1.1. In these Conditions:
“Harrogate Joinery & Building Services” means Harrogate Joinery & Building Services or HJBS
“Buyer” means the person firm or company so described in the Order.
“Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any varied or special terms and conditions agreed in writing between Harrogate Joinery & Building Services and the Buyer.
“Contract” means the contract of the sale and supply of the Goods and/or the supply and performance of the Services subject to these Conditions.
“Goods” means the Goods (including any installment of the Goods or any part of them) described in the order.
“Order” means any written estimate of Harrogate Joinery & Building Services which is accepted by the Buyer, or any written order of the Buyer which is accepted by Harrogate Joinery & Building Services for the supply of Goods or performance of Services.
“Price” means the Price of the Goods and/or the charge for the Services.
“Specification” includes any plans, drawings, data, process or other technical requirements or information relating to the Goods or Services agreed between the parties.
2.1. These Conditions apply to all Contracts for sale of Goods by Harrogate Joinery & Building Services.
2.2. The placing of an Order by the Buyer for the Goods shall constitute Harrogate Joinery & Building Services acceptance of these Conditions notwithstanding any other terms and conditions subject to which any estimate by Harrogate Joinery & Building Services is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
2.3. No Order submitted by the Buyer shall be deemed to be accepted by Harrogate Joinery & Building Services unless and until confirmed in writing by HJBS’s authorised representative namely a Director of the Business
2.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Harrogate Joinery & Building Services.
2.5. The Buyer acknowledges that all advice, instructions or recommendations of Harrogate Joinery & Building Services rely and are dependent upon all the information and technical background given to Harrogate Joinery & Building Services by the Buyer.
2.6. Where the Buyer does not specify a particular process, Harrogate Joinery & Building Services will not be liable for any defect or failure of the process or entitle the Buyer to withhold payment if Harrogate Joinery & Building Services have dispensed with such inspection on request of the Buyer for whatever reason.
3.1. The Buyer shall be responsible to Harrogate Joinery & Building Services for ensuring the accuracy of the terms of any Order (including any applicable Specification) submitted by the Buyer, and for giving Harrogate Joinery & Building Services any necessary information relating to the Goods pursuant to clause 2.5 or otherwise within a sufficient time to enable Harrogate Joinery & Building Services to perform the Contract in accordance with its terms.
3.2. The quantity, quality, description, functionality, facilities, functions, capacity and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and any applicable Specification as set out in HJBS’s quotation.
3.3. All drawings, illustrations or any product literature or other publications of Harrogate Joinery & Building Services must be regarded as approximations only.
3.4. Any Specification supplied by Harrogate Joinery & Building Services to the Buyer in connection with the Contract, together with all intellectual property rights in the Specification, shall be the exclusive property of HJBS. The Buyer shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Buyer, or as required for the purpose of the Contract. Upon request of Harrogate Joinery & Building Services the Buyer will return to Harrogate Joinery & Building Services any documents (or other media) in or upon which any part of the Specification has been supplied by Harrogate Joinery & Building Services and shall not retain copies thereof.
3.5. If the Goods are to be manufactured or any process is to be applied to the Goods by Harrogate Joinery & Building Services in accordance with a Specification submitted by the Buyer, the Buyer shall indemnify Harrogate Joinery & Building Services against all loss, damages, costs and expenses awarded against or incurred by Harrogate Joinery & Building Services in connection with any claim for infringement of any intellectual property rights of any other person which results from HJBS’s use of the Specification so submitted by the Buyer.
3.6. Harrogate Joinery & Building Services reserves the right to make any changes in the Specification of the Goods which are required to conform with any statutory or other regulatory requirements applicable to the Goods.
3.7. No Order which has been accepted by Harrogate Joinery & Building Services may be cancelled by the Buyer except with the agreement in writing of Harrogate Joinery & Building Services and on terms that the Buyer shall indemnify Harrogate Joinery & Building Services in full against all loss, costs, damages, charges and expenses incurred by Harrogate Joinery & Building Services as a result of cancellation.
