Terms & Conditions

Definitions

1.0 

"the Company" means ReSpace Limited

"the Customer" means the person who accepts the quotation of the Company for the supply of goods and/or the performance of the Works

"the Contract" means any contract for the supply of goods and the performance of the Works by the Company

"the Works" means the Works which the Company is to supply in accordance with these terms

"the Terms" means the terms and conditions set out in this document and includes any special terms and conditions agreed in writing between the Customer and the Company

2.0 
These terms shall apply to all contracts for the supply of goods and/or the performance of the Works by the Company to the Customer to the exclusions of all other terms and conditions including any terms and conditions which the Customer may purport to apply

3.0
Quotations by the Company, unless otherwise stated in them, shall be open for acceptance within thirty days after which time they may be altered by the Company without giving notice to the Customer.

4.0
No variations or amendments to this Contract shall be binding on the Company unless confirmed by it in writing

5.1
The price of the Works and/or the goods shall be the Company's quoted price.  The price is exclusive of any Value Added Tax which the Customer shall be additionally liable to pay to the Company

5.2
The Company shall have the right to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or  quantitates or any other costs of any kind arising for any reason after the date of the Contract

6.1
The Customer will pay 30% of the Company's invoice on accepting the quotation.  The remaining 70% to be paid upon interim valuations at intervals no greater than every fortnight.  Final date for payment of each valuation to be 14 days after each valuation date. The Works shall be deemed to be completed as the Company reasonably determines provided that if, on completion of the Works, the Company and the Customer agree a snagging list of outstanding items when 5% may remain outstanding for fourteen days from completion during which time the works specified in the snagging list will be carried out by the Company at which date the  outstanding 5% of the price shall be immediately payable. If the Company does not agree a snagging list then the outstanding sum must be paid on completion of the Works

6.2
Time for payment shall be of the essence of the Contract.  Without prejudice to any other right of the Company, if the Customer fails to pay the invoice price by due date, the Customer shall not be allowed any discount given in that invoice (where applicable) and will reimburse the Company all costs and expenses (including legal costs on an indemnity basis) incurred in the collection of any overdue amount and the Company shall be entitled to charge the Customer interest on the amount unpaid at the rate of 10 per cent per annum until payment is made in full

7.1
The risk in goods supplied by the Company shall pass to the Customer on delivery but equitable and beneficial ownership shall remain with the Company until the full payment has been received (each order being considered as a whole)

7.2
Until full payment has been received this condition shall act as an assignment to the Company of all or any of the Customer's rights and interests in the goods and the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and re-possess such goods

7.3
Any specification, drawings, designs, layouts or technical information supplied by the Company shall remain the Company's exclusive property and all intellectual  property rights in the same shall belong solely to the Company

7.4
The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any application specification) submitted by the Customer, and for giving the Company any necessary information relating to the goods and the Works within a sufficient time to enable the Company to perform the the Contract in accordance with its terms

8.0
Under no circumstance shall the Company have any liability of whatever kind for:

(i)    any defects resulting from wear and tear, accident, improper use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any goods or neglect from any instructions or materials provided by the Customer

(ii)   any goods which have been adjusted, modified or repaired otherwise than by the Company

(iii)  the suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known by or communicated to the Company

(iv)  any substitution by the Company of any materials or components not forming part of any specification of the goods or Works agreed in writing by the Company

(v)   any descriptions, illustrations, specifications, figures as to performance, drawings and particulars, weights and dimensions submitted by the Company since they are merely intended to represent a general idea of the goods and Works and not to form part of the Contract or to be treated as representations

(vi)  any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made

(vii) any variation in the quantities or dimensions or any goods or changes in specification or substitution of any materials or components if the variation or substitution does not materially affect the characteristic of the goods and the substituted materials or components are of a quality equal or superior to those originally specified

9.1
Claims arising from the damage, delay or partial loss of goods in transit or based on any defect in the quality or condition of the Works must be made in writing to the Company so as to reach it within 28 days of completion of the Works. If the customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Works or the goods and the Company shall have no liability for such defect or failure and the customer shall be bound to pay the price as if the Works and  goods had been delivered in accordance with the Contract

9.2
Except in the case of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss, or damage, costs, expenses or other claims for compensation (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Works or the delivery of the goods and the entire liability of the Company under or in connection with the Contract shall not exceed the price to be paid for the Works

9.3
The Company shall not be liable to the customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Works or the delivery of the goods, if the delay or failure was due to any causes beyond the Company's reasonable control.

9.4
Where the Works or the goods delivery is/are defective for any reason, including negligence, and such defect is notified to the Company in accordance with the Terms, the liability of the Company (if any) shall be limited to rectifying such defect or, at the Company's discretion, paying compensation to the Customer not exceeding the price paid for the Works

9.5
If the Customer wishes to protect itself against any greater loss or expense it is hereby put on notice that it should put in place appropriate insurance

10.1
The Company may sub-contract the performance of the Contract in whole or in part

10.2
The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company

10.3
The Company may, at its discretion, suspend or terminate the works if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a Receiver appointed or its business is compulsorily or voluntarily wound up or the Company bona fide believes that any of these events may occur and in case of such termination the Customer shall forfeit any deposit paid

11.0
The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control

12.0
The Contract shall be governed by English law