Terms and Conditions
STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS
QUAY FACILITIES LIMITED (QF)
1 Entire Agreement
1.1 These terms and conditions shall apply to any quotation or invoice that QF may give you and to any transaction where QF supplies any item to you. These terms apply to the entire exclusion of any other terms and conditions that you may proffer.
1.2 These terms contain the entire agreement between QF and you (hereafter ‘the Agreement’). No addition, alteration, substitution or waiver of these terms will be valid unless QF has expressly accepted this in writing.
1.3 Any recommendation or advice that QF, its employees, representatives or agents, may give you (or may have given you) regarding the storing, installation, use or suitability of the goods and/or services, although given in good faith, shall not form part of the Agreement and is given without any liability on QF’s part.
2.1 Once you have placed an order on QF you may not cancel that order either in whole or in part without the written consent of QF. Any delay in delivery of the goods or the cancellation of your customer’s contract with you shall not be an acceptable reason for termination of the order. QF may, however, exercise its discretion to agree to accept goods for return or credit. Any such goods that are returned must be accepted by QF as being clean and in resalable condition. The cost of transporting the goods back to QF shall be at your cost and subject to a handling and restocking charge in the amount of 20% of the invoice for that order.
3.1 Marble and granite are natural materials and any samples that QF may provide to you are intended merely as a guide to and an approximation of the shading and colours available. If you have any particular requirements as to shading, colouring or veining, you are at liberty to inspect a batch sample of the material offered and may make an appointment with QF to do so at any time prior to placing your order.
4.1 Unless otherwise stated on any invoices and quotations, the stated price excludes Value Added Tax, carriage and delivery charges and any insurance costs.
4.2 If the rate of Value Added Tax increases between the date of your order and the date of delivery then the necessary additional amount of Value Added Tax will be added to the price of the goods.
4.3 If the price of the goods increases for any other reason between the date of your order and the date of delivery QF will notify you of this and give you the choice of either accepting the price increase or cancelling the order within 7 days of your receipt of the notice, in which case any deposit you have paid will be refunded in full.
5.1 Unless QF agrees otherwise with you and records that agreement in writing, goods are supplied on standard credit terms. QF may ask you for a deposit or for prepayment in full before delivery. Any invoice rendered must be paid in full within 30 days of the date of the invoice.
5.2 Interest shall accrue on overdue invoices at the rate of 4% above the Bank of England’s base rate in place on the date that it became overdue or the prevailing rate under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented (if that Act is applicable in the circumstances), whichever amount is the greater.
5.3 You may not deduct or set off any sums that QF may owe you against any invoice QF has rendered to you, without QF’s prior agreement in writing.
6.1 Time of delivery of goods shall not be of the essence of this Agreement. Any delivery times that QF may offer you are offered purely as a guide and QF accepts no responsibility should the goods not be delivered on the guide dates advised, whether this is due to factors within or outside QF’s control.
6.2 Delivery will be made to the location that you designate. It is your responsibility to ensure that a responsible person is available to accept the delivery and to secure the goods at the delivery location.
6.3 When the price quoted includes delivery QF will repair or replace at no charge to you any goods that are damaged in transit provided that you give QF notice in writing of such damage within three days of the delivery but not otherwise.
7 Retention of Title
7.1 Ownership of any goods QF may sell to you shall not pass to you until you have paid QF in full for those items. Payment for the purposes of this clause means legal tender or cleared funds through the United Kingdom banking system. Notwithstanding this, the risk in the goods shall pass to you upon delivery of the goods to you or at premises nominated by you. Where QF has agreed to deliver the goods to you and, where you are able to collect the goods, the risk in the goods shall pass to you once the goods are set aside for collection. You will hold the goods as QF’s bailee unless and until payment in full for the goods is made. You hereby irrevocably licence QF, its representatives and its agents to enter upon your premises or any other premises to which you control the access and upon which the goods are present to enable QF to recover its goods.
8.1 QF reserves the right to assign its rights and obligations under the Agreement or to sub-contract the performance of any order in whole or in part. You may not, however, assign your rights or obligations to QF under this Agreement without QF’s consent in writing.
8.2 In the event of your Company failure, full responsibility for any outstanding debt to QF shall pass to the Directors or Partners for payment.
8.3 The Agreement shall in all respects be construed according to and governed by law of England and Wales and the parties both agree to submit to the jurisdiction of the courts of England and Wales.
