Conditions of supply

1.       Interpretation

1.1 In these conditions
‘Client’ means the person named on the quotation for which the supplier has agreed to provide the specified services in accordance with these conditions
‘Contract’ means the contract for the provision of the specified services
‘Document’ includes, in addition to a document in writing, any map, plan, graph, calculation, drawing or photograph, any film, negative tape or other device embodying visual images and any type or other device embodying any other data.
‘Goods’ means any timber frames that may be supplied as part of a specified service
‘Input Material’ means any document or other materials, any data of other information provided by the supplier relating to the specified service
‘OutPut Material’ means any document or other material, and any data or other information provided by the supplier relating to the specified service
‘Price’ means the price quoted for the provision of the specified service in the quotation or as may be provided under these terms
‘Quotation’ means the sheet to which these conditions are appended
‘Specified Service’ means the design and/or supply and/or installation of timber frames to be provided by the supplier for the client and refereed to in the quotation
‘Supplier’ means AMA carpentry services (registered in Wales under company number (5049652)

1.2 .... The headings in these conditions are for convenience only and shall not affect their interpretation

2 Supply of Specified Services
2.1 The supplier shall not provide the specified services to the client in accordance with the quotation, which is the client subject to these conditions. The supplier and the client must agree changes or additions to the specified service or these conditions in writing

2.2 The client shall at its own expense supply the supplier with all the necessary documents or other materials, and all necessary data or other materials, and all necessary data or other information relating to the specified service, within sufficient time to enable the supplier to provide the specified service in accordance with the contract. The client shall ensure the accuracy of all impute material

2.3 The client shall at its own expense retain duplicate copies of all input material and insure against its accidental loss or damage. The supplier shall have no liability for any such loss or damage, however caused. All output material shall be at the sole risk of the client from the time of delivery to or to of the client
2.4 The specified service shall be provided in accordance with the quotation subject to these conditions
2.5 The supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the specified services without any liability to the client
2.6 The supplier may at time without notifying the client make any changes to the specified service which are necessary to comply with any applicable or other statutory requirements, or which materially affect the nature or the quality of the specified service
2.7 No quotation which has been accepted by the client shall indemnify the supplier in full agreement all loss (including loss of profits,) costs (including the cost of all labour and materials used to date by the supplier and any of its subcontractors in the provision of the specified services), damages and expenses incurred by the supplier as a result of cancellation.

3 Price
3.1 The price quoted for the specified services is valid for 30 days only, after which time it may be increased by the supplier without notice to the client
3.2 The price is exclusive of any added tax, which shall be liable to pay to the supplier
3.3 The supplier reserves the right, by giving notice to the client at any time before delivery, to increase the price to reflect any increases in cost to the which is due to any change in delivery dates, quantities or specified services which is requested by the client, or any delay caused by any instructions of the client or failure of the client to give the supplier information or instructions

4 Terms Of Payment
Subject to any special terms agreed in writing between the client and the supplier:
4.1 Are specified in the quotation, the supplier shall be entitled to invoice the client for the specified service on or and time after the supplier has delivered to the client shall pay such invoice within 7 days of the supplier invoice.
4.2 Where goods are specified in the quotation sheet the client must pay the price of goods as follows:
4.2.1 30% on placement of order (including value added tax)
4.2.2 60% of the total price (including value added tax) forthwith upon the delivery of the goods by the supplier or its agents or subcontractors at the clients property
4.2.3 The balance 10% of the price (including value added tax and any other payments due to the supplier pursuant to the quotation) upon satisfactory completion of the installation of the goods
for the purpose of 4.2.3.2 satisfactory completion shall be at the sole discretion of the supplier and for the avoidance of the doubt the client will not be able to claim the specified services have not been satisfactorily completed because of any minor defects or faults. Which in the opinion of the supplier can be easily reminded
4.3 The time of payments of the price shall be of the essence of the contract. Receipts for payment shall be issued only on request
4.4 if the client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the supplier, the supplier shall be entitled to:
4.4.1 Cancel the contract
4.4.2 Charge the client interest (both before and any judgement) on the amount unpaid, at the rate of 6% per annum until payments in full is made (a part of a month being treated as a full month for the purpose of calculating interest)

5 Deliveries
5.1 Delivery of the goods shall be made by the supplier, delivering the goods to the installation address as set out in the quotation.
5.2 Any dates quoted for delivery of the goods are approximate only and the supplier shall not be liable for any delay in the delivery of the goods however caused. Time of the delivery shall not be of the essence

6.Risk And Property
6.1 Risk of damage to or loss of the goods shall pass to the client at the time of delivery at the installation address as set out in the quotation
6.2 not withstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the client until the supplier has received in cash or cleared funds payment in full of the price.
6.3 Until such time as the property in the goods passes to the client, the client shall hold the goods as the suppliers fiduciary agent and bailee, and shall keep the goods properly stored , protected and insured and identified as the suppliers property
6.4 Until such time as the property in the goods passed to the client, the supplier shall be entitled at any time to require the client to deliver up the goods to the supplier and, if the client fails to do so forthwith, to enter upon any premises to repossess the goods.

