Agreement of work between Baumer Joinery and Client subject to the following Terms and Conditions
1.1 Baumer Woodworking Ltd trades as Baumer Joinery
1.2 Us / We / Our / Seller – Means Baumer Woodworking Ltd trading as Baumer Joinery.
1.3 Client / Buyer – Means the person or entity who buys or agrees to buy goods and services from Baumer Joinery.
1.4 Conditions – Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller and the Buyer.
1.5 Delivery Date – Means the date specified by Baumer Joinery when the goods are to be delivered but time shall not be deemed to be of the essence.
1.6 Installation Date – Means the date by which the installation of the goods and/ or services shall be started by the Seller or a Sub-Contractor on behalf of the Seller, but time shall not be of the essence.
1.7 Goods – Means the Articles and which the Client agrees to buy from the Seller.
1.8 Services – Means the works which the Seller carries out for the Client.
1.9 Commissions – Means the works which the Client instructs Baumer Joinery to do.
1.10 Price – Means the price for goods excluding VAT unless otherwise stated.
1.11 Placing Order – Means to confirm the commission by paying the initial 40% deposit.
2 Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods and Services by us to the Client to the exclusion of all other terms and conditions including any terms and conditions which the Client may intent to apply or insert under any purchase order confirmation or order or similar document.
2.2 All commissions are considered as acceptance by the client to abide to these Conditions.
2.3 The intended use of the goods shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.
2.4 A deposit paid by the Client to the us is not refundable. We only may rescind the contract before the start of production if the Client and Baumer Joinery agree in writing.
2.5 Any variation to these Conditions (including any special terms and conditions between the parties) shall be inapplicable unless agreed in writing by us.
3 Estimates, quotations, Invoices and payments
3.1 The Price shall be the price confirmed in a written quotation. The Price is exclusive of VAT which shall be due at the rate ruling on the date which is printed on our deposit invoice. Any estimate or price given by us prior to fully specifying the works is given in good faith but constitutes only an indication to the Client and is not binding on us until the design is fully specified on Production Drawing, officially quoted and invoiced. The quoted Price is only valid for 30 days. Due to constant raw material price fluctuations, we reserve the right to change the estimated Price up to the point on which a written quotation is supplied.
3.1.1 The detailed specification of our products and the materials used are stated in our quotation, invoice and Production Drawing.
3.2 Payment of the Price and VAT shall be due (time for payment shall be of the essence) in the following manner:
3.2.1 To place an Order, a 40% deposit of the manufacturing costs will be required to secure the production slot. The production shall not commence until the Production Drawings are approved.
3.2.2 Final balance is payable upon completion of manufacture. The delivery shall not take place until the remaining 60% of the manufacturing price is paid in full, with the balance cleared.
3.2.3 If we have agreed in writing to install the commissioned goods a 40% deposit (of the full installation price incl. VAT) is required prior to the installation process.
3.2.4 Final balance is payable upon receipt of Invoice.
3.3 If the Client fails to make any payment on the due date then, without prejudice to Baumer Joinery’s right to retain all deposits already paid, we shall be entitled to:
3.3.1 Rescind the contract or suspend any services to the Client.
3.3.2 Devote any payment made by the Client to a purpose we may think fit.
3.3.3 Interest on payments not made when due or on overdue invoices shall accrue from the date when payment becomes due until the date of payment at the rate of 8%.
3.3.4 We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms.
3.4 After placing an order with Us; if any installation or production works have not been completed within twelve months then we reserve the right to re-price the project taking into consideration inflation of costs/fluctuation in supply and manufacturing costs.
4 The Goods and services
4.1 The quantity and description of the Goods and Services shall be in our written quotation, specification sheet, invoice or drawing.
4.2 The Goods shall be manufactured in accordance with the description contained in our written quotation, specification sheet, invoice or drawing and manufactured in accordance with all applicable British Standards which relate specifically to the Goods.
