Terms & Conditions of Sale

Interiors Manufacturing Limited trading as Longden Doors
Registered Office:
Cunard House
Regent Street
London
SW1Y 4LR
Registered in England 07693359
Please retain for your records

DEFINITIONS

1. IN these Conditions (unless the context otherwise requires)

(1) ‘the Company’ means Longden Doors and also (where the context so permits) its assigns and any sub-contractor for the said company
(2) ‘Goods’ means the doors, frames, doorsets, ironmongery, screens, panels and associated articles or things or any of them described in the Contract.
(3) ‘Services’ means the services (if any) to be provided to the Buyer by the Company pursuant to the Contract.
(4) ‘the Buyer’ means the person, firm or company with whom the Contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or Company.
(5) ‘Company’s Premises’ means the premises mentioned in the Company quotation or other contractual document in respect of the Goods or if not so mentioned means the Company's premises at Langley Mill, Nottingham NG16 4AZ.
(6) ‘Buyer’s Premises’ means the premises specified as such in the Contract.
(7) ‘the Contract’ means these Conditions of Sale, the Company’s acknowledgement of the Buyer’s order for the Goods and/or Services and such order and if there shall be any inconsistency between the documents comprising the contract they shall have precedence in the order herein listed
(8) words in the singular shall include the plural and vice versa
(9) reference to any gender shall include the others, and
(10) references to legal persons shall include natural persons and vice versa

GENERAL

2. THESE Conditions shall be deemed to be incorporated in the Contract and in the case of any inconsistency with any

order, letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on the Company’s behalf. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

ORDERS

3 (1) NOTWITHSTANDING that the Company may have given a detailed quotation no order shall be binding on the

Company unless and until it has been accepted in writing by the Company. The Buyer is required to have provided all relevant information to the Company at the time that an order becomes binding on the Company. Should it later be discovered by the Company that all relevant information was not provided to the Company then the Company will be entitled to amend the terms of the order to reflect the implication of the information that was not provided to the Company at the required time.
(2) It is the Buyer’s responsibility to check that the Company’s written acceptance of the order is correct. Any discrepancy between the Buyer’s order and the Company’s acceptance must be notified to the Company in writing within seven (7) days of the date of such acceptance. In the absence of such notification the Company shall be entitled to supply goods in accordance with the acceptance, and the Buyer shall be obliged to pay the agreed contract price thereof.
(3) Although additions by the Buyer to an order are welcomed, they will be treated as a new order, and should not be regarded by the Buyer as necessarily being on the same terms and conditions as the main order, unless expressly stated to be so by the Company in writing.
(4) The Company reserves the right to refuse to make any modifications to an order once it has been accepted. If, in its absolute discretion, the Company agrees to the Buyer’s request for modifications, the Company may impose additional charges to be notified in writing to the buyer.

SPECIFICATION CHANGES

4 The Company reserves the right to make any alteration in the specification or design of any Goods without notice and

to deliver Goods conforming to the altered specification or design in fulfilment of any order for Goods provided that the Goods delivered are suitable for general use or for such specific purpose of which the Buyer has given written notice to the Company.

PRICES

5 (1) UNLESS otherwise agreed by the Company in writing:-

(a)The price payable for Goods and/or Services shall be the quoted price of the Company contained in the Company’s final quotation made in writing to the Buyer.
(b)The Company’s prices are subject to variation to take account of variations in wages, materials and other costs since the date of the order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original contract price.
(c)The price quoted as payable for the Goods and/or Services is based upon the manufacture of the Goods and/or Services being carried out during the Company’s normal working hours (which are from 7.30 am to 4.30 pm Monday to Thursday inclusive and from 7.30 am to 12.30 pm on Friday). If the Buyer requires the Company to work outside these hours the Company shall be entitled to charge the Buyer for all overtime worked at a rate to be notified in advance to the Buyer in writing. The Company shall not be liable for any errors or omissions contained in the final quotation.
(d)The Company may charge the Buyer an extra sum for any site visits and abortive or excessive numbers of tenders prepared.
(2) All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

ADDITIONAL COSTS

6 (1) The Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyer’s instructions or lack

of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, agents or employees.
(2) The Company reserves the right to make an additional charge for any extras ordered by the Buyer and not specified in the quotation and also for the expense of all inspections, tests alterations or additions or any other work undertaken at the Buyer’s request. In particular, but without prejudice to the generality of the foregoing, the Company may impose a charge for inspecting and/or testing Goods and/or Services alleged by the Buyer to be defective, or not in compliance with their contractual description, if the Company determines that the Goods and/or Services are not defective and/or do comply with their contractual description and/or any defects are not the responsibility of the Company under the terms of the contract.

