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Terms & Conditions

Business Terms and Conditions (B2B)

These Terms and Conditions govern the supply of Goods and/or Services by Precision Timber Ltd and
apply to all supply only orders and supply and installation projects unless expressly agreed
otherwise in writing.

These Terms and Conditions are primarily intended to apply to business to business transactions and
commercial customers.

The Supplier does not ordinarily supply Goods or Services to consumers acting outside the course of
a business, trade or profession. However, where the Supplier agrees to contract with a consumer,
these Terms and Conditions shall apply except to the extent that any provision is
prohibited or overridden by applicable consumer protection legislation, including the Consumer
Rights Act 2015.

Nothing in these Terms and Conditions shall exclude or restrict any statutory rights or remedies
which cannot lawfully be excluded or limited.

1.1 In these Terms and Conditions, the following definitions apply:

  • “Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • “Client” means the person or firm who purchases the Goods and/or Services from the Supplier.
  • “Contract” means the contract between the Supplier and the Client for the supply of Goods and/or Services in accordance with these Terms and Conditions.
  • “Goods” means the goods (or any part of them) set out in the Quotation.
  • “Goods Specification” means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Client and the Supplier.
  • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • “Order” means the Client’s acceptance of the Supplier’s Quotation.
  • “Practical Completion” means the stage in the execution of the Services when the Services are complete except for minor omissions and defects that do not prevent the Goods and/or Services from being used for their intended purpose.
  • “Pre-Contract Information” means the information provided by the Client to the Supplier prior to the Quotation, including but not limited to site dimensions, access requirements, and ground conditions.
  • “Quotation” means the Supplier’s written quotation for the Goods and/or Services.
  • “Services” means the services, including the installation of the Goods, supplied by the Supplier to the Client as set out in the Goods Specification.
  • “Supplier” means Precision Timber Ltd (registered in England and Wales with company number 08844888).

1.2 Construction. In these Terms and Conditions, the following rules apply:

  • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • a reference to a party includes its personal representatives, successors or permitted assigns;
  • a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • a reference to writing or written includes faxes and e-mails.

2.1 The Quotation constitutes an offer by the Supplier to supply the Goods and/or Services on these Terms and Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3.1 The Goods and Services shall be supplied substantially in accordance with the Quotation and Goods Specification.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

3.3 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.5 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

4.1 The Client shall provide complete, accurate and timely information required for the Contract, including any Pre-Contract Information.

4.2 The Client shall ensure that the terms of the Order and the Goods Specification are complete and accurate.

4.3 The Client shall cooperate with the Supplier in all matters relating to the Services.

4.4 The Client shall provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client’s premises and other facilities as reasonably required by the Supplier to provide the Services.

4.5 The Client shall provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.

4.6 The Client shall prepare the Client’s premises for the supply of the Services, including ensuring that the site is clear, level and free from obstructions, and that all necessary services (such as electricity and water) are available.

4.7 The Client shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

4.8 The Client shall keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

4.9 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

  • the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
  • the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.9; and
  • the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

5.1 All quotations are prepared in good faith based on the information available at the time of pricing and without intrusive investigation unless expressly stated otherwise.

5.2 The Client shall be responsible for complying with its duties as Client under the Construction (Design and Management) Regulations 2015 and for ensuring that the Supplier is provided with a comprehensive and accurate site survey, together with detailed, accurate and up-to-date information regarding underground and overground services.

5.3 No liability shall be accepted by the Supplier for damage to services or consequential losses where accurate and complete information has not been provided by the Client before the works commence.

5.4 If site conditions differ from those reasonably assumed at quotation stage, including access restrictions, buried obstructions, drainage issues, unsuitable substrates, hidden services or additional safety or compliance requirements, the Supplier may revise its price and programme accordingly.

5.5 Where unforeseen conditions or additional works are identified, the Supplier shall notify the Client as soon as reasonably practicable. Any additional works, labour, plant, materials, transport, waiting time, reattendance, redesign or associated costs shall be chargeable in addition to the Contract price.

5.6 If delays arise due to the Client’s act, omission, delay or failure to provide timely instructions, attendance, access or cooperation the Supplier shall be entitled to recover all costs, losses and expenses incurred as a result of such delay, including labour, plant, standing time, remobilisation and associated costs, together with any reasonable administrative costs. The Supplier shall also be entitled to revise the programme and any completion dates accordingly.

