Terms & Conditions
Practical Completion is when the Specification of Works is considered practically complete and there are no outstanding defects, (excluding minor items or snagging), and the building can be put to its intended use.
Variations are items/tasks requested in addition to the agreed Specification of Works. Where possible, variations will be completed whilst on site carrying out the main works, however, please note that the Specification of Works takes precedence over any additional requests/variations.
Snagging refers to an inspection of building works which takes place at the time of Practical Completion. Any minor defects are highlighted and corrected under the snagging process.
CUSTOMER means the person/company who buys, or agrees to buy, goods and services from NDoeDesign Ltd. Goods means the articles which the CUSTOMER agrees to buy from NDoeDesign Ltd.
Any order placed by a CUSTOMER shall constitute an offer to Contract subject to the Standard Terms and Conditions for the Sale of Goods and Services herein contained, and unless expressly agreed in writing by an authorised representative of NDoeDesign Ltd (Janine Spearing) & Company Name (Client Name) no addition to, or variation from, these Standard Terms and Conditions for the Sale of Goods and Services shall apply.
All descriptions and illustrations contained in catalogues, price lists, proposals, advertising matter and all publications, are intended to be illustrative only and shall not form part of a Contract, unless specifically incorporated therein by written agreement between the CUSTOMER and NDoeDesign Ltd. NDoeDesign Ltd reserves the right to update any specification of goods or service without prior notice, however, any such changes shall not materially impair performance.
2. Prices and Delivery
All prices quoted are exclusive of VAT, and all due taxes shall remain the responsibility of the CUSTOMER. Any quoted or listed price shall be subject to revision, with agreement from both parties. Formal quotations given in writing by NDoeDesign Ltd shall remain valid for 30 days from date of quotation. Every reasonable effort shall be made to meet estimated delivery dates by NDoeDesign Ltd but should there be a failure in delivery from a materials supplier, this will be raised with the client by NDOEDESIGN LTD immediately.
Delivery / project dates will be agreed prior to the commencement of works and will be reviewed at each stage with the client. NDOEDESIGN LTD would not be responsible for late delivery due to flooding or other events beyond our control, but under normal working circumstances would endeavor to complete all agreed works within agreed timescales. Ndoedesign Ltd cannot be held responsible for any delays in the delivery of furniture items.
Provided the CUSTOMER has been granted credit facilities by NDoeDesign Ltd, please refer to each invoice for specific payment terms. In the absence of credit facilities having been granted by NDoeDesign Ltd, payment shall be in advance of shipment or commencement of service. Punctual payment is the essence of the Contract between NDoeDesign Ltd and the CUSTOMER. NDoeDesign Ltd reserves the right to charge interest due on overdue accounts at 5% above base rate.
Risk in the goods shall pass to the CUSTOMER upon delivery and the CUSTOMER shall insure them for not less than the invoice value, whilst the goods are in the CUSTOMER’S possession and control. Title to the goods shall remain with NDoeDesign Ltd until full payment has been received from the CUSTOMER. Notwithstanding such retention of title, the CUSTOMER may, in the ordinary course of business, resell the goods. However, NDoeDesign Ltd may revoke such power of sale at any time when the payment price, or any part thereof, is overdue or in the event that the CUSTOMER is in breach of any other Standard Terms and Conditions herein. Upon such revocation, the CUSTOMER shall return the goods, or such part as still remain in the CUSTOMER’s possession or control, to NDoeDesign Ltd; allowing NDoeDesign Ltd immediate entry and access to all premises where goods are kept, enabling NDoeDesign Ltd to repossess them should they so wish.
5. Customer Default
If the CUSTOMER should become bankrupt; go into liquidation; become insolvent or have a Receiving Order raised against it – or if the CUSTOMER should default in or commit any breach of its commitments to NDoeDesign Ltd – then NDoeDesign Ltd shall have the right (without prejudice to any further or other claims or rights) to terminate the Contract forthwith and payment for any deliveries already made shall become due immediately.
6. Cancellations and Rescheduling of Orders
If the CUSTOMER wishes to cancel or reschedule delivery dates of any order, consideration will only be given if the application is made in writing to NDoeDesign Ltd more than thirty (30) days prior to the scheduled delivery date. In the event of cancellation, NDoeDesign Ltd shall be entitled to claim an amount equal to 20% of the value of the order.
NDoeDesign Ltd warrants that goods and services delivered under this Contract are as described. NDoeDesign Ltd’s warranty is effective from the date the goods or services have been accepted in accordance with Clause 2, and is limited to twelve months thereafter or such other period as may be notified by NDoeDesign Ltd to the CUSTOMER in writing (the “warranty period”). If, during the warranty period, the goods or services prove faulty by reason of inherently defective material or inferior workmanship, and the faulty goods are returned to NDoeDesign Ltd promptly upon discovery of such fault and properly packaged so as not to sustain damage in transit, NDoeDesign Ltd shall at its option, without charge, repair or replace the goods or services shown to be defective in materials or workmanship as aforesaid, to the satisfaction of the CUSTOMER. The warranty shall not operate where the goods have been subject to use beyond their normal performance specifications or in any other way misused. Notwithstanding the foregoing, NDoeDesign Ltd’s liability in respect of manufactured goods shall be based on the manufacturer’s standard warranty terms and a six-month defects liability warranty on works, based on fair wear & tear.
Subject to the provisions above, all above or implied warranties or conditions, statutory or otherwise, as quality or fitness for any purpose of the goods is hereby expressly excluded and NDoeDesign Ltd shall not (except as set out above) be under any liability whatsoever in respect of goods delivered or any loss to the property of any person resulting from such defects from any cause whatsoever.
If the goods and/or technical data are licensed under Foreign Governments export law then, regardless of any disclosure made by the CUSTOMER to NDoeDesign Ltd of any ultimate destination of the goods and/or technical data outside of the United Kingdom, it is the CUSTOMER’s sole responsibility to obtain the written consent of the Foreign Governments and local authorities before re-exporting any such goods and/or responsible for any costs or damages resulting from the failure of the CUSTOMER to obtain such consent.
Clerical errors are subject to correction by NDoeDesign Ltd at any time.
10. Force Majeure
NDoeDesign Ltd shall not be liable for any failure or delays in meeting any of its obligations under the Contract, which were due to causes beyond its reasonable control.
The proper law governing these Standard Terms and Conditions shall be English Law and the parties hereby submit to the jurisdiction of the English Courts.
12. Limitation of Liability
NDoeDesign Ltd aggregate liability to the CUSTOMER whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods of the services provided by NDoeDesign Ltd which give rise to such liability as determined by net price invoiced to the CUSTOMER in respect of any occurrence or series of occurrences.
13. Third Party Rights
(a) NDoeDesign Ltd shall have no liability to the CUSTOMER in the event of goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are, or may be, the subject of third-party rights NDoeDesign Ltd shall be obliged to transfer to the CUSTOMER only such title as NDoeDesign Ltd may have.
(b) The CUSTOMER shall notify NDoeDesign Ltd forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. NDoeDesign Ltd shall have control over and shall conduct any such proceedings in such manner as it shall determine. The CUSTOMER shall provide all such reasonable assistance in connection therewith as NDoeDesign Ltd may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
Failure by NDoeDesign Ltd to exercise or enforce any rights hereunder shall not be deemed to be a waiver or any such right, nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.