- 1. INTERPRETATION
- 1.1. Definitions:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Belfast are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 15.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer: the person or legal entity who purchases the Products from the Supplier.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control including any event that causes performance to be impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstances beyond the control of the parties such as fire, war, natural disasters, extensive military mobilisation, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by suppliers or sub-contractors caused by any such circumstances.
Products: the Products (or any part of them) set out in the Order.
Initial Quotation: the price quoted to the Customer by the Supplier following the first visit.
- 1.1. Definitions:
Order: the signed Customer’s order for the Products is the Customer’s written acceptance of the Supplier’s Initial Quotation.
Quotation: the price quoted to the Customer by the Supplier with the Specification.
Specification: the description of Products provided in writing by the Supplier to the Customer with the Quotation following the technical survey.
Supplier: Hunter Hall Design.
- 1.2. Interpretation:
- (a) under that statute or statutory provision, as amended or re-enacted.
- (b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- (c) a reference to writing or written includes faxes and emails.
- 2. BASIS OF CONTRACT
- 2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.2. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
- 2.3. The Order shall only be deemed to be accepted when the Customer issues a signed acceptance of the Initial Quotation, at which point the Contract shall come into existence. (Commencement Date).
- 2.4. The Initial Quotation can be amended or varied following the technical survey and the Customer shall be furnished with a copy of the contract variation.
- 2.5. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
- 2.6. Any Specification, samples, colour, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any Contractual force.
- 2.7. A quotation shall only be valid for a period of 28 days from its date of issue.
- 2.8. The parties acknowledge that the staff of the Supplier do not have any authority to make statements binding upon the Supplier.
- 3. PRODUCTS
- 3.1. The Products are as described in the Supplier’s quotation as modified by any applicable Specification.
- 3.2. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
- 4. DELIVERY
- 4.1. If delivery to the customer is agreed between the parties in advance the Supplier shall: –
- (a) ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
- (b) deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) after the Supplier notifies the Customer that the Products are ready.
- 4.2. Delivery is completed on the completion of unloading of the Products at the Delivery Location. The Customer shall have 48 hours from the completion of the first delivery to inspect the Products and report any material defect to the Supplier.
- 4.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a delay in the supply of materials or a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. Delay in delivery of the Products does not entitle the Customer to reject the Products and terminate the Contract.
- 4.4. If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- 4.5. If 14 Business Days after the day on which the Supplier notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, the Supplier shall retain the payments made to that date and charge for any reasonable storage and administrative costs. If the Supplier agrees to store the Products pending delivery the Supplier shall store the Products at the Customer’s risk and expense. Products cannot be delivered to the Customer from the storage facility until storage costs and associated expenses including insurance are paid to the Supplier.
- 4.6. The Supplier may deliver the Products by instalments; however, the final 10% payment shall be made upon first delivery. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- 5. QUALITY
- 5.1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Products shall:
- (a) conform in all material respects with their description; and
- (b) be free from material defects in design, material and workmanship; and
- (c) be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
- (d) be fit for any purpose held out by the Supplier.
- 5.2. The Supplier shall provide a guarantee to replace or repair free of charge any Product which proves defective due to faulty workmanship, faulty materials or corrosion for the Product. This guarantee will be forwarded to the Customer after full payment has been received by the Supplier. The term of the guarantee varies dependent on the type of Product.
- 5.3. The Supplier shall provide all separate manufacturer warranties for the Products.
- 5.4. Subject to Clause 5.1, if:
- (a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Clause 5.1;
- (b) the Supplier is given a reasonable opportunity of examining such Products; and
- (c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
- 5.5. The Supplier shall not be liable for the Products’ failure to comply with the warranty set out in Clause 5.1 in any of the following events:
- (a) the Customer makes any further use of such Products after giving notice in accordance with Clause 5.2;
- (b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
- (c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
- (d) the Customer alters or repairs such Products without the written consent of the Supplier;
- (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
- (f) the Products differ from their description or any the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
- (g) the Customer does not comply with the servicing requirements as set out by the Supplier in the Specification; or
- (h) any interruption of services due to installation.
- 5.6. Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in Clause 5.1.
- 5.7. The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- 5.8. These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
- 6. TITLE AND RISK
- 6.1. The risk in the Products shall pass to the Customer on completion of first delivery. Non transferrable.
- 6.2. Title to the Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Products.
- 6.3. Until title to the Products has passed to the Customer, the Customer shall:
- (a) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- (b) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 8.1; and
- (c) give the Supplier such information relating to the Products as the Supplier may require from time to time.
