TERMS AND CONDITIONS
1.1 In these Conditions the following expressions shall have the meanings set opposite them:
"the Company" Daton and shall include its officers, employees and agents. "the Customer' the person whose name is specified on the order form and shall include any person for whom the Works are to be carried out at the Customer's request.
"the Customer's Premises' means any place at which the Works are to be carried out at the Customer's request,
'the Price" shall mean the Price of the !brim as specified on the order form.
"the Works" shall mean the supply and installation at the Customer's Premises of the goods described on the order form.
1.2 Any reference in these Conditions to the masculine shall include the feminine and neuter and any reference to the singular shall include the plural and vice versa in each case.
1.3 Clause headings are for ease of reference only
2. BASIS OF SUPPLY
2.1 Subject to the Conditions contained herein, the Customer agrees to purchase and the Company agrees to carry out the Works at the Customer's Premises in accordance with any written quotation and/or specification of the Company
2.2 No order shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company and the agreement shall at all times prior to the commencement of the Works be subject to:
2.2.1 the receipt of the deposit referred to under Clause 5.
2.2.2 the result of any credit enquiry concerning the Customer which the Company shall in its absolute discretion choose to make being satisfactory to the Company.
2.3 The Company's employees and/or agents are not authorised to make any representations concerning the Works unless confirmed in writing by the Company.
2.4 Except where the Customer relies on the Company's written advice, it is the Customer's responsibility to satisfy himself as to the suitability of the Works for his needs.
3. CONSENTS AND ACCESS
3.1 The Customer shall at his own expense obtain all necessary consents for the Works, including (without limitation) building regulation and planning consents, consents from neighbours and *umpires.
3.2 The Customer shall give the Company safe and unobstructed access to the Customer's Premises for the purposes of carrying out the Works and any other obligation of the Company under this Agreement. The Company will carry out the Works during its normal working hours but may on reasonable notice, require the Customer to provide access at other times.
4. DELIVERY AND INSTALLATION
4.1 Where the Works are to be carried out by any date specified by the Company or the Customer, such date is to be treated as an estimate only and the Company does not guarantee that the Works will be carried out by such date, or accept any liability for failure to meet the date.
4.2 The Customer shall:
4.2.1 provide the Company's personnel with adequate working space and facilities; and
4.2.2 protect, take-up or remove in time to allow the Company to carry out the Work any furnishings including, without limitation, curtains, carpets and furniture.
4.3 The Company will take all reasonable care in carrying out the Works but accepts no responsibility for damage to internal or external decorations, nor does the Company undertake to decorate or match any interior or exterior finishes.
4.4 Any variations or additions to the Works shall be charged for in addition to the Price.
4.5 The Company will, upon completion of the Works, remove from the Customer's Premises all rubbish and debris arising from the Works.
5. CHARGES AND PAYMENTS
5.I Unless he has already paid it, the Customer shall immediately pay to the Company the deposit shown on the order form.
5.2 Except where the Customer has entered into a credit agreement, the Customer shall pay the balance of the Price upon practical completion of the works.
5.3 Unless otherwise stated charges include delivery of the goods to the Customer's Premises.
6. OWNERSHIP AND RISK
6.1 Any goods to be installed as part of the Works delivered to the Customer's Premises (or Premises to which such goods are delivered at the Customer's request) shall from the time of delivery be at the Customer's risk, whether or not installed, except as regards loss or damage caused by the negligence of the Company
6.2 If the Company is delayed in or prevented from carrying out the 'Works by any date specified under sub-clause 4.1 due to any delay or default on the pan of the Customer. the Company may (in addition to any other remedies) on written notice to the Customer, add to the charges. a reasonable sum in respect of any additional costs thereby incurred.
6.3 Notwithstanding that the Works have been handed over and stand at the Customer's risk. ownership of the Works shall not pass to the Customer until payment of the Company's charges in full.
6.4 In the event of threatened seizure of the work, or of appointment of a receiver or liquidator, or any other event entitling the Company to terminate this Agreement under clause 9 the Customer shall immediately notify the Company and the Company shall be entitled to enter the Customer's premises and repossess the Works.
