TERMS & CONDITIONS OF SALE
1.1. “Company” means all trading names within Melbros Limited, Melbros House, Great Central Way, Rugby, CV21 3XH. Company registration number 1938665. VAT Registration number 420 820 590. "Kuche and Bagno" is a trading name of Melbros Limited.
1.2. “The Buyer” means any purchaser, firm, company or organisation placing an order with the “Company”.
1.3. ”Company’s Signatory” means a Director or Company Secretary of Melbros Limited.
2.1. These terms and conditions apply to all goods and services supplied by the Company and shall prevail over any terms and conditions referred to by the Customer whether in negotiations or otherwise and do not affect the Customers statutory rights.
2.2. No variation of these terms and conditions shall be valid unless made in writing and signed by the Company’s Signatory.
2.3. In the event that any part of these terms and conditions are held to be invalid such invalidity shall not alter the validity of any other part or parts of the same and each clause and sub-clause shall be capable of independent existence.
2.4. Unless otherwise agreed in writing the Company’s conditions herein set out shall be deemed incorporated in any order placed by the Buyer and any acceptance of a Buyer’s order by the company shall be deemed subject to the acceptance by the Buyer of these conditions in the event of any conflict arising between these conditions and any conditions which the buyer might additionally seek to impose in relation to this order, the Company’s conditions shall prevail. These conditions override and replace any other conditions of the Company.
2.5. The Company reserves the right to substitute other components or materials of equivalent strength and quality when the components or materials specified are not readily available and to adopt any modifications in construction, design or specification that it may consider necessary.
2.6. All goods are subject to variations in colour and markings inherent with the type of goods supplied, and no goods are warranted to be exact replicas of any samples or descriptions provided.
3. Quotations and Prices
3.1. Our quotations do not constitute an offer. Orders placed with the Company shall not be binding on the Company or deemed accepted by it unless and until a written and an unqualified acknowledgement and acceptance of such orders is issued to the Buyer by the Company.
3.2. Any fixed price assurances are as detailed within the quotation. All other prices are subject to variation up until order acceptance.
3.3. On agreement of the quote and specification, the Customer must sign and return The Company’s contract to the Company to cover the total value of the project/quote. Work will not commence in any part until the signed contract has been received.
3.4. The Customer must sign all plans to confirm they are correct and return with the contract.
3.5. The prices quoted refer to the project specified on the quotation and are not transferable. Any alteration of products or unit numbers may have price implications.
3.6. The price shall be deemed to be the Company’s price prevailing at the date of dispatch of the goods to the Buyer.
3.7. All prices quoted unless otherwise stated include one delivery and are exclusive of VAT. Such VAT shall be paid by the Customer at the prevailing rate at the date of invoice, please see clause 13.
3.7. A quotation based on drawings, design, specifications and/or measurements supplied by the Customer is given as an estimate only of the Company’s prices. In no circumstances whatsoever shall the Company be liable for any direct, indirect and/or consequential loss arising from any errors or omissions in the drawings, designs or specifications. We reserve the right to re-plan and where additional costs are involved, may raise additional charges.
4. Terms of Payment
4.1. Where a settlement discount is allowed this will be stated by the Company and may only be taken if the account relating to these goods is paid within thirty days of the end of the month of dispatch of the goods in all other cases settlement of account is strictly net and payable within thirty (30) days or the end of the month of dispatch of the goods. Any payments or part thereof remaining unpaid after such period of thirty (30) days shall be in absolute discretion of the company, carry interest thereon at the rate of 4% per annum above the Bank of England’s Minimum Lending Rate prevailing during the period such unpaid balance remains unpaid and shall be added to the said balance due from the Buyer to the Company and calculated on a daily basis.
4.2. The normal terms of payment are a sum equal to a minimum of 50% deposit value of the quotation price which is to be paid at the time of the contract acceptance. The balance is due prior to delivery in all circumstances.
4.3. The Company does not accept any credit card payments.
4.4. All payments must be made by debit card, bank transfer or cash. Where cash payments are accepted these are capped at £10,000 per customer order.
4.5. The balance must be received in the form of cleared funds 10 working days prior to delivery in the form of a bacs/bank transfer.
4.6. If delivery is delayed by the customer the balance payment is due in full within 3 months of the original estimated delivery date or prior to delivery, whichever is earlier.
4.7. Storage charges will apply after 30 days of free storage has expired and they will be due for payment 7 days after invoice or 10 working days prior to delivery whichever event occurs first.
4.8. Retentions will not be allowed.
5. Delivery and Transport
5.1. Unless otherwise agreed in writing the Company reserves the right to charge the Buyer the cost of transportation of the goods to the destination which appears on the Buyer’s order. In all cases the Buyer warrants that in cases where delivery is to be made by road transport, sufficient and suitable access to the said destination including a road surface capable of withstanding the weight and size of the transport and loads involved is available. In the event of any additional costs or expenses being incurred by the Company, the full amount thereof on demand.
5.2. All prices include one scheduled delivery. Where more than one delivery to site is requested and additional costs are involved the Customer may be required to pay additional charges.
