PLEASE READ THE FOLLOWING CAREFULLY – BY USING THE SERVICES OF LORIMER & KELLIE LTD YOU ARE ENTERING INTO A CONTACT WITH US AND AGREEING TO THE FOLLOWING TERMS AND CONDITIONS
In these conditions the following terms shall have the following meaning:
“the Company” means LORIMER & KELLIE LTD.
“Conditions” means the Company’s terms and conditions.
“Contract” means these Conditions together with an Order.
“Customer” means the person or persons who are purchasing the Goods and or Services from the Company.
“Goods” means the goods specified in the Order and agreed to be supplied to the Customer in accordance with these terms and conditions.
“Order” means a request by the Customer to be supplied by the Company.
“Price” means the price inclusive of VAT for the Goods and Services as stated in the Order and delivery charges.
“Services” means the services to be carried out for the Customer as specified in the Order to be carried out in accordance with these Conditions.
1. AGREEMENT
The agreed final quote represents a written contract for the exact work to be completed at the price quoted.
· Any agreement made verbally is not covered by the contract unless it has been written into said contract.
· The agreement is made between Lorimer & Kellie Ltd and the customer. The customer is identified as the person who requested the quotation.
· Lorimer & Kellie Ltd will not enter into any dialogue, accept any requests or communicate in any way with anyone other than the customer except where the customer has provided written permission that allows them to do so.
· The acceptance of the quote, electronically or by any other means signifies a full acceptance and commitment to accept these terms and conditions.
· Please check your quotation carefully.
2. FORMATION OF CONTACT
(i) These Conditions apply in their entirety to the supply of all Goods by the Company.
(ii) Any Order placed by the Customer is subject to acceptance by the Company. No Contract shall be formed until the Company indicates such acceptance. Each accepted Order (together with these Conditions) shall constitute an individual legally binding Contract between the Company and the Customer.
(iii) The Company may indicate acceptance of an Order at its discretion including without limitation by signing an Order referring to these Conditions, verbally, in writing or by delivering and/or supplying requested Goods.
(iv) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptances or offer, invoice or other documentation or information issued by the Company shall be subject to correction without any liability on the part of the Company.
(v) The Company shall sell and the Customer shall purchase the Goods and Services in accordance with these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions made or purported to be made the Customer.
3. ORDER
(i) The Customer shall indicate its requirements for Goods by placing an Order and the Customer shall be solely responsible for the accuracy of each Order including, where provided by the Customer, measurements and dimensions of the Goods required, and the Company shall not be under any obligation to correct any inaccuracies, omissions or errors and the Company does not accept any liability if any alterations to the Order are necessary arising from any inaccuracies in the Order, save as to measurements and dimensions where provided by the Company, and reserves the right to charge the Customer for all reasonable costs, expenses or losses, including direct and indirect consequential losses, arising from such alterations”.
(ii) Subject to acceptance by the Company of an Order and by the Customer the Company shall supply Goods in accordance with the terms of this Contract.
(iii) Any alterations by the Customer must be made in writing. The Customer accepts that such alterations made to the Order by the Customer after signature of Production form may incur charges and the Company reserves the right to charge the Customer for all reasonable costs, expenses or losses, including direct and indirect consequential losses arising from alterations.
(iv) No Bespoke Orders accepted by the Company can be cancelled by the Customer, undamaged Goods cannot be returned except with the Company’s prior written agreement. The Customer will pay the Company for all reasonable costs and loses, including administration costs incurred in respect of the work completed by the Company arising from the cancellation of the Contract. In the event that alterations are required the Company does not give any guarantee that the colour size finish or component of the replacement Goods will match those Goods previously ordered.
(v) The Company reserves the right to make reasonable alterations to Goods and Services to accommodate the Customer’s request for alterations and/or Customer premises and reserves the right to make reasonable adjustments to the Price to reflect any alterations made.
4. VARIATION
All terms of the Contract between the Customer and the Company are contained in these 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.
5. PRICE & PAYMENT
(i) The Price shall be inclusive of any value added tax (where applicable) and any delivery charges which the Customer shall pay in accordance with Condition 5
(ii) Stage payments shall be detail in our quotation, typically stages 50%, 40% then final 10% on completion.
(iii) The Customer shall pay to the Company the Price in cash, cheque, debit/credit card or bank transfer in pounds sterling within the agreed quotation terms for the Goods. Payment will only be deemed to have been made when the Company has received cleared funds.
(iv) The Customer shall not be entitled to deduct any monies from the payment due whether by way of set-off, counterclaim, discount, abatement or otherwise unless ordered by a valid court order or agreed in writing at the Company’s entire discretion.
(v) All payments required under the Contract shall become immediately due and payable on termination of the Contract in accordance with clause 14.