7. LIMITATION OF LIABILITY
7.1 Except as provided for under sub-clause 7.3 and 7.4, the Company has no obligation, duty or liability in contract, tort (including negligence, nuisance or breach of statutory duty) or otherwise arising out of or by reason of or in connection with this Agreement.
7.2 In no circumstances shall the Company be liable in contract, tort (including negligence, nuisance and/or breach of statutory duty) or otherwise for loss (Whether direct or indirect) of profits, business or anticipated savings, or for any economic or consequential loss whatsoever. 7.3 The Company does not exclude liability for death or personal injury attributable to negligence.
7.4 The Company does not exclude liability for loss of, or damage to, property directly resulting from the Company's breach of this Agreement, but the Company's liability for such loss or damage shall be limited to £150,000 in respect of any one incident or series of incidents whether related or unrelated in any period of 12 months.
7.5 Where the Customer does not buy the Works in the course of a business (or hold itself out as doing so), this Clause 7 does not exclude the undertakings implied by Sections 13,14 and 15 of the Sale of Goods Act 1979 or Sections 2 to S of the Supply of Goods and Services Act 1982, and does not affect the Customer's statutory rights. Nothing in these Conditions shall be construed as limiting or excluding the Company's liability under the Consumer Protection Act 1987.
7.6 The Company shall not be liable for any failure to comply with the obligations of this Agreement where the failure is due to circumstances beyond the Company's reasonable control, including, without limitation, Act of God, war, civil disturbance, flood, lightning or fire; industrial action or lockouts; the act or omission of Government or any agency thereof; a failure or delay attributable to any electricity or telecommunications network; the act or omission of any party for whom the Company is not responsible.
8.1 The Company will make good by rectification, repair or replacement or at its option by the supply of replacement parts, faults or defects which, under proper use, appear in the Works within the period of one year (unless otherwise specified in writing) after the Works have been accepted or deemed to have been accepted and arise solely from faulty material or workmanship or faulty design (other than a design made, furnished or specified by the Customer) provided that:
8.1.1 The Works have been properly kept, used and maintained in strict accordance with the manufacturer's or the Company's instructions, if any, and have not been modified except with the Company's prior consent;
8.1.2 the fault is not due to accidental or wilful damage; fair wear and tear, interference with the Works by the Customer or a third party;
8.1.3 the Customer makes no further use of the Works after the defect has been or ought to have been discovered.
8.2 The Company's guarantee shall be conditional upon:
8.2.1 All monies due to the Company under this Agreement or any associated credit sales agreement having been paid when due; and
8.2.2 The production by the Customer of the Company's order form as record of the Customer's order.
8.3 All guarantee work will be carried out during normal working hours
9.1 Without prejudice to other rights the Company shall have the right to terminate this Agreement forthwith at any time and to claim for any resulting losses or expenses if the Customer:
9.1.1 is in breach of any obligation under this Agreement and fails to remedy the breach within 21 days of notice requiring him to do so; or
9.1.2 has a receiving order in bankruptcy made against him or seeks or agrees any arrangement with creditors or being a company has a receiver manager or administrator appointed over any of its undertaking or assets or enters into liquidation (other than a member's voluntary liquidation).
9.2 In the event of the Company becoming entitled to terminate this Agreement the Company will be entitled (in addition to the payment of charges otherwise outstanding under the terms of this Agreement) to the payment of all sums payable in respect of any breach by the Customer of the terms of this Agreement and all expenses and legal fees incurred in enforcing the Company's rights under this Agreement.
10. ASSIGNMENT AND SUB-CONTRACTING
This Agreement is personal to the Customer and the Customer shall not at any time assign. pledge, mortgage, transfer or otherwise dispose in whole or in part of any or all rights under this Agreement except as expressly allowed by the terms of this Agreement. The Company may at any time assign, pledge, mortgage, transfer Of otherwise dispose in which or in part all rights under this Agreement and shall have the right to sub-contract or delegate the performance of its obligations arising under this Agreement without the prior consent of the Customer
11. ENTIRE AGREEMENT
The Customer acknowledges that. without prejudice to liability for fraudulent misrepresentation, this document contains the entire terms of the Agreement and supersedes all prior oral or written communications No variation of them: terms shall have effect unless agreed in writing by the Company and the Customer. These terms shall not be replaced he any terms proposed by the Customer