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Terms and Conditions of Sale for Hand Made Places Ltd

These terms & conditions relate to Trade sales only & not consumer sales - Content of this Contract.

In these terms & conditions 'the Company' means Hand Made Places Ltd; 'the Customer' means the person, firm, school, local authority or company purchasing the goods and/or accepting services from the Company under the Contract between the Company & the Customer; 'Contract' means the contract made between the Company & the Customer, & 'goods' means the goods and/or services (including samples where relevant), installation services & related aggregates & ancillary supplies required to complete the Contract the subject matter of the Contract. (A 'Consumer' shall mean a consumer as defined by the Unfair Contract Terms Act 1977 (as amended) or Unfair Terms in Contract Regulations 1999 (as amended).) The statutory rights of a Customer who is a Consumer are not affected by these Terms & Conditions.

Acceptance of Order

All orders are accepted by the Company solely on these Terms & Conditions, which override any terms & conditions stipulated, incorporated or referred to by the Customer whether in its order or any negotiations. No variation or addition to these Terms & Conditions shall be incorporated into the Contract unless such variations or additions & the Company's agreement thereto are both expressly agreed in writing. Any order placed by the Customer with any of the Company's salesmen or other employees or representatives shall be subject to acceptance by the Company.

Estimates/Quotations

a) Quotations are for the supply and/or installation of goods & materials on these Terms & Conditions only.

b) Any quotation given by the Company is not an offer & the Company reserves the right to withdraw or amend any quotation at any time prior to the Company's acceptance of the Customer's order.

c) Where tolerances are required in the goods supplied beyond those generally accepted no liability will attach to the Company unless such tolerances are notified in writing to the Company at order time & the Company has acknowledged in writing that it is prepared to accept such an order. For strength and durability, specially selected timber is used. As a natural product wood that has been machine finished and pressure treated for long life has a varying moisture content which under the influence of the sun, air and ground conditions will periodically shrink and expand to cause stress cracks and splits in line with the grain. These cracks are a feature associated with wooden structures of this type and are unlikely to be of any structural concern.) HMP guarantees that any pressure treated timber found to have failed its purpose due to rot or fungal decay within 15 years, will be exchanged on an ex works basis, free of charge, subject to the defective timber being returned to HMP. This guarantee does not affect your statutory rights.

d) The Company shall be entitled without notice to the Customer reasonably to alter any specification, description, design, drawing, illustration and/or particulars relating to goods & to supply goods as so altered in performance of the Contract & shall also be entitled to substitute similar goods of equivalent type & to supply such goods in performance of the Contract.

Prices

a) The price of the goods shall be the Company's quoted price which shall be binding on the Company subject to conditions Estimates/Quotations (b), (c), & (d) provided that the Customer shall accept the Company's quotation within 30 days. For the avoidance of doubt where no price has been quoted (or a quoted price is no longer valid) the price of the goods shall be the price listed in the Company's published list price at time of despatch.

b) The Company may be giving notice to the Customer at any time up to 7 days before delivery increase the price of the goods to reflect any increase to the cost of the Company which is due to factors beyond reasonable control of the Company (including without limitation foreign exchange fluctuations, taxes & duties & the cost of labour, materials, & manufacturing costs) provided that the Customer may cancel this Contract within 7 days of any such notice from the Company.

c) All prices are exclusive of Value Added Tax unless otherwise stated.

d) When goods are sent by rail or carrier a charge will be made unless otherwise stated. HMP reserve the right to levy a 10% carriage charge against all goods delivered on a supply only basis.

e) All quotations given assume reasonable digging conditions to install the equipment & that there are no underground services, hazards or impediments in the area to be excavated. However, we reserve the right to carry out a site survey upon ordering, and dependant upon the results of such a survey showing any impediment to reasonable digging conditions the Company reserves the right to apply an additional charge so that the Contract may not be frustrated. The Company will in the event of any digging impediment verbally advise the Customer immediately & then in the event of any further charge to be levied against the Customer, the Company will inform the Customer of the additional cost & the nature of the impediment as interpreted by the installation team on site. Their judgement of the impediment is a guide & the liability of the repair or movement of the impediment remains the liability of the Customer.

