Terms and Conditions of Business

Interpretation
1. - The definitions in this condition apply in the terms and conditions (these Conditions) set out in this document:
  - Delivery Date: the delivery date set out in the Order or as otherwise agreed between us;
  - Force Majeure Event: shall have the meaning given in condition 9;
  - Goods: the products that we are selling to you as set out in the Order;
  - Order: your order for the Goods;
  - Order Confirmation: shall have the meaning set out in condition 2.5;
  - Services: the services that we are selling to you as set out in the Order;
  - Site: the place for delivery and/or where we are to install the Goods and/or carry out the Services;
  - Terms: the terms and conditions set out in this document; and
  - Writing or written does not include faxes and e-mail.
2. Headings do not affect the interpretation of these Conditions.
Basis of Sale
1. These Conditions and the Order are considered by us to set out the whole agreement between you and us for the supply of Goods and/or Services. Please check that the details in the Order are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that you read and understand these Conditions before you submit the Order, because you will be bound by these Conditions once a contract comes into existence between us, in accordance with condition 2.5.
2. Any showroom displays, samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Goods and/or Services they describe. They do not form part of the contract between you and us or any other contract between you and us for the sale of the Goods and/or Services.
3. If any of these Conditions are inconsistent with any term of the Order, the Order shall prevail.
4. The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
5. These Conditions shall become binding on you and us when:
  1. we issue you with written acceptance of an Order (Order Confirmation); or
  2. upon our acceptance of a deposit from you for the Goods and/or Services outlined in the Order,
  whichever is the earlier, at which point a contract shall come into existence between us.
6. Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with condition 2.5. A quotation shall be valid for a period of 30 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
7. You may within seven working days of a contract coming into existence pursuant to condition 2.5, amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation, except that where the amendment or cancellation results from our failure to comply with these Conditions you shall have no liability to us for it.
8. We have the right to revise and amend these Conditions from time to time. You will be subject to the policies and terms in force at the time that you order the Goods and/or Services from us, unless any change to those policies or these Conditions is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
Your Site
1. Dimensions stated on any plans show the sizes of the Goods. All such dimensions should carefully be checked by you to ensure they accord with the actual dimensions of the area into which the Goods are to be installed. We accept no liability arising from a change in the actual dimensions of the installation area that occurs after we have measured it.
2. Materials (such as drawings, plans, notes or designs) that show the position of services (such as water, gas, electricity and ventilation) or the appearance of Goods are prepared by us in good faith but are artistic impressions only. Neither you or any third party installer should rely on information contained in such materials.
3. Prior to the installation of the Goods, you must identify to us the location of any pipe or cable that could be damaged during the installation of the Goods. We accept no liability for any damage that is caused to any pipe or cable that was not accurately identified to us.
4. It is your responsibility to ensure the Site is ready for installation of the Goods at the Delivery Date. You shall ensure that, on the Delivery Date:
  1. the Site is clear and ready for installation in accordance with the drawings attached to the Order Confirmation;
  2. the Site's walls are sound, straight and flush condition with one coat of emulsion;
  3. the Site's flooring is in place and all other services at the Site are in position.
5. If the Site is not ready for installation to commence on the Delivery Date, you will be responsible for any costs incurred as a result. We may charge you a one-off fee of £600 (in addition to our storage costs contemplated in condition 4.3.1) or such other sum as we may agree in writing.
6. We accept no liability in respect of any Goods and/or Services provided to you, if the Site is unsuitable for the storage and/or installation of the Goods and/or Services.
7. Unless specifically stated in the Order Confirmation, plumbing, tiling, electrical and gas installation, plastering and building work will not be included in the Services. For the avoidance of doubt, the Services do not include the final connections of electrical appliances and water supplies to appliances.
8. If any additional works on the Site are required as a result of unforeseen complications with the Site, we will discuss the issues with you and resolve them as quickly as possible either by amending the Order or creating a new order.
Delivery
1. Delivery of the Order shall be completed when we deliver the Goods and/or Services to you.
2. We will take reasonable steps to meet the Delivery Date. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
3. If you fail to take delivery of an Order within 14 calendar days of the date on which we notify you that the Goods are ready (for reasons including, but not limited to, the Site being unready for installation of the Goods or the Site not being clear of other traders) then, except where this failure is caused by our failure to comply with these Conditions:
  1. we will store the Goods until delivery takes place and may charge you a reasonable sum to cover expenses and insurance (including storage and transport costs). As at January 2011, this sum is £60 per week. We reserve the right to vary this sum from time to time; and
  2. we shall have no liability to you for late delivery.