7 Rights in input material and output material
7.1 The property and any copyright or other intellectual property rights in any input material shall belong to the client in any output shall, unless otherwise agreed in writing between the client and the supplier, belong to the supplier, subject only to the right of the client to use the output material for the purpose of utilising the specific service.
7.2 Any input material or other information provided by the client is so designated by the output material shall be kept confidential by the supplier, but the foregoing shall not apply to any documents or other materials, data or information which are public knowledge at the time when they are so provided.
7.3 The client warrants that any input material and its use by the supplier for purposes of providing the specified service will not infringe the copy right or any rights of any third party and the client shall indemnify the supplier against the loss, damages, costs, expenses or other claims arising from such infringement.
7.4 Subject to paragraph 4.3 the supplier warrants that any output material and its use by the client for the purposes of utilising the specified service will not infringe the copy right or any rights of any third party, and the supplier shall indemnify the client against any loss cost expenses or any other claims arising from such infringement.

8 Warranties and liabilities
8.1 The supplier warrants to the client that the specified services will be provided using reasonable care and skill and, as far as possible, in accordance with the quotation
8.2 The supplier does not give any warranty, guarantee or any other term as quality, fitness for the purpose or otherwise of the goods but shall where possible, assign to the client the benefit of any warranty, guarantee or indemnity given by the subcontractor or any other person supplying the goods to the supplier.
8.3 The supplier shall have no liability to their client for any loss, damage, cost, (including the cost of all the time spent to date in the providing the specified service), expenses or other claims for compensation arising from any input materials or instructions supplied by the client which are incomplete, incorrect, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the client including without limitation where the client supplies the output material or any part of it to a third party for that third party to manufacture or build the timber frames or parts thereof designed with the specified service.
8.4 Except in respect of death or personal injury caused by the suppliers negligence, or as expressly provided in these conditions, the supplier shall not be liable to the client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty as common law, or under the express terms of contract, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the specified service or their use by the client , and the entire liability of the supplier under or in connection with the contract shall not exceed the amount  of the suppliers charges for the provision of the specified service, except as expressly provided in these conditions.
8.5 The supplier shall not be liable to the client or be deemed to be in breach of the contract by reason of  any delay in performing, or any of the suppliers obligations in relation to the specified service, if the delay or failure was due to any cause beyond the suppliers control.
8.6 Where the supplier has given to the client the name of third party for the use by the client for the supply of goods and/or services to the client, the client acknowledges that the supplier gives no warrantee and/or guarantees in connection with the goods and/or services supplied by the said third party and makes no recommendation as to the reputation and/or ability of the said third party.

9 Guarantees
9.1 Any claim by the client which is based on any defect in the quality or condition of the installation of the goods or their failure to correspond with the quotation shall be notified to the supplier within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time discovering the defect or failure. If the client does not notify the supplier accordingly, the client shall not be entitled to reject the goods  and the supplier shall have no liability for such defect or failure, and the client shall be bound to pay the price as if the goods had been installed in accordance with the contract.
9.2 Where any valid claim in respect of any of the goods which is based on any defect in the installation of the goods is notified to the supplier in accordance with these conditions, the supplier shall be entitled to replace the goods (or the part in question) free of charge or at the suppliers sole discretion, refund to the client the price (or a proportionate part of the price) but the supplier shall have no further liability to the client.

10 Insolvency of client
10.1 This clause applies if:
10.1.1 The client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being the company) goes in to liquidation (otherwise than for the purpose of amalgamation or reconstruction or
10.1.2 an encumbrance takes possession, or receiver is appointed, of any of the property or assets of the client, or
10.1.3 the client ceases, or threatens to cease, to carry on business: or
10.1.4 the supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the client and notifies the client accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the supplier, the supplier shall be entitled to cancel the contract without any liability to the client, and the specified service has been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11 General
11.1 These conditions (together with the terms, if any, set out in the question) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions expressed or implied by statue or otherwise are excluded to the fullest extent permitted by law.
11.2 Any notice or permitted to be given by either party to the other under these conditions shall be in writing addressed to the either party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice.
11.3 No failure or delay by either party in exercising any its rights under the contract shall be deemed to be a waiver of the right, and no waiver by either party of any breech of contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 if any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be effected.
11.5 English law shall apply to the contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.