3.8. No order which has been accepted by Harrogate Joinery & Building Services may be changed or altered by the Buyer except with the agreement in writing of Harrogate Joinery & Building Services and payment by the Buyer of a 10% surcharge (calculated as 10% of the full Contract Price) to HJBS.
4.1. The Price shall be HJBS’s estimated price. The Price is valid for 30 days only, after which time they may be altered by Harrogate Joinery & Building Services without giving notice to the Buyer.
4.2. Harrogate Joinery & Building Services reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase in the cost to Harrogate Joinery & Building Services which is due to any factor beyond the control of HJBS, any change in delivery dates, quantities or the Specifications which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Harrogate Joinery & Building Services adequate or accurate information or instructions.
4.3. Except as otherwise stated under the terms of the Order and unless otherwise agreed in writing between the Buyer and HJBS, the Price is given by Harrogate Joinery & Building Services on an ex works basis, and where Harrogate Joinery & Building Services agrees to deliver the Goods otherwise than at HJBS’s premises, the Buyer shall be liable to pay HJBS’s charges for transport, packaging and insurance.
4.4. The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to HJBS.
5.1. Subject to any special terms agreed in writing between the Buyer and Harrogate Joinery & Building Services shall be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods or the Buyer wrongfully fails to take delivery of the Goods, in which event Harrogate Joinery & Building Services shall be entitled to invoice the Buyer for the Price at any time after Harrogate Joinery & Building Services has notified the Buyer that the Goods are ready for collection or (as the case may be) Harrogate Joinery & Building Services has tendered delivery of the Goods.
5.2. The Buyer shall pay the Price within 7 days of the date of HJBS’s invoice unless otherwise notified by Harrogate Joinery & Building Services to the Buyer in writing, and Harrogate Joinery & Building Services shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3. If the Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to HJBS, Harrogate Joinery & Building Services shall be entitled to:
5.3.1. Cancel the Contract or suspend any further deliveries to the Buyer.
5.3.2. appropriate any payment made by the Buyer to such of the Goods (or goods and/or services supplied under any other contract between the Buyer and HJBS) as Harrogate Joinery & Building Services may think fit (notwithstanding any purported appropriation by the Buyer). and
5.3.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 6 per cent per annum above Barclays Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) before and after judgment.
6.1. Delivery of the Goods shall be made to a place agreed by Harrogate Joinery & Building Services with the Buyer, by Harrogate Joinery & Building Services delivering the Goods to that place.
6.2. In the case of sales made F.C.A, F.A.S. or F.O.B. UK mainland unless otherwise agreed the Buyer shall upon request by Harrogate Joinery & Building Services nominate a carrier or vessel willing to receive the Goods within 30 days from the date of HJBS’s request.
6.3. Any dates quoted for delivery of the Goods are approximate only and Harrogate Joinery & Building Services shall not be liable for any early or late delivery of the Goods however caused.
6.4. Where delivery of the Goods is to be made by Harrogate Joinery & Building Services in bulk, Harrogate Joinery & Building Services reserves the right to deliver up to 2.5 per cent more or 2.5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.5. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Harrogate Joinery & Building Services to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.6. If Harrogate Joinery & Building Services fails to deliver the Goods (or any instalment), HJBS’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods.
6.7. If the Buyer fails to take delivery of the Goods or fails to give Harrogate Joinery & Building Services adequate delivery instructions at the time stated for delivery (otherwise than by reason of any Force Majeure or by reason of HJBS’s fault) then, without prejudice to any other right or remedy available to HJBS, Harrogate Joinery & Building Services may:
6.7.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage. or
6.7.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price under the Contract.
6.8. Any charges quoted for delivery of the goods, including transport, packaging and insurance are approximate only and Harrogate Joinery & Building Services shall not be liable for any changes to the charges quoted, however caused.
Copyright © 2023 Harrogate Joinery & Building Services. T/A Harrogate Joinery. All Rights reserved.
UK Reg. No. 11686091
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