- Instant Grilles Quote
|♦ BUSINESS DAY||
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
|♦ CONDITIONS||the terms and conditions set out in this document as amended from time to time in accordance with clause 15.5.|
|♦ CONTRACT||the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services in accordance with and subject to these Conditions.|
|♦ CUSTOMER||the person or firm who purchases the Goods and/or Services from the Supplier.|
|♦ CUSTOMER ASSETS||assets (including physical or fabricated objects, raw or semi-processed materials) belonging to the Customer which are provided to the Supplier for the affixation or fitting of Goods or to be worked on as part of the Services.|
|♦ CUSTOMER INFORMATION||may include any designs, plans, drawings or specifications provided by the Customer to the Supplier for the purpose of providing the Goods and/or Services.|
|♦ DATA PROTECTION LEGISLATION||all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).|
|♦ DELIVERABLES||the drawings, plans or artwork created for the purpose of delivering Goods and/or Services under this Contract and any other deliverables set out in the Order or Specification.|
|♦ DELIVERY||delivery of Goods to the Customer and/or collection of the Goods by the Customer as the context shall require.|
|♦ DELIVERY RATES||the rates applicable in accordance with clause 4.2 and as indicated to the Customer in accordance with clause 4.3.|
|♦ DISPATCH||the date on which the Goods are passed to the courier, as may from time to time be instructed by the Supplier, to deliver the Goods.|
|♦ GOODS||the goods (or any part of them) set out in the Order.|
|♦ INTELLECTUAL PROPERTY RIGHTS||patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know- how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|♦ INVOICE PACK||the invoice document either in pro forma form or final invoice which shall include the Specification and such other documents and instructions that the Supplier determines as required in relation to the Order, and be subject to these Conditions|
|♦ ORDER||the Customer's order for the Goods and/or Services, constituting either an order as purchased through the Supplier’s Website or, as confirmed in the Invoice Pack.|
|♦ SERVICES||the services (or any part of them) set out in the Specification.|
|♦ SPECIFICATION||the specification for the Goods and/or Services, which may include related plans and drawings, that is included in the Invoice Pack.|
|♦ SUPPLIER||Decomet Ltd trading as James Gilbert and Son (registered in England and Wales with company number 08353405).|
2.1 The Supplier shall supply and the Customer shall purchase the Goods and/or Services in accordance with the Specification which shall be subject to these Conditions.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The Order constitutes an offer by the Customer to purchase the Goods or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Specification are complete and accurate.
2.4 The Order shall only be deemed to be accepted, at the Supplier’s sole discretion, by the Supplier when the Supplier issues the Invoice Pack or, in respect of online orders, the order confirmation, at which point the Contract shall come into existence.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on its Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 The Customer agrees and acknowledges that materials and finishes may alter and vary between, samples, panels, batches and/or over time due to exposure to light, temperature and other atmospheric and physical conditions and the Supplier shall not be liable for any natural variations that arise. This applies to both samples and to Goods.
2.8 Any quotation for the Goods and/or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
2.9 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with Customer Information, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier including but not limited to those incurred by the Supplier in connection with:
This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements, or to improve the efficiency of manufacture or to improve the quality, effectiveness or integrity of the Goods.
3.4 Subject to clause 10.6 the Customer may request the amendment of the Specification on written notice to the Supplier. The Customer acknowledges and agrees that amendment to the Specification and/or Order may result in a need to reschedule manufacture and delivery timetables. The Supplier shall not be liable to the Customer in respect of any variation to the schedule required as a result of an amendment to the Specification.
3.5 Manufacturing tolerance within +/- 1 to 2mm depending on the size of the product. If tighter tolerances are required, then we must be notified in writing prior to commencement of manufacture. This may affect the price.
4.1 Subject to clause 10.8 below, the Supplier shall ensure that each Delivery of the Goods is accompanied by a delivery note (which may, at the sole discretion of the Supplier, be provided to the Customer by email or with the Invoice Pack) that includes special storage and/or care instructions (if any) and, if the Goods are being Delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Customer will pay any Delivery Rates, in addition to the price determined in accordance with clause 10.1, in the following circumstances:
a courier quote and confirmation of any international delivery charges will be obtained and notified to the Customer.
4.3 Where Delivery Rates are payable, the Supplier shall use reasonable endeavours to set out any Delivery Rates in the quotation or in the Supplier’s confirmation of the Order. Where the Delivery Rates are not readily determined at or before the time when the Order is placed, the Supplier shall notify the Customer of the Delivery Rates as soon as is reasonably practicable upon receiving confirmation of the applicable Delivery Rates.
4.4 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location), at any time after the Supplier notifies the Customer that the Goods are ready. The Customer agrees and acknowledges that changes to the Delivery Location may incur additional costs and charges payable to the Supplier.
4.5 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence unless otherwise agreed in writing by the Supplier which may, at the Supplier’s absolute discretion, incur additional charges to be payable by the Customer to the Supplier (such charges to be made available to the Customer on request). The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to accept Delivery of the Goods within 1 Business Day of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a force majeure event or the Supplier's failure to comply with its obligations under the Contract:
4.8 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods (and where applicable, the Customer Asset(s)) were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Subject to clause 5.3, the Supplier warrants that on delivery, the Goods shall:
5.2 The Customer shall inspect the Goods, before fitting or working on the Goods in any way, and in any event within 1 Business Day of Delivery and inform the Supplier immediately (together with the provision of photographs of the product and its packaging) if some or all of the Goods do not comply with the warranty set out in clause 5.1. The Goods shall be deemed to comply with the warranty set out in clause 5.1 if after 1 Business Day the Customer has not informed the Supplier otherwise and the Supplier shall have no liability to the Customer in respect of defects not made known to it in accordance with this clause 5.2.
