1. GENERAL
1.1 In these Conditions:
1.1.1 The following expressions shall have the following meanings:
“Buyer” means the company or other party from whom an Order to Supply Goods and/or provide Services is received and accepted by the Seller.
“Conditions” means these standard terms and conditions of sale of the Seller and includes any additional terms and conditions of sale agreed in Writing by the Seller.
“Contract” means a contract for the Supply of Goods and/or provision of Services by the Seller to the Buyer whether made verbally or in Writing.
“Date of Delivery” means the date on which delivery of the Goods or Services takes place pursuant to Condition 5.
“Goods” means the goods, articles or items which the Seller agrees to supply under the Contract.
“Hazards” includes (but is not limited to) any underground services, hazards and impediments to reasonable digging conditions.
“Order” means an order placed by the Buyer for the Supply of Goods and/or provision of Services whether verbally or in Writing.
“Seller” means Streetspace Ltd, company registration number 10175199, registered office Unit P, Lympne Industrial Park, Otterpool Lane, Lympne, Hythe, Kent CT21 4LR or a trading division thereof.
“Services” means the work, installation, maintenance, services or any of them to be provided and where necessary delivered by the Seller pursuant to the Contract.
“Site” means the premises or location nominated by the Buyer where Goods are to be delivered or Services provided by the Seller and which is agreed by the Seller.
“Writing” includes electronic mail and other comparable means of communication.
2. QUOTATIONS AND PRICE
2.1 The Seller’s quotations shall be valid for 90 days from the date of the quotation and are provisional in so far as they are subject to alteration by reference to any changes in the price of raw materials, any item to be acquired by the Seller from a third party, rates of wages, other costs of production, the conditions of the Site for the provision of the Services and any other circumstances beyond the Seller’s control, taking place between the date of the quotation and the Buyer’s placing of an Order in respect thereof. For the avoidance of any doubt, prices are subject to correction in the event of errors or omissions.
2.2 Unless otherwise stated, the price set out in the Seller’s quotation shall be exclusive of any value added tax, insurance, packaging, cost of carriage to the contracted place of delivery, cost of offloading and installation of the Goods (which for the avoidance of doubt shall be at the Buyer’s sole risk and expense) and any additional charges incurred by the Seller including but not being limited to congestion charges, parking charges, local authority licenses and charges for skip and plant hire.
2.3 The Seller shall be entitled to adjust the Contract price of the Goods and/or Services whether before or after the making of the Contract in the event that the Seller becomes aware of facts or circumstances which give rise to the need for the Seller to supply additional Goods and/or Services which shall be dealt with in accordance with Condition 5.
2.4 The Seller’s quotation assumes reasonable digging conditions for the installation of the Goods and the provision of the Services and assumes that there are no Hazards in the area to be excavate The Seller reserves the right to carry out a Site survey at the expense of Buyer upon the Buyer placing an Order and if the survey shows any Hazards the Seller shall advise the Buyer in writing of the nature of these and notify the Buyer of any additional charge payable to the Seller by the Buyer. The Seller’s judgment of any Hazards is only a guide and the Buyer remains liable for the repair and/or movement of the Hazards.
2.5 The Buyer may request that the Seller carry out additional work to rectify any Hazards. The Seller is entitled to refuse such additional work. If the Seller accepts such additional work the Seller shall provide the Buyer with an estimate which the Buyer acknowledges may alter once the Seller provides it with a revised quotati If the Buyer is unable to meet any additional cost quoted by the Seller, the Seller reserves the right to withdraw from the Site and to enforce payment for completion of the Services.
2.6 The Buyer warrants that all information supplied to the Seller is complete and accurate and the Seller reserves the right to amend the quotation and/or the Contract price or terminate the Contract in the event of any breach of this clause 6.
2.7 The Seller’s quotation assumes normal working hours of 8.00am to 6.00pm and the Seller reserves the right to increase the Contract price in the event that work outside of these hours is required.
3. DESCRIPTION
3.1 The description of the Goods and/or Services shall be set out in the Seller’s quotation.
3.2 Any figures, statements, descriptions, illustrations, photographs, drawings, weights or any other matters contained in the Seller’s catalogues, pamphlets, price lists or advertising literature or on the Seller’s websites are not guaranteed to be accurate and are intended merely to represent a general picture of the Seller’s products and services and shall not form part of the Contract nor be regarded as a warranty or representation relating to the Goods or Services.
