Terms & Conditions
STANDARD TERMS AND CONDITIONS
O’CONNELL’S DRYWALL CONTRACTORS LTD, Units 5 & 6, Eaves Court, Off Bonham Drive, Sittingbourne, Kent, ME10 3RY
Co Reg: 04677320
In this document the following words shall have the following meanings.
“Client" means any person who purchases Goods and Services from the Supplier.
"Goods” means the articles specified in the Order Form.
The “Order Form” means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Supplier.
“Services" means the services specified in the Order Form.
"Supplier" means O’Connell’s Drywall Contractors Ltd.
“Terms and Conditions" means the terms and conditions of sale and supply set out in this document and any special terms and conditions agreed in writing by the Supplier.
2. APPLICATION OF CONDITIONS
Unless modified by special arrangements in writing by O’Connell’s Drywall Contractors Ltd, these Terms & Conditions of sale and supply shall be the only and entire basis of agreement between the Supplier and the Client and shall have precedence over any terms and conditions proposed or stipulated by the Client or any prior verbal representations These Terms & Conditions of sale and supply shall be deemed to be accepted by the Client who places an Order having previously been supplied with a copy of these Terms & Conditions of sale and supply.
The Supplier shall reserve the right to refuse to accept any order for the sale or supply of Goods or Services without any necessity to state or offer a reason for doing so.
The Order Form signed by the Client shall constitute an irrevocable offer by the Client to purchase the products which may be accepted by the Supplier on receipt.
Orders may be placed by letter, fax or e-mail. Any Order will be confirmed in writing by provision of an Order acknowledgment.
Prices stated are those current at the date of the Order Form. O’Connell’s Drywall Contractors Ltd reserves the right to increase prices on non-activated Orders to take account of any increases in costs which are notified to the Supplier after such date and which take effect prior to order confirmation . Value Added Tax will be charged in accordance with United Kingdom legislation in force at the tax point date.
5. TRADE LITERATURE AND PRICE LISTS
All trade price lists and literature are subject to alteration at any time without notice. Descriptions of the Goods and Services are intended to offer guidance only and therefore the Supplier cannot be held liable for their accuracy.
Unless otherwise agreed in writing all accounts are due for payment within 30 days of the date of invoice. Invoices will be sent at the end of each month.
If any accounts remain unpaid by that date, we reserve the right to:
i) Withhold all further supplies and/or cancel the contract; and
ii) Charge interest and fees on all due monies as provided for by the late Payment of Commercial Debts (Interest) Act 1998 as amended until payment (including any costs incurred) ha been paid.
7. DELIVERY TERMS
Although every effort will be made to ensure delivery criteria are met, no responsibility will be accepted for late/non delivery.
8. LOSS OR DAMAGE IN TRANSIT
All losses, damages and short deliveries of Goods must be advised in writing within three days.
All non deliveries must be advised in writing within ten days of the invoice.
In the case of Goods dispatched by the carrier, no claim can be entered into for short delivery or damages unless the consignment note has been signed accordingly.
9. TITLE AND RISK
On delivery of the Goods, risk of damage or loss passes to the Client. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to Client until the Supplier has received in cash or cleared funds payment in full for all the Goods delivered to the Client under this and other contracts between the Supplier and the Client for which payment of the full price of Goods and Services thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Supplier and the Client under which the Goods were delivered.
Whilst the Goods remain in the Supplier’s ownership, the Client, as the Supplier’s Bailee, shall keep the Goods separate and identifiable from all other goods in their possession. Until such time that ownership of Goods passes to the Client, the Supplier reserves the right to, at any time deemed reasonable to ourselves, and without giving reasons for doing so, request the Client to return the goods. If the Client fails to do so, the Supplier shall be entitled to enter on to the Client’s premises or those of a third party where the Goods are stored in order to repossess them.
In the event of the Goods having being resold by the Client including incorporation into other Goods the Supplier reserves the beneficial entitlement to the proceeds of sale until payment of Goods has been made in full.
The Supplier reserves the right to add collection costs and legal fees incurred in the recovery of the outstanding debt.
10. CONFIDENTIAL INFORMATION
Each of the parties agrees with the other that it shall keep any information designated as confidential or which is otherwise clearly confidential in its nature received by it relating to the Goods, the business, assets, affairs and financial results of either party with the exclusion of any information that is already in the public domain.
11. LIMITATION OF LIABILITY
O’Connell’s Drywall Contractors Ltd does not provide a warranty.
The Supplier does however warrant to the Client that the Goods and Services will at all times meet the specifications provided by the Client.
O’Connell’s Drywall Contractors Ltd shall have no liability to the Client, the user or any third party for the consequential or incidental damages of any kind whatsoever (other than that for death or personal injury caused by the negligence of the Supplier) 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 warranty for any consequential or incidental loss or damage including, without limitation any indirect loss or damage such as operating loss, costs, expenses, loss of clientele or damage to the Client’s image or reputation or any other claims for consequential compensation whatsoever which may arise out of or in connection with the supply of O’Connell’s Drywall Contractors Ltd ’s Goods and Services or their use or resale by the Client or the user.
In the event of Goods or Services being supplied which fail to meet the Client’s specification, the liability of the Supplier in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise with respect to any claim shall be solely limited to the total sums received by the Supplier pursuant to this agreement at the time of the claim. Any claim made in respect of the above must be made to the Supplier, within seven days in writing.
