Standard Terms & Conditions of Contract for OPTIMA BATHROOM SOLUTIONS
If you require any further details regarding our terms and conditions please contact us.
- 1.1 In these conditions “the Company” means Optima Bathroom Solutions Ltd.
- 1.2 “The Customer” means a Company, firm or individual or any party with whom the Company contracts.
- 1.3 “Goods” means goods, articles and materials (including any instalment or part of parts thereon) which the Company is to supply, in accordance with these conditions and whether or not the goods, components and materials are the property of the Company.
- 1.4 “Conditions” means the standard term and conditions of contract herein set out and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and a director of the Company.
- 1.6 “Contract” means any contract of the supply of goods between the Company and the Customer.
2. Basis of Contract
- 2.1 The Company shall supply the goods in accordance with any written quotation of the Company which is accepted by the Customer and any written order of the Customer which is accepted by the Company, subject in either case to these conditions which shall govern the contract and override and exclude any other terms and conditions as previously accepted.
- 2.2 No variation to these conditions shall be binding unless agreed in writing by authorised personal of the Customer or a director of the Company. The signing by the Company of any of the Customer’s documentation shall not imply any modification of these conditions.
- 2.3 The Company’s employees or agents are not authorised to make any representation concerning the goods or works unless confirmed by a director of the Company in writing. Any description contained in the Company’s sales literature or advertising material is intended merely to give a general picture of the Company’s products and shall not form a representation or be part of the contract.
- 2.4 Any advise or recommendation by the Company or its employees or agents to the Customer or its employees or agents as to the goods which is not confirmed in writing by a director of the Company is followed or acted upon entirely at the Customers own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
- 2.5 Any typographic, clerical or other error or omission in any sales literature, quotation or price list, acceptance of offer, invoice or other documentation issued by the Company, shall be subject to correction without any liability on the part of the Company.
3. Orders & Specifications
- 3.1 The Customer shall be responsible for ensuring the accuracy of the terms of any order( including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the goods within a sufficient time to enable the Company to perform the contract in accordance with its terms.
- 3.2 The quantity, quality and description of and any specification for the goods, shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customers order (if accepted by the Company).
- 3.3 If the goods are to be manufactured and or performed by the Company in accordance with a specification supplied by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property right of any person which results from the Company’s use of the Customers specification.
- 3.4 The Company reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirement, or where the Customer requests the Company to work to the Customer’s specification which do not materially affect the quality or performance.
- 3.5 Without prejudice to the generality of clauses 7 and 8, the Company knowledge or any purpose for which the goods are supplied under the contract is limited to such purpose or purposes which have been notified in writing to a directors of the Company before the contract is made in a document specifically addressed for the attention of one or more of the said directors.
- 3.6 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including all materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.
- 3.7 Items despatched to the Company for processing should be suitably packed having regard, inter alia, to their manufacturing tolerances, quality and the inherent value of the items in question. We assume that you are expert in the preparation of your goods for shipment. We will issue the same packing where practical and packed to at least as good a standard for return to you. Any additional packaging requirements whether required by you, or deemed necessary by us to protect the work will be chargeable.
4. Price of the Goods
- 4.1 The price of the goods shall be the Company’s quoted price. All prices quoted by the Company are valid for thirty days only unless otherwise agreed by a director of the Company in writing.
- 4.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Customer and the Company all prices are given by the Company on an ex works basis. Where the Company agrees to deliver the goods otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packing and insurance.
- 4.3 The price is exclusive of any applicable VAT which the Customer shall be additionally liable to pay to the Company.
5. Terms of Payment
- 5.1 Subject to any special items agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer on or at any time after delivery of the goods.
- 5.2 The Customer shall pay the price of the goods without any deduction and or contra charge within the specified credit terms as previously agreed. The time of payment of the price shall be of the essence of the contract, receipts for payment will be issued only on request.
- 5.3 If the Customer fails to make a payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to –
- 5.4 Cancel the contract and or suspend any further deliveries to the Customer.
- 5.5 Appropriate any payment made by the Customer to such of the goods ( or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit ( notwithstanding any purported appropriation by the Customer) and,
- 5.6 Charge the Customer interest ( both before and after any judgement) on the amount unpaid at the rate of 5% per annum above the Bank of England’s base rate from time to time, until payment in full has been made, such interest to accrue on a daily basis.
