In these conditions the following terms shall have the following meaning:
“the Company” means Kingswell Kitchens and Bedrooms Ltd & Kingswell Design and Build Services Ltd “Contract” means the contract between the Company and the Customer for the sale and purchase of Goods and Services incorporating these terms and conditions “Customer” means the person or persons who are purchasing the Goods and or Services from the Company. “Goods” means the goods specified overleaf and agreed to be supplied to the Customer in accordance with these terms and conditions “Price” means the price inclusive of VAT for the Goods and Services as stated overleaf and delivery charges “Services” means the services to be carried out for the Customer as specified overleaf to be carried out in accordance with these terms and conditions
- BASIS OF THE SALE
(i) The Company shall sell and the Customer shall purchase the Goods and Services in accordance with these terms and conditions, which shall govern the Contract to the exclusion of any other terms and conditions made or purported to be made by the Customer. (ii) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptances of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
All terms of the Contract between the Customer and the Company are contained in these terms and conditions. No representations or warranties are made or given by the Company save as appear herein. No variation or addition to the Contract shall have effect unless agreed in writing and signed by a Director of the Company and a fully authorised representative of the Customer. No alleged oral agreement will be accepted.
- PRICE AND PAYMENT
(i) The Price shall be inclusive of any value added tax and any delivery charges which are set out overleaf and which the Customer shall pay at the times stated overleaf. (ii) The Customer shall pay to the Company the Price in cash or by cheque or credit card in pounds sterling at the times stated overleaf. Payment will only be deemed to have been made when the Company has received cleared funds. Credit card transactions are only acceptable without charge for payment of deposits. Any further payments made with credit cards will attract a charge of 1.5% on the amount paid. Amex and Diner cards will not be accepted. (iii) The Customer shall not be entitled to deduct any monies from any payment due whether by way of set-off, counterclaim, discount, abatement or otherwise unless ordered by a valid court order. (iv) All payments payable under the Contract shall become due for payment immediately on termination of the Contract in accordance with clause 19. (v) Any variation to the applicable rate of VAT or any imposition of VAT or other taxes imposed by the legislation will be charged at the appropriate rate at the time of delivery/installation. (vi) If the Customer fails to make any payment on the due date pursuant to the Contract the Customer shall be liable to pay interest on such sum from the due date until the date of payment at the annual rate of 4% above the base lending rate of Barclays accruing on a daily basis until payment is made whether before or after judgment and the Company further reserves the right to charge for all reasonable costs including administration to enforce payment of the outstanding sums such costs are to be added to the debt owed by the Customer.
No order may be cancelled by the Customer, and the Customer may not return undamaged goods except with the Company’s prior written agreement. The Customer will pay the Company for all reasonable costs and losses including administration costs incurred by the Company in respect of the work completed by the Company and/or arising from the cancellation of the Contract
(ii) The Company reserves the right to terminate the Contract within seven days of receipt of the survey carried out.
The Company shall use reasonable endeavours to provide the Services in all material respects in accordance with the plan agreed with the Customer within the time specified to the Customer. Any variation to the time specified will not affect the obligation on the part of the Customer to pay the Price. Time is not of the essence in the Contract.
- ALTERATION TO ORDER
(i) Following any survey carried out by the Company the Customer shall not make any alterations to its premises or the Services or the existing equipment of the Customer at its premises which could affect the installation of the Goods. The Company does not accept any liability if such alterations are made. (ii) Any alterations required by the Customer prior to any survey carried out must be notified in writing to the Company and the Customer accepts that such alterations may incur delays in delivery of the Goods or provision of Services and/or additional costs and charges. (iii) The Company reserves the right to make reasonable alterations to Goods and Services to accommodate the Customer’s premises.
- ACCESS AND PREPARATION
(i) The Customer shall grant the Company and all persons employed or subcontracted to the Company to supply the Goods and Services reasonable access to enter the Customer’s Premises at all times for the purpose of carrying out an installation survey, delivering the Goods, carrying out the Services and where the Customer’s right to retain the Goods has terminated, to recover them. (iii) Failure by the Customer to fulfil the above obligations will result in delay of the provision of Services and the Company shall be entitled to recover any additional costs and charges it incurs as a result of such delay from the Customer as a debt due on demand. (iv) If the Goods are installed as part of a general redecoration scheme at the Customer’s premises the customer is advised to carry out any wall covering and carpeting after the Services have been provided. (v) If a floor covering is in place on the Premises then the Goods will be fitted over such floor covering and at the Customer’s risk.
The Company will use its reasonable endeavours to supply the Goods and provide the Services at a time convenient to the Customer but for the avoidance of doubt normally during the hours of 8 am and 5 pm only. Dates and approximate times will be advised by the Company. If the Customer fails to take delivery on an agreed date and time the Company reserves the right to postpone the delivery and/or provision of Services by a reasonable period in which case the Company will advise the Customer of an alternative date and time. If the Customer postpones delivery of the Goods within the period of 2 weeks prior to the advised delivery date the Company reserves the right to charge at its entire discretion storage charges of £50 per week.