f) In the event of a breach to service conduits (and consequential services from any such conduit), pipes & or damage to third party underground property, the Customer will be held fully liable for any additional cost of repair or replacement in the event of the Company not being made fully aware of such impediment to excavation before the commencement of the works on site in writing.

g) If the Customer is unable to meet any additional cost quoted by the Company for the rectification of such impediment or damage thereof, the Company reserves the right to withdraw from site & to enforce payment for completion of the Contract as if it had been completed in accordance with the Company's Terms & Conditions, without prejudice to the Customer's statutory rights.

h) When goods are sold on a supply only basis, the goods will be dispatched in modular kit form for assembly and subsequent installation by the Customer. It is the responsibility of the Customer to establish the extent of the assembly required and the level of competence required to satisfactorily install the equipment. The Company will issue with the goods instructions for assembly and installation in accordance with the Company's interpretation of BS EN1176. The Company will not be held liable for the quality of the installation when goods are supplied on a supply only basis, and or any subsequent injury resulting from incorrect installation or assembly. It is the Customer's responsibility to install the equipment to the appropriate safety specifications as recommended within BS EN1176 and to maintain the equipment accordingly.

Accounts/Payments

Credit accounts may be opened at the sole discretion of the Company subject to satisfactory credit references being obtained. A schedule of payments i.e. a down payment at the time of order, a percentage on commencement of manufacture, a further percentage on delivery and balance on completion would be agreed. For payment for goods supplied on credit accounts, unless otherwise stated in writing from the Company, shall become due on the 15th of the following month or in 15 days from date of invoice dependent on which is soonest.

a) For all other transactions, the Company shall be entitled to invoice the Customer for the price of the goods at the time of acceptance of the order/delivery of the goods & the Customer shall pay the price of the goods at the time of the rendering of the Company's invoice, unless expressly agreed otherwise on the Company's order acknowledgement or acceptance of order.

b) Without prejudice to the Company's rights to enforce payment, if the Customer fails to make payment as herein provided for in Accounts & Payments (a) & (b) the Company shall be entitled to charge interest on any balance outstanding from the date the same became overdue for payment at a rate per annum equal to 4% above the Base Rate for the time being charged by Nat West Bank plc.

c) Interest shall become due & payable pursuant to Accounts & Payments (c) notwithstanding the fact that a portion of the account or invoice is the subject of any dispute or query.

d) If at any time the Customer being a credit account customer alters its constitution (being a company) or (being a sole trader or partnership) becomes incorporated or amalgamated with others, the Customer shall give prior written notice to the Company of the intended change should the Customer wish to continue credit account facilities following the intended change. The Company may commence trading with the changed entity at its sole discretion & will not be deemed to do so until a written acknowledgement & acceptance is issued by the Company's credit controller, a director or the Company Secretary.

e) If the Customer shall pay any account or any part thereof by cheque & should such a cheque be subsequently dishonoured the Company reserves the right to debit the Customer's account with the Company with any charge levied by the Company's bankers relating to the handling of such dishonoured cheque & the charge shall immediately become due & payable.

f) Where payment is agreed to be made by instalments, any delay or default by the Customer in making payment in respect of any one instalment shall render all remaining instalments due & payable & interest will be charged in accordance with Accounts & Payments (c) with immediate effect from such date until the date of actual payment.

Delivery/Despatch

a) Where the goods are delivered by or on behalf of the Company otherwise than at the Company's premises, the Company accepts no liability whatsoever for loss of or damage to goods in transit unless notified in writing of the details within 7 days following despatch.

b) The Customer will give to the Company, its servants & workmen, unrestricted access to any relevant working area at all reasonable times & shall provide the necessary labour & equipment if agreed so that the Company may complete the delivery & installation in accordance with the Contract. Return visits as a result of the Customer's failure to take delivery of the goods for whatever reason will be on a chargeable basis. In the event of a revisit to the site after 1 year from installation, the Company reserve the right to make a charge for labour & materials.

c) Any stated time or date for delivery & installation is an estimate only & the Company does not bind itself to make delivery or installation at such time or date. Accordingly the Company shall not be liable for failure to deliver by such time or date, nor for any loss or damage arising directly from such failure; nor shall the Customer be entitled to refuse to accept the goods because of late delivery; nor where goods to be delivered & or installed in instalments.