(vi) 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.
(vii) If the Customer fails to make any payment on the due date the Customer shall pay default interest to the Company on the amount outstanding at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 together with any compensation applicable under that Act. Interest will run from the date payment was due until the date payment is received by the Company. 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.
6. ACCESS AND PREPARATION
(i) The Customer shall allow the Company and all persons employed or subcontracted to the Company permission to access the premises for the purpose of delivering the Goods and where the Customer’s right to retain the Goods has terminated, to recover them.
(ii) The Customer shall ensure and be responsible for:
a. The necessary preparation of its premises,
b. The general safety so as not to cause injury or damage to the Company’s employees, sub-contractors, equipment or the Goods. The Customer shall be liable to pay to the Company all reasonable costs charges or losses, including direct, indirect and consequential loss, loss or damage to property and losses arising from injury or death of any person, arising directly from the Customer’s negligence or failure to perform its obligation under this clause.
(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 and such additional costs and charges shall be added to the Price.
7. DELIVERY
The Company will endeavor to supply the Goods and (where applicable) provide the Services at a time convenient to the Customer, normally during the hours of 8am and 5pm. The Company reserves the right to charge the Customer if the Customer fails to take delivery on an agreed date and time for all reasonable costs including, but not limited to, storage and administration costs, charges or losses, including direct indirect and consequential loss. Subject to the Customer being liable for such costs the Company will postpone the delivery date and time of the Goods/Services by a reasonable period and advise the Customer of an alternative. The customer will have 10 calendar days from the delivery date to report any damaged product after which the customer is liable.
8. RISK AND TITLE
(i) All risks, damage or loss to Goods shall pass to the Customer on delivery or when the goods are collected from the Company’s premises in the event that the Company uses a third party to deliver the Goods to the Customer. 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 separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property and at a dry and secure location.
(ii) Notwithstanding delivery or any other provision of these 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:
a. hold the Goods on a fiduciary basis as the Company’s bailee;
b. maintain the Goods in satisfactory condition;
c. keep the Goods insured on the Company’s behalf; and
d. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; but the Customer may resell the Goods in the ordinary course of business.
9. GUARANTEE/WARRANTY
(i) This guarantee cannot be assigned without prior written agreement from the Company.
(ii) The Company warrants that subject to the other provisions of these Conditions upon delivery the Goods shall be of satisfactory quality within the meaning of the Consumer Rights Act CRA15.
(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. The Order contains any inaccuracy in respect of the information provided by the Customer; or
c. If the Customer does not allow the Company a reasonable opportunity to inspect the Goods after receiving such notice; or
d. If the customer makes any further use of the Goods after giving such notice; or
e. 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 instruction as to the storage, installation, commissioning, use or maintenance of the Goods; or
f. If the Customer alters or repairs such Goods without the written consent of the Company; or
g. 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 9(iii) if any of the Goods do not confirm with the above warranty the Company shall at its option repair or replace such Goods (or the defected 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) If the Company complies with clause 9(iv) it shall have no further liability for a breach of the warranty in respect of such Goods.
(vi) The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
a. Any breach of these Conditions;
b. Any use made by the Customer of any of the Goods, or of any product incorporating any of the Goods;
c. Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
(vii) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
(viii) The Guarantee/Warranty does not affect the Customer’s legal rights and, for the avoidance of doubt, nothing in these Conditions excludes or limits the liability of the Company:
a. For death or personal injury caused by the Company’s negligence; or
b. Under section 2(3), Consumer Protection Act 1987; or
c. For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
d. For fraud or fraudulent misrepresentation.
(ix) Subject to clauses 10 (vii) and (viii):
a. The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and
b. The Company shall not be liable to the Customer for any (i) pure economic loss; (ii) loss of profit; (iii) loss of business or business opportunity; (iv) depletion of goodwill; (v) corruption, loss of, or loss of use, of data; (vi) loss of revenue; (vii) loss of anticipated savings; or (viii) loss of contracts; or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the Contract.
(x) The Guarantee/Warranty will be binding on the Company in respect of the following Goods and the following periods from the date of installation:
a. 1 year from the date of purchase, all Company made and assembled products are covered by guarantee against defective goods or bad workmanship. This guarantee covers parts and labour
b. 10 years in respect of Cabinets, hinges and drawers
c. 10 years on respect of laminate worktops (supplied by the Company)
d. 3 years in respect of Frontages, Décor Panels and Wireworks
e. 1 year in respect of Granite and other solid surfaces (supplied by the Company)
f. For appliances, handles, sinks and taps refer to manufacturers guarantee
g. The additional 9 year warranty on cabinets, laminate worktops and drawers and 2 years on frontages and wireworks run consecutively from the end of the guarantee period and covers the free replacement of defective goods made and assembled by the Company. A labour charge is applicable.
h. All appliances carry their own guarantees from the manufacturers. Customers should consult the documentation received with the products(s) in question for details of manufacturer guarantees.