- 7. INSTALLATION
- 7.1. Upon the request of the Customer the Supplier shall assist the Customer with an independent fitter to install the Products.
- 7.2. The Supplier shall use all reasonable endeavours to meet any delivery dates for installation specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence.
- 7.3. The Supplier reserves the right to amend the Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the installation, and the Supplier shall notify the Customer in any such event.
- 7.4. The Supplier shall not be held liable for any defect or damage caused by installation and the Customer agrees that the contract for installation is between the Customer and the fitter directly.
- 7.5. The Customer acknowledges that the fitter shall charge for the installation of any additional items purchased by the Customer.
- 8. CUSTOMER’S OBLIGATIONS
- 8.1. The Customer shall:
- (a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
- (b) co-operate with the Supplier in all matters relating to the Products;
- (c) provide the Supplier, its employees, agents, consultants and sub-contractors, with access to the Customer’s premises, and other facilities as reasonably required by the Supplier to provide the Products;
- (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Products, and ensure that such information is complete and accurate in all material respects;
- (e) prepare the Customer’s premises for the supply of the Products
- (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Products before the date on which the Products are due to be delivered;
- (g) comply with all applicable laws, including seeking the necessary planning permission;
- (h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
- (i) comply with any additional obligations as set out in the Specification.
- 8.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
- (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 8.2; and
- (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
- 9. CANCELLATION
- 9.1. If the Order is cancelled after the Supplier has accepted it, the Customer will become liable to the Supplier for a cancellation charge. That charge will be calculated to recover only the direct and indirect costs incurred by the Supplier in connection with the Customer’s order setup to the time of the receipt of notification of the cancellation.
- 9.2. The following order cancellation charges shall be levied in accordance with the following scale:
|Before preparation of Surveyor’s Drawings||£300.00|
|Following completion of Surveyor’s Drawings||£550.00|
|8 weeks prior to agreed delivery date||40% of order value|
|6 weeks prior to agreed delivery date||60% of order value|
|4 weeks prior to agreed delivery date||80% of order value|
|2 weeks prior to agreed delivery date||100% of order value|
- 9.3. The Supplier reserves the right to vary these figures, in accordance with manufacturing progress and orders placed on third party suppliers. The Customer shall promptly advise the Supplier at the earliest opportunity of a situation that is likely to affect the progress of an order, in order to keep these cancellation charges to a minimum.
- 10. PRICE AND PAYMENT
- 10.1. The price for Products:
- (a) shall be the price set out in the Order;
- (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be invoiced to the Customer; and
- 10.2. Deposit and Payment by instalment
Products which are supplied and installed shall be subject to the following payment terms by non-refundable instalments: –
- i) Payment of 20% of the agreed price shall be made at the time of placing the Order. This is a non-refundable deposit; and
- ii) Payment of 70% of the agreed price shall be made 4 weeks before the first agreed delivery date. This non-refundable; and
- iii) The final balance of the agreed price shall be due and payable upon first delivery.
The Customer has the right to cancel the Order for 14 days following the payment of the first instalment. Unless they have signed a waiver
any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Products.
- 11. TERMINATION
- 11.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
- (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
- (a) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- 11.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- 11.3. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
- 11.4. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- 12. CONSEQUENCES OF TERMINATION
On termination of the Contract:
the Customer shall return all of the Supplier Materials or Products which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- 12.2. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
- 13. INTELLECTUAL PROPERTY RIGHTS
- 13.1. All Intellectual Property Rights in or arising out of or in connection with any Order shall be owned by the Supplier.
- 14. FORCE MAJEURE
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate this Contract by giving 60 days written notice to the affected party.
- 15. GENERAL
- 15.1. Assignment and other dealings.
- (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- 15.2. Entire agreement.
- (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- 15.3. Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the Supplier (or their authorised representatives).
- 15.4. Waiver.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 15.5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- 15.6. Notices.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
- (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to the Order, if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
- (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 15.7. Data Protection. The Supplier shall collect and process information relating to the Customer in accordance with the Privacy Notice and its Data Protection Policy which are both available on its website.
- 15.8. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
- 15.9. Dispute Resolution.
- (a) If any dispute arises in connection with this Contract, the parties will attempt to settle it by mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed between the parties, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
- (b) The mediation will take place in the city of Belfast, Northern Ireland and the language of the mediation will be English. The Mediation Agreement referred to in the CEDR Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of Northern Ireland.
- (c) Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
- 15.10. Governing law. The Contract, and any dispute or claim (including non-Contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Northern Ireland.
15.11. Jurisdiction. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-Contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.