- Definitions
In these conditions:
Scott Howard means Scott Howard Office Furniture Ltd.
The contract means the contract formed on the basis of these conditions by Scott Howard's acceptance of the customer's order.
The Services means the services, including installation, to be rendered by Scott Howard pursuant to the contract.
The Goods means all goods, materials and equipment to be supplied to the customer under the contract.
The Site means the place or places and immediate areas where installation is to be carried out.
- Formation of contract
2.1 Unless otherwise stated or previously withdrawn, any quotation will remain open for 28 days from its date.
2.2 A quotation is an invitation to the customer to place an order. All orders require Scott Howard's written order acceptance before any contract arises.
2.3 Quotations are made and Scott Howard accepts orders on the basis of these conditions subject only to the express terms of its quotation and amendments in writing signed by its authorized representatives. No representations, warranties, guarantees or other statements not contained in these conditions or in the quotation or in such signed amendments shall be binding on Scott Howard. Any general conditions of Purchase purporting to be offered on behalf of the Customer shall be deemed invalid and ineffective as a counter-offer or otherwise unless specifically accepted by Scott Howard's authorized representative in writing and in relation to the particular contract in question. Acceptance of any goods or services by the customer shall be deemed to indicate agreement of these conditions.
2.4 Scott Howard reserves the right at any time to correct errors and omissions in the quotations, drawings and other documents.
2.5 The customer shall not be entitled to make any variation in its order without Scott Howard's prior written consent. Where changes in quantities of Goods are concerned such variations will in any event, and without prejudice to Scott Howard's discretion, only be accepted within 14 (fourteen) days from the date of the initial order and subject to a "revision" charge for a reduction in an order equal to £250.00 pounds or 10% of the reduction, if greater. Revision charges do not apply to cancelled order.
- Price
3.1 In the event of any increase between the date of the quotation to which the contract relates and the date of delivery of the Goods or of performance of the services, in the cost to Scott Howard of any labor, materials, purchased components or finished goods used in the fulfillment of the contract. Which is beyond Scott Howard's reasonable control. Scott Howard will be entitled to charge such increase to the customer.
3.2 Unless otherwise agreed in writing, prices do not include value added tax or any other tax or levy.
3.3 Normal hourly and daily rates quoted are subject to addition for overtime, weekend and public holiday working and reasonable travelling time of personnel to and from the site.
3.4 Prices do not include the connection of electrical accessories, even if supplied by Scott Howard, to power sources nor any supplementary wiring required.
3.5 Unless otherwise agreed in writing, Prices include cost of delivery within Mainland UK. however Scott Howard may make an additional charge, for the carriage for orders outside of this territory. For delivery elsewhere carriage will be as quoted or at cost.
3.6 Unless otherwise stated by Scott Howard prices include installation, during normal working hours. Installation is not included for chair orders totaling less than £2,500.00
- Payment
Orders received from new customers require full payment with order, whereas orders from existing customer for goods and services shall be settled in full upon practical completion.
In respect of all orders for the supply of goods or services exceeding £2,000.00 pounds, Scott Howard shall require a non-refundable deposit payment of 50% with order, the balance falling due upon practical completion, and where the services are to be performed over more than one week, Scott Howard shall be entitled to invoice on a periodic basis at it's discretion.
Without prejudice to its other rights Scott Howard may charge interest on any over due amounts at the rate of 2% over the Bank of England base rate per month or part of thereof.
Scott Howard shall be entitled to invoice on a proforma basis for initial orders from any customer and in other circumstances at its discretion.
- Delivery and Risk
5.1 Unless otherwise agreed in writing the goods will be delivered to a customer's premises and the risk of loss, or deterioration of, or damage to the Goods will be borne by the customer from the time of delivery.
5.2 All dates quoted for delivery of Goods and provision of service are estimates only and although Scott Howard will try to meet such dates, it will not be liable for failure to deliver or perform on date or within any quoted.
5.3 Scott Howard will be entitled to make partial delivery or deliveries by installments and to invoice for such deliveries as made. These conditions shall apply to each such delivery.
