When confirmation of order is received, this is to indicate that we have received your order. It does not indicate that a contract exists between us. We will indicate acceptance of your order, and hence a contract between us, when we send you an invoice. We have included this term to protect us in the case that a mistake has been made in pricing, we have inadvertently under-priced goods, or we are no longer able to supply a particular product for some reason. In the case of a change of price, we will always contact you first to ensure that the price is acceptable.
Terms and conditions of sale
1.1 " The Company " means Stairplan Limited
1.2 "The Conditions" means the standard terms of sale set out in this document and (unless the context requires otherwise) includes special terms agreed in writing between the buyer and the company.
1.3 "The Buyer" means any person, firm or company to whom goods are supplied by the company.
1.4 "The Goods" means goods, materials and accessories supplied by the company to the buyer.
1.5 " The Contract" means any agreement for the sale of any purchase of goods by the buyer.
1.6 "Writing" and any similar expression include facsimile transmission and comparable means of transmission, but not electronic mail.
2. Existance of contract
2.1 Any written quotation or estimate issued by the company shall constitute an invitation to treat. No binding contract shall be created by placing the order by the Buyer, unless and until the company has A, Agreed to the dimension and specification of a purpose made product. B, The company has dispatched the goods (Standard products). These conditions shall apply to all contract to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order or similar document. All orders for goods shall be deemed to be by an offer by the buyer to purchase goods pursuant to these conditions. Acceptance of delivery of the goods shall be deemed conclusive evidence of the buyers acceptance of these conditions and the goods.
2.2 No particulars contained in any advertising matter, catalogues or other publications supplied by the company ( including references to weights, dimensions, or performance therein), nor any verbal representation by any employee or agent of the company shall form part of the contract nor shall they be treated as constituting a representation on the part of the company, but nothing in these conditions affects the liability of either party for fraudulent misrepresentation.
3. Amendments and cancellation
3.1 No amendments to these conditions shall be binding on the company unless accepted in writing by a Director of the company.
3.2 The contract may not be cancelled by the buyer except with written consent of the company.
3.3 In respect to the purpose made products produced by or for the company the contract cannot be cancelled.
4. Minimum Order Values
Where the buyer orders less than the minimum order value as notified from time to time by the company the company will apply minimum order surcharge to what the company sees fit to be suitable to the goods/quantity ordered.
All prices are exclusive of VAT or any other sales tax and subject to variation by the company without notice, and goods will be invoiced at prices ruling at the date of dispatch from the company's premises.
5.1 All prices are set at a Trade Level and all Buyers agree to trade under "Trade" and not "Retail" terms by making a purchace at these prices.
6. Settlement Terms
Unless otherwise agreed in writing by a director of the company the price of the goods shall be paid nett in cash or cleared funds at the point of order.
7. Terms of despatch and delivery
7.1 Goods will be supplied and delivery of the goods shall take place at the buyers premises or delivery site as indicated in the buyers order.
7.2 Times or dates quoted by the company for delivery of goods are intended as estimates only and time is not of the essence or the contract.
7.3 The company shall not be liable in any way for any direct or indirect loss, damage or expenses (including but not limited to loss of profits and liability to third parties) suffered or incurred by the buyer as a consequence of any delay in delivery.
7.4 The company reserves the right to deliver the goods by instalments in any sequence. Where goods are delivered in instalments the contract shall become severable and each instalment shall be deemed to be a separate contract (this does not apply to purpose made products). No default or failure by the company in respect to one or any more instalments shall entitle the buyer to treat the contract as repudiated or to damages.
8. Force Majeure
The company shall not be liable for failure to deliver the goods for any reason whatsoever outside the reasonable control of the company including, without limitation to the generality of the forgoing, Industrial action, war, storm, fire, explosion, flood, governmental action or regulation, act of God, riots, strikes, lock-outs or non availability of stocks or materials. Any such failure shall not affect the obligation of the buyer to pay for the goods already ordered to a purpose made specification.
9. Property and Risk
9.1 Risk or loss of or damage to the goods shall pass onto the buyer on delivery.
9.2 Property and ownership in the goods shall, notwithstanding delivery of the goods to the buyer, not pass from the company until (a) the buyer shall have paid the company in full there for pursuant of these conditions and (b) no other sums are outstanding from the buyer to the company on any account whatever whether or not such sums have become due for payment.