9 Force Majeure
9.1 QF shall not be liable for its failure to perform any of its obligations to you where such failure is caused by circumstances beyond QF’s reasonable control.
10 Limitation of Liability
10.1 QF shall not under any circumstances be liable for any indirect or consequential losses howsoever caused whether by negligence, breach of control, misrepresentation or otherwise. The maximum amount of QF’s liability to you shall in any event be limited to the value of the relevant order.
11 Consumer Rights
11.1 Nothing in these conditions shall affect the rights of a consumer under the relevant legislation in the United Kingdom but subject to the provisions of that legislation and, in any event, in all cases in which the purchaser is not a consumer for the purposes of such legislation, then these terms and conditions shall exclusively govern the Agreement.
12.1 Any unenforceable or invalid provision or portion contained in the Agreement shall be deemed severed from the valid provisions which shall remain in full force and effect.
Quay Facilities Buying Terms and Conditions
1.1 These terms and conditions shall apply to the Purchase Order (PO) or written instruction (WI):
• Unless the PO or WI refers to a specific contract in which case that specified contract shall apply in conjunction with these terms and conditions in the order of priority identified in the specified contract;
• Subject only to any minor changes to these terms and conditions which are set out in the PO or WI.
1.2 Any purchase by the Buyer is conditional upon acceptance of these terms and conditions by the Provider. If the Provider does not wish to accept these terms and conditions, then the Provider should not accept the PO or WI, and should inform the Buyer immediately.
'Buyer' means QUAY FACILITIES LIMITED.
'Goods' means all or any of the items set out in the PO or WI which are to be supplied to the Buyer by the Provider.
‘Parties' means the Buyer and the Provider.
'Provider' means the person, firm or company named as such on page 1 of the
PO or WI (or its successors in title).
‘Purchase Order or PO' means any Purchase Order placed by the Buyer under which the
Provider agrees to supply Goods and/or Services to the Buyer.
‘Written Instruction or WI’ means any Written Instruction placed by the Buyer under which the
Provider agrees to supply Goods and/or Services to the Buyer.
'Services' means the Services to be performed by the Provider for the Buyer as described in the PO or WI and anything created or produced as a result of the Services.
'Specification' means the requirements to which the Goods and/or Services supplied shall conform as detailed in the PO or WI.
'Working Day' means the Buyer's usual working days, which exclude weekends, bank holidays, some other days published by the Buyer, or such other days as may be notified to the Provider by the Buyer.
2. Assignment and Sub-contracting
2.1 The Provider shall not assign, transfer, sublet or subcontract in whole or in part any of the Purchaser Order without the prior written consent of the Buyer.
3. Corruption and Whistleblowing
3.1 The Provider shall not do anything, or omit to do anything, which may be considered to be an inducement to any employee of the Buyer. Any such inducement shall be deemed to be a breach, which shall be considered incapable of remedy. The Provider shall report any request for an inducement to the Buyer under the Buyer's Whistleblowing Policy.
4. Intellectual Property
4.1 Intellectual property and other rights in the Goods and/or Services shall vest in the party from whom the Goods and/or Services originate unless the Goods and/or Services are produced for the Buyer as bespoke. If the latter applies such rights shall vest in the Buyer upon their creation and the Provider shall do all such things and execute all such documents as the Buyer may require in order to perfect such vesting. The Provider shall ensure that it includes corresponding provisions in its contracts with its own sub-contractors and providers.
4.2 In the event of any breach of any such intellectual property rights the Provider shall indemnify the Buyer, unless the Buyer is responsible for the breach in question.
5.1 Subject to legislative requirements, any confidential information supplied by the Buyer to the Provider or vice versa (including the details of the PO or WI), shall be kept confidential and shall only be used by the Provider for the performance of its obligations under the PO or WI. Upon request, and in any event upon expiry or termination of the PO or WI for whatever reason, the Provider shall either, immediately destroy, or at the Buyer's written request, immediately return to the Buyer, any confidential information provided to it pursuant to the PO or WI.
6. Price Variation
6.1 The prices in the PO or WI shall apply (without variation) for both the period and/or stated quantity of the Goods and/or Services, unless specifically otherwise agreed in writing by the Parties.
7.1 Neither party excludes or limits liability to the other for death or personal injury as a result of its negligence.
7.2 The Provider's liability for breach of confidentiality or infringement of intellectual property rights shall be unlimited unless otherwise agreed in writing by the Parties.