5.7 The Supplier also reserves the right to charge cost plus a reasonable allowance for overhead, administration and profit, including an uplift of up to 25% on any additional costs of works, labour, materials, plant hire, transport and associated costs required to complete the installation to the Supplier’s product performance requirements or applicable safety standards.

5.8 Any variation requested by the Client must be confirmed in writing. The Supplier shall not be obliged to proceed with any variation. Where the Supplier agrees to proceed, it shall not do so unless and until the Client has confirmed in writing its acceptance of all associated costs and programme implications.

5.9 The Supplier reserves the right to apply a minimum administration and processing charge to any variation, including minor changes, additional instructions or requests for extra work, unless otherwise agreed in writing. The Supplier may apply such charge to each individual variation or instruction.

5.10 Where the Supplier is expressly appointed in writing as Principal Contractor:

(a) such appointment shall be limited to the scope of works defined in the Contract;

(b) the Client shall provide full and accurate Pre-Construction Information prior to commencement; and

(c) the Supplier shall be entitled to recover any costs, losses or delays arising from incomplete or inaccurate information provided by the Client.

5.11 The Supplier shall not be liable for any breach of statutory duty, delay, loss, cost or consequence arising from inaccurate, incomplete or late information provided by the Client.

6.1 Any dates or times given for delivery, manufacture, site survey, commencement, installation or completion are estimates only and time shall not be of the essence unless expressly agreed by the Supplier in writing.

6.2 Unless expressly agreed otherwise in writing, all deliveries shall be Kerbside Deliveries only and delivery shall be deemed complete upon unloading of the Goods at the Delivery Location.

The Supplier shall not be responsible for:

  1. a) moving Goods beyond the Kerbside delivery point;
  2. b) moving Goods into any premises, building, garage, garden, or private property;
  3. c) carrying Goods over steps, stairs, gravel, soft ground, gradients, uneven surfaces, or obstacles; or
  4. d) positioning, installing, fitting, or assembling the Goods.

Risk in the Goods shall pass to the Client immediately upon completion of Kerbside delivery.

6.3 Large Deliveries shall normally be carried out as Moffett Deliveries, subject to operational availability, site suitability, safe access, weather conditions, and the operational and safety requirements of the Supplier and its delivery partners.

The Client shall ensure that suitable access and unloading conditions are available for a Moffett Delivery, including:

  1. a) adequate unloading space;
  2. b) safe vehicle access and manoeuvring room;
  3. c) level and stable ground conditions suitable for Moffett operation; and
  4. d) freedom from obstructions or hazards which may prevent safe unloading.

6.4 Where, in the Supplier’s reasonable opinion, a Moffett Delivery cannot be completed due to operational limitations, safety concerns, unsuitable access, unsuitable ground conditions, weather conditions, equipment availability, or other circumstances beyond the Supplier’s reasonable control, the Supplier may:

  1. a) postpone or rearrange delivery;
  2. b) refuse or suspend delivery; and/or
  3. c) return the Goods to depot.

If suitable unloading assistance is unavailable, the Supplier may refuse delivery and apply additional charges.

6.5 The Client shall notify the Supplier in writing prior to delivery of any delivery restrictions or special requirements, including:

  1. a) height, width or weight restrictions;
  2. b) narrow roads or restricted vehicle access;
  3. c) timed access windows;
  4. d) parking restrictions;
  5. e) pedestrian zones;
  6. f) traffic management requirements;
  7. g) craneage requirements; or
  8. h) any other site conditions or restrictions which may affect delivery, unloading, or installation.

The Supplier shall not be liable for any delay, failed delivery, additional cost, or inability to complete delivery arising from the Client’s failure to provide such information.

6.6 The Supplier may refuse, suspend, or abort delivery or installation where, in the reasonable opinion of the Supplier, its employees, agents, or delivery partners:

  1. a) access is unsafe, obstructed, or unsuitable;
  2. b) unloading cannot be carried out safely;
  3. c) suitable assistance or site attendance is unavailable;
  4. d) ground conditions are unsuitable for unloading equipment; or
  5. e) delivery or installation would risk injury, damage, or breach of health and safety requirements.

Any resulting costs, including storage, redelivery, rehandling, craneage, special delivery costs, wasted time, return-to-depot charges, remobilisation, or additional transport costs, shall be payable by the Client.

