1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Day/s: a day including a Saturday, Sunday or public holiday in England.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 19.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Delivery Location: has the meaning given in clause 4.

Delivery Standard: Goods must be placed on the correct sized pallet, shrink wrapped, pallet banded and fragile taped. A delivery note should be attached to the Goods. The Customer should supply proof of postage and images of the Goods and package prior to delivery.

Force Majeure Event: has the meaning given to it in clause 16.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans, brochures, drawings, that is agreed in writing by the Customer and the Supplier.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s written acceptance of the Supplier’s quotation within the valid period.

Quotation: the offer from the supplier to the customer setting out supply of the goods and/or service, valid for 14 days.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: Precision Timber Ltd registered in England and Wales with company number 12830084.

Supplier Materials: has the meaning given in clause 8.1(h).

Warranty Period: has the meaning given in clause 5.1.

Installation date: the date notified by the Supplier for the commencement of installation of the Goods to the Customer.

Pre-construction Information: the questionnaire to be completed and returned to the Supplier by the Customer within 48 hours of receiving the questionnaire.

Completion Pack: the certificate of completion of goods and/or services and any applicable warranties.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point the Contract shall come into existence (“Commencement Date”).

2.3 Any quotation given by the Supplier is subject to these conditions and is only valid for 14 Days from its date of issue.

2.4 If the Customer purports to accept the Supplier’s offer outside the valid Quotation period, the Supplier reserves the right to refuse the Order or amend the Quote and re-issue a revised offer.

2.5 All of these Conditions apply to both Goods and Services except where specified otherwise.

2.6 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose.

2.7 Changes to these Conditions are only valid if agreed in writing by a Director of Precision Timber Ltd.

2.8 Following acceptance of the Order, any variation must be confirmed in writing and may incur additional costs.

2.9 No employee or agent of the Supplier has authority to make any warranty or promise unless given in writing by a Director.

3. Goods

3.1 The Goods are described in the Goods Specification.

3.2 Where the Goods are manufactured according to a Customer-provided Goods Specification, the Customer indemnifies the Supplier against all costs, liabilities, damages and losses arising from claims of Intellectual Property infringement. This clause survives termination.

3.3 The Supplier may amend the Goods Specification to comply with statutory requirements.

3.4 The Supplier may make minor amendments to the Goods Specification without notice.

4. Delivery of Goods

4.1 The Supplier shall deliver the Goods to the Delivery Location stated in the Order or otherwise agreed.

4.2 Delivery is completed upon unloading at the Delivery Location.

4.3 All delivery dates are approximate and time is not of the essence. The Supplier is not liable for delays caused by Force Majeure or inadequate customer instructions.

4.4 If the Customer fails to take delivery, additional charges may apply.

4.5 Goods may be delivered in instalments, each forming a separate contract.

5. Quality of Goods

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (the “Warranty Period”), the Goods shall:
(a) conform in all material respects with their description and any applicable Goods Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so) returns such Goods to the Supplier’s place of business at the Customer’s cost, ensuring the Goods are packaged according to the Delivery Standards;
then the Supplier shall, at its option, repair or replace the defective Goods.

5.3 The Supplier shall not be liable for failure to comply with clause 5.1 if:
(a) the Customer uses the Goods after giving notice;
(b) the defect arises because the Customer failed to follow the Supplier’s instructions regarding storage, installation, use or maintenance;
(c) the defect results from the Supplier following a design or specification provided by the Customer;
(d) the Customer alters or repairs the Goods without written consent;
(e) the defect arises from fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from the Goods Specification due to statutory or regulatory compliance;
(g) the Customer fails to package returned Goods per the Delivery Standard;
(h) the issue relates to UV discolouration, colour transfer, wet pour surface lifting or poor drainage (see Operation Manual).

5.4 Except as provided in this clause, the Supplier has no liability for the Goods’ failure to comply with clause 5.1.

5.5 These Conditions apply to repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

6.1 Risk passes to the Customer on completion of delivery.

6.2 Title does not pass to the Customer until the Supplier receives payment in full for the Goods (and any other goods supplied to the Customer).

