Terms & Conditions
1.1 ' Buyer' means the persons, firm or company who purchases the Goods form the Company
'Company' means John Helesfay t/a Alter Image and or its subsidiaries and /or associates
'Contract' means any contract between the Company and the Buyer for the sale and purchase of the Goods incorporating these terms and conditions
'Goods' means any goods agreed in the Contract to be supplied to the Buyer by the Company (including part or any part of them)
'Services' means any service provided by the Company in relation to the Goods
1.2 In these Terms and Conditions reference to any statute or statutory provision shall unless the context otherwise requires be construed as a reference to that statute or statutory provision as from time to time amended consolidated modified extended re-enacted or replaced.
1.3 In these Terms and Conditions references to the masculine includes the feminine and the neuter and to the singular includes the plural and vice versa as the context re-enacted or replace.
1.4 In these Terms and Conditions headings will not affect the construction of these Conditions
2.1 Subject to any variation under Clause 2.2 below the Contract will be on these Terms and Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the buyer purports to apply under any purchase order confirmation of order specification or other document)
2.2 These Terms and Conditions apply to all the Company's sales and any variation to these Terms and Conditions any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Director of the Company
2.3 Each order for Goods and Services by the Buyer from the Company shall be deemed to be
2.4 an offer by the Buyer to purchase goods and Services subject to these Terms and Conditions
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer
2.6 The Buyer must ensure that the terms of its order and any applicable specifications are complete and accurate
3.1 The description of the Goods and Services shall be set out in the Company's specification
3.2 The description of the Goods and Services will also include and relevant additional or upgrades carried out at the Buyers request and which are not provided in the specification. Any additional works carried out or services provided will however be subject to a variation in the price in accordance with Clause 6.2
3.3 All drawings, descriptive matter, specification and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They will not form part of the contract
3.4 The Company reserves the right to use all drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures
3.5 The Company reserves the right to photograph the Goods and the results of any Services provided by the Company and to use such images in any of its promotional material
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Company's place of business
4.2 Any dates specified by the Company for delivery of the Goods and Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified delivery will be within a reasonable time
4.3 The Company will not be liable for any loss (including loss of profit) costs, damages, charges or expenses caused directly or indirectly by any reasonable delay in the delivery of the Goods (even if caused by the Company's negligence) nor will any reasonable delay entitle the Buyer to terminate or rescind the Contract.
4.4 The Company shall be entitled where necessary to make delivery of the Goods by way of instalments.
4.5 Where specifications are to be supplied the Buyer shall supply specifications in reasonable time to enable the Company to complete delivery within the delivery period stated.
5.1 The Goods are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due in respect of:-
5.2.1 The Goods ; and
5.2.2 all other sums which are due or which become due to the Company from the Buyer in respect of any Services or on any account.
5.3 Until ownership of the Goods has passed to the Buyer the Buyer must
5.3.1 hold the Goods on a fiduciary basis as the Company's Bailee;
5.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
5.3.3 not destroy deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and
5.3.5 hold the proceeds of the insurance referred to in condition 5.3.4 on trust for the Company and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
5.4 The Buyer's rights to possession of the goods (if payment has not already been made in full) shall terminate immediately if:-
5.4.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a corporate body)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 undertaken or any part thereof or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administrative order in respect to the Buyer or any proceedings are commenced relating to the insolvency of the Buyer; or
5.4.2 the Buyer suffers or allows any execution whether legal or equitable to be levied on his/its property or obtained against him/it or fails to observe /perform any of his/its obligations under the Contract or any contract between the Company and the Buyer or is unable to pay its debts with the meaning of section 123 of the insolvency Act 1986 or the Buyer ceases to trade: or
5.4.3 the Buyer encumbers or in any way charges any of the goods
5.5 If the Contract is terminated in accordance with conditions 5.4 above the Buyer shall indemnify the Company for any loss damage or expense incurred by the Company in connection with the contract including but not limited to the total cost of manufacture of the Goods and a proportion in respect of profit.
5.6 the Buyer grants the Company its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or where the Buyer's right to possession has terminated to recover them.
6.1 Unless otherwise agreed by the Company in writing the price of the Goods shall be the price set out in the Company's quotation to the Buyer.
6.2 Where the Company carried out any works or provides Services additional to those detailed in the specification it reserves the right to charge the Buyer an extra amount for these in addition to the price charged pursuant to the quotation as it deems appropriate in the circumstances.
6.3 Any price quotation agreed pursuant to Clause 6.1 shall remain in force for the period of 90 days after the date of quotation after which the Company reserves the right to adjust the price in accordance with the costs prevailing at the time.
6.4 The quotation price of the Goods and Services shall be exclusive of any value added tax and all costs or charges in relation to loading carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
7.1 Payment of the price for the Goods and Services is due immediately on receipt of an invoice and the Company may in its discretion issue an invoice in advance periodically or after the supply of Goods and Services has been completed.