6.7 If the Client delays, postpones, suspends, or otherwise prevents delivery, installation, access to site, or site readiness after the Goods have been manufactured, procured, allocated, or prepared for dispatch, the Supplier shall be entitled to:

  1. a) invoice immediately for the Goods and all work, services, materials, and costs incurred up to that date; and
  2. b) charge for storage, handling, redelivery, remobilisation, and any other reasonably incurred costs.

All such sums shall be payable in cleared funds before any further works or deliveries are undertaken.

6.8 Unless otherwise stated in the Quotation, installation prices are based on the works being carried out continuously during the agreed installation period and during the Supplier’s normal working hours of 7:30am to 4:30pm on Business Days.

Additional charges may apply where return visits, extended attendance, aborted visits, overtime working, or additional labour are required due to:

  1. a) Client delay;
  2. b) restricted access;
  3. c) third-party disruption;
  4. d) incomplete site readiness; or
  5. e) circumstances outside the Supplier’s reasonable control.

6.9 The Client shall inspect the Goods immediately upon delivery.

Any visible damage, shortage, defect, or discrepancy must be notified to the Supplier in writing within twenty four (24) hours of delivery together with supporting photographic evidence.

Failure to provide such notice within that period may prejudice courier claims and the Supplier’s ability to provide replacement Goods, repairs, or credit

7.1 If the Supplier’s works are delayed, prevented, disrupted or made less efficient by any act, omission or default of the Client, the Supplier shall be entitled to recover all resulting losses and costs.

7.2 Such costs may include standing time, wasted labour, plant hire, remobilisation, additional travel, storage, supervision, re-programming, accommodation and third-party charges.

7.3 Without limiting clauses 7.1 and 7.2, where delays are caused by the Client’s failure to provide accurate site survey information or utilities information, the Supplier reserves the right to charge an additional standing day fee of £1,200.00 ex VAT per day.

7.4 The Supplier may also charge an aborted visit fee or remobilisation charge where the site is not ready, access is unavailable, or the works are prevented for reasons outside the Supplier’s control but within the Client’s responsibility.

8.1 Practical Completion shall occur when the works are substantially complete and capable of being used for their intended purpose, notwithstanding minor defects, omissions or snagging items which do not materially affect safe use, operation or intended function.

8.2 Minor defects, omissions, aesthetic comments, adjustments or snagging items shall not prevent Practical Completion and shall not entitle the Client to refuse handover, delay sign-off or withhold any payment other than the expressly agreed final snagging balance.

8.3 The existence or remedying of minor snagging items shall not prevent the works from being used for their intended purpose.

8.4 The Supplier shall notify the Client when the works have reached Practical Completion and may issue a Completion Certificate to record that status.

8.5 The Client shall inspect the works promptly following notification of Practical Completion and shall issue any snagging list in writing within 5 Business Days of such notification.

8.6 Any snagging list must be sufficiently detailed to identify the item complained of and must relate only to minor defects, omissions, adjustments or finishing items which do not materially affect safe use, operation or intended function.

8.7 If no written snagging list is issued by the Client within 5 Business Days of notification of Practical Completion, the works shall be deemed accepted for payment purposes.

8.8 If the Client uses, occupies, opens, brings into service or otherwise permits the works, or any substantial part of them, to be used for their intended purpose after notification of Practical Completion, the works shall be deemed to have achieved Practical Completion and to have been accepted for payment purposes.

8.9 The Supplier shall remedy any properly notified snagging items within a reasonable period, having regard to the nature of the snagging items, availability of labour and materials, site access, weather conditions and any third-party dependencies.

8.10 The Client shall not be entitled to withhold any payment because of snagging other than the expressly agreed final snagging balance. Minor snagging items shall not justify the withholding of any other sum.

8.11 Any final snagging balance shall become due within 5 Business Days of completion of the agreed snagging items, or, where no valid snagging list is issued, within 5 Business Days of notification of Practical Completion.

8.12 Sign-off, handover or acknowledgment of completion shall not be unreasonably withheld, delayed or refused by the Client.

8.13 If the Client’s representative is unavailable or declines to sign the Completion Certificate, the Supplier may still issue it as evidence of notification of Practical Completion.

9.1 The price for the Goods and/or Services shall be the price set out in the Quotation, order confirmation, or invoice and shall be exclusive of VAT, insurance, packaging, carriage, transport and any other applicable taxes, duties or charges unless expressly stated otherwise. VAT shall be payable at the prevailing rate.

