Terms & Conditions of Business

 

  1. Definitions

In these conditions, unless the context requires otherwise:

  • ‘Customer’ means the person, firm, partnership, business, Company, or other organisation who, having placed an order with the Company, enters into a Contract to buy services and/or goods from the Company;

1.2   ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company;

1.3   ‘Delivery Date’ means the date specified by the Company when the services or goods are to be delivered;

1.4   ‘Goods or Services’ means the articles which the Customer agrees to buy from the Company pursuant to a Contract;

1.5   ‘Price’ means the amount payable by the Customer under the terms of the Contract and/or as detailed in the quotation for the Goods, excluding carriage, packing, insurance and VAT; and

1.6   ‘Company’ means Stagewise Ltd, trading from, 15 Brandon Road, Thetford, Norfolk, IP24 3PP

1.7    “Order Acknowledgement” means the confirmation in writing or acceptance on line by the Company of an Order placed by a Customer.

 

  1. Conditions Applicable

2.1    These Conditions shall apply to all contracts for the sale of Services or Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.

2.2    All orders for Services or Goods placed by the Customer by email, fax, telephone, writing or online acceptance shall be deemed to be an offer by the Customer to purchase Service or Goods pursuant to these Conditions.  Orders will be accepted and confirmed by a written order acknowledgement from the Company to the Customer which will include a description of the Goods or Services and the quantity. We reserve the right to refuse orders, but if we do, we will inform you

2.3.   Customers paying by credit card will be asked for an e-mail address/fax number for us to send a confirmation of payment. For your security, no card details will be sent in this e-mail/fax.  Please note that Office Hours are Monday to Friday, 9.00am to 5.00pm.  The office is not open for business on statutory (Bank) holidays.  There may be a delay in responding to orders, if they are received outside of office hours.

2.4    Acceptance of delivery of the Goods and service shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.

2.5    Any provision, modifications, amendments or variations to these Conditions (including any special terms and conditions agreed between the parties in the Contract) shall be inapplicable unless agreed in writing and signed by, or on behalf of, the Company.

 

  1. Price and payment

3.1    The Price shall be the Price stipulated in the Company’s written Order Acknowledgement. The Customer hereby acknowledges that they have received the order acknowledgement. The Price is exclusive of VAT, and where applicable, of any substitute taxes in the jurisdiction, levies, duties, import and export duties, charges, or fees whatsoever and howsoever payable, all of which shall be added to the Contract Price and shall be payable by the Customer in full and/or reimbursed to the Company as appropriate. The Price shall be due at the rate ruling on the date of the Company’s invoice.  Invoices must be paid in the currency quoted on the order.

3.2    Unless otherwise agreed by the Company at the time of the Contract and specified in writing, payment of the Price and VAT if applicable shall be due within 14 days from in which the invoice is generated.

3.3    Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 7.5% per annum and shall accrue at such a rate after as well as before any judgment. Reasonable debt recovery costs will be charged where permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

3.4    The Customer must pay the invoice, including freight and insurance where applicable, in full and is responsible for all bank charges in connection with payment.  Where possible all payments are to be made by electronic transfer.

3.5    If the Customer defaults in payment of the price the Company will suspend all further services until the price is paid in full.

3.6    In the event that the period of any Work shall take longer than estimated, the Company reserves the right to request an interim payment for Work done upon expiration of each and every 14 days period (at the Company’s sole discretion).

 

  1. Goods and Service

4.1   The quantity and description of the Goods and service shall be as set out in the Company’s written acknowledgment of the Customer’s order.

 

  1. Warranties and Liability
    • The Company warrants that the Goods and services supplied will at the time of delivery correspond to the description given by the Company.
    • It is the sole responsibility of the Customer to ensure that any Goods or Works shall comply with all appropriate laws, guidelines, legislation or codes of conduct. The company shall not be liable for any suggestion or information provided by the Company to the Customer in relation to the same.

5.3    In lieu of all warranties, liabilities, or conditions imposed by law, the Company’s sole liability in respect of any defect in or failure of any Goods supplied or Works undertaken or for any loss, damage, or injury attributable thereto is limited to making good by replacement or by repair of defects which, under proper use, appear therein and arise solely from defective design, workmanship, or faulty materials within a period of 12 months from the date of delivery or completion of the Works.

