In this document the following words shall have the following meanings:
1.1 – “Agreement” means these terms and conditions together with the terms of any applicable specification document.
1.2 – “Customer” means the person or organisation who purchases the service from the supplier.
1.3 – “Intellectual Property Rights” means all registered and unregistered designs, know-how and all other forms of intellectual property wherever in the world enforceable.
1.4 – “Specification Document” means a quotation or other similar document describing the service to be proved by the supplier.
1.5 – “Supplier” means Appleby Cottage C.I.C, head office address 22 Chambers Street, Hertford, Hertfordshire, SG14 1PL, business premises The Paddocks, Appleby Street, Cheshunt, Hertfordshire, EN7 6QY.
2.1 – These terms and conditions shall apply to all contracts for the supply of goods or service by the supplier to the customer.
2.2 – These terms and conditions do not affect the customers rights under the Customer Rights Act 2015.
2.3 – Before the commencement of the supply of goods or services the supplier shall submit to the customer a specification document (quote) which shall specify the services to be supplied and the price payable by the customer. The customer shall notify the supplier within in 5 working days if the customer does not agree with the contents of the specification document. All specification documents shall be subject to these terms and conditions.
2.4 – The supplier shall use all reasonable endeavours to complete services within the estimated timeframes, but time shall not be of essence in the performance in anyway.
2.5 The supplier shall comply with Privacy and Electronic Communications Regulations 2003 (PECR) Data Protection Act 1998 (DPA) and GDPR regulations when collecting, using and storing all personal data. A copy of the suppliers data protection policy is available on request.
3.Price and Payment
3.1 – The price for the supply of goods or services are as set out in the specification document. The supplier shall invoice the customer on completion of the service. In some cases, a deposit for the services will be asked for, and this secures the service outlined in the specification document.
3.2 – Payment for goods shall be due once the goods have been delivered. Payments can be made in cash, by cheque of via a bank transfer. Payments for services are due on the day the service is administered. Payments can be made by cash, cheque or bank transfer. The supplier shall be entitled to charge interest on overview due payments for the date when the payment becomes due for day to day until the date of payment at a rate of 1.5% per annum above the base rate of the Bank of England. In the event that the customer procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are supplied.
4.Specification for Goods or Services
All services shall be required only to conform to the specification in the specification document. For the avoidance of doubt no description or illustration contained in any sales or marketing literature of the supplier and no representation written or oral; correspondence or statement shall form part of the contract.
5.Delivery of goods
5.1 – The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of essence of the contract and the supplier shall not be liable for any loss, costs, damages charges or expenses caused directly or in directly by any delivery in the delivery of the goods.
5.2 – All risk in the goods shall pass to the customer upon delivery.
Title in the goods shall not pass to the customer until the supplier has been paid in full for the goods.
7.1 – To enable the supplier to perform its obligation under this agreement the customer shall:
Co-operate with the supplier;
Provide the supplier with any information reasonably required before the commencement of the services, and
Obtain the necessary permissions and consents which may be required before the commencement of the service.
Comply with such other requirements as may be set out in the specification document or wither wise agreed between the parties.
7.2 – The customer shall be liable to compensate the supplier for any expenses incurred by the supplier as a result of Clause 6.1.
7.3 – Without prejudice to any other rights to which the supplier may be entitles, in the event that the customer unlawfully terminates or cancels and goods or service agreed to in the specification document, the customer shall be required to pay to the supplier as agreed damages, and not as a penalty, the full amount of any third party cost to which the supplier has committed and in respect of cancellations of less than 5 working days’ written notice, that full amount of the goods or services contacted for as set out in the specification document, and the customer agrees this is a genuine pre-estimate of the suppliers losses in such a case. For the avoidance of doubt, the customer’s failure to comply with any obligations under Clause 6.1 shall be deemed to be a cancellation of the goods and service and subject to the payment of the damages set out in this Clause.
7.4 – In the event that the customer or any third party, not being a sub-contractor of the supplier; shall omit or commit anything which prevents or delays the supplier from undertaking or complying with any of its obligations under this agreement, the supplier shall notify the customer as soon as possible and;
The supplier shall have no liability in respect of any delay to the completion of any service;
If applicable, the timetable for the service will be modified accordingly;
The suppler shall notify the customer at the same time of it intends to make any claim for additional costs.
