TERMS AND CONDITIONS

CPrescott Limited; company number 12629600, registered office OFF2 | ARMADILLO SELF STORAGE | ESTATE ROAD 1 DN31 2TB. CPrescott Limited also trade as Urban Bathrooms and PanelFX

 

  1. INTERPRETATION

 

  • In these conditions the following definitions apply:

Business Day

Means a day other than Saturday, Sunday and public holidays.

Buyer

Means the person or firm who purchases goods or services from the Seller identified and whose details are set out in the quote / invoice.

Conditions

Means the terms and conditions as set out in this document.

Contract

Means the agreement between the Seller and the Buyer for the sale and purchase of goods or services as set out in the quote / invoice.

Delivery Location

Means the address for the delivery of goods as set out in the quote / invoice.

Force Majeure

Means an event or series of events beyond a parties’ reasonable control preventing it or delaying it from performing its obligations under the Contract. (Including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot, civil unrest, strike, lockout, or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the contract. A parties’ failure to pay shall not be an event of Force Majeure.

Goods & Services

Means the goods and related accessories, spare parts and documentation and any other deliveries or services as set out in the quote / invoice and to be supplied by the Seller to the Buyer.

The Quote / invoice

Means the Buyers’ quote / invoice for the goods or services as set out in in the quote / invoice provided to the Buyer by the Seller.

 

Seller

Means CPrescott Limited; company number 12629600, registered OFF2 | ARMADILLO SELF STORAGE | ESTATE ROAD 1 DN31 2TB. CPrescott Limited also trade as Urban Bathrooms and PanelFX

VAT

Means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of goods or services.

Context

Unless the context otherwise applies:

  • Each gender includes the others;
  • The singular includes the plural and vice versa;
  • Reference to the Contract includes these terms and conditions, the quote / invoice and any schedule;
  • Reference to persons includes individuals, unincorporated bodies, government entities, companies and corporations.

 

  1. APPLICATION OF THESE TERMS AND CONDITIONS

 

  • These conditions apply and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of supply.

 

  • No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase quote / invoice, confirmation quote / invoice, specification or any other document will form part of the Contract.

 

  • No variation of these conditions or to an quote / invoice, or to a quotation from the Seller will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Seller.

 

  • Each quote / invoice by the Buyer to the Seller will be deemed to be an offer to purchase goods or services and will be subject to these conditions.

 

  • The Seller reserves the right to reject a quote / invoice, in whole or in part at its’ sole discretion.

 

  • Any quotation by the Seller for the provision of goods or services will be deemed to be:
    • an invitation to treat and shall not be an offer by the Seller to supply goods or services and shall be subject to these terms and conditions; and
    • shall be valid for 30 days from the date of issue.

 

  • A contract shall be formed upon the earlier to occur:
    • written acceptance by the Seller of the Buyer’s Quote / invoice; or
    • the Buyer communicating to the Seller through any means available that they wish to proceed with the transaction.

 

  1. PRICE

 

  • The price for the goods or services shall be set out in the quote / invoice or in default to be calculated in accordance with the Seller’s standard scale of charges in force on the date of the formation of the Contract.

 

  • The price:
    • includes free delivery in the North East of England if it is within a 50 mile radius of the registered office of the Seller;
    • should delivery be further than 50 miles from the registered office of the Seller, the Seller reserves the right to charge for delivery;
    • if the price does not include VAT this will be listed separately on the quote / invoice.

 

  • The Seller reserves to increase the price for any undelivered goods:
    • written notice to the Buyer in respect of any relevant goods delivered after expiry of such notice; or
    • With immediate effect by written notice to the Buyer where such increase arises as a consequence of any increase in the direct cost to the Seller of supplying the goods or services which is due to any factor beyond the control of the Seller.

 

  1. PAYMENT

 

  • The Buyer shall pay a minimum deposit of 50% of the purchase price upon confirming their acceptance of the quotation.

 

  • The goods or services will only be delivered after cleared funds of the balance has been received by the Seller or by other agreement made by the Seller.

 

  • Payment may be made by cash, card or bank transfer.