6.3 Until title passes, the Customer shall:
(a) store the Goods separately and keep them identifiable;
(b) not remove or obscure identifying marks;
(c) maintain the Goods in satisfactory condition and insure them for their full price;
(d) notify the Supplier if it becomes subject to events in clauses 14.2(b)–(d);
(e) provide information relating to the Goods or to the Customer’s financial position when requested.

6.4 The Customer is responsible for all costs relating to damaged or vandalised Goods if they fail to comply with clause 6.3.

6.5 The Customer may resell or use the Goods in the ordinary course of business before title passes, but must hold or assign all proceeds to the Supplier and not assign otherwise without written authorisation.

6.6 The Supplier may repossess Goods for which payment is overdue by giving written notice. Re-sale proceeds are credited to the Customer minus repossession, storage and resale costs. The Customer is liable for any shortfall.

7. Supply of Services

7.1 The Supplier will provide Services in accordance with the Service Specification.

7.2 Performance dates are estimates only; time is not of the essence.

7.3 The Supplier may amend the Service Specification to comply with law or regulatory requirements without notifying the Customer unless the change materially affects the Services.

7.4 The Supplier warrants that the Services will be performed with reasonable care and skill.

7.5 The Supplier’s quotation includes all waste disposal off-site. If spoil is left on-site at the Customer’s request for cost saving, it will be left neatly beside the works.
The Supplier is not responsible for delays caused by third-party skip collections or waste removal providers.

8. Customer’s Obligations

8.1 The Customer shall:
(a) ensure Order terms, Service Specification, Goods Specification and Pre-Construction Information are complete and accurate;
(b) return Pre-Construction Information within 48 hours;
(c) cooperate fully with the Supplier;
(d) provide access to premises and facilities, or pay £250 + VAT for a temporary toilet where welfare cannot be provided;
(e) provide required information and ensure accuracy;
(f) prepare the premises for the Services;
(g) obtain all licences, permissions and consents before Services begin;
(h) comply with all health and safety laws;
(i) keep Supplier Materials safe and in good condition;
(j) comply with additional obligations set out in the Service or Goods Specification;
(k) accept that only 1m temporary barrier is included unless otherwise quoted;
(l) ensure good access and suitable ground conditions;
(m) accept that unforeseen conditions may incur additional costs;
(n) provide accurate underground/overground service information (CDM requirement);
(o) attend site promptly when variations are found;
(p) ensure Goods ordered fit the intended site;
(q) understand reinstatement is excluded unless stated;
(u) ensure site is suitable for installation;
(v) maintain and inspect Goods (independent inspection available for £295 + VAT).

8.2 Where the Supplier is prevented or delayed by Customer Default:
(a) the Supplier may suspend performance and is relieved of obligations affected;
(b) the Supplier is not liable for resulting costs or losses;
(c) the Customer must reimburse the Supplier for losses arising from Customer Default.

9. Charges and Payment

9.1 The price for Goods and Services:
(a) shall be the price set out in the Quotation; and
(b) shall be exclusive of all costs and charges of packaging, VAT, insurance, and transport of the Goods, which shall be invoiced to the Customer;
(c) all Quotations will be valid for 14 days unless specifically agreed in writing otherwise;
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by individuals engaged by the Supplier in connection with the Services, including travel, accommodation, subsistence, third-party services required for performance of the Services, and any materials.

9.2 The Supplier reserves the right to increase the price of the Goods and/or Services at any time before delivery and/or installation to reflect increases in cost due to:
(i) factors beyond the Supplier’s control (including exchange rate fluctuations, taxes, duties, labour, materials, manufacturing costs);
(ii) Customer requests to change delivery dates, quantities, types of Goods ordered, or the Goods Specification;
(iii) delays caused by Customer instructions or failure to provide adequate or accurate information;
(iv) any changes or design modifications requested by the Customer.

9.3 The Customer shall pay the Supplier as follows:
(a) upfront payment for Orders up to and including £2,500 excluding VAT;
(b) 50% upfront deposit for Orders exceeding £2,500 excluding VAT;
(c) the remaining balance on completion of the Service or supply of Goods;
(d) payment must be made in full and in cleared funds to the bank account nominated by the Supplier. Time for payment is of the essence.