4. If you have not taken delivery of the Goods and/or Services within one calendar month of our notifying you that they are ready, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the Goods or charge you for any shortfall below their price.
Defective goods and returns
1. We can only guarantee availability of the Goods while stocks last. We have the right to substitute unavailable Goods that:
  1. are not material to the Order; and
  2. do not affect the appearance or performance of the Order,
  with products that we reasonably determine to be appropriate alternative products.
2. Subject to condition 5.1, in the event that Goods that are material to the Order are unavailable, we will contact you with suggestions of substitute products of similar appearance, performance, quality and price. In these circumstances, you have the right to:
  1. accept the substitute product and we will amend the Order accordingly; or
  2. cancel the Order and receive a full refund.
3. You acknowledge and agree that:
  1. the nature of the raw materials in the Goods means that colour, natural markings, veining, pits, cracks, vents and grain differences occur;
  2. when the Goods are exposed to natural light or other environmental effects, colour change may naturally occur;
  3. the Goods may be supplied cramped, stopped or reinforced when we, in our sole discretion, think it is necessary; and
  4. the Goods may not be of the same colour or grain type as samples or showroom displays,
  and we will not be liable for Goods and/or Services that are subject to the events contemplated by conditions 5.3.1 to 5.3.4.
4. In the unlikely event that the Goods and/or Services do not conform with these Conditions or the Order, please let us know as soon as possible after delivery. Once we have checked that the Goods and/or Services are faulty, we will:
  1. provide you with a full or partial refund;
  2. replace the Goods or re-perform the Services; or
  3. repair the Goods.
5. These Conditions will apply to any repaired, re-performed or replacement Goods and/or Services we supply to you.
Title and risk
1. The Goods will be your responsibility from the time of delivery.
2. Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges.
Price and payment
1. The price of the Goods will be as set out in the Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
2. Prices include VAT. However, if the rate of VAT changes between the date of the Order and the Delivery Date, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
3. Payment in respect of contracts for Goods and/or Services must be made as follows;
  1. 30% of the contract price upon placing the Order;
  2. 70% of the contract price in cleared funds five working days prior to delivery of the Goods and/or Services,
  unless otherwise provided in the Order Confirmation.
4. If you do not make any payment due to us by the due date for payment (as set out in condition 6.3), we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
5. Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding Order until you have paid the outstanding amounts.
6. Conditions 6.4 and 6.5 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.
Limitation of liability
1. Subject to condition 7.3, if either of us fails to comply with these Conditions, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
2. Neither of us shall be responsible for losses that result from our failure to comply with these Conditions including, but not limited to, losses that fall into the following categories:
  1. loss of income or revenue;
  2. loss of business;
  3. loss of anticipated savings;
  4. loss of data; or
  5. any waste of time.
  However, this condition 7.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
3. This condition does not include or limit in any way our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
  4. losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
  5. any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
Events outside our control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by events outside our reasonable control (Force Majeure Event).
2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
  1. strikes, lock-outs or other industrial action; or
  2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, epidemic or pandemic; or
  3. fire, explosion, storm, flood, earthquake, subsidence, epidemic, extreme weather conditions, or other natural disaster; or
  4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
  5. impossibility of the use of public or private telecommunications networks.
3. Our obligations under these Conditions are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Force Majeure Event.
Intellectual property rights
1. The copyright, design right and all other intellectual property rights in any materials and other documents or items that we prepare or produce for you in connection with the Goods and/or Services will belong to us absolutely.
2. You may not use the materials, documents or other items detailed in condition 9.2 for any commercial purpose.
Data protection
1. We will only use the personal information you provide to us to provide the Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information.
2. You acknowledge and agree that we may pass your details to credit reference agencies
Assignment
You may not transfer any of your rights or obligations under these Conditions to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Conditions to another organisation, but this will not affect your rights under these Conditions.
Notices
All notices sent by you to us must be sent to Enclosure Interiors Limited at 106 Culverton Down, Tunbridge Wells, Kent, TN4 9SW. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
General
1. If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
2. If we fail, at any time while these Conditions are in force, to insist that you perform any of your obligations under these Conditions, or if we do not exercise any of our rights or remedies under these Conditions, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Conditions shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
3. A person who is not party to these Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
4. These Conditions shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts

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