Terms :
TIMBMET DOOR SOLUTIONS LIMITED (TDSL)
SUPPLY ONLY TERMS AND CONDITIONS OF SALE
1 DEFINITIONS:

 
  1. ‘Seller’ means Timbmet Door Solutions Limited (TDSL) whose Company registration number is 4420684 and whose registered address is

    Timbmet Door Solutions Limited
    Amicare House
    Thurmaston Village Court
    651 Melton Road
    Thurmaston
    Leicester
    LE4 8EB

  2. ‘Buyer’ means the person, organisation or company set out on the Seller’s Order Acceptance.
  3. ‘Order Acceptance’ means the Seller’s acceptance of the order given by the Buyer.
  4. ‘Special Conditions’ means any other terms and conditions agreed to in writing by the Seller.
  5. ‘Goods’ means the products and/or services to be supplied by the Seller as recorded on the Order Acceptance.
  6. ‘Fire Doors/Door Sets’ means doors/doorsets for which the Seller’s fire test evidence applies.
  7. ‘Acoustic Doorsets’ means doorsets for which the Seller’s acoustic test evidence applies.
  8. ‘Sales to Arrive’ means sales subject to the safe arrival in the UK.
2. GENERAL:
2.1 All sales are subject to and governed by the following supply only terms and conditions of sale except in so far as Special Conditions apply. All Special Conditions are set out on the Order Acceptance. The Seller is not liable for any oral agreement unless the oral agreement is recorded in writing and agreed to in writing by the Seller.
2.2 All drawings, illustrations, performance data, specifications and any other ‘details’ in any catalogue or sales and/or promotional literature or any other document of the Seller are provided as a guide only. The Buyer shall not rely upon and the Seller is not bound by such drawings, illustrations, performance data, specifications and any other details in any catalogue or sales and/or promotional literature. The Seller is not liable for any reliance of the Buyer on any of the aforementioned documentation.
2.3 If the Buyer does not pay the full price by the time and/or times set out in the Order Acceptance, the Buyer shall have been deemed to have repudiated the Agreement with the Seller and the Seller may at the sole discretion of the Seller, without notice, accept such repudiation in writing.
2.4 The Buyer shall take delivery of or shall collect the goods by the date(s) stated in the Order Acceptance. In the event that the Buyer fails to do so, the Seller will be entitled to charge the Buyer for storing the goods at the rates set out in the Order Acceptance until such time that the Buyer takes delivery or collects the goods. The Seller will be entitled to recover from the Buyer as a debt due any such storage costs. At the sole discretion of the Seller, the Seller may treat the failure of the Buyer to take delivery or collect the goods as repudiation of the Agreement between the Seller and the Buyer and the Seller may without notice accept such repudiation.
2.5 If the Buyer has insolvency or bankruptcy proceedings brought against it or is placed in administration, whether voluntary or otherwise, the Seller may terminate the Agreement immediately and without notice. The Seller will be entitled to recover all unpaid goods and set off against the account of the Buyer and/or recover as debt due from the Buyer all costs incurred.
2.6 If the Buyer cancels goods imported from abroad and/or manufactured or obtained in the United Kingdom, the Seller shall be entitled to recover from the Buyer and the Buyer shall be indebted to the Seller for all costs, losses and damages incurred by the Seller including loss of any profit and overhead contribution.
2.7 The Seller may sub contract or assign any part of its rights and obligations arising under or in connection with this Agreement. The Buyer may assign its rights and obligations arising under or in connection with this Agreement providing the Buyer has the written agreement of the Seller to do so, which agreement shall not be unreasonably withheld.
2.8 Nothing in this Agreement confers or purports to confer any right of any third party not a party to this Agreement and as such any rights brought about by the Contracts (Rights of Third Parties) Act 1999 or any amendments thereto are expressly excluded from this Agreement.
2.9 Failure or neglect by the Seller to enforce or comply with any of the terms and conditions of sale herein shall not be considered as waiver by the Seller of any of its rights pursuant to the terms and conditions of sale or otherwise. The Seller has the right to comply with the terms and conditions of sale at any time and as such may rely upon its rights pursuant to the terms and conditions of sale at any time.
2.10 The Seller and the Buyer shall keep the details of this Agreement and any information provided under or in connection with it in strict confidence and shall not disclose any information, other than if legally obliged to, without the written consent of the other party.
