TERMS & CONDITIONS OF CONTRACT
The following Conditions shall apply to all contracts entered into by or on behalf of Whitlock & Lowe Limited trading as Montpelier Joinery
1.1 In these Terms
“CONDITIONS” means the standard Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
“CONTRACT” means the Contract for the sale and purchase of the Goods and if contracted for the supply of the Services;
“CONTRACT PRICE” means the price of the Goods and Services to be supplied by Montpelier Joinery as agreed;
“CONSTRUCTION PROJECT” means the Construction Project of the Customer referred to in the Specification consisting of a number of separate, independent Contracts including this Contract;
“CUSTOMER” means the person who accepts Montpelier Joinery’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by Montpelier Joinery;
“GOODS” means the Goods (including any instalment of the Goods or any parts for them) which the Seller is to supply in accordance with the Contract;
“PLANNING EXPENSE” means all costs and expenses incurred by or on behalf of Montpelier Joinery in connection with the initial and all subsequent planning applications (including re-submitted or renewed applications) on behalf of the Customer;
“MONTPELIER JOINERY” is a trading name of Whitlock & Lowe (registered in England under number 03453676);
“SERVICES” means the Services as appropriate for delivery, construction/erection of the Goods to be supplied by Montpelier Joinery in accordance with the Contract and as more particularly set out in the Specification together with any other Services which are ancillary (such as planning) and have been agreed to be performed as part of the Contract;
“SPECIFICATIONS” means the Specifications for the Goods and/or Services as agreed between the Customer and Montpelier Joinery;
“WRITING”, and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2.1 Acceptance by Montpelier Joinery of the Customer’s order is conditional upon acceptance by the Customer of these conditions, which shall prevail over any terms or conditions of the Customer (apart from alterations to or departures from these conditions specifically agreed by Montpelier Joinery in writing).
2.2 The Customer hereby acknowledges that the Goods and Services supplied hereunder relate only to the supply and construction of the Montpelier Joinery element of the Customer’s Construction Project. The Customer further acknowledges and confirms that in entering into this Contract the Customer is aware that the Customer may be required to contract directly with other contractors separately and independently from Montpelier Joinery in order to complete the Construction Project and recognises that Montpelier Joinery are not providing or contracting to provide any other work other than the supply of the Goods and Services hereunder and nor are they project managing the work of others. Accordingly Montpelier Joinery is not responsible for the completion of or failure to complete any additional works required which are not included within the Goods or Services to be supplied hereunder.
2.3 Montpelier Joinery shall sell and the Customer shall purchase the Goods in accordance with Montpelier Joinery’s written quotation, subject in either case to these Conditions.
2.4 Montpelier Joinery’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by Montpelier Joinery in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects the liability of either party for fraudulent misrepresentation.
- QUOTATIONS, CONCLUSIONS OF CONTRACTS
3.1 All quotations issued by Montpelier Joinery shall not be considered to be offers placed by Montpelier Joinery but shall be valid for a period of 14 days from the date thereof or such longer period as may be agreed between the parties in writing.
3.2 The Contract Price is based upon uninterrupted access to the Customer’s premises until completion of the Services and Montpelier Joinery reserves the right to increase the Contract Price by an appropriate and reasonable amount in circumstances where uninterrupted access is not provided.
3.3 The Customer consents to Montpelier Joinery providing the Services as soon as possible and if appropriate within any legislative period allowed for cancellation (“Cancellation Period”).
- CONSTRUCTION TIME
4.1 Montpelier Joinery will use its best commercial endeavours to deliver the Goods and, where appropriate, to complete the Services in the Specification within a reasonable period of time but Montpelier Joinery shall not be liable for any loss or damage whatsoever suffered by the Customer as a result of any failure by Montpelier Joinery, for whatsoever reason, to deliver the Goods or to complete the Services by any specified date. Unless specifically agreed in Writing between Montpelier Joinery and the Customer time for delivery of the Goods or completion of the Services shall not be of the essence of the Contract.
4.2 Montpelier Joinery will not be liable to the Customer for any delays in the provision of, or failure to provide the Goods or Services where such delays or failure arise from matters which are beyond the reasonable control of Montpelier Joinery. The Customer shall be responsible for ensuring the accuracy of any approvals, permissions, consents or agreements (including party wall agreements) applied for by the Customer or where relevant and by agreement, by Montpelier Joinery on behalf of the Customer. It may not be possible or advisable to proceed with the services until the same are obtained.