Performance

a) It shall be the responsibility of the Customer that the goods are sufficient suitable & fit for the purposes intended, & that its premises are safe & suitable for the installation use & operation of the goods & comply both before & after such installation & during such operation with all relevant legislation (including & without limitation safety legislation).

b) Where the Customer provides any item of equipment which relates to the installation and/or operation of the goods or which is ancillary to and/or for use in connection with the goods, it shall be the Customer's responsibility to ensure that the use of any such item does not adversely affect the suitability or fitness for purpose of the goods.

c) It shall be the responsibility of the Customer to ensure that all requirements applicable to the goods, whether statutory, regulatory, municipal and/or otherwise howsoever are duly complied with.

Liability & Risk

a) Nothing in these Terms shall be deemed to exclude or restrict the Company's liability for death or personal injury resulting from its negligence or fraudulent misrepresentation.

b) The Company accepts liability for any breach on its part of any undertaking as to title implied by Section 12 of the Sale of Goods Act 1979 (as amended) or by Section 8 of the Supply of Goods (Implied Terms) Act 1973 (as amended).

c) The Company's liability shall be restricted to the making good of any installation, including ground works as agreed & products included within the ground development plan as agreed with the client & as ordered.

d) The Company agrees to repair or replace free of charge any goods which in the reasonable opinion of the Company are defective due to manufacture or damage as a result of installation, if installed by direct contractors as employed by the Company.

e) The Company will not be liable for any damage to goods supplied, which are then installed by third parties employed by the Customer. The Company agrees to inspect any damage for the Customer as a result of a claim of damaged goods although reserves the right to make an additional charge for time spent in concluding such an inspection.

f) Subject to conditions Liability & Risk (c), (d), and (e), the Company shall not be liable for any loss (including consequential loss or loss of profit) damage or delay or expense of any kind whatsoever & howsoever caused (including where caused by the negligence of the Company its servants or agents) save in the respect of the Company's liability for death or personal injury resulting from the Company's negligence, up to a maximum amount of liability equal to the value of the goods or individual project.

g) Where the Company sells goods to a Customer who is not a Consumer & the Customer sells those goods directly to a person or body who is such a Consumer, without prejudice to its rights under the Contract the Customer shall indemnify the Company against any liability or loss whatsoever arising directly or indirectly pursuant to the Consumer Protection Act 1987.

h) The Company is not liable for any ongoing maintenance of the equipment once the equipment has been installed. Any contract for the delivery of a maintenance service in respect of the equipment supplied is governed by a separate agreement and is not referred or implied to within these terms and Conditions.

Misrepresentation

a) The Company shall not be liable in respect of any misrepresentation made by the Company its servants or agents to the Customer its servants or agents as to the condition of the goods their fitness for any purpose or as to the measurements or specifications unless the representation is made or confirmed in writing by the Company & or fraudulent.

b) Without prejudice the Company takes every precaution in the preparation of its proposals & other literature, these documents are for the Customer's general guidance only & statements made therein (in the absence of fraud on the part of the Company) shall not constitute representation by the Company & the Company shall not be bound by them.

Ownership

a) Notwithstanding that risk in the goods may have passed in accordance with these conditions, ownership of the goods shall not pass to the Customer until the earliest of the following events occurs:

b) Before ownership has passed the Customer holds the goods as mere bailee & the Company reserves the right to repossess any of the goods in respect of which payment is outstanding & thereafter to resell the same & for this purpose the Customer hereby grants an irrevocable right & licence to the Company's servants & agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract through the happening of the events specified in section Force Majeure or otherwise & is without prejudice to any accrued rights to the Company thereunder.

c) The Customer's licence to sell is immediately revoked where the Customer becomes insolvent (as defined in Default section).

Carriage

A charge may be made by the Company at its discretion for packaging in order to cover the cost of labour & materials.

Force Majeure

The Company shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by Act of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licences, trade or industrial disputes of whatever nature, whether or not such dispute invoices the Company, its servants or agents, or by any other contingency whatsoever which is beyond the control of the Company.