5.3. Whilst every effort is made to deliver goods on the dates within the periods mentioned in the Contract, such dates shall be deemed to be for information purposes only and shall not form part of the terms and conditions of the contract unless specifically agreed in writing to be “essence of the contract” and in the absence of such special agreement the Company accepts no liability whatsoever for any loss or damage of any nature and howsoever arising which may be suffered by the Buyer as a result of any failure on the part of the company to deliver goods on or within the dates or periods mentioned in the contract.
5.4. Contracts and deliveries may be suspended due to events outside of the Company’s direct control, including, but not limited to availability of goods from third parties, any theft, strike, lock out, accident, civil disturbance, force majeure or any other occurrence preventing or delaying the Company meeting our contractual obligations.
5.5. The Company will supply a bathroom/kitchen plan and appliance specification listing on request to the Mechanical and Electrical sub-contractor. It is the responsibility of the Customer to request clarification of any anomalies, contradictions or omissions in the plan. Extraction performance information will be provided upon request and the interpretation of flow rates and performance data by the Customer or their advisors is outside the control of the Company, it is therefore not the responsibility of the Company to determine the suitability of the extractor hood specified.
5.6. The Company is contracted for a supply only service. Therefore, all goods must be inspected, accepted and signed for at the point of delivery.
Any damages or shortages must be notified to the driver at the point of delivery and confirmed in writing within three (3) days. It is the responsibility of the Customer to ensure goods are examined upon delivery and the Company takes no responsibility for any damages or shortages notified after delivery.
6. Risk and Title to Goods
6.1. The risk in the goods passes to the Buyer upon delivery but the title in the goods remains vested in the Company and shall only pass from the company to the Buyer upon full payment being made by the Buyer of all sums to the Company, its parent company or any company which is a subsidiary of the Company or such parent company by the buyer. In event of the goods being sold by the Buyer in such manner as to pass to a third party a valid title to goods whilst any sums are due as foresaid.
6.2. The Buyer agrees that prior to the payment of the whole price of the goods the company may at any time enter upon the Buyer’s premises and remove the goods there from and that prior to such payment the Buyer shall keep such goods and identifiable for this purpose.
6.3. In the event of the goods becoming constituents of, or being converted into other products whilst sums are due as provided in sub condition (6.1.) hereof the company shall have the ownership of the title and such other products as if they were goods and accordingly sub condition (6.1.) here of shall so far be appropriate to apply to such other products.
7. Defects and Replacements
7.1. The company will at its own cost and expense repair and/or replace at its discretion the whole or any part of the goods forming the subject of the contract which are defective in quality or fail to comply with any specification laid down in the contract subject however to the following conditions:
7.1.1. The Company accepts no responsibility for damages to goods by other trades.
7.1.2. In the event of any matter giving rise to complaint which would be apparent to the Buyer on reasonable inspection the Buyer must give notice thereof to the Company within three (3) days from the date of delivery of the goods to the destination agreed in the contract
7.1.3. In the event of a complaint in respect of a matter not apparent on reasonable able inspection, the Buyer must give notice thereof to the Company within three (3) days of the defect complained of coming to the attention of the Buyer and/or its servants or agents but in any event, notice of complaint must be given to the Company by the Buyer within six (6) months of delivery of the goods to the destination named in the contract.
7.1.4. In all cases the Company must be given reasonable opportunity following notice of complaint of examining the relevant goods.
7.1.5. In the event of damage occurring to goods during transit, the Buyer must give written notice to the company within three (3) days of the date of delivery to the destination named in the contract and further where such goods are consigned by an outside carrier the Buyer must in addition comply in all respects with that carriers conditions of carriage for notification for loss or damage in transit
7.2. Save as mentioned in sub paragraph (7.1.1.) above the Company shall be under no liability whatsoever whether contractual fortious or statutory for any defect of quality shortfall in quantity breech of specification or stress grading or any other or any other matter in relation to goods supplied or for any consequential damage/injury, loss or expense (including but not limiting to loss of profit) howsoever caused there by incurred by the Buyer or any other person firm or corporation and whether rising directly or indirectly from any matter complained of in relation to the goods
7.3. Any condition warranty or statement as to the quality of the goods or of their fitness for any purpose whether express or implied by statute trade custom or otherwise is deemed excluded unless expressly accepted in writing by the Company.
8. Destination and Damages
8.1. Without prejudice to its rights the Company may determine the contract or suspend any future deliveries to the Buyer in the event of:
8.1.1. Any distress execution or other legal process being levied upon any of the Buyer’s assets.
8.1.2. The Buyer entering into any arrangements or composition with his creditors committing any act of bankruptcy or being a company entering into liquidation or having a winding up petition presented against it calling a meeting of its creditors suffering an appointment of a receiver in respect of the whole or any part of its undertaking or assets.
8.1.3. Non-payment by the Buyer of any monies due from it to the company.
8.2. In the event of a determination by the Company of the contract in accordance with sub paragraph (8.1.1), (8.1.2.) and (8.1.3.) above or any cancellation and/or repudiation of the contract by the Buyer the Company shall be entitled to recover as damages from the Buyer the following:
8.2.1. The value including any work completed or goods manufactured at the date of determination.
8.2.2. The value of any work begun or goods begun to be manufactured at the date of determination.
8.2.3. The value of any work begun or goods begun to be manufactured but not completed at the date of determination including cost of materials, labor overheads and profit.