4.3 If the Construction Project is one which requires planning permission and if planning permission is refused Montpelier Joinery shall be entitled to resubmit or renew that application or alternatively appeal the refusal. In the event that any resubmission, renewal or appeal is unsuccessful in overturning the refusal, Montpelier Joinery shall within 14 days of receiving confirmation of the same, reimburse to the Customer such monies as have been received towards the Contract Price less the Planning Expense. If the monies received are insufficient to cover the Planning Expense the Customer shall be liable to pay the difference to Montpelier Joinery.
- MATERIALS & OWNERSHIP
5.1 The property of the goods, whether fixed or unfixed, shall not pass to the Customer until the full Contract Price of the goods and all sums from time to time owing by the Customer in respect of the goods (but excluding any charges levied for the installation or erection of the goods) to Montpelier Joinery (whether under this or any other Contract) shall have been paid in full; such goods are referred to as “retained goods”. Until payment of all such sums the Customer shall hold the retained goods in a fiduciary capacity for and behalf of Montpelier Joinery.
5.2 Until such time as the property in the retained goods passes to the Customer, Montpelier Joinery shall be entitled at any time to require the Customer to deliver up the retained goods and shall be deemed irrevocably to authorise Montpelier Joinery to enter upon any of the Customer’s premises, with or without vehicles, for the purpose of removing the retained goods.
5.3 The repossession of retained goods by Montpelier Joinery in accordance with this clause 4 shall be without prejudice to all or any of Montpelier Joinery’s other rights against the Customer under the Contract.
5.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness the retained goods or any part of them which remain the property of Montpelier Joinery, but if the Customer does so the full Contract Price (insofar as it has not been paid) shall (without prejudice to any other right or remedy of Montpelier Joinery) forthwith become due and payable.
All Goods delivered to the Customer whether fixed or unfixed and notwithstanding clause 5.1 above shall be at the sole risk of the Customer and in the event of the Goods or any part thereof being lost, damaged, destroyed or stolen, howsoever occurring before payment for them in full has been made to Montpelier Joinery, the Customer shall nonetheless pay to Montpelier Joinery the full value of any such Goods and the full value of any of the work damaged, destroyed or lost together with any additional costs incurred by Montpelier Joinery in replacing any such Goods and in reinstating or restoring any such work provided, however, the Customer shall not be responsible for any damage or loss sustained arising solely from the negligence of Montpelier Joinery, its servants or Agents.
7.1 Delivery of the goods shall be made, and risk of damage to or loss of the goods shall pass to the Customer when Montpelier Joinery delivers the goods roadside to that Customer or to a place designated by the Customer.
7.2 Claims against Montpelier Joinery for short or incorrect delivery shall be notified to Montpelier Joinery in Writing within 7 days of receipt of the goods. Montpelier Joinery shall make good shortage or errors in delivery within a reasonable time thereafter and Montpelier Joinery shall not thereafter be liable for any loss whatsoever arising out of such shortages or errors in delivery. The Customer shall not be entitled to reject the goods if no notice of short or incorrect delivery is notified to Montpelier Joinery as set out above.
7.3 All delivery dates are week commencing and are estimate only.
7.4 Provision must be made by either the client or the client’s builder for Montpelier Joinery’s waste by form of skip.
7.5 In the event the Customer fails to take delivery of the Goods (or any part of the Goods) or fails to give Montpelier Joinery adequate delivery instructions at the time of delivery (other than by reason of any cause beyond the Customer’s reasonable control or by reason of Montpelier Joinery’s fault) then without limiting any other right or remedy available Montpelier Joinery may store the Goods and any relevant storage charges incurred for the same shall be charged to the Customer and be immediately due and payable or sell the Goods at the best price obtainable and charge the Customer any shortfall below the price of the Goods under the Contract.
All joinery and timberwork comes to site with a primer coat only ready for painting by others. The Customer acknowledges that the Goods require further protection. Any further protection and maintenance of the timber is the responsibility of and an expense of the Customer.
- SITE FOOTPRINT / ACCESS
In all cases the Customer is responsible for the accuracy of the groundwork or building footprint in relation to their house, garden. The Customer will be responsible for agreeing the footprint setting out prior to excavation of foundations. The Customer shall provide good access (sufficient for the use of heavy goods vehicles and machinery) and shall be responsible for rectifying any damage to any lawn, hedge, driveway or other Customer property caused by the provision of the Services including the use on the Site of any heavy goods vehicles or machinery unless such damage is caused by the negligence of Montpelier Joinery who, in such circumstances shall be responsible for the same.
