Terms and Conditions
Conditions of Sale
These terms and conditions will apply to any contract between us for the sale of goods and services to you.
Please note that by ordering any of our goods and using our services, you agree to be bound by these terms and conditions and the other documents expressly referred to in it.
In the context of these Conditions the word “Company” will be constituted as meaning Mark Leigh Kitchens (Lancaster) Limited, the “Customer” will be the person, firm or company entering into this contract with the Company and named as such on the Confirmation of Contract of which these Conditions form part and who is named as such thereon; the word “goods” shall mean the articles or things manufactured or supplied by the Company and the word “services” means the work described in the Confirmation of Contract.
2. Acceptance, Variation and Scope
(a) A contract will not come into effect between the Company and the Customer until the Customer’s order has been accepted by the Company in writing. Any such contract will be subject to these Conditions and any attempt by the Customer to incorporate other terms and conditions shall be null and void and of no legal effect.
(b) No variation of the Conditions shall be effective unless made in writing and signed by a Director of the Company.
3. Terms of Payment
(a) The “amount due upon receipt of invoice” is normally payable 7 days prior to the anticipated delivery / commencement of installation date or within 7 days of the Company notifying the Customer the goods are available for delivery, if for any reason it is prevented to delayed by the Customer. Time for payment in these Conditions is of the essence.
(b) Terms of payment shall be such as may be agreed between the Company and the Customer (and as shall be stated in the Confirmation of Contract issued by the Company of acceptance by it of the Customer’s order).
(c) If the Customer fails to pay any amount on the due date, the outstanding sum shall carry interest at the annual rate of 3% above the London Inter Bank overnight rate from time to time calculated on a daily basis until payment.Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer agrees to pay the interest together with the overdue amount.
(d) If it is agreed that the contract price shall be payable by instalments, in the event of a failure by the Customer to pay any one instalment on the due date the whole of the balance of the contract price shall become immediately due and payable.
(e) In the case of death, permanent incapacity, bankruptcy or insolvency of the Customer or, when the Customer is a limited company, in the case of a liquidation or the appointment of a receiver, the whole of the balance of the contract price shall become immediately due and payable.
(f) On the happening of any of the events specified in sub-clauses (d) or (e) above, the Company (in addition and without prejudice to its other rights referred to in this clause) will have the right to cancel every contract made with the Customer and / or suspend or continue delivery of goods and materials at the Company’s option (even if goods are to be supplied under R.I.B.A. or other similar terms) without prejudice to the Company’s rights to recover damages for any loss sustained by it.
(g) The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing by the Customer against any amount payable by the Company to the Customer.
4. Price and liability for invoices
(a)The Company reserves the right to vary the contract price (whether in respect of sale of goods and / or installation) at any time to take account of –
(i) any increase in the cost price to the Company of the goods and services taking effect before despatch by the Company;
(ii) any alteration made in the specifications upon which the Contract is based;
(iii) any costs for waiting time or other expenses incurred by the Company as a result of matters beyond its control;
(iv) special deliveries or part deliveries or any other variation of the original order made at the request of the Customer unless otherwise agreed by a Director of the Company;
(v) any additional work which the Company could not reasonably foresee at the date of the Confirmation of Contract (the Company’s decision as to whether any such work was not reasonably foreseeable shall be absolute); and
(vi) any extra cost borne by the Company as a result of any Government legislation, EEC regulation or the effects of devaluation, floatation of the pound or fluctuation in the currency exchange rate.
(b) If an order is placed by a partnership each of the partners is jointly and severally liable for payment of Company invoices. If an order is placed by a company, the directors will be personally liable (jointly and severally) for Company invoices if the company does not pay all invoices when they are due for payment. If an order is placed by a limited liability partnership each of the members is jointly and severally liable for payment of invoices if the limited liability partnership does not pay the invoices when they are due for payment. If an order is placed by a corporation, society, unincorporated association or trust (“organisation”), the executive officers/trustees of the organisation will be personally liable (jointly and severally) for all charges if the organisation does not pay the invoices when they are due for payment. In these circumstances the Company may credit original invoices and issue new invoices to any one or more of the liable parties.