CREDIT TERMS

7 (1) THE provision of a credit facility is a matter for the unfettered discretion of the Company, as is the amount of credit

extended. Should a credit facility be offered, it is on the condition that it may be reduced or cancelled without prior notice. On withdrawal of a credit facility, all amounts owing thereunder shall become immediately payable to the Company. Credit Terms where granted shall apply only so long as the amount outstanding on this or any other contract between the Company and the Buyer does not exceed the Buyer’s credit limit. Should the credit limit be exceeded, or if it would be exceeded by further deliveries, payment before delivery will be required.
(2) Credit facilities will not be approved for orders of a price less than £5,000 (excluding VAT) except where a current trading account exists. Without prejudice to the Company’s right to refuse or withdraw any credit facility or alter the amount of credit extended without notice, credit shall be extended for one calendar month from the last day of the month in which delivery occurred, and no longer.
(3) If credit repayment is overdue on this or any other contract between the Company and the Buyer, then the Company may refuse to supply any further goods or services to the Buyer under any contract that it may have with the Buyer, without liability to the Company. The Buyer shall be liable for any loss, damage or expense arising out of any withdrawal or reduction of credit or refusal to supply further goods and services in accordance with this clause, including any loss damage or expense suffered by the Company thereby.

PATENTS

8 THE Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company

or for which it may be liable due to or arising out of any infringement or alleged infringement of patents, trade marks, copyright, design right or other intellectual property right occasioned by the manufacture or sale of the Goods and/or the performance of the Services if made or carried out to the specification or special requirements of the Buyer.

INTELLECTUAL PROPERTY

9 THE Buyer hereby acknowledges that all intellectual property rights pertaining to any specifications, details and drawings

prepared by the Company in conjunction with any quotation or acceptance of an order, and any subsequent data specifically provided for the customer belong exclusively to the Company and shall remain its exclusive property.

FREE ISSUE MATERIALS

10 THE Company accepts no responsibility, whether by reason of breach of contract, duty or in tort or otherwise, for loss

or damage to free issue materials or components supplied to it. Such materials or components are not insured by the Company, and the Buyer should therefore arrange for adequate insurance cover.

TERMS OF PAYMENT

11 (1) UNLESS otherwise agreed by the Company in writing, and subject always to the credit provisions of Clause 7 hereof,

payment for the Goods and/or Services shall be due in cleared funds not later than the date of the invoice save payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 22 hereof
(2) If the Goods are delivered in instalments and/or Services are provided on discrete occasions the Company shall be entitled to invoice each instalment as and when delivery thereof has been made or performance thereof has been effected and payment shall be due in respect of each instalment whereof delivery has been made or whereof performance has been effected notwithstanding non delivery of other instalments or other default on the Company’s part.
(3) If upon the terms applicable to any order the price shall be payable by instalments of if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith and the Company shall be entitled to suspend work and further deliveries in respect of such order until payment has been made.
(4) The price of the Goods and/or Services shall be due in full to the Company in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set-off lien or any other similar right or claim.
(5) Without prejudice to the Conditions hereof, if the Buyer wishes to raise any queries concerning an invoice rendered to it by the Company pursuant to the Contract it must provide a written query to the Company’s Credit Control within seven days of the date of the invoice.
(6) If the Buyer fails to give notice in accordance with 11(5) above concerning an invoice rendered by the Company to the Buyer then the Buyer will be bound to accept and pay the invoice accordingly.
(7) The time of payment shall be the essence of the Contract
(8) Without prejudice to any other rights it may have, the Company is entitled to charge interest at 2% per calendar month or part thereof compounded monthly on overdue payments of the price of the Goods or the Services or the price of any instalments thereof.
(9) Furthermore without prejudice to the above, the Company shall be entitled to recover from the Buyer all reasonable legal, administrative and other costs and expenses incurred in recovering overdue payments of the price of the Goods and/or Services.
(10) The Company shall only release the Operation and Maintenance Manuals when the Buyer has paid for the Goods in full.

DELIVERY

12 (1) The period for delivery of the Goods or performance of the Services shall be the period stated in the Contract or

