TERMS & CONDITIONS OF R.A. TEMPEST JOINERY

1. INTERPRETATION
1. In these terms and conditions (Conditions) the words set out below shall have the following meanings:-
  
  Contract: Your purchase order and My acceptance of it, or Your acceptance of the Estimate under condition 2.2.
  
  Estimate: the written estimate provided by Me to You outlining the Services and Materials to be provided to You.
  
  Materials: all products and materials supplied by Me or My agents, subcontractors, consultants and employees in relation to the Services in any form, including raw materials, doors, windows and kitchen units.
  
  “I”, “Me”, & “My”: are references to Ross Tempest trading as R.A. Tempest Joinery
  
  Services: the services to be provided by Me under the Contract as set out in the Estimate, together with any other services which I provide, or agree to provide, to You.
  
  VAT: value added tax chargeable under English law for the time being and any similar additional tax.
  
  “You” & “Your”: are references to the person, firm or company who purchases Services from Me.
2. A reference to writing or written in these Conditions includes faxes but not e-mail.
. APPLICATION OF CONDITIONS
1. These Conditions shall:
  1. (a) apply to and be incorporated into the Contract; and
  2. (b) prevail over any inconsistent terms or conditions contained, or referred to, in Your purchase order, confirmation of order, acceptance of a Estimate, or specification or other document supplied by You.
2. Your purchase order, or your acceptance of an Estimate for Services by Me, constitutes an offer by You to purchase the Services and Materials specified in it on these Conditions. Your standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
3. Estimates are given by Me on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any price contained within an Estimate is valid for a period of 30 days from its date, provided that I have not previously withdrawn it.
4. I reserve the right to charge You a price higher than that contained in the Estimate if:-
  1. (a) You change the scope of the work requested and/or ask for extra work to be undertaken;
  2. (b) the price charged to Me for Materials increases during the project concerned. I will notify You of the increased price as soon as practicable.
MY OBLIGATIONS
1. I shall use reasonable endeavours to provide the Services, and to deliver the Materials to You, in accordance in all material respects with the Estimate.
2. I shall use reasonable endeavours to meet any performance dates specified in the Estimate but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
YOUR OBLIGATIONS
1. You shall:
  1. (a) co-operate with Me in all matters relating to the Services;
  2. (b) provide Me and My agents and subcontractors, in a timely manner and at no charge, with access to Your premises, office accommodation, and other facilities as reasonably required by Me.
2. If My performance of My obligations under the Contract is prevented or delayed by any act or omission of You, Your agents, subcontractors, consultants or employees, I shall not be liable for any costs, charges or losses sustained or incurred by You arising directly or indirectly from such prevention or delay.
5 CHARGES AND PAYMENT
1. In consideration of the provision of the Services by Me, You shall pay the charges as set out in My invoice. You shall not be entitled by reason of any alleged minor defect to withhold more than a proportionate amount of the charges due to Me.
2. All charges quoted to You are exclusive of VAT. As I am not currently registered for VAT no amount in respect of VAT will be added to My invoice.
3. Subject to clause 5.1 You shall pay each invoice submitted to it by Me, in cleared funds, within 14 days of receipt of My invoice.
4. Without prejudice to any other right or remedy that I may have, if, without fault on My part, You fail to pay Me on the due date, I may:
  1. (a) charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and You shall pay the interest immediately on demand. I may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
  2. (b) suspend all Services until payment has been made in full.
5. Time for payment shall be of the essence of the Contract.
6. Save where the Contract has been terminated due to material fault on My part, all sums payable to Me under the Contract shall become due immediately on its termination, despite any other provision. This condition 5.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7. If and to the extent Materials are delivered to You without Me receiving payment in full for them full title to and ownership of the Materials shall remain with Me.
8. I may, without prejudice to any other rights I may have, set off any liability of Yours to Me against any of My liability to You.
CANCELLATIONS AND CHANGES TO THE SCOPE OF SERVICES
1. If you decide to cancel the Services before I have started work on your project I will attempt to find other work for the day or part day in question. If I am unable to find any other work for the day or part day in question I will charge you for any losses that I incur through your cancellation.
2. If, without material fault on My Part, you cancel the Services after I have started work on Your project I will charge You for each day or part day worked on the project until your cancellation. In addition to My charges up to cancellation I further reserve the right to charge You for the losses I am likely to incur by the cancellation of the project before its completion.
3. If, without material fault on My part, You decide to cancel an order for Materials at any time I will retain any sums paid to Me in respect of those Materials until I find another buyer for the Materials. The sum retained will be sufficient to cover the losses I am likely to incur. Please note that if the sum retained does not cover the losses I incur I reserve the right to ask You to pay My losses in full.
4. Unless otherwise agreed in writing I will perform the Services as outlined in the Estimate. Requests for changes to the agreed Services must be submitted to Me in writing and may lead to increased charges to You.
AVAILABILITY, DELIVERY & FITTING