7.3 The liability of either party for direct loss of, or damage to, the tangible property of the other shall be limited to five million pounds per claim unless otherwise stated in the PO or WI.
7.4 The Provider will ensure that it has insurance in place and shall maintain such insurance throughout the period covered by this contract to cover its liabilities under the PO or WI, to include professional indemnity insurance for £2,000,000 (where Services are to be provided) which must be in force for the duration of the contract, public liability insurance for £5,000,000, and employer's liability insurance (where relevant) for £5,000,000 (unless otherwise agreed in writing between the Parties).
7.5 If the provider releases the order received by QUAY FACILITIES to an alternative party the terms as set out within this document are to be applicable to said organizations. Failure to ensure these requisites are met could result in but not restricted to breach of contract, suspension from undertakings or financial penalties
8.1 All advice notes, invoices and packing notes issued by the Provider shall be clearly marked by the Provider with the Provider's name and address, the PO or WI number, the item code, date of despatch, a description of the Goods and/or Services, the address of their intended destination and the due delivery date.
8.2 When attending sub contracted works on the buyers behalf the provider must ensure all a worksheet is provided to the buyer within 24 hours of completing said task. This worksheet must detail; site address, works undertaken, time on and off site, date, buyer reference number, materials used, further works required and must be signed by a site representative to agree the details given.
8.3 Some of the buyers client base require an additional worksheet to be completed which will vary with each site/client. It is the responsibility of the provider to ensure they request if the site requested to attend required such an extra document to be signed prior to the works being undertaken.
8.4 Some of the buyers client base require all work progress to be logged onto an inhouse computing software. It is the responsibility of the provider to ensure they request if this is required and how it is operated prior to said works being undertaken.
8.5 Once any task has been completed it is essential the provider updates the buyer as to what works were undertaken and if there are any requirements for further visits/extra works, these updates/quotations must be received within 24 hours of the works being undertaken.
8.6 Failure to provide 8.1 to 8.5 will result in non payment of any related invoice the provider submits.
9. Quality and Performance
9.1 The Goods and/or Services shall conform with the Specification; be of sound design, materials and workmanship; be fit for the purpose for which they are procured by the Buyer and be capable of the required performance.
9.2 All Services performed under the PO or WI must be executed by the Provider in a timely, efficient and professional manner to the appropriate prevailing standards and to the reasonable satisfaction of the Buyer.
10. Inspection and Testing
10.1 Before dispatching the Goods, or commencing provision of the Service the Provider shall, if appropriate and if previously agreed by the Parties, allow the Buyer to inspect and test the Goods and/or Services for compliance with the Specification and/or any other provisions of the PO or WI. If in the Buyer's reasonable opinion, the Goods and/or Services do not comply with the Specification, the Buyer shall inform the Provider (in writing, unless this is impractical) either, of the Buyer's intention to reject the Goods, or the remedial steps which must be undertaken by the Provider to ensure compliance with the Specification.
11.1 The Provider shall deliver the Goods and/or Services as instructed in the PO or WI and obtain a receipt for them from an authorised officer of the Buyer. Any requirements as to the manner, quantities or special requirements for delivery, specified in the PO or WI, shall also be complied with by the Buyer.
11.2 The Buyer will allow the Provider access to its premises as necessary for the delivery of the Goods and/or Services. The Buyer may refuse admission to the Provider's personnel or require such personnel to leave its premises at any time and shall not be obliged to give the Provider the reason(s) for its decision. The Buyer will not apply the provisions of this clause vexatiously.
11.3 Whilst on the Buyer's premises, the Provider shall abide by the Buyer's rules and regulations relating to the premises.
12. Extension of Time, Rescheduling or Cancellation
12.1 If, for any cause beyond the reasonable control of the Provider, delivery of the Goods, or performance of the Services, is delayed, then unless time is of the essence the time for delivery/performance may be rescheduled by the Buyer (acting reasonably). Delay for any other reason shall be at the sole discretion of the Buyer, in which case the Provider shall be responsible for any additional costs.
12.2 Notification of any anticipated or actual delay must be immediately communicated to the Buyer by the Provider specifying the reasons for the delay.
12.3 If in the reasonable opinion of the Buyer it is inappropriate to reschedule delivery of the Goods and/or performance of the Services then the Buyer may cancel the PO or WI without incurring any liability for such cancellation.
