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.
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.
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.
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.
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:-
Written notice of such defects shall have been given to the Supplier either:
Within 28 days after delivery to the Buyer; or
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
The defective goods are where possible placed aside and made available for inspection by the Supplier’s representative.
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:
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
at the Supplier’s option replacing the goods within a reasonable time.
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.
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.