Default

If the Customer becomes insolvent or commits any breach of the contract, the Company may stop any goods in transit & or suspend any further deliveries & work on site & by notice in writing to the Customer may forthwith determine the contract without prejudice to the provisions of Misrepresentation & to any existing claim. For the purposes of these conditions, 'insolvent' will mean the Customer becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, the levying of the threat of execution or distress on any property of the Customer, the appointment of a receiver or administrative receiver over all or any part of the Customer's property, a proposal for a voluntary arrangement or compromise between the Customer & its creditors whether pursuant to the Insolvency Act 1986 or otherwise, the passing of a resolution of voluntary winding up or summoning a meeting to pass such a resolution other than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for the winding up of the Customer or an administrative order in relation to the Customer, the Customer ceasing or threatening to cease to carry on its business.

Patent & Trade Marks

No representation is made or warranty given that goods supplied do not infringe any letters patent, trademarks, registered designs, or similar industrial or intellectual property rights.

The Company reserves the right to enforce its ownership of all intellectual property rights & patents in respect of proposals designs & items of equipment displayed or described which designs remain the property of the Company at all times.

The Customer will unconditionally fully & effectively indemnify the Company against all losses damages costs on an indemnity basis & 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 patents copyright design trademark or any industrial or intellectual property rights of any other person.

Notices

Any notice under or in connection with the Contract shall be in permanent readable from & shall be deemed properly delivered if addressed to the party concerned at its principal place of business or last known address & sent by first class pre paid post. Such notice shall be deemed to be delivered 48 hours after posting.

Disputes & Set Off

Any liability of the Company under the Contract shall be subject to & conditional upon the due performance & observance of the Company of all its obligations under these conditions & the Customer shall not be entitled to withhold or delay payment or exercise any rights of set-off whatsoever & howsoever arising which might otherwise be available to it.

No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver thereof, nor shall any single or partial excuse of any such right preclude any other further exercise thereof. Any waiver by the Company of any breach by the Customer of any of its obligations under this Contract shall not affect the rights of the Company in the event of any further or additional breach or breaches.

Severability

Each & every obligation contained in these Terms & Conditions shall be treated as a separate obligation & if any provision of these Terms & Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid void or voidable, unenforceable or unreasonable it shall be to the extent of such illegality, invalidity or voidness, voidabiltiy unenforceability or unreasonableness be deemed severable & the remaining Terms & Conditions & the remainder of such provision shall continue in full force & effect.

Headings

The Clause headings in these Terms & Conditions are for convenience only & shall not in any way affect the interpretation of the Contract.

Governing Law

The Contract shall in all respects be governed by & construed in accordance with English Law.

Credit Search

The Company may make a search with a credit reference agency, which will keep a record of that search & may share that information with other businesses. In some instances the Company may also make a search on the personal credit file of principal directors of the Customer. Should it become necessary to review an account then again a credit reference may be sought & a record kept. The Customer acknowledges that the Company may monitor & record information relating to the trade performance of the Customer & such records will be available to Credit Reference Agencies who will share that information with other businesses when assessing applications for credit & fraud prevention.

Assignment

The Customer shall not be entitled to assign the Contract without the prior written consent of the Company. The Company may assign the Contract or any part thereof to any person firm or Company.

No Rights to Third Parties

The parties to this Contract do not intend that any term of this contract will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

Guarantee of Credit Account

The unconditional & irrevocable guarantee for payment of all the financial obligations of the Customer to the Company granted by the representatives & or directors of the Customer in consideration of the Company opening & making available to the Customer a 'credit account' ('the Guarantee') shall be a continuing security & shall not be discharged by any intermediate settlement of the credit account.

The Guarantee shall ensure for the benefit of the Company, its successors & assigns & can be assigned in whole or in part by the Company without notice.

Where the Guarantee has been granted by the Company the obligations of the Guarantee shall take effect as joint & several obligations & the Guarantee shall not be revoked or impaired as to any guarantors by the death, incapacity or insolvency of the other.

The Company may at its sole discretion release or discharge any of the guarantors of their obligations under the Guarantee or accept any composition from or make any other arrangements with any of the guarantors without releasing or discharging the other(s) or without prejudice or affecting the Company's rights & remedies against the other.