13. Risk and Title
13.1 Risk and title in the Goods and/or Services shall only pass to the Buyer upon acceptance of the Goods and/or Services when delivered to the place and address specified in the PO or WI, unless otherwise agreed in writing by the Parties.
13.2 The Buyer also reserves the right to take possession of all Goods to which it has title.
14. Damage or Loss in Transit
14.1 Any Goods lost or damaged in transit shall be restored or replaced by the Provider at the Provider's expense and to the Buyer's satisfaction.
14.2 Delivery shall not be deemed to have taken place until restoration has taken place to the satisfaction of the Buyer or replacement Goods have been accepted by the Buyer.
14.3 Goods shall be deemed not to have been delivered by the Provider if a receipt from an authorised officer of the Buyer cannot be produced by the Provider.
15.1 Unless otherwise agreed in writing by the Parties, if, at any time within 3 months from the date of delivery, having regard to the nature of the Goods or Services, the Goods and/or Services fail to comply with the PO or WI, the Buyer may, by notice to the Provider (which notice shall be confirmed in writing) reject the whole or any part of the Goods and/or Services. The Buyer may then (without prejudice to its other rights and remedies) accept replacement Goods and or re-performed Services from the Provider at the Provider's expense.
16. Terms of Payment
16.1 The Buyer agrees to pay the Provider either, the total price for the Goods and/or Services which is stated in the PO or WI (or otherwise agreed in writing between the Parties) within 60 days of the date of receipt of a valid and undisputed invoice, which (if the Provider determines that VAT is payable) must comply with the requirements of H.M. Revenue and Customs for VAT purposes.
16.2 All prices and rates which are stated in the PO or WI are exclusive of VAT (unless otherwise stated in the PO or WI).
16.3 If the Buyer has informed the Provider that an invoice is disputed by it, the issue will (unless otherwise agreed by the Parties) be referred under the Dispute Resolution Procedure.
16.4 If requested to do so by the Buyer, the Provider shall accept payment of monies due by electronic funds transfer through BACS Ltd or other electronic payment means, as good discharge of the Buyer’s indebtedness under the PO or WI.
16.5 If any undisputed monies are not paid by the due date, then the Provider or the Buyer (as applicable) may charge interest on such undisputed monies on a day to day basis from the date falling 30 days from when payment fell due, (or such other date as may be agreed in writing between the Parties), to the date of payment (both dates inclusive) at the rate of two (2) per cent per annum over the base lending rate of the Bank of England from time to time. The Parties agree that this clause provides each of the Parties with a substantial remedy in respect of any late payment of sums due for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998).
17. Set Off
17.1 The Buyer shall be entitled to set off against any sums due to the Provider under the PO or WI any sums which become payable by the Provider to the Buyer in relation to the PO or WI or any other contract between the Parties.
18.1 The Provider and its personnel shall at all times comply with all applicable laws, including statutes, regulations and bye-laws of local or other competent authorities.
19. Entire Agreement
19.1 These terms and conditions and the PO or WI shall (unless expressly agreed otherwise in writing by the Parties) comprise out the entire terms and conditions of the contract in relation to the subject matter of the PO or WI (subject to clause 1.1) and the Provider's terms and conditions of contracting are expressly excluded. The Purchaser Order and these terms and conditions shall therefore take priority over any other arrangements, communications (whether verbal or written), or any other documents (including, but not limited to, other PO or WIs, or other terms and conditions) except if the PO or WI is displaced pursuant to an over-riding contract pertaining to the Goods and/or Services either, issued by, or referred to, by the Buyer.
20. Contracts (Rights of Third Parties) Act 1999
20.1 The contract between the Parties which is referred to in clause 19.1 does not confer (and is not intended to confer) any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.
21. No Agency
21.1 This contract does not either, create a partnership between the Buyer and the Provider, or make one of the Parties the agent of the other for any purpose.
22.1 The Provider shall not, without the prior written permission of the Buyer, advertise or disclose to any third party that it is providing Goods and/or Services to the Buyer.
23. Governing Law
23.1 This contract shall be governed by English law and the Parties shall submit to the exclusive jurisdiction of the English courts.
24. Dispute Resolution Procedure (DRP)
24.1 If any of the Provider’s invoices are disputed by the Buyer, then unless otherwise agreed between the Parties, the Parties agree to refer the dispute in accordance with the Buyer’s standard Disputes Resolution Procedure.