In these conditions: “the Company” means Heron Joinery at address 2 St Patrick’s Street, Draperstown, Magherafelt, BT45 7AL, “the Customer” means the person/persons/company who is/are purchasing the goods, “goods” means the articles materials or things to be supplied or supplied and fixed.
All goods are sold subject to these conditions which shall prevail over any conflicting conditions sought to be imposed by a customer and no conditions thereto or variations therefrom shall be binding unless agreed to in writing and signed by a duly authorised agent or servant of the Company.
- Catalogues, price lists and other advertising material are only indications of the type of goods offered and shall be subject to variations from time to time by the Company and shall not constitute an offer or be binding on the Company.
- Prices shown on quotations and letter acknowledgements are given in good faith by the Company and every endeavour will be made by the Company to maintain the price quoted. Any such prices are subject to variations in the costs of labour, materials and associated charges. Prices are therefore subject to change by the Company without notice and shall, unless otherwise agreed in writing between the parties, be adjusted to the price ruling at the date of despatch.
- Prices on Quotations, Estimates, Price Lists etc do not, unless specifically stated in writing, include for visits to sites to take sizes or for visits to examine any product sold by the Company on a “SUPPLY ONLY” basis after such product has been installed. Where the Customer requires such site visits the Company reserves the right to impose a charge.
- Orders are accepted by the Company subject to the materials or goods ordered being available when required in the quantities required.
Title to goods
- Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer. For the avoidance of any doubt:-
- the Company may recover the goods at any time from the Customer if the Company determines that the amount outstanding from the Customer on the general statement of account between the parties is in excess of the credit limit the Company is willing to accord to the Customer, and the Company is hereby authorised with its servants and agents to enter upon any land or building owned by or within the control of the Customer upon which the goods are situated for the purpose of such recovery.
- should the Customer incorporate such goods into other products (by the addition of its own goods or those of others) or uses such goods as materials for other products (with or without such addition) any interest of the Customer in those other products shall upon such incorporation or use also be transferred to the Company and the Customer shall hold the same as bailee on behalf of the Company and will store the same for the Company in a proper manner without charge to the Company. The Customer shall maintain full and accurate records of where the goods are situate at all times together with full details of how and where the goods have been incorporated into other goods/products to facilitate the Company readily identifying the goods at all times.
- for the avoidance of doubt the Customer acting in good faith shall have the right to pass good title to the goods or products to third parties being bona fide purchasers for value without reasonable notice of the Company’s rights.
- in the event of such disposal the Customer shall have a fiduciary duty to account to the Company for the proceeds of such sale but may retain therefrom any excess of such proceeds over the amount outstanding under this or any other sale contract between them, and the Customer shall be deemed to have granted to the Company the additional right to recover the amount due from the third party purchaser to the extent unpaid Provided Always that where the Company avails itself of such right the Company will account to the Customer for such excess as aforesaid less any expenses incurred by the Company in or about the recovery.
- The Customer’s right to possession will cease immediately if the Customer enters into (i) insolvent liquidation, (ii) administration, (iii) ceases to trade, (iv) becomes insolvent or (v) charges the goods or any of them or other goods supplied by the Company and in respect of which title remains with the Company.
- Risk shall not pass at the same time as Property in the goods but shall pass at the time of delivery and the Customer should arrange for insurance cover and security accordingly.
Right to notify
- Written notice of a claim arising out of or in connection with this sale must be given to the Company within 2 days from date goods collected or delivered, failing which all claims shall be deemed to be waived and absolutely barred.
- Pre-finished doors and windows must be inspected on collection by Customer or on delivery by Company as no responsibility can be accepted thereafter for any scores or scratches.
- Where any fault is found in materials supplied by the Company, the liability of the Company will be limited to the value of the defective goods and/or to the amount recoverable by the Company from the supplier of the materials (where relevant). The Company’s liability shall (save where through statutory legislation or at common law it shall not be entitled to abrogate the same) be at all times limited to an obligation to repair, replace in the condition originally specified or refund the cost of the defective goods. Replaced defective parts become the Company’s property. No warranty or condition expressed or implied, statutory of otherwise is given or created by the Company. The Company is not responsible in any event for defects resulting from accidents, faulty installation or causes arising outside the apparatus supplied, nor in cases where goods are subjected to working conditions for which it was not supplied. Moreover, the Company’s liability in respect of, or consequent upon, any such defects, where in original or replaced workmanship, or delay in deliveries or any other cause is limited to replacement only and does not extend to other expenditure, loss or damage incurred by the Customer or to any loss of profit, cost or replacement elsewhere, or expense or any loss or damage whatsoever, consequential or otherwise, suffered or incurred by the Customer.