2.11 All notices required to be given by the Seller or the Buyer pursuant to these terms and conditions or otherwise shall be given in writing by recorded or special delivery to the address set out on the Order Acceptance.
3. QUOTATIONS AND TENDERS:
3.1 No order placed by the Buyer will be binding or effective unless accepted by the Seller in writing by an Order Acceptance. Any order given by the Buyer will be considered to be an offer open for acceptance by the Seller. Any variance to the goods set out on the Order Acceptance will only be accepted for supply by the Seller if the Seller issues an addendum and/or additional Order Acceptance in respect of such variances and/or additions. The price for such variances and/or additions will be set out on the addendum and/or additional Order Acceptance.
4. PRICES:
4.1 All prices stated in any quotation provided by the Seller shall be considered as an invitation to treat and shall not be open for acceptance by the Buyer. The Buyer shall pay to the Seller the amounts set out in the Order Agreement or any addendum and/or additional Order Acceptance. The Buyer shall also pay to the Seller any other amounts that the Seller is entitled to be paid pursuant to these terms and conditions of sale or otherwise.
5. PAYMENT:
5.1 The Buyer shall pay for all goods prior to manufacture. In the event that the Buyer is provided with credit facilities payment will be due as stated in the Order Acceptance. The Seller at its sole discretion reserves the right to refuse delivery and/or collection if the Buyer exceeds its credit limit or if the Buyer is late in making payment. The Seller will not be liable to the Buyer for any losses, costs or damages that the Buyer may incur in the event that the Seller refuses delivery and/or collection as stated above. The Seller is entitled to charge the Buyer compound interest at 8% above the Bank of England base rate in respect of any late payment and the Buyer is liable to pay such interest in the same time periods as set out in the Order Acceptance.
5.2 The Buyer shall not set off or withhold payment of any amount due pursuant to this Agreement by reason of any claim, or dispute arising under or in connection with this Agreement unless the Seller agrees in writing to such set off or withholding or until any dispute, difference or claim is resolved pursuant to the dispute resolution procedures set out in these terms and conditions.
5.3 Unless stated otherwise in the Order Acceptance all prices are exclusive of vat and as such all payments will be subject to the vat at the appropriation rate.
6. COLLECTION AND DELIVERY:
6.1 The Buyer shall collect or allow and accept delivery of all goods on the dates stated in the Order Acceptance. As soon as goods are collected and/or are in transit to the delivery address the goods are at the sole risk of the Buyer and as such the Buyer should make the appropriate insurance provisions. Goods not collected or allowed and/or not accepted by the Buyer by the dates stated in the Order Acceptance will be subject to storage costs as set out in the Order Acceptance. During such period of storage the goods will be at the sole risk of the Buyer and any cost incurred by the Seller caused by any act or default by the Buyer shall be charged to the Buyer.
6.2 Upon delivery by the Seller to the address and location stated in the Order Acceptance, the goods shall be immediately off loaded by the Buyer. In the event that the goods are not immediately off loaded the Seller reserves its right to charge the Buyer for any waiting time and/or any other additional costs incurred. If the goods are not off loaded and returned to the Seller, the Seller reserves the right to charge the Buyer any additional costs incurred if further deliveries are required.
6.3 If any goods are delivered in a damaged condition, the Buyer shall endorse the delivery documents and identify the goods that are damaged together with the nature of such damage. If the Buyer fails to endorse the delivery documents in the manner stated above, all goods shall be deemed to have been delivered in an acceptable condition. The Buyer waives any entitlement it may have pursuant to these terms and conditions or otherwise if the Buyer fails to endorse the delivery documents in the manner stated above.
6.4 If the goods are delivered short in quantity, the Buyer shall endorse the delivery documents and identify the goods that have been short delivered. If the Buyer fails to endorse the delivery documents in the manner stated above, all goods shall be deemed to have been delivered in the correct quantities. The Buyer waives any entitlement it may have pursuant to these terms and conditions or otherwise if the Buyer fails to endorse the delivery documents in the manner stated above.
6.5 The Seller will not be liable for any costs, damages or the like that may be incurred by the Buyer if the goods are delivered late. The Seller shall notify the Buyer in the event that delivery will be delayed.
