Terms of Business
(a) In these conditions, “Supplier” means Focus DGI Ltd. “Buyer” means the person, firm or company to whom this contract is addressed or where such person, firm or company acts as agent for another that person, firm or company and its principal jointly and severally: “Goods” means the goods, materials and works specified on the Suppliers quotation.
(b) Acceptance of the Supplier’s quotation constitutes a contract between the Buyer and the Supplier and these conditions and any conditions on the Supplier’s quotation shall apply to the contract and all orders are accepted on this basis. Any conditions or order or other terms of business offered on behalf of the Buyer shall if inconsistent with these conditions be deemed to have been rejected by the Supplier unless expressly accepted in writing. Supplier will not be bound by any quotation until it has issued a written acknowledgement of order.
(a) Value Added Tax will be charged in accordance with UK legislation in force at tax point date.
(b) The Quotation price is subject to clear and unrestricted access for delivery and executing of works on dates agreed between the Buyer and the Supplier and the Supplier reserves the right to make additional charges in the event of such access not being available. The price quoted in the Supplier’s quotation is subject to final choice and mutual agreement in respect of colours, materials and finish.
(c) The price makes no allowance for the costs of obtaining any Government or Local Authority consents required for carrying out contract works including planning permission, building control, listed building consent, conservation area approval, fire certification, etc. or for serving any notices or paying any fees for such consents.
(d) Unless otherwise stated the price makes no allowance for any alteration or additions to existing building services, for any work outside normal working hours, any associated engineers fees, any alterations to or supply of lighting, power point, data and communications wiring, sprinkler and fire/burglar alarm systems, plumbing or air conditioning.
(e) Extras that may be added upon mutual consent will incur extra cost above the quoted price.
Payment for the Goods shall be made by the Buyer to the Supplier in the manner stated in the Supplier’s quotation and on the date specified in it. The first payment shall be made forthwith upon the written acknowledgement of order being issued by the Supplier to the Buyer. Further stage payments shall be made as required and the balance either upon the delivery of the goods or upon the completion date for the works (as the case may be). The Buyer shall not be entitled to delay making any payment. The Buyer shall not be entitled to withhold or set off against any payment due to the Supplier. In the event that any payment which is due is unpaid for 28 days after the due date for payment then interest shall be charged at a rate equivalent to 4% per annum over Barclays Bank plc base rate from time to time in force.
(a) Any date specified by the Supplier for delivery of goods or starting or finishing dates are estimates only and shall not be legally binding. The Supplier will not be liable in any way if these periods or subsequently agreed periods are exceeded. Time shall not be of the essence for the performance by the Supplier of its obligations under this agreement.
(b) If delivery of the goods by the Supplier is delayed for a cause other than its own negligence, the Buyer shall be liable for any extra charges, losses or expenses incurred by Supplier and the Buyer shall not be entitled to cancel this contract by reason thereof. The Buyer will at its own expense provide necessary assistance in unloading goods at place of delivery.
The risk in any goods or part thereof shall pass to Buyer on delivery to Buyer’s premises or to any other person to whom the Supplier has been authorised by the Buyer to deliver the Goods whether expressly or by implication. If the Buyer shall request special delivery arrangements then risk in goods shall pass to the Buyer upon leaving premises of the Supplier and the Supplier will not in any circumstances accept liability for damage shortage or losses in transit. Where the Goods are sent at the Supplier’s risk, the Buyer shall so soon as reasonably practicable, and in any case within time limits specified by the Carrier on receipt thereof, thoroughly inspect the Goods and shall at once notify the Supplier and any Carrier in writing of any loss or damage in transit and if by reason of any failure by the Buyer so to inspect and notify the Supplier and Carrier and the Supplier is unable to make a valid claim against the Carrier in respect of such loss or damage the Supplier shall not be liable to the Buyer in respect of any loss of or damage to the Goods. The risk in any works become as executed the Buyer’s responsibility.
(a) The Goods shall remain the Supplier’s property until the Buyer has paid for them in full. Until that time the Buyer shall hold them as bailee and store them (insofar as they have not been affixed by the Supplier to the premises) in such a way that they can be identified as the Supplier’s property and keep them separate from the Buyer’s own property and the property of any other person.
(b) Although the Goods remain the Supplier’s property until paid for this shall be at the Buyer’s risk from the time of delivery or as the case may be from the time of leaving the Supplier’s premises in accordance with the provisions of Clause 5 above and the Buyer shall insure them against loss or damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Supplier as Trustee for the Supplier.
(c) The Buyer’s right to possession of the Goods shall cease if:
(i) The Buyer has not paid for the Goods in full by the expiry of any credit period allowed for by this Agreement or
(ii) The Buyer is declared bankrupt or makes any proposal to his Creditors for a composition or other voluntary arrangement or
(iii) A Receiver, Liquidator or Administrator is appointed in respect of the Buyer’s business.
On cessation of the Buyer’s right to possession of the Goods in accordance with this Clause the Buyer shall at his own expense make the Goods available to the Supplier and allow the Supplier to repossess them.
(d) The Buyer hereby grants the Supplier, their Agents and Employees an irrevocable Licence to enter any Premises where the Goods are stored in order to repossess them or to inspect them at any time.