3.3 The Seller and its servants and agents give no representations as to the condition of the Goods, their fitness for purpose or the measurements or specifications of any Goods unless it is confirmed in Writing by the Seller. It is the Buyer’s responsibility to check that any Goods and/or Services ordered from the Seller meet the Buyer’s requirements. Any recommendations made by the Seller regarding Goods are suggestions only and the Seller shall have no liability in this regard.
3.4 If the Buyer wishes to order Goods in accordance with a particular grade or specification this should be stated in the Buyer’s Order and any accompanying drawings, but in any event the Seller reserves the right at any time without notice to the Buyer to change or modify the particulars of any specifications, description, design, drawing, illustration and/or particulars of any goods or materials used in their manufacture and to supply the Goods as so modified or substitute similar goods of equivalent type.
4. ORDERS, ACKNOWLEDGMENTS AND VARIATIONS
4.1 These Conditions are incorporated into the Contract and contain the entire obligations between the Seller and the Buyer. In the case of any inconsistency between any letter, quotation or any other documentation, these Conditions shall prevail.
4.2 These Conditions shall apply to all Contracts with the Seller for the sale of Goods and/or Services and any variation to these Conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing by the Seller.
4.3 Notwithstanding that the Seller may have given a detailed quotation or estimate either verbally or in writing, no Order shall be binding on the Seller unless and until it has been accepted in writing by the Seller.
5. DELIVERY
5.1 Delivery of Goods shall be deemed to be effected by the Seller:
5.1.1 where Goods are delivered by the Seller, when the same arrive prior to unloading at the Site or at the nearest accessible road point to such Site;
5.1.2 where Goods are delivered by an independent carrier, at the time of loading onto the carrier’s vehicle;
5.1.3 where Goods are collected by or on behalf of the Buyer by its servants or agents, when the same are collected.
5.2 Services shall be deemed to be delivered at the time of completion by the Seller of the Services.
5.3 The Buyer shall ensure that, where Goods and/or Services are to be delivered by the Seller and/or its servants or agents, full and adequate access to the place of delivery shall be provided so that the Seller may complete the delivery and/or perform the Services.
5.4 Whilst the Seller will make every reasonable effort to complete the Contract by the agreed Date of Delivery such date or dates shall only constitute the times by which the Seller expects to effect such delivery and if no time is agreed, delivery and/or provision will be within a reasonable time but the time for performance of the Contract by the Seller shall not be of the essence of the Contract. The Seller’s failure to so deliver and/or provide by the due date or dates shall not constitute a breach of Contract and the Seller shall not in any circumstances be responsible for any direct, indirect or consequential loss or damage of any kind whatsoever.
5.5 Neither of the parties shall be responsible to the other for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties, but the affected party shall promptly upon the occurrence of any such cause so inform the other party in Writing, stating that such cause has delayed or prevented its performance under the Contract and thereafter such party shall take all reasonable action within its power to comply with the terms of the Contract as fully and promptly as possible.
5.6 If the Buyer fails to take delivery of the Goods for any reason on the Date of Delivery, the Buyer shall pay the Seller for any re-delivery required by the Buyer.
5.7 Where the Goods which are the subject of the Contract are not manufactured by the Seller and are delivered direct to the Buyer or collected by or on behalf of the Buyer from the manufacturer or other third party, the Seller shall not be liable for any loss or damage to such Goods whatsoever or whenever occurring.
6. DESIGNS, BUYER’S PROPERTY AND INTELLECTUAL PROPERTY
6.1 No right or ownership or interest in the Seller’s registered designs, trademarks, copyrights or any other intellectual property owned by the Seller shall pass in any way to the Buyer in relation to the Goods or Services supplied under these Conditions.
6.2 Where Goods are made or supplied to the Buyer’s own specification, pattern or design or where standard goods of the Seller are altered in accordance with the Buyer’s instructions, the Buyer warrants and undertakes full responsibility not only for the suitability and fitness of the specification, pattern or design but also that such specification, pattern or design does not infringe any patent, trade mark, registered design, copyright or any other proprietary right of any third party and the Buyer shall indemnify and keep the Seller indemnified in full against any loss, damage or expense whatsoever (including costs) which the Seller may incur in or arising from the performance of the Contract by reason of any infringement of any such patent, trade mark, registered design, copyright or any other proprietary right. The Buyer acknowledges that the Seller shall be under no liability for any description to the Buyer if the Goods prove to be unsuitable for whatever reason for application or use.