9.2 The Supplier reserves the right to increase the price of the Goods and/or Services by giving notice to the Client at any time before delivery and/or installation to reflect:

  1. a) any increase in the cost of labour, materials, timber, third-party supplies, transport, fuel, energy, utilities, plant, insurance, import costs, duties, taxes or overheads;
  2. b) any shortage, interruption or market volatility affecting labour, materials, fuel, transport, utilities or supply chains;
  3. c) any change to delivery dates, quantities, specification, design, scope of works, law, regulatory requirement or site conditions;
  4. d) any delay, suspension or disruption caused by the Client, third parties, geopolitical events, war, sanctions, civil unrest, government action or circumstances beyond the Supplier’s reasonable control; or
  5. e) any inaccuracy, omission or inadequate information supplied by the Client.

Project Works Including Supply and Installation

9.3 For projects involving installation works, payment shall be made in the following stages:

  1. a) 40% deposit upon acceptance of the order or quotation;
  2. b) 30% upon commencement of works, manufacture, procurement or site mobilisation;
  3. c) 20% upon Practical Completion; and
  4. d) 10% upon completion of any agreed snagging items.

The Supplier may invoice each stage payment as it becomes due and time for payment shall be of the essence.

9.4 Any snagging list must:

  1. a) be agreed between the parties in writing within five (5) Business Days of Practical Completion; and
  2. b) relate only to minor remedial items.

The existence of snagging items shall not entitle the Client to withhold payment of any sum other than the agreed snagging retention amount.

If no written snagging list is provided within five (5) Business Days of Practical Completion, the works shall be deemed fully complete and the final balance shall become immediately due and payable.

9.5 No retention shall apply unless expressly agreed in writing by the Supplier prior to the Contract. Where retention is agreed, the amount, terms and release mechanism shall be expressly set out in the Contract documents.

Supply Only Orders

9.6 For supply only orders placed by local authorities schools, academies or other public sector bodies approved by the Supplier:

  1. a) orders with a value of up to £2,500 excluding VAT shall be payable in full in advance of manufacture, procurement or dispatch; and
  2. b) orders exceeding £2,500 excluding VAT shall be payable as follows:
  3. i) 50% upon ordering; and
  4. ii) 50% prior to dispatch or delivery.

9.7 For all other supply only orders, and for all private sector, trade, commercial customers not expressly approved for credit terms by the Supplier, payment shall be due in full in cleared funds prior to manufacture, procurement, dispatch, delivery or installation.

Credit Accounts

9.8 Approval of any credit account shall be subject to such credit checks, references and internal approval criteria as Precision Timber Ltd may require.

Any approved credit account shall be subject to such credit limits and payment terms as Precision Timber Ltd may notify to the Client from time to time.

9.9 Precision Timber Ltd reserves the right, at its sole discretion, to approve, refuse, suspend, withdraw or vary any credit account, credit limit or account terms at any time.

Non Payment and Suspension Rights

9.10 All sums due under the Contract shall be paid in full and in cleared funds, without set-off, counterclaim, deduction or withholding except where required by law.

9.11 If the Client fails to make payment when due, the Supplier may:

  1. a) suspend manufacture, procurement, dispatch, delivery, installation or further performance of the Contract;
  2. b) withhold attendance, documentation, warranties or certification;
  3. c) demobilise from site;
  4. d) reallocate labour, plant, vehicles and resources to other projects;
  5. e) revise any programme, delivery date or completion date;
  6. f) withdraw any credit account or credit terms; and/or
  7. g) recover any remobilisation, storage, delay, additional attendance, transport or associated costs incurred.

9.12 The Supplier reserves the right to suspend performance of the Contract, withhold delivery, refuse to proceed to any further stage of the works or delay attendance until all overdue sums have been paid in full in cleared funds.

9.13 Where the Supplier has reasonable grounds for concern regarding the Client’s financial position, credit status or payment history, the Supplier reserves the right to:

  1. a) withdraw, suspend or amend any credit terms;
  2. b) require payment in full or cleared funds in advance; and/or
  3. c) refuse further supply or performance under the Contract.