- Access to Site
Where the Contract includes work on site, the customer will at it's expense secure on the date and for the period of performances, adequate access and uninterrupted possession of the site, which shall be free of all encumbrances, a suitable structure ready to receive the Goods and all necessary services and facilities to enable installation to be expeditiously and continuously carried out. Without prejudice to the generality of the foregoing, the customer will ensure that there is convenient parking space for service vehicles and, where the Goods are not being installed at ground level, suitable lift accommodation to the site level and that all carpets and other floorings have been properly laid.
- Customer Delays
7.1 If the customer is unable or unwilling to accept delivery of any Goods on or at any time following the delivery date, Scott Howard will be entitled to provide, at a reasonable rate, or arrange for the provision of, storage and insurance of the goods concerned as it thinks appropriate at the Customer's expense and to charge for additional transport and handling. The appropriation or dispatch of any of the Goods for storage in accordance with this condition shall be deemed to constitute delivery to the customer.
7.2 Scott Howard may charge the customer for any additional cost or expense incurred as a result of any delay or difficulty in off-loading or transporting the goods to site or in commencing, continuing with or completing the service for reasons outside Scott Howard's reasonable control. Scott Howard does not guarantee that personnel used to provide services will be members of a trade union and any difficulty, dispute or action shall be deemed to be outside Scott Howard's reasonable control. Such charges shall be on the basis of Scott Howard's normal hourly and daily rate.
7.3 If Scott Howard is required to withdraw any of their personnel from the site for any reason during the performance of the services at least one week's notice of return will be required.
- Drawings
8.1 Any installations or services covered by the Contract will be undertaken solely on the basis of drawings or instructions signed on behalf of the customer and Scott Howard will not be obliged to commence installation until two weeks from the date of receipt of complete signed drawings or instructions.
Where drawings do not correspond to the Contract, Scott Howard will be entitled to rely on the drawings as being for guidance only.
8.2 The customer shall not be entitled to make any variation in drawing or instructions without Scott Howard's prior written consent. In the event that Scott Howard agrees to any such variations, the customer will be charged extra at Scott Howard's normal daily rates or a lump sum quoted by Scott Howard.
- Customer Representative and Completion
The customer will nominate a representative who will have full power to act on behalf of the customer in relation to the contract. Scott Howard shall be entitled to have regard to any drawings or instructions received from such representative. In default of such nomination, Scott Howard shall be entitled to have regard to drawings or instructions received from such representative of the customer, as it shall, for the time being in its entire discretion, think fit.
The customer's representative will be notified orally or in writing immediately on completion of the installation.
- Transfer of Property in Goods
10.1 Property in the Goods shall remain with Scott Howard until it has received payment in full for all sums due from the customer and payment for the entire amounts of any contract outstanding.
10.2 The customer shall store and use Goods owned by Scott Howard in a way that makes them clearly identifiable as Scott Howard's property and shall insure them for the benefit of Scott Howard so long as they remain its property. If the customer shall sell or otherwise dispose of Goods, or make any insurance claim in respect of them, prior to making payment in full for them he shall not incur any liability on behalf of Scott Howard and the proceeds of any such sale or other disposition (or claim thereto) or any insurance proceeds (or claim thereto) shall belong to Scott Howard to the extent of all sums due to Scott Howard.
10.3 If the customer fails to make all payments when due, enters into bankruptcy, liquidation or a composition with its creditors, has a receiver or manager appointed over any of its assets or becomes insolvent or if Scott Howard has any reasonable cause to believe that any of these events may occur, Scott Howard shall have the right, without prejudice to any other remedies, to repossess the right Goods without prior notice and the customer will permit Scott Howard to enter any premises for the purpose to such repossession.
10.4 Nothing in this condition shall give the customer any right to return Goods sold here under. Scott Howard may sue the customer for the price when due notwithstanding that property in the goods may not have passed to the customer.
- Claims, Warranty and Liability
11.1 Without prejudice to the condition 5.1, Scott Howard does not accept any responsibility for loss or deterioration of or damage to Goods in transit unless full details are given to Scott Howard in writing within 48 hours of delivery.
Where systems products are delivered they should not be unpacked initially but each of the packages should be examined externally for evidence of damage. Where such evidence is found the packages should be unpacked carefully and examined and any damage notified as described above.