- 6.1 Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in the delivery of the goods and or works howsoever caused. Time for delivery shall not be of the essence unless previously agreed with a director of the Company in writing. The goods may be delivered in advance of the quoted delivery date provided the reasonable notice has been given to the Customer.
- 6.2 Where the goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer to reject the delivery by instalments, shall not entitle the Customer to treat the contract as a whole as repudiated.
- 6.3 If the Customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may –
- 6.5 Store the goods until actual delivery and charge the Customer all apropriate and reasonable costs incurred by the Company in relation to storage ( including insurance ) and
- 6.6 Sell the goods at the best price available and subsequently charge the Customer for the shortfall below the price under the contract after deducting from the selling price all reasonable storage and selling expenses.
7. Risk & Property
- 7.1 Risk of damage to or loss of the goods supplied by the Company to the Customer shall pass to the Customer –
- 7.2 In the case of goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the same are available for collection: or
- 7.3 In the case of goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods the time when Company has tended delivery of the same
- 7.4 Subject to clause 7.1 herein of the Company shall insure the goods from the time they are received into the Company’s premise until the time they are despatched against risks of loss, damage or destruction by fire, explosion, lighting, earthquake, malicious damage, theft, flood, storm, tempest and aircraft and others senal devices or articles dropped there from up to a maximum value of £10,000 for any one item or individual batch.
8. Warranties & Liabilities
- 8.1 Subject to the conditions set out below the Company warrants that the goods will correspond with their specification at the time of delivery.
- 8.2 Subject and expressly provided in these conditions and warranties, condition or other items implied by statue or common law are as statute
- 8.3 It is the Customer’s responsibility to specify test procedures in order to check that the goods correspond with the specification. The Company will undertake the normal test procedures associated with such normal test activities as they deem to meet the specification.
- 8.4 Without prejudice to the generality to the foregoing, any claim by the Customer which is based on any qualify or condition of the goods or their failure to correspond with specification, shall ( whether or not delivery is refused by the Customer) be notified to the Company within seven days of the date of delivery or attempted delivery. If delivery is not refused and the Customer does not notify the Company accordingly and either return the goods to the Company or provide to the Company facilities for the inspection as the Company may request, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the goods had been delivered in accordance with the and shall indemnify the Company in relation to the goods.
- 8.5 If any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods and or works or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to rectify or remedy the goods free of charge. If the goods are unable to be rectified or remedied then the Company’s liability shall not exceed the stated contract price for processing the same.
- 8.6 Save as herein provided, the Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Customer howsoever, whether caused by the negligence of the Company, its employees or agents or otherwise which arises out of or in connection with the contract.
- 8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the goods if the delay or failure was due to any cause beyond the Company’s control. Without prejudice to the generality of the forgoing, the following shall be regarded as causes beyond the reasonable control of the Company.
- 8.8 Strikes, lock outs, or other industrial action or trade disputes ( whether involving employees of the Company or any other party):
- 8.9 Difficulties in obtaining raw materials, labour, parts, or machinery.
- 8.10 Power failure of breakdown of machinery.
9. Insolvency of the Customer
- 9.1 If the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or administrative receivership or being an individual or firm becomes bankrupt or being a company goes into liquidation otherwise than for the purposes of amalgamation or reconstruction or any encumbrance takes possession or any receiver or administrative receiver is appointed of any of the property of assets of the Customers or the Customer ceases or threatens to cease to carry on business, or the Company reasonably apprehends that any of the above events is about to occur in relation to the Customer accordingly, then, without prejudice to any other or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer, and if the goods have been delivered but not paid d for , the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. Retention of Title
- 10.1 The goods are at the risk of the customer from the time of delivery.
- 10.2 Ownership of the goods shall not pass to the customer until the company has received in full (in cash or cleared funds) all sums due to it in respect of the goods and all other sums which are or which become due to the company from the buyer on any account.
- 10.3 Until ownership of the goods has passed to the customer, the buyer shall hold the goods on a fiduciary basis as the company’s bailee and maintain the goods in satisfactory condition and keep them insured on the company’s behalf for their full price against all risks to the reasonable satisfaction of the company. On request the customer shall produce the policy of insurance to the company.
- 10.4 The customer grants the company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are in order to inspect them, or, where the customer’s right to possession has terminated, to recover them.
- 11.1 Unless otherwise agreed in writing the contract shall in all respects be construed and operated as an English contract and in conformity with English law and be subject to the jurisdiction of the English Courts only.
- 11.2 The headings to all the paragraphs of these Terms and Conditions are inserted only for the convenience of reference.