4 Where the Customer terminates the Contract for any reason or where the Company terminates the Contract by reason of any material breach by the Customer, the Company shall be entitled to be paid for all costs incurred by the Company to the date of cancellation, including but not limited to materials/works already procured, materials/ works manufactured, cost incurred from employing sub-contractors, whether or not they have been delivered to the Customer.
20.1 The Company reserves the right to sub-contract any part of the Contract they so wish, but in doing so the Company will not be relieved of any liabilities under the Contract.
21.1 No failure of delay on the part of either party to exercise any right or remedy under the Contract shall be construed or operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude the further exercise of any right or remedy.
22.1 If any provision of the Contract is held by a Court or other relevant tribunal to be invalid or unenforceable it shall be severable and shall be deemed omitted from the Contract to the extent necessary to prevent such invalidity or unenforceability and the remaining provisions shall continue to have full effect.
23. ENTIRE AGREEMENT
23.1 The parties agree that the agreement constitutes the entire agreement between them, and supersedes all previous drafts, agreements, arrangement, and understandings between them, whether oral or written.
23.2 Each party agrees that it will have no remedy in respect of any representation, statement, assurance, or warranty that is not expressly set out in the Contract. Each party agrees that its only remedy in respect of those representations, statements, assurances, and warranties that are set out in the agreement will be of breach of contract in accordance with the term of the contract.
24. GOVERNING LAW
24.1 The contract shall be governed by English law and the English Courts shall have exclusive jurisdiction in relation to Customers from England and Wales and non-exclusive jurisdiction in relation in all other cases, with regards to all matter arising under it.