6.6 If any goods are returned to the Seller, for any reason whatsoever, the Buyer accepts full responsibility and is liable for the safe storage and protection of the goods at the location address set out on the Order Acceptance. The Buyer will load the goods onto the transport vehicle provided by the Seller immediately the transport vehicle arrives at the location address. If the Buyer delays loading the transport vehicle the Seller shall be entitled to recover from the Buyer as a debt due any costs incurred.
6.7 If the Seller is unable to deliver the goods and/or the goods are not ready for collection by the dates stated in the Order Acceptance, the Seller shall notify the Buyer and confirm the revised delivery and/or collection dates. The Seller shall not be liable to the Buyer for any costs and/or damages whatsoever that the Buyer may incur as a consequence of the changed delivery and/or collection dates.
7. FIRE DOORS / DOORSETS:
7.1 Where the goods are fire doors/doorsets, fire test evidence, which is available for inspection by the Buyer upon request, will be deemed to have been approved by the Buyer before placing an Order. Where door leaves only are supplied, the final assembly must be constructed in strict compliance with the Seller’s fire test evidence in order to achieve the required levels of fire resistance.
8. ACOUSTIC DOORSETS:
8.1 Where the goods are acoustic doorsets, accoustic test evidence, which is available for inspection by the Buyer upon request, will be deemed to have been approved by the Buyer before placing an Order.
9. INSTALLATION OF DOORSETS:
9.1 The Seller will not be held accountable and will not be liable for any adjustment required to doors or doorsets that it supplies. Where doors are factory hung, adjustment may be required once the frame is fixed in position and the Seller will not be accountable or liable for any such adjustment.
10. VENEERS:
10.1 At the sole discretion of the Seller veneers may be laid on MDF, or chipboard. Unless otherwise agreed by the Seller and the Buyer, veneers will be of standard grade commercial quality and suiting is not included. Veneers may vary in decorative appearance due to natural variations in colour, grain direction or other structural features etc and the Buyer will be deemed to have accepted the above when placing the Order. Slice-cut veneers will normally be book matched as this balances the natural movement of the grain feature. Light colour woods can sometimes show a shading effect when book matched, as slice-cut veneers have a loose and tight side, which may reflect light differently any may result in alternate light and dark leaves. The Buyer will be deemed to have accepted the above when placing the Order. Due to the wide variations in decorative appearance and quality that can occur in commercial plywood, the Seller is not liable to the Buyer and the Buyer agrees that the Seller is not responsible to the Buyer for the finished appearance of door faces which specified “plywood for stain”.
11. RISK, RESERVATION OF TITLE AND COPYRIGHT:
11.1 The property and legal title in the goods shall not pass to the Buyer until the goods have been fully paid for. In the event that the property of the goods has not passed to the Buyer, if the Buyer sells the goods to a third party then the Buyer shall be treated as a fiduciary and, without prejudice to any other rights that the Seller may have, shall hold the proceeds of such sale in a separate bank account on trust for the Seller.
11.2 For the purposes of any sub-sale the Buyer is not an Agent of the Seller. Until such time that title of the goods passes to the Buyer, the Buyer will hold the goods in a fiduciary capacity on behalf of the Seller.
11.3 The Buyer agrees that prior to the payment of the entire price for the goods the Seller shall be entitled to enter any premises of which the Buyer is in occupation or to which the Buyer has access and where the goods may be and remove the goods. Prior to payment of the entire price the Buyer shall store the goods so that the goods may be identified as the property of the Seller.
11.4 All designs, drawings and other technical information relating to the goods and the copyright and intellectual property rights therein made or acquired by the Seller shall remain the sole property of the Seller and shall not be used by the Buyer or any other third party without the written agreement of the Seller.
12. CLAIMS:
12.1 Subject to any other provisions of these terms and conditions, notice of any claim arising under or in connection with this Agreement, whether a defect or otherwise, must be given in writing within 7 days of occurrence and/or being discovered whichever is the sooner. In the event that the Buyer fails to provide such a notice as stated above the Buyer agrees that it has waived all entitlements and that the Seller is not liable for any such claims.
13. LIMITATION OF LIABILITY:
13.1 The Buyer and Seller agree that, if for any reason whatsoever, any clause or any part of any clause contained within these terms and conditions are found to be unreasonable or unenforceable that the remaining terms and conditions are not affected and shall remain effective and binding upon the Buyer and the Seller.