9.4 If the Customer fails to make payment on the due date, interest will be charged daily at 15% per year above the Bank of England base rate, before or after judgment.

9.5 The Completion Pack will only be issued once payment is received in full.

9.6 All amounts due must be paid in full without any set-off, deduction or withholding (other than legally required tax).

10. Termination

10.1 Without affecting any other right or remedy, the Supplier may terminate the Contract immediately by written notice if:
(a) the Customer commits a material breach and fails to remedy it after notice;
(b) the Customer takes steps towards administration, liquidation or arrangement with creditors, moratorium, winding up, receivership, or equivalent international procedures;
(c) the Customer suspends or ceases substantial business operations;
(d) the Customer’s financial position deteriorates to the point where the Supplier reasonably believes the Contract is at risk.

10.2 The Supplier may also terminate the Contract immediately if:
(a) the Customer fails to pay any amount due under the Contract on the due date.

11. Consequences of Termination

11.1 The Supplier reserves the right to charge a cancellation fee up to 95% of the Quote for cancellations or returns.

11.2 A restocking fee of 35% of the Quote applies to all returned Goods.

11.3 Termination does not affect accrued rights, remedies or liabilities at the date of termination, including claims for prior breaches.

11.4 Any provision intended to remain in effect after termination shall continue in full force.

12. Postponement

12.1 The Customer may request to postpone the Order by giving written notice at least 28 days before the installation date. The Supplier is under no obligation to accept postponement.

12.2 Projects cannot be postponed for more than six months from the Order date. If works have not started within three months, the full Order amount becomes payable.

12.3 Where postponement is accepted, the Supplier may charge abortive fees of 10% of the Order.

12.4 Where Goods have been manufactured ready for installation, the Supplier may require payment for the products minus installation charges.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising from the Services (excluding Customer-provided materials) belong to the Supplier.

14. Data Protection

14.1 The Supplier processes all personal data in accordance with its Privacy Policy.

14.2 Customer data may be used for legitimate interests including statistical analysis, marketing, and credit control. If the Customer breaches the Contract, data may be shared with third parties for recovery procedures. The Customer must ensure lawful transfer of personal data to the Supplier.

15. Confidentiality

15.1 The Customer must not divulge confidential information relating to the Supplier’s business, assets, affairs, customers or suppliers during or after the Contract, except where permitted by law or consent is given.

15.2 Copyright in all drawings or tracings produced by the Supplier is confidential and must not be disclosed or published without written permission.

16. Limitation of Liability

16.1 Nothing limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of title and quiet possession terms under the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987.

16.2 Subject to clause 16.1, the Supplier’s total liability shall not exceed the Price.

16.3 The Supplier is not responsible for indirect or unforeseeable losses, including:
– loss of income or revenue
– loss of business, profits, or contracts
– loss of anticipated savings
– loss of data
– wasted management or office time

17. Force Majeure

17.1 The Supplier is not liable for delay or failure caused by a Force Majeure Event. Obligations will be extended accordingly. If the event lasts over 12 months, the unaffected party may terminate with two months’ written notice.

17.2 Force Majeure Events include (but are not limited to):
i. Strikes, lock-outs, industrial action
ii. Civil commotion, riot, invasion, terrorism, war
iii. Fire, explosion, storm, flood, earthquake, epidemics
iv. Impossibility of transport
v. Impossibility of telecommunications
vi. Acts or restrictions of government

18. Entire Agreement

18.1 The Contract constitutes the entire agreement.
18.2 Neither party relies on statements not included in the Contract.
18.3 The Supplier may assign, transfer or subcontract the Contract without consent.
18.4 Supplier may revise minor terms at any time.
18.5 Invalidity of one clause does not affect the rest.
18.6 Notices must be in writing and addressed to the principal business address.

19. Third Party Rights

The Contract does not grant rights to third parties under the Contracts (Rights of Third Parties) Act 1999.

20. Variations

No variation is valid unless agreed in writing by both parties.

21. Jurisdiction

The courts of England and Wales have exclusive jurisdiction over all disputes arising from the Contract.