1. The Materials ordered are subject to availability. If the Materials are found to be unavailable I will offer you the choice of either the best alternative replacement that I can find or the cancellation of Your order and the return of any money You have paid to Me.
2. I will deliver the Materials to the project address unless You notify Me differently in writing.
3. I will use all reasonable endeavours to meet any agreed date for delivery of Materials and/or for performance of Services but I cannot be responsible for late delivery or performance caused by matters beyond My reasonable control. In this case I will deliver or perform as soon as reasonably possible.
4. Where I have agreed to fit Materials or perform Services I am not responsible for the disposal of old floor coverings, old fixtures and fittings and old furniture. Disposal of refuse and debris will also be Your responsibility.
RISK
1. Risk of damage to or loss of the Materials shall pass to You upon delivery (save for damage or loss caused by Me or a manufacturing fault or defect).
LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
1. This condition 9 sets out My entire financial liability (including any liability for the acts or omissions of My employees, agents and subcontractors) to You in respect of:
  1. (a) any breach of the Contract;
  2. (b) any use made by You of the Services, the Materials or any part of them; and
  3. (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
2. Nothing in these Conditions limits or excludes My liability:
  1. (a) for death or personal injury resulting from negligence; or
  2. (b) for any damage or liability incurred by You as a result of fraud or fraudulent misrepresentation by Me; or
  3. (c) for any liability incurred by You as a result of any breach by Me of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
3. Subject to condition 9.2:
  1. (a) I shall not be liable for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses that were not a reasonably foreseeable consequence of My tortious act or omission (including negligence), misrepresentation and/or breach of contract;
  2. (b) Save for loss or damage arising out of the use of oxy-acetylene, burning or welding equipment (see sub-clause (c) below) My total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to £1 million which is the limit per claim under My insurance. I have taken account of this clause 9.3 in the price contained in the Estimate. If Your project carries any element of special risk this should be made known to Me before the Services commence. Following such notification I may be able to increase the limit of liability under this sub-clause (b) but this is likely to increase the charge to You;
  3. (c) In respect of loss or damage arising out of the use of oxy-acetylene, burning or welding equipment My total liability in contract, tort (including negligence or breach of statutory duty), or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to £5000.00. If the use of oxy-acetylene, burning or welding equipment during Your project carries any element of special risk this should be made known to Me before the Services commence. Following such notification I may be able to increase the limit of liability under this sub-clause (c) but this is likely to increase the charge to You.
TERMINATION
1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
  1. (a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
  2. (b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  3. (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
2. On termination of the Contract You shall, unless termination has been caused by My material fault, immediately pay to Me all of My outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, I may submit an invoice, which shall be payable immediately on receipt.
3. On termination of the Contract for any reason;
  1. (a) You shall, within a reasonable time, return all of the Materials that have not been paid for. If You fail to do so, then I may enter Your premises and take possession of them. Until they have been returned or repossessed, You shall be solely responsible for their safe keeping; and
  2. (b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
4. On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
  1. (a) Condition 9;
  2. (b) Condition 10; and
  3. (c) Condition 17.
FORCE MAJEURE I shall have no liability to You under the Contract if I am prevented from, or delayed in performing, My obligations under the Contract or from carrying on My business by acts, events, omissions or accidents beyond My reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving Your workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
VARIATION
1. I may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
2. Subject to condition 12.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
SEVERANCE
1. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
ASSIGNMENT
1. You shall not, without My prior written consent, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of Your rights or obligations under the Contract.
2. I may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of My rights under the Contract and may subcontract or delegate in any manner any or all of My obligations under the Contract to any third party or agent.
3. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
RIGHTS OF THIRD PARTIES A person who is not a party to the Contract shall not have any rights under or in connection with it.
NOTICES
1. Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid registered first-class post or by commercial courier to the other party at the last address specified by the relevant party by notice in writing to the other party.
2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to in clause 16.1 or, if sent by pre-paid registered first-class post, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
GOVERNING LAW AND JURISDICTION
1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the relevant law of the United Kingdom.
2. The parties irrevocably agree that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).

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