9.14 If the Client fails to make any payment due under the Contract by the due date, the Supplier reserves the right to charge:

  1. a) interest at a rate of 15% per annum above the Bank of England base rate;
  2. b) statutory compensation; and
  3. c) any reasonable legal, administrative or debt recovery costs incurred by the Supplier in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

10.1 If the Client delays, postpones or suspends delivery, installation, access to site or site readiness after the Goods have been manufactured, procured or prepared for delivery, the Supplier shall be entitled to invoice immediately for the Goods and for all work, services, materials, storage, labour and other costs incurred up to that date. All such sums shall be payable in cleared funds prior to any further deliveries, installation works, services, or continued performance by the Supplier.

10.2 Finished Goods may be stored free of charge for up to 5 Business Days from the original planned delivery or installation date.

10.3 After the initial 5 business days, storage shall be charged at: (a) £12.00 plus VAT per day for a standard pallet space; and (b) £20.00 plus VAT per day for oversized palletised Goods or equivalent storage footprint.

10.4 Any additional redelivery, rehandling, transport, craneage, offloading, remobilisation, administration or special delivery costs arising from delayed delivery, postponed installation, failed access, restricted access, failed attendance or Client-requested changes shall be chargeable to the Client in addition.

11.1 All product guarantees apply from the date of delivery for supply-only orders, or from the date of Practical Completion where the Goods form part of a supply and installation contract, unless expressly stated otherwise in writing.

11.2 Product guarantees apply to defects arising from faulty materials or manufacturing only, unless expressly stated otherwise in writing.

11.3 Unless expressly stated otherwise in writing, product guarantees do not apply to:

(a) fair wear and tear;

(b) vandalism, misuse, abuse, neglect or accidental damage;

(c) failure to follow the Supplier’s or manufacturer’s instructions for storage, handling, installation, use, inspection or maintenance;

(d) damage caused by third parties, unauthorised alterations, repairs or modifications;

(e) abnormal site conditions, ground movement, poor drainage, unsuitable foundations, unsuitable substrates or structural instability in existing surfaces or adjoining works;

(f) UV discolouration, natural weathering, colour variation, batch variation, colour transfer, carbon transfer, slight yellowing, fading, shrinkage, expansion, movement in natural materials, differences in grain, texture or finish, or any inability to achieve an exact match with existing or previous products, surfaces or materials, including patch repairs, replacement products, overlays, extensions, additions, alterations or natural timber, where such differences do not materially affect the intended function of the product; or

(g) patch repairs, tying into existing products or surfaces, overlays, extensions, additions or alterations to existing installations unless expressly agreed otherwise in writing.

11.4 Where Goods are installed onto, over or adjacent to existing surfaces, structures or substrates, the Supplier gives no warranty or guarantee as to the strength, stability, drainage performance, bond, movement or long-term performance of those existing surfaces, structures or substrates unless expressly stated otherwise in writing.

11.5 Where any product or component is not manufactured by the Supplier, any guarantee shall be limited to the guarantee offered by the original manufacturer or supplier of that product or component.

11.6 Product guarantees are conditional upon the Goods being properly inspected, maintained and used only for their intended purpose. The Client shall remain responsible for ongoing inspection, maintenance and safe operation of the Goods after delivery or Practical Completion.

11.7 Any defect, failure or alleged guarantee claim must be notified to the Supplier in writing as soon as reasonably practicable after discovery and within the applicable guarantee period.

11.8 The Supplier shall be given a reasonable opportunity to inspect the Goods and, where reasonably required, the Goods or affected components shall be made available for inspection before any repair, replacement or remedial action is undertaken by others.

11.9 The Supplier reserves the right, at its option, to repair, replace or make good any product or component which is accepted as being covered by guarantee.

11.10 Unless expressly stated otherwise in writing, product guarantees cover the faulty product or component only and do not automatically include removal, access equipment, lifting equipment, transport, reinstallation, reinstatement, surfacing removal/replacement, making good, consequential loss or any third-party costs.

11.11 Any repaired or replacement product or component supplied under guarantee shall only benefit from the remainder of the original guarantee period unless otherwise agreed in writing.

11.12 For supply-only orders, the Client is solely responsible for ensuring that the Goods are suitable for the intended location, use, ground conditions, fixing method and any relevant compliance requirements unless the Supplier has expressly accepted design responsibility in writing.

11.13 Except where expressly agreed in writing by a Director of the Supplier, the Supplier does not warrant that the Goods or Services are fit for any particular purpose, specification, environment or intended application and the Client shall remain responsible for satisfying itself as to suitability.