9.3 The buyer shall, while property in the goods remains with the company pursuant to this condition 9, hold the goods on a fiduciary basis only and as bailee only for the company the buyer shall store the goods without charge to the company separately from its own goods or those of any other person in good condition and marked in such a way that they are left clearly identifiable as the property of the company and shall insure the goods to there full value against "all risks" but the buyer may re-sell goods in the ordinary course of its business.
9.4 In the event that the company is entitled to exercise any of its rights under condition 12, the buyer shall immediately place any of the goods the property and ownership in which remains vested in the company in its possession or under its control at the disposal of the company and the company shall (without prejudice to any of its other rights and remedies) have the right to re-possess, re-sell and use such goods and may by itself, its servants or agents enter upon any land or building, vehicle or vessel or other place upon or in which such goods are reasonably thought to be situated for the purpose of removing any such goods.
10 Claims for Defects, Damage, Loss or Non-Delivery
10.1 The buyer shall inspect the goods on delivery and shall within 24 hours notify the company of any alleged defect, shortage in quantity, damage or failure to comply with the description of the sample. In relation to any defect that is not apparent on reasonable inspection, the buyer shall notify the company of the defect within a reasonable time after discovery of the defect. The buyer shall give the company an opportunity to inspect such goods at the buyers premises or delivery site within a reasonable time following such notice and before any use is made of them.
-- ANY DAMAGE MUST BE MARKED ON THE DELIVERY DRIVERS TICKET AT THE POINT OF SIGNING FOR THE GOODS - FAILURE TO DO THIS WILL EXCLUDE YOU FROM A CLAIM FOR DAMAGED GOODS.
10.2 The buyer shall notify the company of any non delivery of a whole consignment within 5 days of the date of despatch was notified from the company unless a longer delivery time was stated at the time of despatch.
10.3 If the buyer shall fail to comply with the forgoing, the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the buyer shall be deemed to have accepted the goods. If the buyer establishes to the company's reasonable satisfaction that the goods are not in accordance with the contract or are defective, the buyers sole remedy shall be limited, as the company may elect, to making good any shortage, to repairing or replacing such goods free of charge or refunding all, or part of, the contract price against return of the goods.
10.4 The company's liability to the buyer whether for any breach of the contract or otherwise shall not in any event exceed the contract price and the company shall be under no liability for any special consequential or indirect loss or damage suffered (including but not limited to loss and profits) or liability to third parties, by the buyer.
10.5 The company shall be under no liability in respect of any defect in the goods:
10.51 if the price for the goods has not been paid in full
10.52 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow installation instructions, installation methods not approved by the company, misuse or alteration or repair of the goods without approval of the company in writing.
10.6 Subject to the provisions of this condition 10, all warranties and conditions whether implied or otherwise are hereby excluded PROVIDED THAT nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the company or affect the statutory right of a buyer dealing as a consumer (as defined in section 12 of the unfair contract terms act 1977)
10.7 When notification is given of a delivery day this is a target and can only be used as a guide, there are many unforseen circumstances that can delay the delivery, EG Weather, Traffic, 3rd Party Carriers, for special deliveries we offer a dedicated service this is around £350 for Mainland England and Wales contact our office if you wish to upgrade to this service.
10.8 It is important that no tradesmen are booked to install your new items before the goods arrive as detailed above we cannot guarentee a delivery day with unforseen circumstances, as Stairplan can take no responsability for any costs incurred due to late delivery.
11. Compliance with Statute
The buyer shall be responsible for ensuring that its use of the goods complies with all and any relevent statutes, statutory instruments and regulations having the force of law and any relevant British Standards and shall fully indemnify the company and keep it indemnified against all costs, claims, demands, expenses and liabilities suffered or incurred by the company as a result of any non-compliance by the buyer.
12. Default by the Buyer
If the buyer fails to make payment for the goods in accordance with condition 6 or otherwise commits a breach of the contract, or if the buyer offers to make any arrangements with its creditors or commits an act of bankruptcy or if any petition of bankruptcy be presented against the buyer or the buyer is unable to pay its debt as they fall due or if being a limited company any resolution or petition to wind up the buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administration, administrative receiver or manager shall be appointed over the whole or any part of the buyers business or notice of intention to appoint an administrator is given by the buyer or its directors or by qualifying floating charge holder or if any distress or execution shall be levied upon any of the buyers goods or a secured lender to the buyer takes any steps to obtain possession of the property on which it is secured or otherwise to enforce its security all sums outstanding in respect of goods shall become payable immediately. The company may in its absolute discretion and without prejudice to any other rights which it may have :- (a) suspend all future deliveries of goods to the buyer and/or terminate the contract without liability on its part; and/or (b) exercise any of its right to condition 9.
and if the price for any goods delivered but not paid for shall become immediately due and payable notwithstanding any previous agreement to the contrary.
