1. Definitions:

“seller” means Anthony Rowntree of Prudential Buildings 11-19 Wine Street Bristol BS1 2PH trading as Rowntrees Ltd.

“the purchaser” shall mean the person, firm or seller named in the quotation or order or with whom the contract is made

“the goods” shall mean the goods or any part thereof agreed to be sold as described within any quotation or tender document or on the face hereof and any repaired, replaced or spare parts.

“the services” means the services to be provided by the seller to the purchaser as set out within any quotation or tender documentation or the face hereof

“supplier” means the original manufacturer or supplier of any of the goods to the seller.

2. Contract

2.1 unless previously withdrawn, quotations and tenders are open to acceptance for the period stated therein or if no period is stated, within 30 days from the date thereof, orders placed with the seller require the seller’s acceptance before any contract arises. This shall be evidenced by either the seller accepting the order in writing or by executing the order. The seller’s acceptance shall be subject to these terms and conditions, which are the only basis upon which the seller will do business and shall prevail notwithstanding any printed or other conditions contained in any purchase order, or purchasers acceptances or otherwise brought to the seller’s notice. No other agreement, representation, promise or undertaking or understanding of any kind unless expressly accepted in writing by the seller shall alter, vary supersede or operate as a waiver to these terms and conditions or any other conditions implied by this contract.

2.2 any typographical, clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the seller shall be subject to correction without any liability on the part of the seller.

2.3 the purchaser shall be responsible to the seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the purchaser and for giving the seller any necessary information relating to the equipment within sufficient time to enable the seller to perform the contract in accordance with its terms.

2.4 the purchaser may not cancel any order for goods or services which has been accepted by the seller except with the written agreement of the seller and on terms that the purchaser will indemnify the seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the seller as a result of such cancellation

2.5 any of the seller’s obligations under this contract will be effected during normal working hours, Monday to Friday. Any variations or additional work shall be charged onto the purchaser on a time spent, additional goods, services and materials basis unless the subject of a separate quotation accepted by the purchaser.

2.6 work by other trades, any statutory fees, or charges for work done by any third party is not included. Whilst reasonable care will be taken, the tender does not include for incidental redecoration or other works consequent upon the proper execution of the work.

2.7 in the event that the purchaser decides on alterations to the plan of works as described in the quotation or tender supplied by the seller or the works agreed, the seller reserve the right to charge for any additional time and materials required in any such changes. Decision making by the purchaser is a prominent part of delivery of the goods and services by the seller and of most shop fitting projects. It is essential that the purchaser makes decisions on time to ensure that supply of the goods and services by the seller runs without delays. The seller reserve the right to charge for any additional costs in time and materials for such delays.

2.8 the obtaining of any necessary consents for the installation of the goods, whether from local or other authorities or for ensuring that the installation of the goods is in accordance with the provisions of any by-laws, regulations or statutes shall be the responsibility of the purchaser.

3 Access, Delivery and Commencement

3.1 any dates quoted for delivery of the goods are approximate only and the sellers shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously and expressly agreed by the sellers in writing.

3.2 it is the responsibility of the purchaser to ensure that access and off loading equipment , including labour, is available at the time and on the date stated for works to commence. The seller reserves the right to make a charge of £30.00 per hour (per workman) for time loss if access is unavailable.

3.3 will undertake to ensure that all appointments are met and that work commences on the date stated. Notice of two working days will be provided if it is necessary to rearrange access arrangements. It is the responsibility of the purchaser to ensure that all areas to be worked in are free of all equipment, debris, or other items before work commences. If the purchaser requires assistance in the relevant area prior to commencing work, a quote will be provided.
3.4 the purchaser shall make available at the site all electricity, water and other facilities as the seller may require or as may be necessary for the execution of any works.
3.5 unless otherwise agreed in writing all work is to be performed during the seller’s normal working hours as the seller may determine from time to time.
3.6 time of completion of any services is not of the essence but the seller will use their best endeavours to comply with any schedule agreed by both parties. the seller shall not be liable to the purchaser or be deemed to be in breach of contract by reason of any delay in performance or any failure to perform any of the seller’s obligations if the delay or failure was due to any cause beyond the reasonable control of the seller.
3.7 the seller will obey all proper and reasonable safety rules and instructions, which are in force at the purchasers premises where the works specified herein are being provided. Where no such rules or instructions apply the guidelines set out in the Health and Safety at Work Act’s at work will be adhered to.
3.8 where access to the equipment to be worked on by the seller is deemed to be hazardous by the seller the purchaser shall make the necessary provision for the seller engineer to carry out the work in safety
3.9 any costs incurred by the seller as a direct result of an unsafe working environment such as but not limited to abortive visits or specialist safety equipment shall be the sole responsibility of the purchaser.
3.10 the purchaser hereby indemnifies the seller in respect of all costs, claims and liabilities of whatever nature incurred by third parties as a result of the execution of or the supply of goods and services to the purchaser by the seller.