8.Alternation to the specification document
8.1 – The parties may at any time mutually agree upon and execute new specification documents. Any alterations in the scope for good and or service to be provided under this agreement shall be set out in the specification document, which shall reflect the change goods and or services and price and any other terms agreed between the parties.
8.2 – The customer may at any time request alterations to the specification document by notice in writing to the supplier. On receipt of the request for alterations the supplier shall, within 5 working days, or such other period as may be agreed between the parties, as advised by the customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 – Where the supplier gives written notice to the customer agreeing to perform any alterations on the terms different to those already agreed between the parties, the customer shall, within 5 working days of receipt of such notice, or such a period as may be agreed between the parties, advise the supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4 – Where the supplier gives written notice to the customer agreeing to perform alterations on terms different to those already agreed between the parties, and the customer confirms in writing that it wishes the alterations to proceed on those terms, the specification document shall be amended to reflect such alterations and thereafter the supplier shall perform the agreement upon the basis of such amended terms.
The customer shall indemnify the supplier against all claims, costs and expenses which the supplier may incur and which arises, directly or indirectly, for the customers breach of any of it obligations under this agreement. Including any claims brought against the supplier alleging that any goods or services provided by the supplier in accordance with the specification document infringes a patent, copyright or any other similar right of a third party.
10.Limitation of Liability
10.1- Except in respect of death or personal injury or personal injury due to negligence the entire liability of the supplier to the customer in respect of any claim whatsoever or breach of the agreement, whether or not arising out of negligence, shall be limited to the price paid by the customer to which the claim relates.
10.2 – In no event shall the supplier be liable to the customer for any loss of business, loss of opportunity or loss of profit or for any other indirect or consequential loss or damages whatsoever. This shall apply eve where such a loss was reasonably foreseeable or the supplier had been made aware of the possibility of the customer incurring such a loss.
11.1 – Either party may terminate this agreement forthwith by notice in writing to the other if:
11.2 – The other party commits a material breach of this agreement and, in the case of a breach capable of being remedied, fails to remedy it within 310 calendar days of being given written notice from the other party to do so.
11.3 – The other party commits a material breach of this agreement which cannot be remedied under any circumstances.
11.4 – The other parties passes a resolution for winding up (other than for the purposes of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect;
11.5 – The other party ceases to carry on its business or substantially the whole of its business, or;
11.6 – The other party id declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement, or composition with the creditors; or liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
12. Intellectual Property Rights
An intellectual property right produced from or arising as a result of the performance of this agreement shall, so far as not already vested, become the absolute property of the supplier. The customer shall do all that is reasonably necessary to ensure that such right vested in the supplier by the execution of appropriate instruments or the making of agreements with third parties.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure result from event or circumstances outside its reasonable control, including but not limiting to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator, administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or service, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
14. Independent contractors
The supplier and the customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The supplier may, in addition to is own workforce, engage sub-contractors to provide all or part of the services being provided to the customer and such engagement shall not relieve the supplier of its obligations under this agreement or any applicable specification document.
The customer shall not be entitled to assign its right or obligations or delegate its duties under this agreement without the prior written consent of the supplier.
If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this agreement had been agreed with the invalid legal or unenforceable provision eliminated.
The failure be either party to enforce at any time or for any period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
Any notices given by either party to the other may be served by e-mail, personal service, or by post to the address the other party has given in the specification document, or such other address as such party may from time to time have communicated to the other in writing. If sent by email shall unless the contrary is proved, be deemed to be revived on the day it was set. If given by letter shall be deemed to have been served at the time at which the letter was delivered personally, or if sent by post shall be deemed to have been delivered in the ordinary course of the post.
19. Entire Agreement
This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreement, arrangements, undertakings, or proposals, oral or written. Unless expressly provided elsewhere in this agreement this agreement may be varied only by a document signed by both parties.
20. No third parties
Nothing in this agreement is intended to, nor shall it confer any rights on a third party.
21. Governing Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the law of England or Scotland and the parties hereby submit to the exclusive jurisdiction of the English or Scottish Courts.