11.14 All warranties, guarantees, aftercare obligations and remedial obligations of the Supplier shall be automatically suspended while any payment or other sum due under the Contract remains overdue.

12.1 Project and installation guarantees apply only where the Supplier has been contracted to carry out the relevant installation, groundwork, surfacing, associated site works or other Services as part of the Contract.

12.2 Unless expressly stated otherwise in writing, all installation and workmanship carried out by the Supplier is guaranteed for a period of 12 months from Practical Completion against defects arising directly from faulty workmanship.

12.3 Where the Supplier has undertaken surfacing, groundwork, foundations, fitting, erection, assembly, landscaping or associated installation works, the guarantee shall apply only to the scope of works expressly included within the Quotation or Goods Specification.

12.4 Project and installation guarantees do not apply to: (a) fair wear and tear; (b) vandalism, misuse, neglect, abuse or accidental damage; (c) inadequate or improper maintenance, inspection or aftercare by the Client or end user; (d) damage caused by third parties, including third-party contractors, maintenance teams, grounds teams or other trades; (e) movement, failure, instability or deterioration in existing surfaces, sub-structures, drainage systems, edgings, retaining features, foundations, ground conditions or adjoining works not carried out by the Supplier; (f) settlement, sinking, movement, cracking or failure caused by abnormal ground conditions, hidden obstructions, poor drainage, ground shrinkage, ground heave, washout, flooding or unsuitable substrate conditions unless expressly included in the Supplier’s contracted scope and caused directly by the Supplier’s workmanship; (g) patch repairs, tie-ins, extensions, overlays, adjoining works or modifications to existing installations or surfaces unless expressly agreed otherwise in writing; (h) any issue caused by inaccurate or incomplete site information, service drawings, utility information, levels, dimensions, access assumptions or instructions provided by the Client; or (i) any variation, alteration or repair undertaken by others after Practical Completion.

12.5 Where the Supplier installs onto existing ground, existing surfacing, existing structures or client-prepared areas, no guarantee is given in relation to the performance, drainage, stability, bond or movement of those existing elements unless expressly stated otherwise in writing.

12.6 Any guarantee relating to installation or surfacing is conditional upon the area being used only for its intended purpose and being properly maintained and inspected after handover.

12.7 Any alleged defect in the project works or installation must be notified to the Supplier in writing as soon as reasonably practicable after discovery and within the applicable guarantee period.

12.8 The Supplier shall be given a reasonable opportunity to inspect any alleged defect before any remedial works are undertaken by others. The Client shall not carry out, or permit any third party to carry out, any remedial works without the Supplier’s prior written consent, and the Supplier shall not be liable for any costs, losses or damage arising from works carried out without such consent.

12.9 Where the Supplier accepts that a defect is covered by the project or installation guarantee, the Supplier shall, at its option, repair, replace or make good the defective workmanship.

12.10 Unless expressly stated otherwise in writing, project and installation guarantees cover the defective workmanship only and do not automatically include redesign, upgrades, betterment, work outside the original scope, client delays, temporary works by others, or consequential loss.

12.11 Where a defect is caused partly by the Supplier’s workmanship and partly by factors outside the Supplier’s control, the Supplier reserves the right to limit its remedial obligation to the element directly attributable to its own workmanship.

12.12 Where surfacing is installed by the Supplier, any guarantee shall exclude issues arising from existing substrate instability, drainage failure, patch repairs, colour variation, UV or weathering effects, movement at joints or edges, and any interface with existing surfaces unless expressly stated otherwise in writing.

12.13 Unless expressly agreed otherwise in writing, all removed materials, excavated spoil, waste materials and packaging shall remain the property and responsibility of the Client. Where the Supplier agrees to remove or dispose of such materials, additional charges may apply.

12.14 Natural timber, timber-based products and external materials may vary in grain, texture, colour, finish and appearance and may naturally weather, fade, crack, split, shrink, expand or move over time. Such characteristics shall not constitute defects.

12.15 Unless expressly agreed in writing by the Supplier, the Supplier accepts no design responsibility whatsoever and all drawings, layouts, specifications, concepts, dimensions and recommendations are provided for general guidance only.

13.1 Title to the Goods shall not pass to the Client until the Supplier has received payment in full, in cleared funds, for the Goods and for all other sums due from the Client to the Supplier.