- Where any defect occurs in materials supplied by the Company, the Customer shall not be entitled to withhold payment on goods other than those which are established to be defective.
- Goods are not sold (or tested) as conforming to any British Standard Specification or as fit for any particular purpose, unless expressly stated in writing, and any term, condition or Warranty that the goods are so fit is excluded.
- Where goods are sold on a “SUPPLY ONLY” basis, such goods should be examined before site work or installation commences as no complaint or liability will be accepted after any work has been carried out on or in connection with the goods by the Customer or any third party.
- Goods may only be returned on foot of the Company’s written consent. On such return they will be credited at the invoice price less handling charge. Consent will not be given to the return of goods which have been designed, made or ordered specially for the Customer. Where cancellation involves goods designed, made or ordered specially for the Customer but not yet supplied, the Customer will be liable for any costs and losses incurred by the Company in respect of the cancellation of such goods.
- Orders can only be terminated in whole or part by the Customer after agreement with the Company and upon payment of reasonable charges based upon expenses incurred by the Company at time of termination and shall not be less than 20% of the contract price.
- Delivery of all orders will be made as early as practicable, or as close as practicable to Customer’s specific requirements. Any dates agreed for delivery or performance shall be regarded as estimated only. Notwithstanding any delay, however, orders will remain valid and binding. No liability will be accepted for the failure or inability of the Company to deliver for whatever cause howsoever arising at or within the time quoted or at any particular place appointed for delivery. Variation, at the customer’s request of the agreed delivery date will not alter the due settlement date and goods manufactured or reserved against the customer’s order will be invoiced at the contracted delivery date.
- Where the Company is required to perform work on or deliver goods to the Customer’s premises or other premises specified by the Customer, the Company shall be given uninterrupted access and reasonable facilities during normal working hours for performance of the contract, and the Customer shall accept delivery of, unload, provide suitable protection for and keep secure all materials delivered from time to time.
- The Company reserves the right to defer without penalty, delivery of any order so long as any amounts remain overdue for payment or if any credit limit is exceeded.
- Any plant or equipment provided by the Company in relation to the performance of the Company’s obligations hereunder is provided exclusively for the use of the Company or its agents and employees and any other person using such plant or equipment does so at the Customer’s risk. The Customer will indemnify the Company against any claim made against the Company in respect of the use of such plant or equipment other than as aforesaid.
Right to sub-contract
- The Company reserves the right to sub-contract the fulfilment of the contract or any part thereof.
- Settlement strictly nett monthly. Interest charged on all overdue accounts at the rate of 2% per month cumulative, until payment.
Right to determine
- If the Customer shall make a default in or commits a breach of the contract or of any other of his obligations to the Company, or if any judgment shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer to make any arrangement or composition with creditors, or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind up such Company’s business (other than for the purpose of amalgamation or reconstruction or voluntary winding up) shall be passed or presented, or if a receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any contract then subsisting, without prejudice to any claim or right the Company may otherwise make or exercise.
- In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not) civil war, rebellion, revolution, insurrection or military or usurped power, the Company shall be relieved of liabilities incurred under the Conditions, wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government, department, council or other duly constituted authority or from strikes, lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the Company’s control.
- If any of the provisions contained in this document or any portions thereof are held to be invalid under any applicable statute or rule of law they shall to that extent be deemed omitted or, if appropriate, amended to such degree as shall render same valid, and these conditions shall be interpreted under the law and in the jurisdiction of Northern Ireland if any dispute shall arise thereunder.
- All warranties are invalid if the product has not been fully paid for.
- Warranties will be invalid if defects are caused in whole or in part by failure to adhere to recommendations relating to location, storage, handling, decoration, glazing and maintenance. These recommendations are available on request, or, at www.heronjoinery.com on the technical download section.
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