In these Terms and Conditions, the terms defined below shall have the meaning given to them there in order to provide clarity, and unless the context otherwise states or requires:
means UK Turntables Limited (registered Company Number: 06627634), whose registered office is The Old Broomhall Garage Whitchurch Road, Broomhall, Nantwich, Cheshire, CW5 8BZ;
means the person, firm, company or other legal entity to whom we supply the Goods and Services or whose order for the goods and services we accept;
means the total value specified in our quotation or tender;
means all of the work and all of the services to be performed together with the equipment and material which are the subject matter of the Contract;
means the Agreement between us and the Customer for the supply of Goods and Services in accordance with these Conditions;
means these standard terms and conditions of sale as set out in this document, including any variation of these terms and conditions as agreed in writing between us and the Customer;
means the detailed description of the work or services to be provided by us to the Customer which is subject to these Terms and Conditions;
means our written quotation or tender.
2. ESTABLISHMENT OF CONTRACT
A Contract is formed between us and you only upon our acceptance of your order.
Our acceptance of any order is conditional upon the availability of Goods/Services and is subject to your passing any credit checks which we undertake at our absolute discretion.
Your order is considered an offer to purchase Goods/Services subject to these Terms and Conditions and is deemed as acceptance of these Terms and Conditions.
The Contract between you and us will be governed by these Terms and Conditions, and forms the entirety of the Agreement. We do not accept that any customer’s terms are enforceable.
We do not permit third parties or agents to make representations on our behalf in relation to Goods/Services (including price variations) or provide any warranty in relation to any Goods/Services provided by us.By placing an order you acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf that is not contained within this Agreement, or subsequently agreed by us in writing.
Any documents incorporated into the Agreement by specific reference or agreement by us and you in writing shall also be subject to these Terms and Conditions.
In entering into the Contract, you warrant that you are either the owner or authorised agent of the owners of Goods or property being the subject matter of the Contract, and are authorised to accept these Conditions for themselves and all other interested parties. You shall indemnify and keep us indemnified against all claims and demands whatsoever by whomsoever.
All of these Terms and Conditions shall apply to the supply of both Goods and Services except where applications to one or the other are specified.
We have the right to revise and/or amend these Terms from time to time. You will be subject to the Terms as in force at the time the contract is formed. If any change is required by law or governmental authority and will therefore apply to any ongoing contract, we will notify you of such changes.
Quotations provided by us remain open for acceptance by you within 28 days of the date of the quotation (unless otherwise stated by us in writing).
Quotations provided by us are not Contracts are only entered into upon our written acceptance of your purchase order, and subject to Clause 2.2.
Only Goods/Services expressly specified within our quotation will be included within the price given.
4. SPECIFICATION AND DRAWINGS
Our Quotations are approximate and do not form part of the Contract between us and you.
When producing our Quotation, we are reliant upon information supplied by you and are not liable in the event that you provide false, incorrect, incomplete or inaccurate information to us. You confirm that any information provided to us by you is accurate and complete.
We are not liable for any misrepresentation or inaccuracy contained within our specification and/or drawings.
You shall accept variations of specifications and/or drawings where the quality of Goods/Services is not affected and such variations are reasonable or made in accordance with a change in construction techniques or design.
You are responsible for checking and approving any drawings/specifications produced by us in order to ensure that they satisfy your needs.
Where our design is subject to approval by local authorities, consulting engineers or similar bodies, our Quotation is subject to variation or withdrawal in the event of modification of the design being required as a result of consideration by any such body.
Any plans, drawings or technical documentation prepared by us and submitted to you prior or subsequent to the formation of the Contract shall remain our property and shall be returned to us immediately upon request.
You shall not without our written consent copy any plans, drawings or technical documentations or any part of them or allow others to use or copy them in part or whole.
5. ORDER PLACEMENT AND PAYMENT
On receipt of any order for Goods/Services, we shall raise an “order confirmation document” which describes the Goods/Services to be provided.
Following the raising of our “order confirmation document” an invoice for a non-returnable deposit of 30% of the total gross price will be raised and is payable prior to manufacture commencing.
The remaining 70% of the total price of Goods/Services is payable upon receipt of such goods or services.
Where you fail to pass any initial credit checks which we may undertake at our discretion, we may request payment in full prior to the commencement of Goods/Services.
We reserve the right to review a purchaser’s credit at any time during the contract. Where we have reasonable concerns regarding a purchaser’s credit, we may, at our absolute discretion, request full payment prior to the commencement of Goods/Services.
Time for payment shall be of the essence.
Where you fail to pay any amount due in a timely manner then without prejudice to any of our other rights, we are entitled to be paid interest at a rate of 4% above the base rate of our bank, calculated on a daily basis. We reserve the right to charge you interest and administration costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
We may, by giving notice to you at any time up to the date of final invoicing, increase the price of Goods/Services by a reasonable amount to reflect an increase in the cost of Goods/Services due to any increases in material/labour costs, any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties and other manufacturing costs).
You must pay all amounts due in full without any deduction or withholding except as required by law and are not entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or part.
6. DELIVERIES AND COLLECTION
We shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for our provision of Goods/Services. We are not liable in the event that we do not meet any performance dates.
Any information received which may alter our work once work is commenced may result in the collection or delivery date being postponed, at our absolute discretion and depending upon our other commitments.
Any delay by you in approving/contacting us with any requested information may result in an amended completion time at our absolute discretion.
