TERMS & CONDITIONS
1.1 In these Conditions, the following definitions apply:
“Contract Price”: the price specified on the Quotation or such other price as may be agreed in writing between us at any tiTerms and Conditions HGR.htmlme after the date of issue of the Quotation.
“Day 1”: our first day on Site to carry out the Services.
“Deposit”: the deposit specified in the Quotation.
“Force Majeure Event”: shall have the meaning given in clause 15.
“Goods”: the products we are selling to you as set out in the Quotation in connection with the Project.
“Order Confirmation”: the notification submitted to you in accordance with clause 4.
“Project”: the garden project to be provided by us to you and as described in the Quotation.
“Quotation”: our quotation for the Goods and Services appended to these Terms or any other quotation provided to you in connection with the Goods and Services prior to you paying the Deposit.
“Site”: the site at which the Project is to be carried out.
“Services”: the services that we are providing to you in connection with the Project as described in the Quotation.
“Terms”: the terms and conditions set out in this document.
“We/us”: Hudson Garden Rooms Limited (Company No. 09271135) whose office is at Hudson Garden Rooms Ltd ¦ Unit 4D ¦ Bonville Farm ¦
Arterial Road ¦ Wickford ¦ Essex ¦ SS12 9JQ
Writing or written: includes faxes and e-mail.
1.2 Headings do not affect the interpretation of these Terms.
2. BASIS OF SALE
2.1 We consider these Terms and the Quotation (once agreed by you in writing) set out the whole agreement between you and us for the supply of the Goods and Services.
2.2 Please check that the details in these Terms and the Quotation are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing.
2.3 Please ensure that you read and understand these Terms before you confirm the Quotation and pay your Deposit, because you will be bound by the Terms once a contract comes into existence between us, in accordance with clause 4.
2.4 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Goods and Services they describe. They do not form part of the contract between you and us or any other contract between you and us for the supply of the Services.
2.5 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements. You will be subject to the policies and terms in force at the time that you order the Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled.
3.1 The Quotation is given on the basis that a binding contract shall only come into existence in accordance with clause 4. The Quotation shall be valid for a period of 90 days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
3.2 If the scope of the Services or Goods changes during the course of the Project following the Quotation, or we are required to incur additional expenses over and above those contained in the Quotation, we reserve the right to make an additional charge or charges of a reasonable sum to cover any extra work or disbursements that are required and these shall be agreed with you in writing. Any extra work may also require payment by you of a further deposit.
4. DEPOSIT and contract formation
4.1 Once you have agreed our Quotation in writing and paid the Deposit we will confirm to you in writing that we are able to provide the Services and Goods to you and the anticipated start date. This confirmation will constitute our acceptance of your offer to buy the Goods and Services as set out on the Quotation on these Terms and a binding contract shall come into existence between us on delivery of such confirmation (“Contract”).
4.2 If you cancel the Contract at any time after Day 1, your Deposit shall not be refundable and you will be liable for payment to us of all costs reasonably incurred in connection with the Project before we receive your cancellation. If we cancel the Contract at any time we shall refund you the Deposit.
4.1 We warrant that on delivery the Goods shall:
(a) conform in all material respects with their description;
(b) be of satisfactory quality;
(c) be fit for any purpose we say the Goods are fit for;
(d) be free from material defects in design, material and workmanship; and
(e) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
4.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms.
4.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, willful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our or the manufacturer’s instructions, or any alteration or repair you carry out without our prior written approval.
4.4 These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do
not otherwise conform with these Terms.
4.5 Unless we are prevented from doing so by a Force Majeure Event, we will provide Services which:
(a) conform in all material respects with their description;
(b) are carried out with reasonable care and skill;
(c) are fit for any purpose we say the Services are fit for;
(d) are free from material defects in design, material and workmanship; and
(e) comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.
4.6 These warranties are in addition to your legal rights in relation to Services which are not carried out with reasonable skill and care or which otherwise do not conform with these Terms.
4.7 These Terms apply to any replacement Services we supply to you in the unlikely event that the original Services do not conform with these Terms.