The property in goods supplied by the Company shall not pass to the Customer until the full amount payable of the contract price has been paid. At any time after default by the Customer in paying for the goods supplied on a demand by the Company any goods for which the Company has not received payment in full shall be returned to the Company. The Customer hereby grants a licence without restriction to the Company and or its suppliers and agents to enter on any premises of the Customer or any third party where the goods are stored for the purpose of recovering them.
(a) The employees of the Company are not authorised to make oral representations as to the description, quality or fitness for any particular purpose of any goods. If a representation is made or an opinion expressed orally which materially affects the Customer’s decision to purchase, the Customer should ensure that such details are confirmed in writing by a Director of the Company so as to form a part of the contract; no liability will otherwise be accepted.
(b) All descriptions and other information contained in sales literature, advertisements and estimates are based on information received from the Company’s suppliers and the Company cannot be held responsible for any inaccuracies in their information.
(c) These Conditions and any document expressly referred to in them constitute the entire agreement between the Company and the Customer. The Customer acknowledges that you have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions or any document expressly referred to in theConfirmation of Contract.
7. Designs etc
(a) Designs, illustrations, drawings and the like whether contained in the Company’s specifications or otherwise must be regarded as approximate representations only. The Customer’s attention is drawn to the Company’s drawings and specifications. The Customer must satisfy himself / herself / itself that the goods are fit for the Customer’s purpose.
(b) The Company will not be liable for any deviation of the goods from any specification that becomes necessary after the Customer’s order has been accepted by the Company in accordance with clause 2(a).
(c) Where the Company has undertaken to offer a design service the drawings shall remain the property of the Company until the contract price is paid or an agreed design fee has been paid in full.
8. Availability, Delivery and Storage
(a) Acceptance and completion of an order is subject to the goods which have been ordered being available and the Company. The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a contract that is caused by an event outside itscontrol. An ‘event outside itscontrol’ isany act or event beyond its reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(b) Time of delivery of the goods is not of the essence of the contract except as mentioned in the next sub-clause. Any date for delivery given by the Company is the best estimate that can be made and the Company shall not be liable for any loss or damages (whether direct or consequential) caused by delivery being after any quoted date.
(c) All goods are sold on the understanding that delivery is accepted by the Customer within 28 days after their being notified that goods have arrived at the Company’s premises. Thereafter a weekly storage charge will be levied at the Company’s rates current from time to time, unless otherwise put in writing by a Director of the Company.
(d) The Customer accepts that unless otherwise agreed with a Director of the Company no goods will be delivered and or installed until payment in cleared funds of the full contract price has been received.
The Customer agrees to provide unimpeded access for the employees and vehicles of the Company, its sub-contractors and carriers on or into the Customers property for the purpose of delivering goods to the Customer or for any related purpose.
(a) The Company will not be responsible for any damage caused to goods after delivery to the relevant premises, and the Customer will be responsible for examining goods on delivery and any defects must be notified on the delivery note or noted on the completion note if installation is carried out by the Company.
(b) The Customer must sign the completion note and mark any missing or defective parts thereon. If the Customer fails to do so it will be deemed the work is to the Customer’s satisfaction.
(c) The risk in the goods shall pass to you on completion of delivery.
11. Limitation of Liability
(a) Nothing in these Conditions limit or excludesthe Company’s liability for:
death or personal injury caused by our negligence;fraud or fraudulent misrepresentation;breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); ordefective products under the Consumer Protection Act 1987.
(b) Subject to (a) above the Company will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for: many loss of profits, sales, business, or revenue;loss or corruption of data, information or software;loss of business opportunity;
loss of anticipated savings;loss of goodwill; orany indirect or consequential loss.
(c) Subject to (a) and (b) above the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount actually paid by the Customer to the Company for the goods and/or services provided.
(d) Except as expressly stated in these Conditions, the Company does not give any representation, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Company will not be responsible for ensuring that the goods are suitable for the Customer’s purposes.