13.2 The liability of the Seller arising under or in connection with this Agreement, (in tort, contract or otherwise) shall not exceed the agreed price for the supply of the specific goods that the claim relates to. The Seller shall not be liable for any consequential losses whatsoever.
13.3 The foregoing limit of liability shall not apply to death or personal injury resulting from the negligence of the Seller.
14. SALES ‘TO ARRIVE’
14.1 Any goods sold on a ‘to arrive’ basis, are sold subject to the safe arrival of such goods in the United Kingdom. The Seller shall not be liable for non shipment, non delivery, damage or delay arising from circumstances beyond the control of the Seller.
14.2 Any variation or increase in cost in the total of the war risk insurance, shipping, dock charges, taxes, levy, duty on import and/or exports etc shall be for the account of the Buyer and the Seller shall be entitled to recover as a debt due such variations or increase in costs.
15. MANUFACTURED ITEMS:
15.1 In respect of the goods that are manufactured, the following shall apply:-
 
  1. The Seller retains the right, but is not obliged to do so, to substitute materials in its opinion of comparable quality in the event that any specified material is not available.
  2. The Seller will in so far as the Seller is able on request manufacture to drawings, designs, schedules, specifications etc provided by the Buyer, but the Seller is not liable for any inaccuracies or for faulty or negligent design therein. The Buyer will indemnify the Seller against any claims for damages and/or costs in respect of any infringement or purported infringement of patent rights or registered designs resulting from the express and/or implied instructions given by the Buyer.
  3. It is the responsibility of the Buyer to check drawings, schedules, specifications etc and any variations or amendments thereto in respect of tolerances. The tolerances of all manufactured goods are the sole responsibility of the Buyer.
  4. It is the responsibility of the Buyer to check all sizes and quantities and any variations or amendments thereto. All details supplied by the Seller to the Buyer prior to manufacturing shall be deemed to be approved and accepted by the Buyer unless the Buyer notifies the Seller  prior to manufacturing.
15.2 Where the Buyer supplies goods, which are to be processed in any way by the Seller, all goods are accepted for processing at the sole risk of the Buyer. The Seller may arrange for such processing to be carried out by a third party. The Seller or any third party processor, other than for negligence, is not liable for any loss, deterioration or damage arising from any cause whatsoever.
16. RIGHT OF SET OFF / DEBT DUE
16.1 The Seller may at any time withhold monies and/or make deductions from or set off against any amounts due and payable to the Buyer from the Seller any amounts which are due and payable from the Buyer to the Seller pursuant to these terms and conditions or otherwise. The Seller may recover monies owed by the Buyer to the Seller pursuant to these terms and conditions or otherwise as a debt due.
16.2 The Seller and the Buyer are not entitled and shall not cross contract set off.
17. CARE OF GOODS ON SITE:
17.1 The Buyer shall store all goods in accordance with good trade practices, in a dry place, stacked flat, slightly raised from the ground and adequately protected from the weather and no Goods shall be installed in a building which has not adequately dried out.
17.2 All goods supplied not primed shall be suitably primed after delivery and/or collection by the Buyer without delay and shall receive further coats of paint within a reasonable time. Goods supplied with a base coat of stain and/or primer shall receive further coats of stain and/or paint from the Buyer within a reasonable time.
17.3 Any surfaces cut shall be brush coated with preservative and if required for paint finish shall be primed before the Goods are fixed in position.
17.4 All goods shall be installed correctly by the Buyer in accordance with good trade practices and all goods shall be appropriately and properly maintained and moisture shall not be allowed to penetrate the Goods.
17.5 Veneer Goods shall not be exposed to sunlight.
17.6 The Buyer may obtain information and guidance regarding the care and handling of the Goods from the Seller, TRADA, The British Woodworking Federation and the British Standards Institution.
18. DISPUTE RESOLUTION AND GOVERNING LAW
18.1 The Agreement between the Seller and the Buyer shall be governed by English Law.
18.2 The Seller and the Buyer agree that any dispute or difference arising under this agreement shall, in the first instance, be referred to adjudication pursuant to and using the procedures set out in the Scheme for Construction Contracts (England and Wales) Regulations 1998 or as amended.
18.3 The decision of the Adjudicator shall be binding on the Seller and the Buyer until such time that the dispute and/or difference is determined by legal proceedings in the English Courts.
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