4.8 You must provide us, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with these Terms.
4.9 If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the Goods and/or
Services by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required.
5. DEFECTIVE GOODS AND RETURNS
5.1 In the unlikely event that the Goods do not conform with these Terms, please let us know as soon as possible after delivery. We will
collect the Goods on a date agreed between us and once we have checked that the Goods are faulty, we will:
(a) provide you with a full or partial refund;
(b) replace the Goods; or
(c) repair the Goods.
5.2 These Terms will apply to any repaired or replacement Goods we supply to you.
6.1 We will agree a date between us to deliver the Goods and we will take reasonable steps to meet the agreed delivery date. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
6.2 If we are not able to deliver the Goods at one time due to operational reasons or shortage of stock, we will deliver the Goods in installments. We will not charge you extra delivery costs for this. If you ask us to deliver the Goods in installments, we may charge you extra delivery costs. Each installment shall constitute a separate contract. If we are late delivering an installment or one installment is faulty, that will not entitle you to cancel any other installment.
7. TITLE AND RISK
7.1 The Goods will be your responsibility from the time of delivery.
7.2 Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods.
8. PROVISION OF SERVICES
8.1 We will supply the Services to you from the start date set out in the confirmation delivered under clause 4 until completion of the Project.
8.2 The Services will be supplied until the Project is complete or until otherwise terminated in accordance with these Terms.
8.3 We will make every effort to start and complete the Services on time but there may be delays due to circumstances beyond our control, for example, severe weather conditions. In this case we will complete the Services as soon as reasonably possible.
8.4 We may have to suspend the Services if we have to deal with technical problems. We will let you know in advance where this occurs,
unless the problem is urgent or an emergency.
9. DEFECTIVE SERVICES
9.1 In the unlikely event that the Services do not conform with these Terms, please let us know as soon as possible after we have carried them out. We will, at our option, either:
(a) provide you with a full or partial refund, depending on what is reasonable; or
(b) re-perform the Services.
9.2 These Terms will apply to any replacement Services we supply to you.
10. ACCESS & STORAGE
You must provide access to the Site during normal working hours as well as storage space for any materials required by us in connection with the Project.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The copyright, design right and all other intellectual property rights in any constructions, materials or items that we produce or prepare for you in connection with the Services will belong to us absolutely.
11.2 You may not use the materials or other items detailed in clause 11.1 for any commercial purpose.
12. PRICE AND PAYMENT
12.1 The price of the Goods and Services will be the Contract Price.
12.3 Prices are liable to change at any time, but price changes will not affect Quotations that we have confirmed in writing.
12.4 These prices include VAT. However, if the rate of VAT changes between the date of the Quotation and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods and Services in full before the change in the rate of VAT takes effect.
12.6 If you do not make any payment due to us by the due date for payment (as set out in clause 13.4), we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount. Excuses for delaying payment which are a result of the client not being ready for the company to work, will result in the late charges.
12.7 If you do not make payments due to us and we use the services of a debt recovery specialist you will be required to pay the debt and their fees.
12.8 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend our performance of the Services or the supply of Goods until you have paid the outstanding amounts.
12.9 Clause 13.5 and clause 12.7 shall not apply for the duration of any dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.
13. LIMITATION OF LIABILITY
13.1 Subject to clause 13.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with these Terms.
13.2 Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) loss of data; or
(e) any waste of time.
However, this clause 14.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
14.3 This clause does not exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
15. EVENTS OUTSIDE OUR CONTROL
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that
is caused by events outside our reasonable control (Force Majeure Event).
15.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; or
(f) any acts or omissions of any subcontractor we use in connection with the Project.
15.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
All notices sent by you to us must be sent to Hudson Garden Rooms Limited at Unit 4D ¦ Bonville Farm ¦ Arterial Road ¦ Wickford ¦ Essex ¦ SS12 9JQ. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an email, that the e-mail was sent to the specified e-mail address of the addressee.
18. DATA PROTECTION
We will only use the personal information you provide to us to provide the Goods and Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information.
19.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
19.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
19.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
19.4 These Terms shall be governed by English law and you and we both agree to the non-exclusive jurisdiction of the English courts.