 

  • Where sums due are not paid in full in accordance with these terms the Seller reserves the right to:
    • without limiting its other rights, may charge interest at 2% a year above the base rate of the Bank of England from the time the money has become due;
    • interest will accrue on a daily basis and will apply from the date the payment is due until it is received in full, whether before or after judgement.

 

  1. DELIVERY

 

  • The goods will be:
    • delivered to the delivery address agreed and listed on the quote / invoice;
    • if there is a change of delivery address the Seller reserves the right to charge additional costs.

 

  • The goods will be deemed to be delivered if delivered by or for the Seller under clause 5.1.1 above, upon the unloading of the goods at the delivery location.

 

  • If the Buyer fails to accept delivery of the goods:
    • the Buyer will pay the reasonable storage and insurance costs for the goods until deemed delivery date;
    • if the Buyer has still not accepted delivery of the goods within 90days of the delivery date the Seller may resell or otherwise dispose of the goods and invoice the Buyer for any shortfall of the resale price.

 

  • Delivery is kerb side only and with one person in attendance to assist.

 

  • Once delivery has been accepted it is the Buyers responsibility to check the goods. If that is not feasible due to the size or timing of the delivery, the Buyer has 48 hours to inform the Seller of any shortages or damage.

 

  • The goods may be delivered by instalments. Any delay in delivery of an instalment will not allow the Buyer to cancel any other instalment.

 

  • The seller will use its reasonable endeavours to meet delivery dates but such dates are approximate only and the timing of the delivery is not of the essence.

 

  • The Seller will not be liable for any failure to make delivery if the Buyer:
    • fails to make the delivery address available;
    • fails to prepare the delivery location; or
    • fails to provide the Seller with adequate instructions for delivery.

 

  1. TITLE AND RISK

 

  • Risk in the goods will pass to the Buyer upon delivery.

 

  • Title to the goods will remain with the Seller until the Seller is paid in full for all goods and services as agreed between the parties.

 

  • Until the title of the goods has passed to the Buyer, they must:
    • hold the goods as Bailee for the seller;
    • store the goods separately from all other materials in the Buyer’s possession;
    • take all reasonable care of the goods;
    • insure the goods from the date of delivery;
    • ensure that the goods are clearly identifiable as belonging to the Seller;
    • not remove or mark on either the goods or packaging; &
    • provide the Seller with such information as the Seller may request from time to time.

 

  • If at any time before the title to the goods has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes that any of the events listed in the clause TERMINATION may apply; the Seller may:
    • require the Buyer at their own expense to re-deliver the goods to the Seller; and
    • if the Buyer fails to do so promptly, enter any premises where the goods are and repossess them.

 

  1. WARRANTY

 

  • The Seller warrants that:
    • services are guaranteed by the Seller for 12 months;
    • the Seller warrants that goods are guaranteed by the manufacturer and information will be provided if required for the specific goods supplied to the Buyer;
    • goods will conform to their description as far as the Seller is able to warrant, on the basis that sizes, weights, colours, and measurements may vary by the nature of the goods; &
    • be fit for purpose in accordance with the Sale of Goods Act 1979 (as amended)

 

  • The Seller will, at its option, repair, replace or refund defective goods provided that subject to clause 8:
    • the Buyer informs the Seller, in writing, within the warranty period and immediately upon discovery;
    • the Buyer gives the Seller a reasonable opportunity to examine the goods; &
    • the Buyer returns the goods to the Seller at their own expense.

 

  • The Seller will not be liable for any failure of the goods to comply with the above if:
    • the failure arises by reason of fair wear and tear, wilful damage, negligence or abnormal working conditions or could be expected to arise in the normal course of use of the goods;
    • the Buyer fails to comply with the Seller’s instructions in relation to the goods
    • where the Buyer modifies the goods in any way; or
    • where the Buyer uses the goods after notifying the Seller of the defect.

 

  • Except for above:
    • the Seller gives no warranty in relation to the goods or services;
    • will be under no liability.