12. Faulty Goods and Defects
(a) If the Customer “deals as consumer” (as defined by section 12 of the Unfair Contract Terms Act 1977) he is entitled to a number of non-excludable rights under the Sale of Goods Act 1979. Nothing in this clause is intended to restrict or exclude theses rights in any way.
(b) The Company will only supply and use materials and goods within the scope of the published specifications from the relevant manufacturers or suppliers, but the goods are supplied subject to any conditions of sale relating thereto by the relevant manufacturer or supplier. In the event of any materials or goods being faulty the Company’s own financial liability in respect of such faults will be limited to such amount (if any) as it may be able to recover from the manufacturer or supplier. However, in the event of any item of goods supplied proving defective in materials or workmanship, the Company will (at its option) repair or replace such item free of charge, provided that a complaint is made by the Customer within a reasonable time after delivery and provided also that where the goods have been used or fixed, the defect is not such that examination by the Customer ought to have revealed it before using or fixing.
(c) No responsibility can be accepted by the Company for breakages or shortages unless the goods are signed for as broken or short on the delivery sheet or delivery document issued by the Company to its drivers. In the case of goods consigned by rail or through road hauliers, breakages or shortages must be notified by the Customer, to the relevant carrier direct in writing within 48 hours of and to the Company within seven days from delivery. Non-delivery must be notified in writing to the Company and (if appropriate) the relevant carrier within 14 days of despatch. In all cases of notification, time is of the essence.
(d) If the Company or its subcontractors should cause any damage to goods during the installation of such goods on the Customers property, or if there are any missing or decorative parts, the Customer shall immediately notify the Company.
(a) Either party may terminate the contract by giving the other party not less than 14 days’ written notice.
(b) Without affecting any other right or remedy available to it, either party may terminate the contract with immediate effect by giving written notice to the other party if:
(i) the other party commits a material breach of these terms and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(ii) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(iii) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.
(c) Without affecting any other right or remedy available to it, the Company 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.
(d) Without affecting any other right or remedy available to it, the Company may suspend the supply of services and/or all further delivery of goods under the contract or any other contract between the Company and the Customer if the Customer fails to pay any amount due under the contract on the due date for payment, the Customer becomes subject to any of the events listed in clauses 13(b)(i) to 13(b) (iii) (inclusive), or the Company reasonably believes that the Customer of about the become subject to any of them.
14. Consequences of Termination
(a) In the event that the contract is terminated at any time prior to completion of the contract, the Customer shall pay to the Company, as liquidated damages, 50% of the contract price for the Company’s costs incurred up until the date of termination.
(b) The Customer shall pay these liquidated damages on demand or the Company may deduct them from any payments received from the Customer, including but not limited to and deposit amount.
(c) This clause 14 is without prejudice to the right of the Company to claim general damages arising out of any breach of these Conditions.
(d) The parties confirm that these liquidated damages are reasonable and proportionate to protect the Company’s legitimate interest in performance.
(e) Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
(f) Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
15. The Right to Sub-Contract
(a) The Company shall be entitled to sub-contract the performance of the whole or part of the contract with the Customer without prior notice to the Customer.
(b) No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
16. Instalment Deliveries
Where goods contracted for are deliverable by instalments, each delivery shall be deemed to be the subject of a separate enforceable contract.
Unless otherwise expressly stated the contract price for goods and services excludes value added tax (“VAT”).Should at any time the law change in relation toVAT, or in the event of a ruling that VAT is chargeable on items the Company has Zero Rated on the order, the Company reserves the right to collect the tax due from the Customer at any subsequent dateand at the applicable current rate chargeable in the UK for the time being.
18. Bye –Laws and Regulations
It is the Customer’s responsibility to ensure and satisfy himself/herself/itself that the goods to be supplied comply with all relevant local bye-laws and / or regulations. The Company cannot accept any responsibility or liability relating to or arising from any failure in such compliance.
19. Proper Law
(a) Each of the clauses of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
(b) All contracts between the Company and the Customer shall be constructed in all respects in accordance with the laws of England. The Company and the Customer both agree to the exclusive jurisdiction of the courts of England and Wales.