- RISK AND TITLE
(i) All risks, damage or loss to Goods shall pass to the Customer on delivery. In the event that the Customer fails to take delivery without good reason, risk in the Goods shall also be deemed to have been passed to the Customer at the time of attempted delivery. The Customer must ensure that prior to the provision of the Services the Goods will be stored at a dry and secure location. (ii) The Customer shall ensure that its premises and services at its premises are safe, so as not to cause injury or damage to the Company’s employees, sub-contractors, equipment’s or the Goods. The Customer shall be liable to pay to the Company on demand all reasonable costs charges or losses sustained including direct, indirect and consequential loss, loss of damage to property and losses arising from injury or death of any person arising directly from the Customer’s negligence or failure to perform their obligation under this clause. (iii) Notwithstanding delivery or any other provision of these terms and conditions, the title and ownership in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Price. Until ownership has passed the Customer shall hold the Goods on a fiduciary basis as the Company’s Bailee and must maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf.
(i) Where the Company is not the manufacturer of the Goods, the Company shall use its reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to the Company. (ii) The Company warrants that subject to the other provisions of these terms and conditions upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979. (iii) The Company shall not be liable for a breach of the above warranty: (a) if the Customer fails to give written notice of any defect to the Company; or (b) if the Customer does not allow the Company a reasonable opportunity to inspect the Goods after receiving such notice; or (c) If the Customer makes any further use of the Goods after giving such notice; or (d) If the defect arises because of the Customer’s mis-use, general wear and tear or if the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (e) If the Customer alters or repairs such Goods without the written consent of the Company; or (f) if the Goods are altered, tampered with or in any way damaged by other contractors/ persons working on the premises after the initial installation has taken place. (iv) Subject to the above clause 11 (iii) if any of the Goods do not conform with the above warranty the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods provided that, if the Company so requests, the Customer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company. In considering whether a full or partial refund is to be given, account will be taken of the benefit provided by the Goods to the Customer. (v) The Guarantee/Warranty will be binding on the Company in respect of the following Goods and the following periods from the date of final invoice: (a) Manufactures warranty in respect of product ordered (b) Structural Works (Building Works) – 10 Years. (c) Defective Material (Building Works) 2 Years. (d) Plumbing Works – 3 Months. (e) Electrical Works – 12 Months. (f) Carpentry Works – 12 Months. (vi) Warranties will start from the date of Kingswell’s final invoice to the customer. (vii) Warranty certificate will be issued to the customer once any final balance has been paid. (viii) There will be no warranties issued by Kingswell if any final contract or additional work balances are not paid. (ix) This guarantee/warranty shall not extend to damage: (a) to any component parts which have at any time been put to commercial or non-domestic use, abused or had unreasonable wear and tear. (b) arising out of corrosion, water damage (unless Kingswell are at fault) or wilful acts of neglect. (c) due to, or occasioned by, for whatever reason, dismantling or re-installation. (d) due to, or occasioned by, accident, fire, lightning, explosion, flood, or any acts of God. (e) due to general wear and tear and building settlement which may cause cracks & splits. (x) This guarantee/warranty does not apply to acts of war, riot, demonstration or nuclear explosion and contamination.
- SPECIAL ORDERS ITEMS
Special order items are those that are ordered or manufactured to the customer’s specific requirements, payment will be required in full on placing the order. Monies are non-refundable once the order is in progress.
(i) The Company will make good any damage caused by the negligent performance of the Services to the reasonable satisfaction of the Customer but will not be responsible for any redecoration or retiling arising as a result of the Services. (ii) The Company will not be held liable for any damage caused by third parties/persons other than the Company’s employees or sub-contractors working on the Customer’s premises after the initial installation has taken place.
- CUSTOMER APPLIANCES
Where the Company is not the supplier of appliances to be installed together with the Goods, the Customer must provide the Company in writing all necessary technical details including without limitation appliance dimensions, necessary for the proper and safe installation of such appliances. The Company is not responsible for the suitability, condition or performance of such appliances.
(i) Without prejudice to any other provision in these terms and conditions and without prejudice to any rights or remedies either party may have against the other the Contract shall terminate immediately and the Customer’s right to possession of any Goods shall terminate immediately if: (a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer or the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (ii) The accrued rights of the parties as at termination shall not be affected. (iii) On termination the Customer shall be liable to pay all outstanding and unpaid invoices and the Company shall be entitled to raise an invoice for Services performed but not invoiced and such invoice(s) shall become due for payment immediately on receipt by the Customer.
- FORCE MAJEURE
The Company shall not be liable to the Customer under the Contract in any way whatsoever for destruction, damage, delay or inability to carry out its business arising out of war or civil commotion, strikes, lockout and industrial disputes, failure of utility service or transport network, fire, storm, explosion, floods or bad weather, breakdown of machinery or plant, malicious damage, compliance with any law governmental order rule direction or regulation or any act of God or default of suppliers or sub-contractors. The Company shall further be under no liability to the Customer for any circumstances beyond the Company’s control.
(i) Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. (ii) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect (iii) Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. And any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. (iv) The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
THESE TERMS AND CONDITIONS SHALL NOT BE CONSTRUED AS TO AFFECT THE STATUTORY RIGHTS OF THE CUSTOMER