5.3 The Customer acknowledges and agrees that the nature of the Goods supplied by the Supplier is such that the Goods may naturally tarnish and discolour over time. The Customer acknowledges and agrees that it is its responsibility to ensure the proper storage and care of the Goods once Delivery is complete and that tarnishing and discolouration does not constitute a latent defect for the purposes of the warranty at clause 5.1.
5.4 Subject to clause 5.3, if:
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.
5.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.7 The Supplier shall not be liable to the Customer for any latent defect arising later than one calendar year after Delivery. The Customer agrees that for the purposes of liability for latent defects, the Limitation Act 1980 shall not apply.
5.8 The Supplier is unable to issue any refund or exchange in respect of bespoke, made or cut to measure/order, special or modified orders that are not in breach of the warranty set out at clause 5.1.
5.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.10 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1 The risk in the Goods shall pass to the Customer on completion of Delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy the Supplier may at any time:
7.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services unless otherwise agreed in writing by the Supplier which may, at the Supplier’s absolute discretion, incur additional charges to be payable by the Customer to the Supplier (such charges to be made available to the Customer on request).
7.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8.1 Insofar as the Construction (Design and Management) Regulations 2015 apply, the Customer and the Supplier agree to comply with their respective obligations under these regulations.
9.1 The Customer shall:
9.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
10.1 The price of the Goods and/or Services shall be the price confirmed by the Supplier on its website order confirmation, quotation or Invoice Pack as applicable.
10.2 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods and/or Services that is due to:
10.3 The price of the Goods and/or Services:
unless otherwise stated on the Invoice Pack.
10.4 The Supplier may invoice the Customer for the Goods and/or Services on or at any time after acceptance of an Order.
10.5 The Supplier shall require that the Customer pays a deposit or pre-pays for the Goods and/or Services as set out in the Invoice Pack and unless otherwise stated at the Supplier’s sole discretion. Deposits are credited against any final invoice issued in respect of an Order but are non-refundable in the event that the Customer breaches these Conditions. In the event that a Deposit is insufficient to cover the costs incurred on the final invoice, the balance shall be due and payable by the Customer in accordance with these Conditions.
10.6 In the event that the Customer requires a change to the Specification and/or Order, the Supplier reserves the right to invoice the Customer for those costs, fees and charges incurred (including for administering the change, time, materials and Deliverables) by the Supplier to the date of the change and the Customer shall pay the invoice in accordance with this clause 10. The Customer further agrees and acknowledges that a change to the Specification may vary the price payable for the Goods and/or Services and that any additional costs or charges will be due and payable by the Customer to the Supplier in accordance with these Conditions.
10.7 The Supplier’s invoice will include details of the Delivery Rates where applicable and available. Where Delivery Rates are not available at the time that the Invoice Pack is sent to the Customer, the Delivery Rates shall be confirmed once known
10.8 All invoices are due and payable immediately. The Customer shall pay the invoice in full and in cleared funds to the bank account nominated in writing by the Supplier. In the event that pre-payment or a deposit is required, the Supplier shall not be obliged to commence manufacture or Services until payment is received and it is the responsibility of the Customer to ensure that any payment is made in time to enable any expedited delivery date to be met. Time for payment is of the essence. Any lead time will commence from the date payment is received in cleared funds by the Supplier or that the final details (including Customer Information or Customer Assets as applicable) are received from or agreed with the Customer, whichever is the later.
10.9 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4.0% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
10.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
11.1 The Customer may cancel any order for Goods and/or Services upon written notice to the Supplier. In the event of cancellation, the Supplier shall invoice for and the Customer shall pay to the Supplier such costs, fees and charges incurred (including for administering the cancellation, time, materials and Deliverables) by the Supplier to the date of cancellation. The Customer agrees and acknowledges that charges incurred on Cancellation may include (but not be limited to) the purchase of minimum quantities of materials, charges incurred in the instruction of a sub-contractor and time incurred in designing Goods or scoping Services required.
11.2 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods and/or Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(a) to (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.5 The Supplier shall be entitled to recover and resell the Goods (without prejudice to its right to damages) and for that purpose the customer hereby irrevocably grants the Supplier its servants or agents a licence to enter upon the Customer’s premises for the purpose of removing the Goods if the Customer becomes subject to any of the events listed in clause 11.2 (a) to (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.6 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services for which no invoice has been submitted but for which the Supplier is entitled to charge for pursuant to clauses 10.6 and 11.1 or at all, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.7 Termination of the Contract shall not affect the Supplier’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.8 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12.1 All Intellectual Property Rights in or arising out of or in connection with the Deliverables, the Goods and/or Services (other than Intellectual Property Rights in any Customer Information) shall be owned by the Supplier.
12.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer.
13.2 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 13.3.
13.3 Each party may disclose the other party's confidential information:
13.4 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
14.2 Subject to clause 14.1:
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a force majeure event. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving written notice to the affected party.
16.1 Assignment and other dealings.
16.2 Entire agreement.
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.