8.2.4. A sum representing any further profit which the Company would have made on the contract but for its determination such profit to be determined by the Company’s auditors whose decision will be conclusive and binding on the Buyer.
9. Set Off
The Buyer shall not be entitled to withhold or set-off payment of any amount due to the Company under the terms of the contract whether in respect of any claim of the Buyer in respect of faulty or defective goods or for any other reason which is contested or liability for which is not admitted by the Company.
10.1. The Company will only agree cancellation of the order/s on the condition that all costs and expenses incurred by the Company and any subcontractors up to the time of cancellation will be paid for by the Customer and the Customer will pay all loss of profits and other loss or damage resulting to the Company by reason of such cancellation to the Company.
10.2. If the Customer contacts us in writing to end the contract for any of the reasons set out under paragraphs (a) to (d) below, the contract will end immediately upon our receipt of such notice and we will refund you in full for any Goods which have not been delivered (or if they have been delivered, returned to us by you in good condition).
Return Fees apply.
The reasons are as follows:
A) we have notified you of an upcoming change to the Goods or the terms and conditions, which you do not agree to;
B) we have informed you of an error in the price or description of the Goods you have ordered and you do not wish to proceed;
C) we have suspended the supply of the Goods for technical or health and safety reasons, or we notify you that we are going to suspend them for technical or health and safety reasons, in each case for a period of more than 3 months; or
D) you have a legal right to end the contract because of something we have done wrong.
Notwithstanding the above, once a Customer has placed an order for special or bespoke Goods (“Bespoke Goods”) the Customer may not end the contract for Bespoke Goods without our prior written consent. Any termination by a Customer of an order for Bespoke Goods to which we agree will be subject to due compensation for any costs already incurred by the Company whether paid or not at that time (“Bespoke Goods Costs”). Bespoke Goods Costs will either be deducted from any pre payments made by you and the balance returned to you or will otherwise be and remain your responsibility to pay to the Company. Bespoke Goods Costs include any costs incurred by us and either already paid or contracted to be paid to any third party suppliers and/or manufacturers.
Any Goods accepted for return/cancellation will be subject to a 25% re-stocking/handling charge of the list price; in addition the Goods will only be accepted back providing they are not of a special or bespoke nature and they are returned to us in their original packaging/condition undamaged and it is within 30 days of the delivery date. This does not affect your right to return faulty manufactured items.
If you wish to exercise your legal rights to reject Goods you must return them either by posting them back to us or (if they are not suitable for posting) allow us to collect them for you. We will pay the costs of postage or collection.
Nothing in these terms excludes or limits the Company’s liability for death or personal injury or fraud caused by the Company’s negligence.
The Company’s liability shall be limited to the price of the goods that is the subject of the claim. Under no circumstances shall the Company be liable for indirect or consequential loss (including removal or rectification work required in connection with the instalment of repaired or substituted goods) loss of profits or damage to property.
VAT is applied to all goods and services supplied by the Company at the rate prevailing as at the date of supply. The rate to be applied and paid by the Buyer may therefore be subject to change from time to time. This may not be the same as the rate prevailing previously, and therefore, the rate shown on estimates, quotations, order confirmations or other documents prepared by the Company prior to the date of invoice. For the avoidance of doubt you are liable to pay VAT at the rate which applies as at the date of invoice.
In the event that the Company has indicated or agreed that a zero or reduced rate of VAT applies, and the zero or reduced rate has been applied to all and any invoices for goods and services supplied, but HM Revenue and Customs subsequently challenges the zero or reduced
rate, for whatever reason, the Buyer we be liable to pay over to the Company, within 7 days of a written request for payment, the difference between the VAT rate applied to the relevant invoice(s) and the amount of VAT required to be paid by HM Revenue and Customs.
Time is of the essence for payment of all sums due to the Company in respect of VAT. If the Buyer fails to pay any sums due within 7 days of the date of a written request from the Company interest at the rate of 8% above the Bank of England base rate from time to time will be applies and the Buyer will be liable, on a full indemnity basis, to pay all costs and expenses including, but not necessarily limited to, legal fees and expenses incurred by the Company in taking such recovery and/or enforcement action against the Buyer as the Company, in its absolute discretion, thinks fit
14. Force Majeure Clause
In the event of war, invasion, act of foreign enemy hostilities (whether it has been declared or not) civil war, rebellion, revolution, insurrection or military or usurped power, the Company shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfillment of such obligation is prevented frustrated or impended as a consequence of any such event or by any statute rules, regulations orders or requisitions issued by any government department council or other duly constituted authority or from strikes lockouts breakdowns of plant or any other causes (whether or not of a like nature) beyond the Company’s control.
15. Health & Safety Work Act 1974
Certain products supplied by the company could if used incorrectly give rise to risks of Health and Safety. Information in respect of such products is freely available.
16. Applicable Law and Jurisdiction
This contract shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.