5.4    At no time shall the Company be liable for any defect in or failure of any Goods as a result of misuse by the Customer or any third party, due lack of care, attention or general maintenance by the Customer, or faulty installation where the installation has not been carried out by the Company.

5.5    In the event that any damage is found not to have been as a result of any defect or is a result of neglect or misuse, due to lack of care or attention, then the Company shall be at liberty to charge the Customer for any time incurred in dealing with the matter.

  1. Delivery of the Goods

6.1    Delivery of the Goods shall be made to the Customer’s address or such other address as is agreed in writing by the Company. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.

6.2    Delivery dates are quoted as accurately as possible but cannot be guaranteed.  Should the Company fail to comply with a stated delivery date due to a reason beyond its control, the Customer has no right to claim compensation. Time shall not be of the essence for delivery.  The Company shall not be liable to the Customer for late delivery or short delivery of the Goods.

6.3     If shipment is delayed due to an act of the Customer, delivery to the Customer will be deemed to occur as soon as the Customer is notified the Goods are ready for shipment and they may be held thereafter for the Customer’s account and at the Customer’s expense and risk.

6.4    The failure or refusal of the Customer to take delivery or to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Company (at the sole option of the Company):

6.4.1   without notice to suspend further deliveries of the Goods pending payment by the Customer; and/or

6.4.2   to treat this contract as repudiated by the Customer.

6.5     At the time of the delivery, the Customer shall note on the delivery documentation any defect or damage to Goods which is immediately visible and evident. Otherwise, the Customer shall carefully examine all Goods following delivery, and if any shortages or defects, shall notify the Company in writing of any defects or shortages discoverable within 5 working days of the delivery, commencing with the date of delivery, and/or the completion of any Works. In the absence of such notification, the Company excludes all liability in respect of any shortages or defects.

6.6     Any Goods which the Customer believes to be defective or damaged must be retained together, with the packaging, for inspection by the Company. The Company may, at the Company’s discretion, insist that the Goods are returned to the Company (at the Customer’s expense), which must be agreed in advance within the time period detailed in paragraph 6.5 above.

 

  1. Acceptance of the Goods

7.1    The Customer shall be deemed to have accepted the Goods after delivery to the Customer.

7.2    After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with this contract

 

  1. Retention of Title and Risk

8.1    Title to the Goods shall pass on delivery of the Goods and payment of the Price. Risk shall pass on delivery.

8.2    Despite delivery having been made property in the Goods shall not pass from the Company until:

8.2.1   the Customer shall have paid the Price plus VAT in full; and

8.2.2   no other sums whatever shall be due from the Customer to the Company.

8.3    Until property in the Goods passes to the Customer in accordance with clause 8.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.

8.4    Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.

8.5    The Company shall be entitled to recover the Price (plus insurance and freight plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.

8.6    Until property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Customer under clause 8.4 shall cease.

8.7    The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

8.8    The Customer shall insure and keep insured the Goods to the full Price against ‘all-risks’ to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

 

  1. Remedies of Customer

9.1    Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Company to supply Goods which conform to the contract of sale.

9.2    Where the Customer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatever to the Customer in respect of those Goods.

9.3    Should the Company agree to accept return of Goods, the price paid for them will be the lower of the original price charged and the Company’s opinion of the Goods’ current value and subject to a 10% re-stocking charge based on the original price charged. The Company will not be responsible for any carriage costs incurred in connection with the return of the Goods.

 

  1. Export Licences
    • The Customer shall promptly obtain all necessary export licences, clearances and other consents necessary for the supply of the Goods.

 

 

  1. Liability

11.1   This clause 11 does not exclude or restrict the liability of the Company towards any Customer who is a    consumer within the Unfair Terms in Consumer Contracts Regulations1999 or the Unfair Contract Terms Act 1997. Further, nothing in this clause excludes or restricts the liability of the Company for fraud, or for death or personal injury caused by its negligence in the course of its business.

11.2   Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

11.3   The Company shall be under no liability whatever to the Customer for any indirect, special or consequential damage or loss and/or expense (including loss of business, profit and revenue) suffered by the Customer arising out of a breach by the Company of this agreement.