7. QUANTITIES AND INSTALMENTS
7.1 Where Goods are delivered and/or Services are provided by instalments each instalment shall be deemed to be sold under a separate Contract and the party in default in respect of any instalment shall be liable accordingly, but no default in respect of any one instalment shall affect due performance of the Contract as regards other instalments.
7.2 If Goods and/or Services are to be delivered in instalments, the Seller shall be entitled to invoice each instalment as and when delivery and/or provision is made and payment for all delivered and/or Services provided by instalments shall be due notwithstanding non-delivery and/or no provision of other instalments or other default by the Seller. Failure by the Buyer to make payment by the due date for any one instalment for whatever reason shall entitle the Seller to suspend deliveries of the Goods and/or provision of Services under the Contract.
8. ADDITIONAL GOODS/SERVICES
8.1 Where the Buyer requires Goods and/or Services to be provided in addition to those set out in the Contract but as a part of the Contract, the Buyer shall place an Order in Writing and upon acceptance in Writing by the Seller of such Order the provisions of these Conditions shall apply to those additional Goods and/or Services.
9. SUSPENSION AND CANCELLATION
9.1 If the Buyer requests cancellation of the Contract, this will only be accepted at the sole discretion of the Seller and unless otherwise agreed in Writing, only upon condition that any costs, charges or expenses incurred by the Seller up to the date of cancellation and the value of all loss or damage incurred by the Seller by reason of such cancellation will be reimbursed by the Buyer to the Seller forthwit Acceptance by the Seller of any cancellation by the Buyer will only be binding upon the Seller if it is made in Writing.
9.2 The Seller shall suspend the performance of the Contract on receipt of a request to do so in Writing from the Buyer but shall only do so for a period not exceeding 28 days and the Buyer shall reimburse the Seller for all storage charges and other additional costs the Seller incurs thereby and such costs shall be added to and form part of the price for the Goods. If such suspension shall continue for a period of more than 28 days then the Seller may terminate the Contract and the rights and liabilities of the parties shall be the same as if the Contract had been cancelled in accordance with the provisions of Condition 9.
10. TERMS OF PAYMENT
10.1 Unless the Seller has otherwise agreed in Writing, payment of the price of the Goods and/or Services is due 30 days from the date on which the Goods and/or Services were delivered or deemed to be delivered and the time for payment shall be of the essence.
10.2 No payments shall be deemed to have been received until the Seller has received cleared funds. All payments payable to the Seller under the Contract shall be come due immediately on termination of this Contract despite any other provision.
10.3 where the Seller agrees to provide credit terms to the Buyer, the Seller may suspend or close the credit account with the Buyer immediately if the Buyer fails to comply with any terms and conditions relevant to its credit account.
10.4 Where the Seller agrees for the Buyer to pay for the Goods and/or Services by instalments, any delay or default in making payment of one or more instalment(s) will render all remaining instalments due and payable together with interest in accordance with Condition 6.
10.5 The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any amount which is not then due and payable by the Seller or for which the Seller disputes liability.
10.6 If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 4% above the base lending rate of Lloyds Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Seller is also entitled, at its discretion, to levy an additional charge which may be incurred by the Seller as a result of the Seller pursuing the Buyer for payment.
11. BUYER’S WARRANTIES
11.1 The Buyer warrants that:
11.1.1 where the Goods are to be installed and/or the Services are to be performed in or at the premises of any third party it has full and proper authority for the Seller to enter the premises of that third party to install the Goods and/or perform the Services and undertakes to the Seller to inform it forthwith in the event of any suspension or termination of that authority;
11.1.2 the delivery and/or installation of the Goods and/or the provision of the Services will not contravene any statutory provisions, including but not limited to, relevant highways legislation and will not infringe any third party rights;
11.1.3 it has obtained all relevant licences and consents to allow the Seller to perform the Services and it has complied with all requirements applicable to the Goods and/or Services;
11.1.4 it has carried out a full inspection of the areas on which the Seller is performing the Services and has arranged for the preparation, where appropriate, of all relevant documents, including, but not limited to, underground service drawings;
11.1.5 it will enable and make all relevant necessary arrangements to allow the Seller to deliver the Goods and/or perform the Services on the Date of Delivery and time shall be of the essence in this regard;
11.1.6 it has taken all reasonable precautions to procure that all areas on which the Seller is performing the Services are safe and without risk to health;
11.1.7 it has made such enquiries as are reasonable to ensure that all areas on which the Seller is performing the Services are free from latent defects;
11.1.8 the installation, use and operation of the Goods comply, both before and after installation and during operation, with all relevant legislation, including but not limited to, health and safety legislation;
11.1.9 Where the Buyer provides any equipment for the installation and/or operation of the Goods or which is ancillary to and/or for use in connection with the Goods, the use of such of equipment is fit for purpose and does not adversely affect the suitability or fitness for purpose of any additional Goods supplied and installed
12. SELLER’S WARRANTY
12.1 Subject to any warranty stated in the Order the Seller shall make good by replacement or, at its option, repair any failure (fair wear and tear excepted) in the Goods which, under conditions of proper use and maintenance, results from defects in the Seller’s manufacture, design, materials or workmanship and which appears not later than 12 months after the Date of Delivery or after the date on which the provision of the Services is completed. The Seller warrants that the Services will be provided with reasonable skill and care.