(a) The Supplier warrants that save as otherwise herein specifically provided, the Goods will accord with the contract specification subject to deviation at the Supplier’s discretion subject to building mullions, pillars, ceilings etc and will be of sound materials and workmanship. The Buyer shall satisfy itself that the Goods specified are correct and accurately describe its requirement. Save where the Buyer deals as a consumer this warranty is in substitution for all conditions and warranties (other than those implied under Section 12 of the Sale of Goods Act 1979 as amended) relating to Goods whether express or implied by statute or custom of the trade or otherwise and whether as to quality, condition, performance, merchantability or fitness for any purpose.
(b) All measurements in the Supplier’s quotation and any schedule are approximate. Colours, anodising, material fabrics, glazing, etc. will be the nearest commercially available (in all and any respects) to that selected or offered. The Supplier reserves the right to change the materials used in manufacture to take advantage of any technical developments, improvements or modifications which the Supplier considers desirable.
Should there be any variations in details, sizes and quantities, delivery instructions or any other matter on which the quotation is based, the Supplier reserves the right to revise and amend the contract and price accordingly. For variations whilst work is in progress, this includes any losses or expenses due to any interruptions to the regular progress or sequence of the work.
This contract is on the basis that any materials of the Buyer which are to be used by the Supplier in connection with the contract will conform to any relevant Standards or Government regulations. Any materials not so conforming or proving to be defective may be replaced by the Supplier at the cost of the Buyer. The Supplier’s liability in respect of any such materials will be limited to the cost at which the Buyer purchased or manufactured them only and the Supplier will not be responsible for any consequential loss. Supplier may exert a lien on such materials for outstanding amounts due to it and after 14 days notice may sell the materials to recoup the outstanding amount and expenses of sale.
This contract is given on the basis that the building where the works are to be carried out is soundly constructed and is capable of being altered in the manner proposed by this contract without any other work of any kind whatsoever being required. If any work over and above that quoted for is required this will be to the Buyer’s account. It is the Buyer’s responsibility to ensure that all Local and current restrictions are met by the Contract Works with regard to fire rating of partitions, ceilings, etc. The Buyer shall indemnify the Supplier from and against any such actions, costs and claims that the Supplier may incur as a result of any works being carried out where any consents, permissions or approvals are required for such works and which have not been obtained either before, during or after the carrying out of the works. The Buyer shall be responsible at its own expense for the obtaining of any necessary permissions or consents for the implementation or carrying out of the works or the use of any goods and materials in the works.
(a) This contract cannot be countermanded or delivery deferred or goods returned except with the written consent of the Supplier and upon terms that reimburse and indemnify the Supplier against all losses including carriage, bank charges and other incidental expenses on any part of the order that is cancelled.
(b) Without prejudice to the Supplier’s right to accept repudiation of this contract by the Buyer the Supplier shall immediately become entitled without prejudice to its other claims and rights under this contract in its absolute discretion either to suspend further performance by it of this contract or to terminate this contract if the Buyer is overdue with any payment; or the Buyer exceeds its credit limit with the Supplier whether or not such credit limit has been advised to the Buyer; or if the Buyer makes default in or commits any breach of its other obligations to the Supplier hereunder; or if the Buyer is involved in any legal proceedings in which its solvency is in doubt or is deemed to be unable to pay its debts; or the Buyer is a Company and any resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to liquidate or wind it up or a receiver is appointed; or the Buyer ceases or threatens to cease to trade or serious doubts arise in the Supplier’s absolute discretion as to its solvency.
(c) Any suspension of further performance of obligation or termination of this Agreement by the Supplier shall be without prejudice to its rights against the Buyer in respect of any Goods already supplied or works carried out for the Buyer pursuant to the Supplier’s quotation or any other obligations already accrued due from the Buyer to the Supplier.
All designs and sketches are submitted to the Supplier in confidence and, unless otherwise agreed in writing, they and the copyright in them and the right to reproduce any such designs or sketches remain its property.
The Buyer may not transfer or assign this contract to any other person or firm without the Supplier’s prior written consent.
(a) The Supplier shall not be liable (except for death or personal injury arising out of defect in the Goods attributable to the Suppliers negligence) in respect of any defects in the Goods or any losses or damage resulting there from unless:-
(i) Written notice of such defects shall have been given to the Supplier either:
(a) Within 28 days after delivery to the Buyer; or
(b) Where the defects are not such as should reasonably have been discovered on an immediate and thorough inspection by the Buyer within 14 days of such date as that upon which they should first reasonably have been discovered whichever period is the longer; and (ii) The defective goods are where possible placed aside and made available for inspection by the Supplier’s representative.
(b) Save so far as defects may be due to negligence which has caused death or personal injury the Supplier’s liability in respect of Goods proved by the Buyer to be defective is limited to:
(i) Giving the Buyer a repayment or where the Buyer is otherwise indebted to the Supplier a credit of the difference between the value of the goods as delivered and the value that it would have had had it not been so defective provided that in any event the Supplier’s maximum liability in respect of any defective goods shall not exceed its invoice value: or
(ii) at the Supplier’s option replacing the goods within a reasonable time.
(c) The Supplier shall not be liable for any loss of profit or consequential or other loss of whatsoever nature arising from any such defects, negligence or breach of contract.
(d) The Goods may be returned to the Supplier only if so agreed by the Supplier in writing.
This contract shall he governed exclusively by the law of England and the Buyer hereby submits to the exclusive jurisdiction of the Courts of England and Wales for the purposes of trying any action arising out of this Contract.