All stain marks are natural and will occur and fade with time. Any site protection of goods or fixtures from staining must be done by others e.g. driveway, dwarf walls etc.
- COMPLIANCE WITH LAW AND REGULATIONS
It shall be the sole responsibility of the Customer to comply in every aspect with all relevant Planning and Building Regulations requirements, statutes, order in council, regulations, by-laws or other lawful requirements and to obtain all necessary consents, licenses, permits or authorities which may be required in connection with any work to be performed pursuant to the Contract notwithstanding that Montpelier Joinery may provide (at their discretion) assistance in this respect.
- PAYMENT TERMS
12.1 Upon entering into the Contract the Customer shall forthwith pay to Montpelier Joinery a deposit.
12.2 Following the passing of any planning application (whether or not the same has been subject to amendment and/or alteration and/or resubmission and/or renewal and/or appeal by either the Customer or by Montpelier Joinery) the Customer shall within 30 days thereafter pay such sum as is required such that the total payment equals 40% of the contract price (if less than a 10% deposit was paid). In the event that planning permission is not required or Montpelier Joinery are instructed to proceed without such permission the balance to 40% shall be paid forthwith and in any event within 30 days of entering into the Contract. Subject to payment being made in accordance with this clause Montpelier Joinery shall waive such Planning Expense as it may be entitled to recover or charge for.
12.3 Following payment in accordance with clause 12.2 above Montpelier Joinery shall agree with the Customer a week commencing date for delivery of the Goods and will commence manufacture.
12.4 The Customer shall pay a further 50% of the Contract Price 14 days prior to delivery.
12.5 The remaining 10% of the Contract Price shall be paid by the Customer upon Montpelier Joinery notifying the Customer of completion of the Services.
12.6 Montpelier Joinery will suspend delivery of Goods or the provision of the Services at any time when any sum pursuant to clauses 12.1 to 12.5 above are due and have not been received by Montpelier Joinery in cleared funds. Montpelier Joinery do not guarantee or warrant that the timing of the resumption of the Services shall be in any way proportional to the length of the Customer’s delay in paying and the Customer shall indemnify Montpelier Joinery in respect of any costs incurred by Montpelier Joinery as a result of such delay. Any sum pursuant to clauses 12.1 to 12.5 above which has not been so received on the date due shall incur interest at a rate of 5% per annum above the base rate of Barclays Bank plc from time to time.
12.7 The Customer shall not be entitled to withhold payment as a result of any failure of any other contractor in complying with the terms of that contractor’s agreement with the Customer in connection with the Construction Project.
12.8 All payments made pursuant to this clause 12 shall be made without set-off deduction or counterclaim by the Customer.
12.9 If the terms of clause 4.3 are engaged and if any altered or varied application that you instruct us to make is also refused (there being the same right to then resubmit or renew or appeal that altered or varied application on the part of Montpelier Joinery) then the reimbursement as set out in clause 4.3 shall apply.
12.10 For supply only contracts the payment referred to within clause 12.2 shall increase to 50%. Clause 12.5 shall not apply to supply only contracts as payment in full needs to be made prior to delivery.
- STRIKES ETC. (FORCE MAJEURE)
13.1 Montpelier Joinery shall not be liable to the Customer if it is unable to carry out any provision of the Contract for any reason beyond its control including (but without limitation) Act of God, Pandemic, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock-out, strike, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure parts or materials required for the performance of the Contract (“Force Majeure”).
13.2 Montpelier Joinery shall notify the Customer as soon as reasonably practicable after the circumstances preventing performance arise. During the continuance of such event of Force Majeure Montpelier Joinery’s contractual obligations shall be suspended until the Force Majeure has fully abated, without liability to the Customer for any loss or damage whatsoever suffered directly or indirectly by reason of any such suspension.
- DRAWINGS AND PLANS
Whilst Montpelier Joinery will take all reasonable care to ensure that working plans, diagrams and drawings provided to the Customer are adequate to facilitate the erection or installation of the Goods in a proper and workmanlike manner, it shall, in those cases where the erection or installation of the Goods is not undertaken by Montpelier Joinery, and in relation to any part of the structure not erected by Montpelier Joinery, be the sole responsibility of the Customer to ensure that all working plans, diagrams and drawings meet with the Customer’s requirements in every aspect and furthermore, it shall be the sole responsibility of the Customer in such cases to ensure the erection of the goods in a proper and workmanlike manner. Montpelier Joinery shall have no responsibility to provide working plans, diagrams and drawings in respect of works being undertaken by others.