12.2 Except as expressly agreed in writing, the Seller gives no warranty and makes no representations in relation to the Services and the conditions implied by the Supply of Goods and Services Act 1982, sections 12-16 are expressly excluded.
12.3 Notwithstanding the provisions of Conditions 1 and 12.2, in the case of a claim falling within Conditions 12.1, the Seller reserves the right, at its sole discretion, to credit the Buyer in full the price paid by the Buyer to the Seller or where appropriate, to re-perform the Services.
12.4 The warranty set out in Condition 1 shall be in lieu of any warranties conditions or undertakings whether express or implied by statute, common law or otherwise howsoever which warranties, conditions and undertakings are hereby expressly excluded, except that such exclusions will not apply to any implied condition that the Seller has or will have the right to sell the Goods when the property is to pass.
12.5 The Seller’s entire liability to the Buyer (including the liability for any acts or omissions of its agents, employees and sub-contractors) under or in connection with this contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
12.6 The Seller does not limit or exclude its liability for:
12.6.1 death or personal injury caused by its negligence; or
12.6.2 fraud or fraudulent misrepresentation; or
12.6.3 breach or any obligation as to title implied by section 12 of the Sale of Goods Act 1979; or
12.6.4 any liability which cannot be excluded or limited by applicable law.
12.7 Subject to condition 6, the Seller’s total aggregate liability in respect of all losses, howsoever arising in connection with this contract shall in no event exceed the aggregate price of the Goods or Services supplied to the Buyer or £150,000 whichever is the lower.
12.8 Subject to clause 6 the Seller shall not be liable to the Buyer for:
12.8.1 any indirect, special or consequential loss or damage; or
12.8.2 loss of profit; or
12.8.3 loss of use; or
12.8.4 loss of production; or
12.8.5 loss of contract or opportunity; or
12.8.6 harm to reputation; or
12.8.7 loss of goodwill.
12.9 Any Goods that are designed for access control purposes are designed to deter unauthorised access. For the avoidance of any doubt, the Seller gives no warranty that the Goods or installation thereof will prevent authorised access and the Seller shall not be held liable for any loss or damage howsoever arising as a result of unauthorised access to the Buyer’s property by any third party whether a trespasser or otherwise, or unauthorised interference with the Goods.
12.10 Save in respect of clause 12.6, the Seller’s liability under this clause 12 shall automatically cease if:
12.10.1 the Buyer has not paid for all Goods supplied and/or Services provided under any Contract by the due date or is otherwise in breach of this or any other contract made with the Seller; or
12.10.2 the Seller or its servants or agents are denied full and free right of access to the allegedly defective Goods and/or Services or the Buyer has not properly kept, used and maintained the Goods strictly in accordance with the manufacturer’s or the Seller’s instructions (if any); or
12.10.3 the defect or failure is caused by willful damage, interference, dirt, neglect, misuse, accident or abnormal working conditions or continued use after a defect has become apparent; or
12.10.4 the defect or failure is caused by defective, maintenance or incorrect installation of the Goods by an agent or contractor of the Buyer; or
12.10.5 the defect or failure is caused by wear and tear; or
12.10.6 the Buyer has failed to notify the Seller in Writing of any loss, defect or suspected defect within 3 days of the Date of Delivery; or
12.10.7 if such defect or failure arises as a result of any inaccurate or incomplete information or details supplied by the Buyer or in any defect or inaccuracy in any design, patterns, equipment or other property of the Buyer; or
12.10.8 the Buyer has modified the Goods in any way
12.11 The Buyer acknowledges and agrees that some goods supplied by the Seller which are made of wood have been machine finished and pressure treated for long life. As a result, the wood has a moisture content which under certain conditions, including but not being limited to sun, air and earth, will periodically shrink and expand and cause stress cracks in line with the grain. The Seller guarantees that any pressure treated timber which rots or has fungal decay within 10 years of the Date of Delivery will be replaced.