If any defects are not immediately apparent on reasonable inspection, notice shall be given in writing within a reasonable time of its discovery.
The Supplier reserves the right to cancel the contract without liability, suspend further deliveries without liability and in the case of Goods having been delivered but not yet paid for; the account shall become immediately due for payment, irrelevant of any previous agreement between the Supplier and the Client.
This clause shall apply in the following conditions:
i) The Client makes voluntary agreements with its creditors
ii) Becomes subject to an administrative order
iii) In the case of an individual partnership or firm becomes bankrupt
iv) In the case of a company going into liquidation
v) The Client is likely to cease trading
vi) The Supplier reasonably believes that any of the above is about to happen and notifies the Client accordingly
13. NON-ASSIGNMENT BY THE CLIENT
The Client shall not (but O’Connell’s Drywall Contractors Ltd shall) be entitled to assign transfer or sub-licence all or any part of this Agreement or of its rights and obligations hereunder.
14. WARRANTY BY THE CLIENT
The Client hereby warrants to O’Connell’s Drywall Contractors Ltd that it is an ultimate end-user of the Goods and Services. In the event of the Client not being the ultimate end user the Client shall fully indemnify, save, defend and hold harmless the Supplier against any and all loss, damages, liabilities, claims, judgements, decree awards, actions, costs and expenses arising in connection with a claim for any third party or end user.
You shall be entitled to deduct the retention amount set out in the Order Form (4) from each Interim Payment due to us.
Half of the retention deducted and retained by you shall be paid to us on notification of completion of our Works, unless agreed otherwise. The remainder of the retention shall be paid to us as set out in the Order Form.
16. VARIATIONS OVER £300
If any variations result in an increase in the amount or cost of the Works we quote a price for the extra work verbally then in writing within 14 days of our request for a variation (taking into account any rates set out in the Order Form (2.5)). You will then decide whether to go ahead with the variation and instruct us accordingly.
If the variation reduces the amount or cost of the Works, an appropriate deduction, calculated by us on a fair and reasonable basis (taking into account any rates set out in the Order Form), from the Price will be made.
We shall not make any alteration to the Works other than in accordance with your instructions.
17. INSTRUCTIONS BELOW £300
You may issue written instructions which we shall forthwith carry out provided they are reasonable and below £300.
If instructions are given orally, they shall, within 1 working day, be confirmed in writing before work commences.
We shall be entitled to additional payment in respect of all additional instructions issued from you.
18. EXTENSION OF TIME
If we are delayed in completing the Works within the timescales set out in the programme issued, due to the ordering of any variation of the Works or for other reasons beyond your control, you shall make such extension of time as is reasonable.
We shall use all reasonable endeavours to prevent or minimise any delay in the progress of the Works.
Guide to time required in working days Mon-Fri: Flat = 8 days, Standard house = 10 days, Town house = 15 days.
All our prices are based on one visit per trade and no allowance has been made financially or in time to return to complete works that was not ready on our first visit.
The rights and remedies of O’Connell’s Drywall Contractors Ltd under this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by O’Connell’s Drywall Contractors Ltd nor by any failure of or delay by O’Connell’s Drywall Contractors Ltd in asserting or exercising any such rights or remedies.
20. FORCE MAJEURE
If the Supplier is hindered or prevented (whether temporarily or permanently) from procuring supplies (including an increase in material costs) to enable it to supply Goods or Services or if such supply is prevented or hindered by reason, without limitation, of Act of God, war, Act of Parliament, or orders, regulations or bye laws made under statutory authority, labour disputes including O’Connell’s Drywall Contractors Ltd’s labour force, interruption of power supply, failure of sources of supply, interference by a third party, civil commotion, fire, flood or other natural disaster, or any causes of whatever kind and whenever occurring being a cause beyond O’Connell’s Drywall Contractors Ltd’s control, (circumstances of Force Majeure), then O’Connell’s Drywall Contractors Ltd may cancel performance of the contract for as long as and to the extent that the prevention or hindrance may last and such cancellation shall not give rise to any claims by the Client, and the Client shall remain liable to pay for the Goods delivered prior to the date of such cancellation.
21. SEVERANCE AND SAVING OF RIGHTS
Should any provision of the Terms & Conditions for the supply of Goods and Services prove to be illegal or unenforceable, such provision shall be deemed severable to the extent of such illegality or unenforceability and the remaining provisions thereof shall continue in full force and effect.
That failure by O’Connell’s Drywall Contractors Ltd at any time to fully enforce any Terms & Conditions of the contract for the sale and supply of Goods and Services or to exercise any rights hereunder shall not constitute a waiver of such Terms & Conditions nor shall it affect O’Connell’s Drywall Contractors Ltd’s right to enforce them.
22. LAW AND JURISDICTION
These conditions and each and every contract shall be subject to and interpreted in accordance with English law and all parties agree to accept the non-exclusive jurisdiction of the English Courts. Such submissions shall not limit nor be construed as limiting O’Connell’s Drywall Contractors Ltd’s rights to take proceedings against the Client in connection with this contract in any court of competent jurisdiction nor shall the taking of proceedings in any one or more courts preclude the taking of proceedings in any other jurisdiction.
Notices may be given by either or both O’Connell’s Drywall Contractors Ltd and the Client by sending such notices to the last known business address or the Registered Office of the other party. Such notices shall be in writing and sent by *First Class Post*, Fax or e-mail.