7.2 Time for payment shall be of the essence
7.3 No payment shall be deemed to have been received until the Company has received cleared funds.
7.4 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract by reason of any dispute or claim by the Buyer.
7.5 The Buyer shall reimburse the Company the entire cost of re-presenting any cheque in payment of Goods and Services supplied by the Company
7.6 All legal costs and expenses reasonably incurred by the Company in seeking to collect overdue invoices from the Buyer will be recoverable from the Buyer
7.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Bank of England base rate accruing on a daily basis until payment is made whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (interest) Act 1998
8.1 Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Buyer benefit of any warranty or guarantee given to the Company.
8.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery and for a period of 12 months from the date of delivery Goods of which it is the manufacturer but which are not installed by representatives of the Company will:-
8.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1994;
8.2.2 be reasonably fit for any purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company
8.3 Where the Company in the course of providing Goods and/or Services is responsible for manufacturing and installing oak frames the warranties in 8.2 will apply to such oak frames for a period of 10 years of delivery of Goods to which 8.3 applies; and
8.4 The Company shall not be liable for a breach of any warrants in condition 8.2 and 8.3 unless:-
8.4.1 The Buyer gives written notice of the defect to the Company and there carriers within 12 months of delivery of the Goods to which 8.2 applies and within 10 years of delivery of Goods to which 8.3 applies; and
8.4.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods
8.5 The Company shall not be liable for a breach of any of the warranties in conditions 8.2 and 8.3 if:-
8.5.1 the defect arises because the Buyer failed to follow the Company's written instructions as to the storage, installation commissioning use or maintenance of the Goods; or
8.5.2 the Buyer alters or repairs such Goods without consent of the Company
8.6 Subject to conditions 8.4 and 8.5 if any of the Goods do not conform with any of the warranties in conditions 8.2 and 8.3 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rate Contract rate.
8.7 If the Company complies with condition 8.6 it shall have no further liability for a breach of any of the warranties in conditions 8.2 and 8.3 in respect of such Goods.
8.8 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the applicable warranty period.
The Buyer enters into the Contract with the knowledge that:
9.1 The oak timber supplied will be either English or European origin (the "Oak");
9.2 The Oak being a natural material will be subject to certain inherent irregularities and properties but these will not materially affect its use as a building material;
9.3 it is natural for green oak timbers to dry and shrink from the outside inward which will result in superficial cracking and checking of that outer surface of the timber;
9.4 The Company advises that traditional joints only are affixed to the timber to allow for movement as the Oak reacts to changes in humidity by expanding and contacting; and
9.5 Oak exposed to the atmosphere dries to a silver grey colour and that although it is largely impermeable the Company advises that recommended stains and polishes are used to protect the surface.
10.1 Subject to condition 8 the following provisions set out the entire financial liability of the Company(including any liability for acts or omissions of its employees agents and subcontractors) to the Buyer in respect of:-
10.1.1 Any breach of these conditions
10.1.2 Any representation statement or tortuous act or omission including negligence arising under or in connection with the contract.
10.2 Terms in these Conditions excluding or limiting liability in relation to breach of the terms implied by the Supply of Goods (implied Terms) Act 1973 or the Sale of Goods Acts 1979 and 1994 do not apply when this contract is made with the consumer
10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation
THE BUYERS ATTENTION IS IN PARTICULAR DRAWN TO THE PROVSIONS OF CONDITION 10.4
10.4 Subject to condition 10.3:
10.4.1 the Company's total liability in contract tort (including negligence or breach of statutory duty) mispresentations or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to the Contract price; and
10.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit loss of business depletion of goodwill or otherwise) costs expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Force majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including without limitation acts of God governmental actions war or national emergency riot civil commotion fire explosion flood epidemic lock-outs strikes or other labour disputes (whether or not relating to either party's workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that it the event in question continues for a continuous period in excess of 90 days the Buyer shall be entitled to give notice in writing to the Company to terminate the contract.
12.1 The Contract may be terminated by either party giving to the other not less than 30 days written notice
12.2 The Buyer agrees to pay on receipt of invoice the charges due and expenses incurred by the Company under the Contract up to the date of termination
12.3 The Company will upon receipt of notice of termination terminate all tasks pursuant to the contract excepted as otherwise specifically agreed. The Company's responsibility shall be deemed discharged upon completion or on earlier termination of the Contract.
13.1 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.
13.2 If any provision of the Contract is found by any court tribunal or administrative body of competent jurisdiction to be wholly or partly illegal void voidable unenforceable or unreasonable it shall to the extent of such illegality invalidity voidness unenforceability or unreasonableness be deemed severable and the remaining provisions
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the contract will not be construed as a waiver of any of its rights under the Contract
13.4 Any waiver by the Company of any breach or any default under any provision of the Contact by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract
13.5 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 English courts
13.6 Although great care is taken by the Company to show accurately all particulars weights and dimensions in connection with any tender quotation specification illustration drawing etc the Company does not warrant that such particulars weights and dimensions are accurate and reserves the right to alter details where necessary.