13.2 Until title passes, the Client shall store the Goods separately, keep them identifiable as the Supplier’s property, maintain them in satisfactory condition, insure them for their full value, and not remove any identifying marks.

13.3 If the Client fails to pay any sum due, the Supplier may enter any premises where the Goods are stored and recover them.

13.4 Until title to the Goods passes, the Supplier shall be entitled to enter any premises where the Goods are stored to inspect, identify or recover them. The Client shall not sell, transfer, incorporate or dispose of the Goods except in the ordinary course of business and shall hold any proceeds of sale on trust for the Supplier until payment in full has been received.

14.1 The Supplier may suspend performance of the Contract immediately if the Client fails to pay any sum due, fails to provide necessary information, fails to provide site access, or otherwise commits a material breach.

14.2 The Supplier may terminate the Contract immediately by written notice if the Client commits a material breach and, where the breach is remediable, fails to remedy it within a reasonable time after written notice.

14.3 The Supplier may terminate the Contract immediately if the Client becomes insolvent or its financial position deteriorates so far as to place payment at risk.

14.4 Termination shall not affect any accrued rights, remedies or sums already due.

15.1 The Client may request cancellation or postponement only by written notice.

15.2 Cancellation or postponement shall be effective only if accepted by the Supplier in writing.

15.3 The Supplier may charge cancellation, restocking, storage, wasted administration, design, procurement and manufacturing costs arising from cancellation or postponement.

15.4 The Supplier reserves the right to charge cancellation costs up to 95% of the Contract price, depending on the stage reached and costs incurred, including but not limited to design, procurement, manufacture, logistics and labour allocation.

15.5 A restocking charge of 35% of the Contract price will apply to returned Goods where return is accepted by the Supplier.

15.6 The Client may request postponement of delivery, installation or performance of the Contract by notifying the Supplier in writing. Any postponement request shall be subject to the Supplier’s prior written agreement and the Supplier shall be under no obligation to accept such request.

The Supplier may, at its sole discretion, agree to postpone delivery, installation or performance for a period of up to six (6) months from the date of the order.

15.7 Where postponement is accepted, the Supplier reserves the right to charge for any storage, handling, administration, remobilisation, transport, labour, material holding, price increases, abortive costs and any other associated costs incurred as a result of the postponement.

Where postponement exceeds six (6) months from the date of the order, the Supplier reserves the right to terminate the Contract and apply cancellation charges in accordance with clause 15.10.

15.8 Where Goods have been manufactured ready for installation, the Supplier reserves the right to require payment for the Goods less any unperformed installation charges.

15.9 Without limiting clause 15.4, the Supplier may apply staged cancellation charges as follows:
(a) pre-procurement: up to 25%;
(b) before manufacturing and/or materials ordered: up to 50%;
(c) during and after manufacture or procurement: up to 75%;
(d) post-dispatch or scheduled installation: up to 95%.

15.10 Where the Client becomes insolvent, enters administration, liquidation, bankruptcy, a voluntary arrangement, has a receiver appointed, ceases trading or where the Supplier reasonably believes payment is at risk, the Supplier may immediately suspend or terminate the Contract, reclaim Goods, withhold further deliveries, require advance payment and recover all associated storage, transport and recovery costs.

16.1 All Intellectual Property Rights in the Supplier’s drawings, layouts, visuals, specifications, concepts, documents and materials shall remain vested in the Supplier.

16.2 The Client shall not copy, share, disclose or use any such materials for any purpose other than the proposed project without the Supplier’s written consent.

16.3 Each party shall keep the other’s confidential information confidential except where disclosure is required by law or reasonably necessary for the performance of the Contract.

17.1 The Supplier shall process personal data in accordance with its privacy policy and applicable data protection law.

17.2 The Supplier may use Client data for contract administration, credit control, statistical analysis, marketing of its services, legal compliance and legitimate business purposes.

18.1 The Supplier shall maintain public liability insurance with a minimum cover of £10,000,000 per claim.

18.2 The Supplier shall maintain employer’s liability insurance in accordance with statutory requirements.

18.3 Evidence of such insurance shall be made available upon reasonable request.

18.4 The Supplier shall not be responsible for loss or damage to existing site conditions, structures or third party assets unless caused by its proven negligence.