 

  1. OBLIGATIONS OF BUYER

 

  • The Buyer will:
    • place all quote / invoices on these conditions and ensure that the contents of the quote / invoice are complete and accurate;
    • co-operate fully with the Seller in relation to delivery.

 

  1. LIABILITY

 

  • The Seller does not seek to limit liability in relation to:
    • death or personal injury caused by negligence;
    • breach of implied terms in S.12 of the Sales of Goods Act1979 or S.2 of the Supply of Goods and Services Act 1982;
    • for defective products under the Consumer Protection Act 1987; or
    • for fraud or fraudulent misrepresentation.

 

  1. CONFIDENTIALITY

 

  • The Seller will take all reasonable steps to keep all information of the Buyer confidential and will only use this information as required to perform the Contract.
  • The Seller will apply to all GDPR regulations.

 

  1. FORCE MAJEURE

 

  • A party will not be liable if delayed in or prevented from performing its obligations due to a Force Majeure, provided that it:
    • promptly notifies the other party of the event and its expected duration; &
    • uses reasonable endeavours to minimise the effects that event.

 

  1. TERMINATION

 

  • The Contract may be terminated forthwith by the Seller at any time if:
    • the Buyer commits a material breach, or series of breaches resulting in a material breach of the Contract and such breach is not remediable or if capable of remedy, is not remedied within 14 days of written notice to do so;
    • the Buyer suspends or threatens to suspend payment;
    • the Buyer negotiates with its’ creditors to reschedule its debts;
    • the Buyer passes a resolution for winding up, a liquidator or administrator is appointed or a winding up quote / invoice is made,
    • a creditor of the Buyer takes action or enforcement action against any part of the Buyer’s assets;
    • the Buyer takes or suffers any similar actions to those within this clause in any jurisdiction;
    • there is a material change in the management, control or owner related to the Buyer;
    • the Buyer suspends trading, ceases to carry on business or threatens to do either;
    • the Buyer, as an individual, dies or ceases to be capable of managing his own affairs; or
    • the Buyer is subject to a Force Majeure.

 

  • In addition to the rights above, the Seller may terminate the Contract at any time by giving 14 days written notice to the Buyer if the Buyer has failed to pay any amount due under the Contract.

 

  • On termination of the Contract for any reason:
    • the Buyer will within 14 days pay all invoices due to the Seller;
    • the Buyer will return forthwith any materials or goods to the Seller. If he fails to do so, the Seller may enter any premises in which the goods or materials are stored and take possession of them;
    • the accrued rights and liabilities of the parties will not be affected; &
    • any clause which expressly or by implication are to survive termination, will do so.

12.3.5 the buyer can`t return any bespoke products

  1. GENERAL

15.1 General matters:

Time

Time is not of the essence unless expressly stated in the quote / invoice, terms and conditions or the Contract.

No set-off

All payments by the Buyer will be made without set-off or counterclaim, free and clear and without deduction for any tax, levy, duty or charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts; in which case the party will pay to the other such additional amount as will ensure that the other is paid the full amount as if it would have received if not for the deduction or withholding.

Relationship

The parties are independent of each other and are not principal and agent, partners, or employers and employees.

Severability

If any part of this contract is found by a Court, Tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Contract And the remaining provisions of the Contract will otherwise remain in full force.

Notices

Notices under the contract will be in writing and will be sent to the person(s) and address(s) set out in the quote / invoice. They may be given and deemed received under the usual rules of deemed service.

Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed as a waiver of that, or any other, right or remedy.

Rights of third parties

This contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Priority

In the event of conflict, these terms and conditions prevail over any other documents provided by the Seller to the Buyer.

 

Entire Agreement

This Contract constitutes the entire agreement between the parties in relation to its’ subject matter. No other terms apply.

 

  1. GOVERNING LAWS & JURISDICTION

16.1 The Contract and any dispute or claim arising out of it, or in connection with it, its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.

16.2 The parties irrevocably agree that the Courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation.

 

CPrescott Limited; company number 12629600, registered office OFF2 | ARMADILLO SELF STORAGE | ESTATE ROAD 1 DN31 2TB. CPrescott Limited also trade as Urban Bathrooms and PanelFX