Terms of Sale

Terms and Conditions of Installation

1) All work carried out is based on a 40 hour week (8am-5pm) Monday-Friday.
2) All rooms to be free and easy access, clear of contractor’s debris.
3) The contract is based upon one visit with continual progress unless agreed in phases.
4) Price is based upon one visit per room per phase per contract.
5) Where we undertake site surveys the appropriate areas should be complete; partition walls should be boarded, solid walls should be final coat plastered, any piping and pipe work and concealment of such including boxing and columns should be formed. Trunking and window boards should be fitted where this affects the fit of our furniture.
6) All rooms to be to an acceptable for installation of Deanestor Plc furniture clean, square walls, 1st coat decoration, flooring and ceiling installed.
7) No provision has been made for the installation of or final connections to plumbing and electrical appliances. This is not within our scope of works.
8) Where delays occur outside of Deanestor Plc control the contractor / client will be notified immediately so that scheduling amendments and commercial implications can be assessed and agreed upon.
9) Prior to installation all contractual agreements are to be implemented i.e. Risk Assessment, Method Statements, Quality Plans, Releases, Handovers, Health & Safety information etc
10) Delivery to site to be agreed with prior arrangements for secure storage of furniture.
11) Ambient conditions on site for storage and fixing must be clean, within the temperature range 10-24 oC and within the relative humidity range of 20-65%.
12) Storage of veneered furniture, prior to installation, should be out of direct sunlight.
13) Access to site should be suitable for delivery and off loading of furniture.
14) Builders works by others. No provision has been made for making good holes and damage caused by other contractors.
15) Sealing of upstands to walls is not within our scope of works unless agreed in advance.
16) Silicon sealant is not included within our scope of works unless agreed in advance.
17) Where Deanestor Installation Dept. hand over rooms as completed, Deanestor Plc accept no responsibility regarding damage to units by other contractors after room handover.  Client/Contractor should make provision to protect our works, unless this forms part of Deanestor contractual obligations.
18) These terms & conditions are in addition to our standard terms & conditions.
19) Where design changes have a direct bearing upon installation the contractor/client will be notified of any commercial implications.