 (if not so stated) the period within which the Goods are intended to be despatched from the Company’s Premises or the Services are intended to be provided (as the case may be) and shall be calculated from the time of the Company’s acceptance of the Buyer’s order or from the Company’s receipt of all necessary information to enable the company to manufacture or procure the manufacture of the Goods whichever shall be later and the buyer shall take delivery of the Goods or accept performance of any services within that period.
(2) All times or dates given for delivery of the Goods or performance of Services are given in good faith but without any responsibility on the Company’s part. Time of delivery or performance shall not be of the essence of the Contract or any other contract nor shall the company be under any liability for any delay beyond the company’s reasonable control.
(3) Where the goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the buyer for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979.
(4) The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.
(5) The Buyer shall ensure that the agreed delivery site can be reached with reasonable ease by a normal delivery vehicle of the type and size of the Company’s choice and shall provide the labour and facilities necessary to safely unload the Goods at the agreed delivery site. Damage occasioned due to the Buyer’s failure to comply with this clause, or occasioned during the unloading of the Goods shall be the Buyer’s responsibilities.
(6) Without prejudice to any other Conditions here of no liability for non-delivery, loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods and/or Services are not accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non delivery loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods):-
(a)within seven days of delivery (or in the case of services within seven days of completion of the services) for loss, damage or non- compliance with the Contract or
(b)within ten days of the date of the invoice for non-delivery.
(7) In the event of a valid claim for non-delivery, loss, damage or non compliance with the Contract the Company undertakes as its option either to reprocess or replace the Goods or reperform the services at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss, damage or non compliance.
(8) If the Buyer shall fail to give notice in accordance with Condition 12.(6) above the Goods and Services shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly.
(9) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store the Goods at the Buyer’s risk and cost, and take all reasonable steps to safeguard and insure them at the Buyer’s cost provided that the Buyer shall be immediately informed thereof. The Company may impose an additional charge in respect of any later deliver required by the Buyer.
(10) The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
(11) Without prejudice to any other provisions of these Conditions the Buyer shall not have the right to reject any item of the Goods if
(a) it asks the Company to repair the same or consents to the Company so doing or
(b) it resells such item.

INSTALLATION

13 (1) If the Company agrees to undertake the installation of Goods supplied by it, it reserves the right to instruct or employ

a sub contractor of its choice for that purpose.
(2) Installation of equipment supplied, removal of old apparatus, equipment preparation and completion of site or foundation are not included in the Contract price unless expressly stated in the Company’s quotation and the Buyer shall pay the Company upon request
(3) Where any contract between the Company and the Buyer includes the installation of any Goods it shall be the Buyer’s responsibility to ensure that the relevant site is made suitable for installation and that all reasonable access and facilities required on and about the site necessary for the continuous and efficient carrying out of the work during normal working hours are provided. Such facilities shall include lock-up stores for tools, equipment and Goods supplied. If the Buyer’s fail to do this the Company shall (but without prejudice to any of its accrued rights) be entitled to suspend or cancel the Contract.
(4) The Company will not be responsible for faults resulting from the incorrect installation of equipment by the Buyer or its representatives or agents. In such a case it is the Buyer’s responsibilities to commission and test the installation and to arrange at the Buyer’s cost for any faults to be rectified.

RETURNS

14 GOODS supplied in accordance with the contract cannot be returned without the Company’s prior written authorisation.

Duly authorised returns shall be sent to the Company’s Premises at the Buyer’s expense.

CARRIAGE

15 (1) UNLESS otherwise agreed by the Company in writing the Goods will be delivered to the Buyer’s premises and the price

of the Goods is inclusive of carriage, packing and insurance to the Buyer’s premises. The Company will not be required to deliver the Goods to the Buyer if the address for delivery is outside of the United Kingdom.
(2) Where the Buyer requests delivery of less than fifty (50) doors or doorsets (as the case may be) the Company may impose additional delivery charges to be notified in writing to the Buyer.
(3) Where the Buyer requests delivery in a manner other than that selected by the Company in Condition 15 (1) above any difference in price shall be charged to the Buyer’s account.

ASSING OF TITLE AND RISK

16 (1) The title to the Goods shall remain with the Company until the Buyer pays the price of the Goods in full and any other

sums outstanding between the Company and the Buyer whether in respect of this contract or otherwise.
(2) Until title passes:-
(a) The Buyer shall hold the Goods as the Company’s fiduciary agent and bailee
(b) The Goods shall be stored separately from any other goods and the Buyer shall not interfere with any identification marks labels batch numbers or serial numbers on the Goods
(c)The Company agrees that the Buyer may use or agree to sell the Goods as principal and not as the Company’s agents in the ordinary course of the Buyer’s business subject to the following express conditions:-
i) that the Buyer notifies the Buyer’s customer that the Company remain the legal owner of the Goods until the Company receives payment in accordance with Clause 11 and the Company reserves the right to label the Goods accordingly
ii) that the Buyer will at the Company’s request and at the Buyer’s expense assign to the Company all rights the Buyer may have against the Buyer’s customer; and
iii) that the Buyer’s right to use or sell the Goods may be withdrawn by the Company on notice at any time and will automatically cease in the event of the Buyer becoming Insolvent.
(d) If Goods are to become affixed to any land or building the Buyer must ensure that they are capable of removal without material injury to the land or building and the Buyer shall take all necessary steps to prevent title to the Goods from passing to the owner or landlord of such land or building.
(3) The Company shall be entitled at any time to recover any or all of the Goods to which the Company have title and for that purpose the Company’s employees or agents may with such transport as is necessary enter upon any premises occupied by the Buyer or to which the Buyer has access and where the Goods may be or are believed to be situated.