11.4   The Company shall not be liable for any defects in any Works or Goods arising in/directly from compliance with any third party, advisor, designer, builder, surveyor or agent appointed by or upon the Customer’s behalf.

11.5   In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.

 

  1. Damages or Loss in Transit

12.1   The Customer must notify to the Company any loss or damage to the Goods within 2 days of receipt and the Goods shall be held for inspection to enable a claim to be made on the carrier.

 

  1. Force Majeure

 13.1 ‘Force Majeure Event’ any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war)

13.2  A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other in writing and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than 60 days, the non-affected party may terminate this agreement by written notice to the other party.

 

  1. Intellectual Property
    • The Company shall have and retain the Property, copyright and all other IP rights in all quotations, drawings, designs, plans, models, proofs, prototypes and specifications prepared by the Company.
    • If the Customer submits drawings, designs, plans, proofs or specifications to the Company, the Customer warrants that the performance or use of such will not infringe any copyright, patent, trademark or any other industrial or IP right of any third party.
    • In any actual or alleged infringement brought in connection with paragraph 14.1 and/or 14.2, the Customer shall indemnify the Company from all actions, claims, costs, liabilities and expenses thus arising, and at the Customer’s own expense will defend, or assist in the defence of any proceedings brought in connection.

 

 

 

  1. Notification of Queries and Complaints

15.1 Notification of queries and/or complaints must be notified to the Company within 48 hours of receipt of the Goods and/or invoice.  If you are unhappy with the service that you have received from the Company, you should speak with or write to Simon Caldwell;

 

Telephone:        ++44 01842 818264

Email:                    hello@stagewiseuk.com

Write to:               Stagewise Ltd, 15 Brandon Road, Thetford, Norfolk, IP24 3PP

 

15.2   We will acknowledge receipt of your complaint within 3 working days and will provide a full response within 28 days.  Our final response will state whether we accept or reject your complaint.  If we reject your complaint, we will state our reasons.

 

  1. Insolvency or other Default of Customer
  2. 1 If the Customer fails to make payment for the Goods or services in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Customer’s goods or if the Customer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Customer or the Customer is unable to pay its debts as they fall due or, if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Customer’s business or assets or if the Customer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have:

16.1.1  Suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability upon its part; and/or

16.1.2  Exercise any of its rights pursuant to clause 8.

16.2    Either party shall be entitled to terminate any Contract with immediate effect in the event of any fundamental breach by the other of these terms and conditions, save that in the event of such a breach being remedial, then notice may be given to the defaulting party at the other party’s discretion to remedy and rectify any breach within 14 days of such notice. Notice shall not be compulsory to the non-defaulting party. If the breach is not remedied by the defaulting party then the contract shall terminate with immediate effect.

 

 

 

  1. Set-off and Counterclaim: Company’s Clause

17.1  The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Customer may have or allege to have or for any reason whatsoever.

 

  1. Company’s Cancellation Clause
    • The Company may cancel this contract at any time before the Services or Goods are delivered by giving written notice. On giving such notice the Company shall promptly repay to the Customer any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
    • The Customer may not cancel any Contract unless the Company agrees it in writing, then only upon the terms of the Customer shall indemnity the Company in full against all loss (including loss of profit and costs), charges and expenses incurred by the Company as a direct result of the cancellation.

 

19.     Third Party Rights

  • Notwithstanding any other provision of this agreement, nothing herein shall confer nor is it intended to confer a benefit on any third party for the purposes of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

 

20.     Governing Law and Jurisdiction

20.1 The laws of England and Wales shall govern this agreement.

 

21.     Whole Agreement

21.1  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 affected thereby.

 

22.     Alteration of Terms and Conditions

  • No alteration of these printed terms and conditions shall be effective unless in writing, signed on behalf of the Company by a director or duly authorised officer of the Company.  No other person, including agents for the Company, has any authority to alter or qualify in any way the above printed conditions.
  • These terms and conditions have been prepared to reflect the Unfair Contract Terms Act 1977. Should any customer consider these terms and conditions unreasonable, then the Customer shall inform the Company before any Order is placed and Contract entered into.