13. Intellectual Property Rights
13.1 No right or licence is granted under the contract to the buyer under any patent, trade- mark, copyright, registered design or other intellectual property right except the right to resell the goods.
13.2 If the goods are manufactured by the company or supplied by the company in accordance with designs, specifications or other requirements expressly by the buyer, the buyer warrants to the company that the manufacture or supply of such goods by the company does not infringe the rights of any third party, howsoever arising, and agrees to indemnify the company full against any liability which may arise in respect of such infringement.
14. Set-off and counterclaim
The buyer shall not be entitled to withhold payment of any invoice by reason or any right of set off or counterclaim which the buyer may have or allege to have or for any other reason whatsoever.
Any notice required to be served pursuant to these conditions shall be in writing and served by first class post or facsimile or by hand on the company at Hortonwood 1, Telford, Shropshire, TF1 7GN or such other address as the company may from time to time notify to the buyer and on the buyer at the address notified to the company or in default of notification to the address from which the goods were ordered or if the buyer is a company at the option of the Company at the buyers registered office. A properly addressed notice sent by first class post shall be deemed to have been served 2 days after the date of its despatch. Any notice given by facsimile shall be deemed to have been served twenty four hours after despatch, in proving service by facsimile, it shall be sufficient to show that the facsimile was despatched to the correct facsimile number.
Any provision or term of these conditions which is or may be void or unenforceable shall be to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
No waiver or forbearance by the company, whether expressed or implied, in enforcing any of its rights shall prejudice its right to do so in the future.
The buyer may not assign, subcontract or in any way dispose of its right or obligations under the contract without the prior written consent of the Company.
19. Law and Jurisdiction
These conditions and the contract shall be governed in all respects by the laws of England and any dispute hereunder shall be subject to the exclusive jurisdiction of the English courts.
20. Third Party Rights
A person who is not a party to these conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these conditions.
The company cannot cover against natural timber defects this includes colour variations in the timber, any level of deformation or shrinkage deemed to be normal by the company or its suppliers, knot content, shakes (natural splits) in the timber. See section 23 on Acclimatisation. Defects must be notified of prior to the items being cut or fitted in any way. The buyer must write on the delivery note or refuse the goods at the time of delivery any damage to the packaging and inspect these goods immediately, otherwise if any of the damage or defects on the goods is deemed to be damage caused by force or impact the damage on the goods will be classed as wilful damage as the goods are inspected for this in packaging. All transport costs are to be paid by the buyer.
21.1 All Goods must be checked before any installation work is scheduled or under taken as the company takes no responsablity for any costs incurred by the installer or any third party.
22. Returns policy
The company cannot refund or take return of any Purpose-made product if the product is manufactured to the quality it is intended to be by the company and the dimensions are as agreed to that prior to the manufacture, if the goods are not to the correct specification the company has the right to replace the goods offer a discount on the goods acceptable to the company or to credit the value of the goods. Purpose made products are still manufactured using standard details these details cannot be changed by the buyer only by written confirmation of these changes by the company prior to manufacture.
In respect to standard goods that the buyer as left over in respect to the volume of there original order, the buyer must return the goods to the company in their original packaging and in a condition suitable for resale, these goods are subject to a restocking charge of 25%.The company limits the return or these goods to a time of 28 days from the date of despatch from the company.
...Ammendment Made 26/04/2010...
As the goods sold by the company are targeted mainly to the trade the buyer is asked take great care to order the correct goods.
Important - You should note that acclimatising timber products by leaving in the room or a room with a similar humidity for at least 24 hours is essential if problems associated with shrinkage or expansion are to be avoided. Storing staircases or stair balustrading , for example, in a cold and damp garage for months and then using for immediate internal installation is not good trade practice. This is due to timber being a natural material that both absorbs and loses moisture. The rule of thumb to remember is 'timber plus water/moisture equals expansion' and 'timber plus heat equals shrinkage'. It is therefore extremely important to seal/finish your timber products once installed by painting, staining or varnishing.