12.12 The Seller does not warrant that any two items supplied by it will be identical in colour and the Buyer acknowledges that it shall have no recourse against the Seller in this regard unless the differential in colour (when originally stated to be the same by the Seller) is material.
13. TITLE TO GOODS
13.1 Until payment in full of all monies due and owing by the Buyer to the Seller on any account whatsoever has been received full, legal and beneficial ownership of the Goods shall be retained by the Seller notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery.
13.2 Should the Contract require the installation of the Goods at or in the premises of any third party, the Buyer shall notify the third party before installation begins of the terms of this Condition 13 and obtain the acknowledgement in Writing of the third party (sending a copy thereof to the Seller) that the third party has noted the terms of this Condition 13 and concedes the rights of the Seller under it as if the Contract was made by the third party directly with the Seller.
13.3 The Seller will have the right to maintain an action against the Buyer for the price of the goods notwithstanding that property in the Goods has not passed.
13.4 The Buyer grants the Seller, its agents and employees, an irrevocable licence at any time to enter the premises where the Goods are or may be stored, with or without vehicles, in order to recover them where the Buyer’s right to possession has terminated.
14. RISK AND INSURANCE
14.1 The risk in the Goods and Services shall pass to the Buyer at the time of delivery as set out in Condition 5. The Services shall be deemed to be delivered at the time of completion of the Services by the Seller.
14.2 Notwithstanding the reservation of title contained in Condition 14, the Buyer shall insure the Goods and/or any products made wholly or partly therefrom and/or all areas on which the Services are being rendered for the full amount of the price payable under the Contract with an insurance office of repute from the time of delivery of the Goods until the date title in the Goods passes to the Buyer pursuant to Condition 14.1 or completion of the Services has taken place and procure that the interest of the Seller as the owner of the Goods and/or performer of the Services is noted on the policy of such insurance and produce such policy to the Seller for inspection on demand.
15. HEALTH AND SAFETY AT WORK (ETC) ACT 1974
15.1 The attention of the Buyer is drawn to the provisions of the Health and Safety at Work (Et) Act 1974. The Seller will make available upon request information on the design, construction and installation of its products to ensure that, as far as is reasonably practicable, they are safe and without risk to health. It is the responsibility of the Buyer to take such steps as are necessary to ensure that such information relevant to the Goods and/or the Services which is appropriate is made available to its servants, agents or any person to whom the Buyer supplies them and to any other person to whom the Buyer reasonably considers any such information should be given.
16. TERMINATION
16.1 Without prejudice to any other rights or remedies which the parties may have, the Seller may at its option terminate the Contract and/or suspend the performance of the Contract if:
16.1.1 the Buyer commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing of the breach; or
16.1.2 the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits liability to pay its debts; or
16.1.3 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with its creditors, or enters into liquidation (whether voluntary or compulsory) or a resolution is passed or a petition presented to any court for winding up of the Buyer or for the granting of an administration order in respect of the Buyer or any proceedings are commenced relation to the insolvency or possible insolvency of the Buyer; or
16.1.4 the Buyer ceases or threatens to cease to carry on its business.
17. GENERAL
17.1 The Seller and the Buyer agree to comply with their respective obligations under the General Data Protection Regulation (GDPR) and Data Protection Act 2018 (and all other applicable statutes, directives, or regulations which may supplement, amend, or replace same and relate to data privacy)(“Data Protection Legislation”) in respect of any Personal Data, which the Seller or the Buyer supply or receive under, or in connection with, this Agreement in their respective roles as either Data Controller or Data Processor (as defined under Data Protection Legislation). Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products.
17.2 The Seller will use any personal information the Buyer provides to it:
17.2.1 to supply the Goods ordered; and
17.2.2 to process payment for the Goods.
The Seller may pass the Buyer’s personal information to credit reference agencies as part of any application for credit facilities. Details of the other times the Buyer may pass the Seller’s information onto a third party and how the Buyer will handle the Seller’s personal information may be found on the Seller’s website urbanspec.staging.tempurl.host.
The Seller may assign any of its rights or obligations under the contract to any other person.
17.3 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.
17.4 Any notice required, or permitted to be given, by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
17.5 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
17.6 If any provision of these conditions is held by a competent authority to be invalid or enforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the contract shall not be affected.
17.7 The contract shall be governed by the laws of England and the Buyer and the Seller submit to the non-exclusive jurisdiction of the English Courts.