CONDITIONS AND WARRANTIES

17 THE Contract shall not constitute a sale by description or sample. (1) Any terms, conditions or warranties (whether

express or implied by statute, common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the performance of the Services or as to the quality of the Goods or their fitness for any particular purpose even if that purpose is made known expressly or by implication to the Company or as to the correspondence of the Goods with any description or sample are hereby expressly denied.

DEFECTIVE GOODS

18 (1) IN substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes

in the case of Goods manufactured by the Company that if within three months of delivery of any item of the Goods a serious defect in materials or workmanship appears therein it will at its own discretion either credit to the Buyer in full the price paid by the Buyer to the Company for such item or repair it or supply a replacement thereof free of charge at the place of delivery specified by the Buyer for the original Goods provided that in any case they have been accepted and paid for.
(2) In the case of Goods not manufactured by the Company the Company will pass on to the Buyer to the extent that it is able any benefits obtainable under any warranty given by the Company’s supplier provided that the Goods have been accepted and paid for.
(3) In order to exercise its rights under this Condition the Buyer shall inform the Company in writing within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Company’s written request return the defective Goods carriage paid to the Company’s Premises.
(4) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer its servants or agents including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods.
(5) In particular, but without limitation to the generality of 18(4) above, the Company does not accept liability for:-
(a) Defects attributable solely to the design or specification of component parts supplied by the Buyer in particular, but without prejudice to the generality of the foregoing where the faces of doors have different stresses.
(b) Defects in particular warping, bowing or twisting caused by the door leaves being in excess of 2134mm x 914mm (7'0 x 3'0)
(c) Damage to Goods subjected to abnormal United Kingdom humidities or unequal heating of the door faces or exposed to excessive heat, cold, dryness or sunlight
(d) Damage to external doors ordered without lipping to all four edges or in which apertures or perforation of the face or core have not been required waterproofed or sealed prior to external exposure, or which open outwards without adequate additional protection
(e) Damage to Goods caused by the Buyer’s failure to apply timely decoration after delivery.
(f) Damage to Goods sustained as a result of failure by the Buyer to store the Goods in accordance with the Company’s recommendations.
(6) Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
(7) Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.

BUYER’S DRAWINGS

19 THE Company shall not be liable for imperfect work caused by any inaccuracies in any drawing, bills of quantities or

specifications supplied by the Buyer.

BUILDING REGULATIONS

20 It will be the Buyer’s sole responsibilities to ensure that any Goods ordered comply with the building regulation's and

any other relevant legal provisions or statutory instruments in force from time to time, and the Buyer shall indemnify and hold the Company harmless and indemnified against any liability or adverse consequence of whatsoever nature as the Company may, at any time hereafter have to suffer or sustain as a result or in consequence of the Buyer’s failure in accurately complying with this clause 20.

ONSEQUENTAL LOSS

21 THE Company shall not be liable for any costs, claims, damage's, expenses or indirect or consequential losses arising

out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.

DEFAULT OR INSOLVENCY OF BUYER

22 IF the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied

on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a Company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole of any part of such company’s undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer are remedied to the sole satisfaction of the Company.

LIMITATION OF LIABILITY

23 THE liability of the Company to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall

be limited to and in no circumstances shall exceed the purchase price of the Goods and/or Services that are the subject matter of the claim.

REPRESENTATION

24 NO statement, description, information, warranty, condition or recommendation contained in any catalogue, price list,

advertisement or communication or made verbally by any of the Company’s agents or employees shall be construed to enlarge, vary or override in any way any of these Conditions.

NOTICES

25 ANY written notification from the Buyer required hereunder must be sent by first class registered delivery mail or

fax addressed to the Company at the Company's Premises or such other address as may be notified to the Buyer in writing from time to time.

FORCE MAJEURE

26 THE Company shall be entitled to delay or cancel delivery or to reduce the amount of goods delivered if it is prevented

from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock outs, accident, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw material's from normal sources of supply.

CANCELLATION

27 SAVE as provided in Condition 22 and 26 hereof contracts may not be cancelled except by agreement in writing of both

parties and upon the payments to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.

SUB-CONTRACTING

28 THE Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person,

firm or company.

HEADINGS

29 THE headings in these Conditions are intended for reference only and shall not affect their construction.

PROPER LAW

30 THE Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and

the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.

VALIDITY

31 IF any clause or sub clause of the Contract is held by a competent authority to be invalid or unenforceable the validity of

the other clauses and sub clauses of the Contract shall not be effected and they shall remain in full force and effect.