18.5 Unless expressly agreed in writing by a Director of the Supplier, the Supplier shall not be liable for:

  1. a) any liquidated damages, delay damages, loss of use, loss of revenue, loss of funding, loss of profit or contractual penalties;
  2. b) any claims made by third party contractors, subcontractors, consultants, end users or other third parties; or
  3. c) any costs arising from project delay, resequencing, extended preliminaries, standing time, site management costs or programme disruption, except to the extent directly caused by the Supplier’s proven breach of Contract.

18.1 The Supplier shall maintain public liability insurance with a minimum cover of £10,000,000 per claim.

18.2 The Supplier shall maintain employer’s liability insurance in accordance with statutory requirements.

18.3 Evidence of such insurance shall be made available upon reasonable request.

18.4 The Supplier shall not be responsible for loss or damage to existing site conditions, structures or third party assets unless caused by its proven negligence.

18.5 Unless expressly agreed in writing by a Director of the Supplier, the Supplier shall not be liable for:

  1. a) any liquidated damages, delay damages, loss of use, loss of revenue, loss of funding, loss of profit or contractual penalties;
  2. b) any claims made by third party contractors, subcontractors, consultants, end users or other third parties; or
  3. c) any costs arising from project delay, resequencing, extended preliminaries, standing time, site management costs or programme disruption, except to the extent directly caused by the Supplier’s proven breach of Contract.

20.1 The Supplier shall not be liable for any delay, failure, interruption or inability to perform any obligation under the Contract arising from or caused by circumstances beyond its reasonable control (“Force Majeure Event”), including, without limitation, acts of God, extreme weather, flood, drought, storm, lightning, fire, explosion, epidemic, pandemic, disease outbreak, infestation, animal interference, acts or omissions of third parties, labour shortages or disputes, industrial action, shortages of materials or utilities, supply chain disruption, transport disruption, vehicle breakdown, plant or machinery failure, cyber attack, utility interruption, telecommunications failure, government action, changes in law, embargo, sanctions, war, terrorism, civil unrest, riot, accident, or any other event or circumstance beyond the reasonable control of the Supplier.

20.2 Where a Force Majeure Event occurs, the Supplier shall be entitled to:

  1. a) suspend or delay performance of the Contract;
  2. b) revise delivery dates, programmes or completion dates;
  3. c) allocate labour, materials, transport, plant or resources as the Supplier reasonably considers appropriate; and/or
  4. d) recover any additional costs reasonably incurred as a result of the Force Majeure Event.

The Supplier shall not be liable for any resulting delay, loss, damage or additional cost suffered by the Client.

20.3 Where a Force Majeure Event continues for a prolonged period or materially increases the cost, difficulty or impracticability of performance, the Supplier may, on written notice:

  1. a) revise the Contract price accordingly;
  2. b) suspend performance of the Contract; and/or
  3. c) terminate the Contract in whole or in part without liability to the Client.

21.1 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings.

21.2 No failure or delay by the Supplier in exercising any right shall constitute a waiver.

21.3 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21.4 The Supplier may transfer, assign, charge, subcontract or dispose of the Contract, or any of its rights or obligations, without the Client’s consent.

21.5 Any notice under the Contract must be in writing and sent to the relevant party’s principal business address or notified email address.

21.6 A person who is not a party to the Contract shall have no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

21.7 The Client shall maintain adequate insurance in respect of:

  1. a) the site and all existing structures;
  2. b) stored Goods and materials whether on site or off site;
  3. c) contract works, partially completed works and unfixed materials where applicable;
  4. d) vandalism, theft, malicious damage and accidental damage occurring after delivery, handover or Practical Completion;
  5. e) weather related loss or damage occurring after delivery, handover or Practical Completion;
  6. f) third party property and adjoining land or structures; and
  7. g) public liability risks except to the extent directly caused by the proven negligence of the Supplier.

22.1 The Supplier may take photographs and/or video of the completed works once the project is finished and the area is clean, safe and presentation-ready. Such content may be used for internal records, portfolio purposes, website content, social media, case studies and general marketing.

22.2 Where the Supplier wishes to include children or other identifiable individuals in any photographs or video content of the completed works for marketing purposes, this must be agreed separately in advance. The Supplier shall be entitled to rely on the Client’s confirmation that all necessary consent, permissions and notices are in place.

22.3 Children or other identifiable individuals appearing in imagery shall not be a requirement of the Contract.

22.4 The Supplier shall not identify children by name in any marketing materials and the Client warrants that all necessary permissions, notices and consents have been obtained for any photography or video content.

This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

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