Deanestor Terms and Conditions

Generally
1.1 These terms apply to all contracts entered into by Deanestor Plc (herein after called "the Company") for the supply or supply and installation of goods.
1.2 These terms shall prevail over any terms put forward by the customer unless expressly agreed to the contrary in writing signed for by a Director of the company.
1.3 No conduct by the company shall be regarded as acceptance of the customer's terms.
1.4 In the event that a standard form of agreement is to be entered into between the company and the customer, and is referred to in the company's quotation, the contract shall comprise the conditions incorporated therein, including any amendments agreed to in writing by the company, together with these terms and any other documents referred to in the quotation submitted by the company.
1.5 If these terms are in conflict with terms contained within any of the other contract documents then these terms shall prevail.
1.6 No variation in these terms is to be valid unless made in writing and signed by a Director of the Company.
1.7 No statements made outside the written contract in brochures, catalogues, sales literature, correspondence or orally during negotiations are intended to have legal effect.
1.8 No order or acceptance of the Company's quotation is to form a binding contract unless and until it is acknowledged by the Company in writing.
1.9 Should any order be manufactured complete or in part before receipt of any instructed variation in writing, then those goods will be charged at the full price.
2. Delivery
2.1 Time is not of the essence in respect to the delivery of goods and the Company accepts no liability for the consequential costs of any delay in delivery.
2.2 In the case of supply only contracts and unless expressly provided for otherwise, delivery is from the Company's vehicle tailboard.
2.3 This contract is divisible.  Each invoice for work performed in any month shall be payable by the customer in full without reference to and not withstanding any defect or default in the work performed or to be performed in any other month.
3. Storage
3.1 At the time when the goods are ready for delivery, the Company will give the customer three working days notice of intention to deliver.  If for any reason the customer is unable to accept delivery then the Company may arrange storage for the goods and  a) the goods shall be at the Customer's risk as regards all loss of damage and b) the Customer will be responsible for the costs of storing the goods and will reimburse the Company the amount per week or part thereof as stated on the Company's quotation.
4. Payment
4.1 The prices quoted by the Company do not include any provision for Value Added Tax and the Company reserves the right to increase quoted prices by an amount equal to the current rate of Value Added Tax.
4.2 The price quoted by the company is open for acceptance for a period of 90 days from the date of the quotation and is fixed during this period after which clause 4.3 shall apply.
4.3 In the event of any increase in the cost to the Company of materials, labour, overheads or any increase in taxes or duties, or any variation of exchange rates, the Company may increase the price payable under this contract accordingly.
4.4 The company shall issue invoices at the times identified on the Company's quotation and the Customer shall pay the full amount due within 30 days of the date of the said invoices.
4.5 In the event that any invoice remains unpaid for more than 30 days from the date of the said invoice, the Company shall be entitled to interest on the overdue amount at a rate of 4% over the prevailing base rate compounded monthly.
4.6 Times for payment by the Customer are of the essence and, in the event of an invoice remaining unpaid for a period of more than 44 days from the date of invoice, the Company may terminate the contract.
4.7 All payments made by the customer may be retained by the Company in the event of the contract being terminated for any reason.
4.8 The customer shall pay the price in full without any discount, deduction, set-off or abatement on any grounds, unless otherwise agreed in writing by the Company.
4.9 Without prejudice to any other rights and remedies which the Company may possess, if the Customer shall fail to make any payment to the Company as herein provided and such failure shall continue for 7 days following written notice from the Company then the Company may suspend further execution of work or deliveries under this contract until such payment shall have been made.
5. Damaged Goods
5.1 The customer will inspect the goods at the time of delivery and will notify the Company of any shortages, defects in the goods or any other complaint in respect of them immediately.  If the Customer fails to comply with this clause the Company will be under no legal liability in respect of any alleged shortage, defect or complaint.
6. Quality
6.1 The company warrants the goods against defects in design, materials and workmanship for a period of twelve months from delivery or installation, as applicable, provided that such defects arise out of proper use and are notified to the Company as soon as discovered or are reasonably discoverable.
6.2 Following receipt of notifications under 6.1 the Company shall as soon as reasonably practicable and at its option replace or repair the goods so as to remedy the defects without further cost to the Customer and no liability is accepted by the Company in respect of any alleged consequential loss.
6.3 Unless otherwise agreed in writing, the Customer shall, as soon as reasonably practicable after discovering any such defect, return the defective goods or part thereof to the Company.
6.4 The Company warrants that it has used reasonable skill and care insofar as it has carried out design works or selected equipment and/or materials.  No liability is accepted by the Company for materials specified or furnished by the Customer.
6.5 Not withstanding the above, the Company does not accept liability for any direct or consequential loss arising from a defect attributable to misuse, inadequate or improper maintenance, modification or storage by the Customer.
6.6 The Company warrants that the goods shall conform as to quantity, quality and description with the particulars stated in the quotation.
6.7 In the case of supply and installation contracts the Company gives no undertaking that the installation is fit for any particular purpose and the customer having greater knowledge of his own requirements, relies entirely on his own skill and judgement in evaluating the suitability of the installation for his purpose.
7. Retention of Title
7.1 The property in the goods supplied by the Company, whether mixed or made accessions to other goods of the Customer or a third party, shall remain in the Company until such time as the Company has received payment in full of all sums owed to it by the Customer, whether arising out of this or any other contract.  Such goods are herein referred to as retained goods.
7.2 Until such time as all aforesaid amounts are paid, the Customer shall be the bailee of the retained goods for the Company and shall store them separately, so that they are clearly identifiable as the property of the Company.  Furthermore, the Customer shall insure the retained goods from the date of delivery against all usual risks for their full replacement value.
7.3 The customer may, subject to 7.4 below, use the retained goods in the ordinary course of its business provided that any proceeds of sale of such goods shall be held in trust by the Customer for the benefit of the Company absolutely.
7.4 The customer's right to possession of the retained goods shall cease: 1) forthwith on notice from the Company if the Customer is in default of any obligation under this or any other contract with the Company or if the Company has reasonable doubts in respect of the ability or willingness of the Customer to pay any sums owed to it.  2) automatically upon the occurrence of any of the following, a) if the Customer causes a meeting of or makes any arrangement or composition with its creditors; or b) if the Customer becomes insolvent to be unable to pay a debt or to have no reasonable prospect of paying a debt; or c) if there is presented a petition for the winding up of the Customer or for the appointment of an Administrator of its undertaking; or d) if the Customer has an Administrator or Administrative Receivers appointed over any of its assets or undertakings or a winding up order made against it or goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction).  On cessation of the Customer's right to possession of the retained goods in accordance with this clause the Customer shall as its own expense make the retained goods available to the Company and allow the Company to repossess them.
7.5 The customer hereby grants the Company, its agents and employees an irrevocable licence to enter any premises where the retained goods are located in order to repossess or inspect them at any time.
7.6 The repossession of retained goods in accordance with clause 7 hereof is without prejudice to all or any of the other rights and remedies the company possess under the contract.
8. Force Majeure
8.1 If due to any matter outside the control of the Company there is a shortage of goods of a type to be supplied under this contract, so that the Company has, or can obtain or manufacture insufficient goods to satisfy its contracts with the Customer and its other customers, the Company may allocate the goods available in it between the customers with whom it has contracts for the supply of such goods, and may make that allocation on such basis as it sees fit.  In that case: a) the Customer will accept and pay for any goods delivered to it at a price proportionate to the contract price in the same ratio as the quantity delivered is to the contract quantity, b) the Company shall be treated as having discharged its obligations to deliver goods under this contract and shall not be liable for breach of contract in respect of failure to deliver the full contract quantity.
9. Government Law
The contract shall be governed and construed in accordance with English Law.
10.   Arbitration
10.1 Any dispute arising out of or in connection with this contract shall be referred in and finally resolved by arbitration.
10.2 Where either party to the contract requires a dispute or difference as referred to at clause 10, to be referred in arbitration then either party shall give written notice to the other to such effect and such dispute or difference shall be referred to the arbitration and final decision of a person to be agreed between the parties or to be appointed on the request of either party by the President or a Vice-President for the time being of the Chartered Institute of Arbitrators.
10.3 The Arbitrator shall have the power to order any party to provide security for the legal or  other costs of any other party in any manner as the Arbitrator sees acceptable.

ACCEPTED FOR & ON BEHALF OF:

______________________________________________

SIGNED: ______________________________________

NAME: ________________________________________

POSITION: ________________________ ____________

DATE:  ________________________________________