4 Delays and Extensions of Time

4.1 the seller shall endeavour to carry out the work within the period stipulated in any quotation or tender document or, if no period is stipulated, within a reasonable time, but shall not be held responsible for any loss or damage arising out of delay due to any cause beyond the sellers control.

4.2 in the event that performance of this contract is delayed or interfered with by the purchaser or any other party, contractors or subcontractor the seller may request an extension of the time such request not to be unreasonably withheld by the purchaser.

5 Cooperation with Others.

5.1 where any of the sellers obligations under this contract requires the integration with or cooperation of any other party, contractor or sub contractor it is the purchasers duty to ensure, without exception, that any such party, contractor or subcontractor shall fully cooperate with the seller and any others engaged in the supply of the goods or services and shall not interfere with the performance of the seller so that the seller can execute their obligations under this contract with the utmost speed and consistent with good practice. In case of conflict or where the seller deems that any other party has hindered or delayed the supply of goods or services by the seller the seller, without incurring liability, shall have the right to either terminate this contract without notice or make any reasonable additional charges to the purchaser as the seller deems appropriate.

6. Prices of Goods

6.1 The price of the Goods shall be the seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the seller’s published price list current at the date of acceptance of the order. Prices quoted apply to the quantities and delivery rates as stated and any variation in quantity, specification and rates of delivery may necessitate a price revision. Prices quoted for goods manufactured in countries other than the UK will be subject to adjustment to take account of currency fluctuations and any appropriate adjustment will be recorded on the invoice, on the day of despatch. All prices are subject to value added tax at the appropriate rate.

6.2 The seller reserves the right, by giving written notice to the purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Seller adequate information or instructions.

6.3 Except as otherwise stated in the seller’s written quotation or tender or in any price list of the seller, and unless otherwise agreed in writing between the purchaser and the seller, all prices are given by the seller on an ex works basis, and where the seller agrees to deliver the goods otherwise than at the seller’s premises, the purchaser shall be liable to pay the seller’s charges for transport, packaging and insurance.

7 Charging

7.1 subject to any special terms agreed in writing between the parties, the purchaser shall pay the fees and any additional sums which are agreed between the seller and the purchaser for the provision of the goods and services or which, in the seller’s sole discretion, are required as a result of the purchaser’s instructions or lack of instructions, the inaccuracy of any the purchasers materials, information or specifications or any other cause attributable to the purchaser.

7.2 the fees shall be exclusive of the costs of goods which shall be priced separately. Travel and accommodation expenses and any other out of pocket expenses and disbursements incurred by or on behalf of the seller in providing the goods or services and which shall be invoiced separately by the seller. The seller agrees that the payment of such expenses is subject to such limits and other conditions as may be agreed between the seller and the purchaser from time to time in writing.

7.3 all charges quoted to the purchaser for the provision of the goods and services are exclusive of any value added tax, for which the purchaser shall be additionally liable at the applicable rate from time to time.

7.4 the seller shall be entitled to invoice the purchaser immediately following the completion of each stage of the supply of the goods or services and/or at other times as agreed with the purchaser as set out in the quotation, tender, specification sheet or other written communication to the purchaser from the seller.

7.5 the fees and any additional sums payable shall be paid by the purchaser (together with any applicable value added tax, and without any set-off, counter claim or other deduction) 28 days from the date of invoice, or unless otherwise stated on the quotation. Time for payment is of the essence.

7.6 failure by the purchaser to make payment within the 28 day period shall entitle the seller to suspend work and the sellers shall be entitled to charge and recover interest from the purchaser on the price of the goods calculated at whichever shall be the greater of the statutory interest payable under the late payment of Commercial Debts (interest) Act 1998 or the rate of 4 per cent per annum above the Bank of England base rate from time to time from the due date until date of full payment.

8. Warranty

8.1 the seller warrants all goods furnished hereunder against defects to the extent that same are covered under any warranty offered by the supplier of the goods.

8.2 this obligation is limited to repairing or replacing at the seller’s discretion any part of goods found to be faulty during the said period with the following limitations:

8.2.1 that the purchaser shall give written notice to the seller specifying the nature of the defect seller in the part or parts of the equipment alleged to be defective within 21 days of purported failure.

8.2.2 that the purchaser shall make no further use of the equipment or goods alleged to be defective after the time at which the purchaser discovers that it is defective unless written approval is given by the seller.

8.2.3 that the purchaser shall afford the seller a reasonable opportunity to inspect the equipment alleged to be defective.

8.2.4 the seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions,

8.2.5 failure to follow the seller’s instructions (whether oral or in writing), misuse or alteration or repair of the equipment without the seller’s approval.

8.2.6 the purchaser shall observe the seller’s directions as to the return of the defective product or part or parts thereof to a point specified by the seller within the United Kingdom and as to the collection therefrom of the repaired or replaced product or parts thereof as the case may be or as to facilities for repair on site or otherwise.

8.2.7 the seller accepts no responsibly for any labour expense or transportation cost incurred by the purchaser in replacing or changing defective parts or equipment covered by its warranty unless by specific prior agreement in writing.