Please refer to the latest Montpelier Joinery warranty product guidance at www.montpelierjoinery.com as amended from time to time.
- DATA PROTECTION AND DATA PROCESSING
16.1 For the purposes of data protection legislation, the Customer is the data controller and Montpelier Joinery is the data processor. Montpelier Joinery shall, in relation to any personal data processed in connection with the performance by Montpelier Joinery of its obligations under the Contract, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of or damage to personal data appropriate to the harm that might arise from the unauthorised or unlawful processing or accidental loss, disruption or damage and appropriate and proportionate to the nature of the data to be protected.
16.2 Montpelier Joinery will ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential. Montpelier Joinery shall not transfer any personal data outside of the European economic area unless the prior consent of the Customer has been obtained and appropriate conditions and safeguards compliant with all current legislation are in place.
- LIMITS OF LIABILITY
17.1 Subject to the provisions of clause 17.5 below the goods are supplied strictly on the Terms that the Customer has satisfied itself of their suitability for their purpose. The Customer acknowledges that all details in catalogues, quotations and acknowledgements of order or similar documents or by word of mouth and all forecasts of performances, howsoever given, are approximate only and do not form part of the Contract unless set out in the Specification.
17.2 Save in respect of death or personal injury caused by Montpelier Joinery’s negligence or liability under the Consumer Protection act 1987 Montpelier Joinery shall not be liable under the Contract, whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or by way of representation (unless fraudulent) or any implied warranty, condition or other term or in any other manner for consequential or indirect loss of whatever nature suffered by the Customer or for special damages, loss of use, (whether complete or partial) of the goods, or loss of profit.
17.3 The entire liability of Montpelier Joinery under or in respect of the Contract shall not exceed the Contract Price except as expressly provided by these Conditions.
17.4 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 and/or such equivalent provision in the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
17.5 Where the Goods are sold or the Services provided to a consumer the statutory rights of the Customer are not affected by these Terms.
- GOVERNING LAW
The Contract shall be governed by the laws of England and the Customer agrees to submit to the exclusive jurisdiction of the English Courts.
19.1 Interest will be charged monthly on unpaid accounts at the rate of 5% above the base rate of Barclays Bank plc from time to time.
19.2 Where the Contract is cancelled for whatever reason, the Customer shall indemnify Montpelier Joinery in full against
(i) Such third party costs and expenses incurred by Montpelier Joinery up to the time of cancellation and (ii) Montpelier Joinery’s loss of profit on the Contract such that they are put into the position they would have been had the Contract proceeded. For the avoidance of doubt a Customer’s failure to give instructions to pursue or otherwise progress any necessary application for planning permission shall be an event which Montpelier Joinery shall treat as cancelling the Contract.
19.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
19.4 No term of this Contract is intended for the benefit of any third party and the parties do not intend that any term of this Contract should be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.5 Any notices to be given by the Customer to Montpelier Joinery hereunder or any other communications from the Customer to Montpelier Joinery in respect of the Contract shall be in Writing and shall be effective if received by a director of Montpelier Joinery, but not otherwise.
20.1 Where the goods are supplied for export from the United Kingdom, the provisions of this Condition 18 shall (subject to any special terms agreed in writing between the Customer and Montpelier Joinery) apply notwithstanding any other provision of these Conditions.
20.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
20.3 The Goods will be sold ex works.
Montpelier Joinery reserves the right to photograph the completed project for our records and/or marketing. Copies will be available at nominal cost but copyright will remain that of Montpelier Joinery.
Quotations for insulation may be subject to change due to Building Regulation requirements. All changes due to Building Regulation requirements not shown or included in our quotation are over and above our quotation and will be chargeable. Montpelier Joinery do not recommend or guarantee the work of any third parties who may be contracted by the Customer on the Construction Project. No implied/collateral contract exists between the Customer and Montpelier Joinery in respect of the provisions of any Goods or Services by any other party for the purposes of the Construction Project. Montpelier Joinery shall not be liable for any loss arising from any defects which are due to defects in or on an adjoining building to which the Goods are attached.