11.2 Scott Howard warrants that Goods and Services will be free from defects caused solely by faulty design, materials or workmanship and notified as provided below.
11.3 Under this warranty Scott Howard will, at its option, repair, replace or give credit to the customer for any Goods and will remedy any services found to be so defective, provided that Scott Howard is notified in writing, in the case of any claims in respect of goods, within ten days of the discovery of the defect and in any event not later than twelve months from the date of delivery, in the case of any claim in respect of services within two days of the notified date of completion of the installation.
11.4 This warranty applies only where examination discloses that a defect exists and has not been caused by misuse, including without limitation use otherwise than in accordance with specification, neglect, improper handling or by repair or alteration not carried out by Scott Howard. Where Scott Howard so requires any goods, which are claimed to be defective, shall be returned to its warehouse, carriage paid for inspection.
11.5 Scott Howard will indemnify the customer against liability for any damage to property arising during performance of the services resulting from the willful negligence of Scott Howard's servants, agents or sub contractors in the course of performance of the services provided that Scott Howard's total liability under this condition shall not exceed the contract price.
11.6 The remedies set out in this condition constitute the customer's only entitlement and save as expressly set out and in respect of claims under section 12 sale of Goods Act 1979. Scott Howard shall be under no liability whatsoever whether in respect of negligence or otherwise in connection with Goods or services supplied under the contract and, in particular, shall not be liable for indirect or consequential damage of any kind. All conditions, warranties, or other terms whether express or implied, statutory or otherwise are hereby excluded provided that nothing in these conditions shall restrict any liability of Scott Howard for negligently causing death or personal injury.
- Special customer orders for non-stocking items
Where a customer wishes to place an order for any items that are not normally held in our stocks (ie stocking items) these orders will be placed on the factories concerned as "Special Customer Factory Orders" and will be supplied specifically for that customer alone.
As Scott Howard is then ordering a special item specially made for that customer we will be unable to return that item to the factory in the future and therefore this same rule will apply to the customer - in that all special factory orders are non returnable under any circumstances.
If the customer is unwilling to accept these terms of supply then the order will not be supplied.
- Force Majeure
Without prejudice to any other conditions Scott Howard shall be under no liability for delay or non-performance of any obligations due to shortage or unavailability of stock, industrial action, transportation delays or any other circumstances what so ever beyond its reasonable control whether or not foreseeable and in any such event Scott Howard may at its option cancel the contract or any outstanding part of it or delay performance.
- Contractual Confidentiality
Scott Howard operates a strict policy of Client Confidentiality, and therefore promises to retain all customer and contractual details, of whatever nature, in the strictest of confidence. Accordingly no information will be released to any third party without the express written permission of the customer, furthermore if the customer is a company with Plc, LLP or Limited Liability protection information will only be released on receipt of written authorization from a clients director's.
- Data Protection Act 1998
All customer's private details and order details are afforded protection in law under the D.P.A. 1998 accordingly we will not release any information of any nature to any third party interests without the express written permission of the customer. The D.P.A. states that we may only release the minimum of details to facilitate contact and to this end we will only ever supply name, address and telephone number.
At any time after the release of information customers may still request the return of that information and Scott Howard will facilitate this needs should it be requested.
- Customer's Breach and Financial Situation
If the customer shall be in breach of any of its obligations here under or under any other contract with any Scott Howard group company or if at any time customer's financial condition does not, in Scott Howard's reasonable judgement, Justify continuance of this contract on the terms of payment agreed Scott Howard, without prejudice to any other rights and without any liability whatsoever to customer may cancel any outstanding part of the contract or suspend any deliveries until such time as customer shall provide security satisfactory to Scott Howard for the performance of all obligations of Scott Howard hereunder.
- Waiver
Scott Howard's failure to insist upon strict performance of any of the customer's obligations here under shall not be construed as a waiver and shall not affect Scott Howard's right to require strict performance of all customer's obligations.
- Severability
If any provision or part of any provision of these conditions is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or any other parts of any provisions hereof.
- Headings
The headings in these conditions are inserted for ease of reference and shall not affect their construction.
- Law
This contract shall be governed and construed in accordance with English Law and the English Courts shall have jurisdiction to hear all disputes arising in connection with it.
Date of Issue: 1st of January 2013.