8.2.8 the seller’s liability hereunder shall be limited to the cost of providing replacement or repaired parts and shall not, by reason of any representation, warranty or condition whether expressed or implied, include any indirect, incidental, consequential loss, or injury howsoever arising (other than death or personal injury caused by the seller’s negligence) resulting from any defect in work done or from any service or goods provided.

8.2.9 the seller cannot accept any responsibility or liabilities howsoever arising where the purchaser uses third parties to provide or supply designs, work goods or services.

8.2.10 that the purchaser has paid for the goods and services in full.

8.2.11 any goods replaced under warranty will only be warranted for the balance of the original period outstanding.

8.2.12 all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2.13 the seller is not responsible for consequential loss, damage, or repair of any non moving or moving parts due to the failure of any parts or part fitted by the seller, including but not limited to, evaporators flooded or otherwise, condensers flooded or otherwise, heat exchangers electrical wiring, lagging, ductwork, etc except where specifically stated on the contract or quotation.

9 Risk and Liability

9.1 risk of damage to or loss of the goods shall pass to the purchaser at the time of delivery or, if the purchaser wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.

9.2 the seller shall not be liable for any special indirect incidental or consequential damage of any character in connection with or arising out of this contract including but not limited to loss of sales or display areas, productive facilities or equipment, loss of profits, property damage or lost sales or production or other loss or damage whether suffered by the purchaser or any third party and whether or not due to the negligence, howsoever caused or arising. The liability of the seller with respect to any claims arising out of this contract shall be limited to the warranties above.
10 Reservation of Title.
10.1 not withstanding delivery and the passing of risk in the goods or services or any other provision of these conditions, the property in the goods shall not pass to the purchaser until the seller has received in cash or cleared funds the payment in full of the price of the goods agreed to be sold by the seller to the purchaser for which payment is then due.
10.2 until such time as the property in the goods passes to the purchaser, the purchaser shall hold the goods as the seller’s fiduciary agent and bailee, and shall keep the goods separate from those of the purchaser and third parties and properly stored and protected and insured and identified as the seller's property. Until that time the purchaser shall not be entitled to re sell or use the goods or any equipment incorporating the goods. Should the goods be damaged or sold while in the possession of the purchaser the purchaser shall account to the seller for the full cost of replacing the goods at the price the supplier originally supplied the goods to the seller.
10.3 until such time as the property in the goods passes to the purchaser the seller shall be at any time entitled to require the purchaser to deliver up the goods to the seller and if the purhaser fails to do so forthwith, to enter upon the premises of the purchaser or any third party where the goods are stored and repossess the goods.

10.4 the purchaser shall not be entitled to pledge or in any way charge by way of security for any Indebtedness any of the goods which remains the property of the seller, but if the purchaser does so all monies owing by the purchaser to the seller shall without prejudice to any other right or remedy of the seller, forthwith become due and payable.

10.5 unless otherwise agreed by the seller in writing all tools, dies, patterns, designs and other items made or supplied by the seller for the execution of this contract shall remain the property of the seller.

11 Consequential Loss or Damage

11.1 without prejudice to the purchaser's statutory rights, the seller will pass to the purchaser the benefits of any guarantees the seller has received in respect of materials supplied by the seller and undertakes to repair or, if necessary, replace free of charge any materials or work found to be defective if the defect is due to faulty workmanship by the seller, their servants or agents and is brought to their attention within 12 months of the completion of the work, provided nevertheless that:

11.2 The seller has no responsibility for any drawing, design or specification not prepared by them.

11.3 The seller’s responsibility to the purchaser is limited to the fulfilment of the contract in a proper and workmanlike manner and the Seller shall not be liable for any consequential loss or damage arising out of the execution of the contract, unless due to the negligence of the seller their servants or agents.

11.4 The seller shall not be liable for any wear mid tear loss or damage. direct or indirect

11.5 the repair or replacement of any faulty work or materials shall only be carried out by the seller their servants, or agents; otherwise the warranties as to repair or replacement shall not apply.

12 Termination

12.1 Subject to the other provisions of these Conditions, the Contract between the purchaser and the seller shall terminate automatically on the completion of delivery of the Goods and completion of the Services and payment in full of the Fees.

12.2 Either the Seller or the purchaser may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if:

12.2.1 the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 14 days after being required by written notice to do so; or

12.2.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the seller resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under these Conditions) or (in the case of an individual or firm) becomes bankrupt or compounds with or convenes a meeting of his or its creditors or has a receiver or manager or an administrator appointed (or suffers an analogous appointment under another jurisdiction) or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts

13. General

13.1 any provision of this contract which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

13.2 any notice or demand which under this contract must or may be given by the owner or the purchaser shall be in writing and be made by mail to the purchaser at its invoice address and to the owner at the depot at which the contract was made.

13.3 this contract shall be governed by and construed in accordance with English law and shall be subject to the jurisdiction of the English courts.

13.4 no variation can be made to these terms and conditions (including fees) without the written consent of the owner.

13.5 these conditions (and any terms stated overleaf) constitute the entire agreement between the owner and the purchaser. all other terms and conditions, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.