(xi) Whilst every effort will be made to supply the Goods in the colour/shade chosen by the Customer the exact colour/shade cannot be guaranteed neither can the Company guarantee that the colour/shades are identical to those shown in the Company’s advertising material and brochures. In particular where natural timbers are used the Customers must expect variations in colour and grain. Over time, natural timber products; including stained and painted timber products will change colour due to the effects of natural sunlight. These changes are not considered defect. Replacement items, if required under this guarantee may appear to differ in colour as a result of being new. Painted timber products may show hair line cracks to joints and / or around center panel to frame. These are natural features caused by movement of the independent component parts and cannot be avoided. These characteristics are not considered defect. The Company will not be liable unless we are negligent.
(xii) The Company reserves the right to substitute a similar or equivalent product of comparable quality, if the original material or product required as part of the Goods is no longer available or if the manufacturers discontinue doors.
10. ALTERNATIVE EQUIPMENT
If at the time of delivery the Company is unable to supply any of the Goods the Company will offer the Customer an alternative with any appropriate adjustment in the Price. If the alternative is not acceptable to the Customer the Company may at its entire discretion allow a deduction in the cost of such Goods from the overall Price to the Company
11. DAMAGE
(i) The Company will make good any damage caused by the negligent performance of the Services to the reasonable satisfaction of the Customer.
(ii) The Company will not be held liable for any damage by third parties/persons other than the Company’s employees or sub-contractors working on the Customer’s premises
12. DRAWINGS AND CONFIDENTIALITY
All drawings, descriptive dimensions and illustrations or any other pictures contained in any sales literature and price estimate supplied by the Company to the Customer are approximate only and shall not form part of the Contract. In addition any intellectual property rights in drawings or technical documents or any other information as may be supplied by the Company to the Customer, including specifications, shall remain at all times the property of the Company and such drawings or technical documents or any such other information may not be copied, reproduced or communicated to any third party without the Company’s prior written consent.
13. PRODUCT RANGE REVISIONS
The Company continually seeks to improve its products and reserves the right to alter, delete or add any item, colour, size, finish, component or service from its range without prior notice. Every effort will be made to match the Goods with goods provided under previous order(s) but the Company is unable to give any guarantee that the colour, size, finish or component will match.
14. TERMINATION
(i) Without prejudice to any other provision in these Conditions and without prejudice to any rights or remedies either party may have against the other the Contract shall terminate immediately and any rights to possession of the Goods which the Customer has at that time shall terminate immediately if:
a. The Customer has a bankruptcy order made against him/her or makes an arrangement or composition with its creditors, or otherwise takes the benefits 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 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 sections 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 and/or Goods supplied but not invoiced and such invoice(s) shall become due for payment immediately on receipt by the Customer.
15. 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.
16. DATA PROTECTION
(i) Each party warrants to the other that it shall, in connection with this Contract, comply with the provisions of the Data Protection Act 1998 and shall indemnify the other party against any reasonable losses, liabilities and costs which it suffers or incurs as a result of a breach of this clause.
(ii) The Company processes all personal information (“Information”) as defined in the Data Protection Act 1998 (“DPA”) in accordance with applicable data protection law.
(iii) By submitting Information to the Company the Customer consents to such Information being processed by the Company in accordance with this clause. If information changes the Customer is responsible for informing the Company of the change so that the Company can update its records.
(iv) The Company will use Information as follows:
a. To supply Goods as requested by the Customer including such transfer of Information to employees, agents and third parties as required for this purpose.
b. For the Company’s internal administration purposes.
c. To market the Company’s Goods and Services to the Customer.
17. ASSIGNMENT
The Company may assign the Contract or any part of it to any person, firm or company but the Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
18. GENERAL
(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. 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.
(v) The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract.
(vi) The Customer shall not offer or give, or agree to give, to any member, employee or representative of the Company any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with the Company or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract. The attention of the Customer is drawn to the criminal offences created by the Bribery Act 2010.
19. COMMUNICATIONS
(i) All communications between the parties about the Contract shall be in writing and delivered by hand, sent by pre-paid first call post, sent by fax or via electronic communication (“email”):
(ii) (in case of communications to the Company) to its registered office or such changed address (including email) as shall be notified to the Customer by the Company; or
(iii) (in the case of communications to the Customer) to the address overleaf,
(iv) Communications shall be deemed to have been received:
a. If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
b. If delivered by hand, on the day of delivery; or
c. If sent by fax or email on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.
20. JURISDICTION
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of Scotland and the parties submit to exclusive jurisdiction of the courts of Scotland”.