Unless specified by us, we require 2 weeks’ notice from you that you are ready to receive Goods/Services.
Any change in delivery date is not valid unless confirmed by us in writing.
Should additional services be required throughout works, the completion date may require amendment at our absolute discretion.
You are obliged to accept delivery of Goods/Services. You will remain liable to pay for Goods/Services not accepted. In the event that you refuse delivery of Goods, you may also be liable to pay storage costs on demand. Such storage of Goods is at your risk.
If you are unable to accept delivery of goods or arrange collection of goods when due, we are entitled at our absolute discretion to treat the goods as delivered/collected for the purpose of invoicing.
7. VARIATION, CANCELLATION AND SUSPENSION
Where we incur costs or losses resulting from a variation and/or cancellation and/or suspension of work due to your instructions or lack or instructions, such additional costs will be payable by you on demand.
Where we are required to undertake work on a daily basis, our daily rates stated within our quotation apply.
We may suspend deliveries or take such action as considered appropriate to protect our interests, and without liability, where we have reasonable concerns to do so.
We reserve the right to make any changes to Goods/Services which are necessary to comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods/Services. We shall notify you in any such event.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party 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 preclude or restrict the further exercise of that or any other right or remedy.
If you fail to make payment for Goods/Services in accordance with these Terms/ the Contract, or otherwise commit a breach of Contract, or offers to make any arrangement with creditors or commits and act of bankruptcy or if any petition in bankruptcy is presented against you or you cannot pay debts as they fall due, or (if you are a limited company) any resolution or petition to wind up the company is presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of your business, all sums outstanding in respect of Goods/Services shall become immediately payable.
In the event of Clause 7.6 we may, at our absolute discretion, suspend all deliveries and/or terminate the Contract without liability on our part. In this event, you must immediately pay us any outstanding invoices. We will submit an invoice or any Goods/Services supplied but not yet invoices which will also be payable immediately upon receipt. You must return any materials which are not paid for and on site. Failure to do so may result in our repossession of such materials. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
In the event that you (including agents or any party acting on your behalf) carries out the preparatory ground works prior to assembly, then all works carried out by you must be carried out to the specification laid out in the relevant technical drawing provided by us.
Any costs incurred in any necessary modifying or amending of ground works prior to our assembling goods on site will be payable by you on demand.
You must ensure the site is fully accessible and ready for us to carry out the contracted level of installation of goods on the pre-arranged day of delivery/assembly.
In the event that a second visit to site is necessary due to the site not being ready on our first visit, you will be liable for any additional costs incurred.
You are fully responsible for ensuring the size, specification and position of the turntable is suitable for its intended use.
Any damage or personal injury incurred as a result of operating the turntable on completion of installation will be the sole responsibility of the operator at the time of occurrence.
9. PROPERTY AND RISK
9.1 Until we receive full payment as per this Agreement, any goods supplied by us shall remain our property. You shall have possession of the goods as bailee only and shall account to us for all proceeds of sale or other disposition of the goods.
9.2 You must not attach the goods to any land without prior written consent from us. If the goods are incorporated into property/chattel prior to our receiving full payment, we shall own such goods in the property/chattel to the cost of our goods. If the property/chattel which the goods are incorporated into belong to someone other than you, we own the property/chattel in common with the third party.
9.3 The risk of loss or damage to the goods shall be your liability from the time of delivery or collection or at the time the goods are due for delivery or collection, whichever occurs first.
10. LIMITATION OF LIABILITY
WARNING: YOU ARE STRONGLY ADVISED TO CAREFULLY READ THIS CLAUSE IN FULL
10.1 Nothing in these Conditions shall limit or exclude our liability for:
10.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by Section 12 of the Sale of Goods Act 1979;
10.1.4 defective products under the Consumer Protection Act 1987
10.2 We shall under no circumstances be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.3 Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of Goods/Services.
10.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
11. JURISDICTION AND GOVERNING LAW
11.1 These Terms and Conditions are governed by and will be interpreted in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction in respect of any claim or dispute which may arise in connection with these Terms and Conditions.
11.2 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the on Contract shall not be affected.
11.3 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to the party at its registered office (if it is a Company) or principal place of business (in any other case) or such address the party may have specified to the other party in writing. Notice must in delivered personally or sent by pre-paid first class post, recorded delivery or e-mail.
12.2 The provisions of this Clause 11 shall not apply to the services of any proceedings or other documents in any legal action.
12.3 A notice or other communication shall be deemed received:
12.3.1 if delivered personally when delivered (except where delivered after 5:00pm- in which case delivery is deemed to have taken place at 9:00am the following business day);
12.3.2 if by any other method in Clause 11.1 at 9:00am on the second business day after posting.
13. FORCE MAJEURE
13.1 We shall not be liable for any delay, loss, damage or expense whatsoever, whether direct or consequential caused by an Act of God, act of terrorism, Military or usurped power, civil commotion riot, force majeure or by anything done or not done pursuant to a trade dispute, whether such dispute involves Our servants or not.
13.2 Our performance under this contract is deemed to be suspended for the duration of the force majeure event.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under this Contract.
14.2 Your obligations under these Terms and Conditions are not otherwise affected by the existence of our appointment of any sub-contractor.
14.3 You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without our prior written consent.
15. RIGHTS OF THIRD PARTIES
15.1 Nothing in this Contract shall confer or purport to confer on any third party any benefit or any right to enforce any conditions of the Contract.