4.3 We may make slight changes to the Goods which are required to improve the Goods but will not downgrade the quality or fitness for purpose of the Goods.
4.4 We shall not permit any alteration or variation to the estimate, quotation, specification sheet, invoice or drawing unless such alteration has been authorised in writing by us.
4.5 We do not accept any liability for natural wood movement and settlement of wood base products. This movement may lead to minor gaps in joints.
4.6 The intended use of the commissioned Goods shall be deemed conclusive evidence of the Client’s acceptance of the goods and deemed as fit for its intended purpose.
4.7 Title to the Goods shall remain vested in the Seller and shall not pass to the Buyer until the purchase price for Goods has been paid in full and received by the Seller. Until title to Goods passes:
4.7.1 The Seller shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
4.7.2 The Seller and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which the Seller reasonably believes them to be kept;
4.7.3 The Buyer shall store or mark the Goods in a manner reasonably satisfactory to the Seller indicating that title to the Goods remains vested in the Seller; and
4.7.4 The Buyer shall insure the Goods to their full replacement value, and arrange for the Seller to be noted on the policy of insurance as the loss payee.
4.8 Irrespective of whether title to the Goods remains vested in the Seller, risk in the Goods shall pass to the Buyer upon delivery.
5 Warranties and Liabilities
5.1 Save as expressly set out below except where the Client is dealing as a consumer (as defined in the Unfair Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 Subject to the conditions set out below the we warrant that the Goods will correspond with the quotation, specification sheet, invoice and production drawing at the time of delivery and will be free from defects in material and workmanship. The above warranty is given by the us subject to the following conditions;
5.2.1 The Client shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and Services has not been paid by the due date for payment.
5.2.2 The above warranty does not extend to any hardware or materials not manufactured by us, in respect of which the Client shall only be entitled to the benefit any such warranty or guarantee as is given by the manufacturer to us.
5.2.3 If We have at the request of the Client entered into a contract (” the Sub-contract”) with any person, firm or company specified by the Client in relation to the installation of the Goods we hereby assign to the Client all rights of action which the we may have in respect of the said Sub-contract and in consideration thereof the Client hereby agrees that the Client will not at any time thereafter bring or take any action or proceedings or make any claims whatsoever against the Seller in respect of any matter arising out of the Sub-contract.
5.2.4 On occasion we have asked to supply drawings to indicate position and specification for plumbing or electrics. The specification and positions for all items must be checked by the Client and/ or the builder or Contractor. No responsibility will be accepted by us from any issues arising from these drawings.
5.3 Our Goods and Services are covered under our one year manufacturer’s warranty which is subject to fair usage and the limitations stated in section 5 and 6. The warranty becomes effective from the date printed on the invoice unless otherwise specified in writing by us. The warranty does not cover accidental damage.
6 Limitations of Liability
6.1 Baumer Joinery shall not be liable to client for any special, indirect, incidental or consequential damages arising from a breach of this Agreement.
6.2 We shall be under no liability whatsoever to the Client for any indirect loss and/ or expense or inconvenience suffered by the Client arising out of any delay in completing the installation for whatever reason by the Installation date.
6.3 We will not be liable for any damage caused after an item has been delivered and used for its intended purpose. We will rectify any manufacturing faults during the installation period of the Goods and Services. The Client must notify us of these faults by email or letter no later than 5 working days after the installation is complete. Should a defect in manufacture be confirmed (with exception of natural movement as stated in section 4.5) following an assessment by Baumer Joinery, we will provide an appropriate resolution.
6.4 We will not be liable for mending’s taken on by a 3rd party Fitter unless agreed in writing by us.
7 General Working Agreement
7.1 This document is the entire T&C, no other provision may be included or read in.
7.2 These T&C may not be waived, amended, suspended, ceded or transferred.
7.3 These provisions are still enforceable where unforeseeable or uncontrollable circumstances exist.
8 Changes To Works
8.1 Any modifications and variations made to the agreed production drawing that may affect cost will be the responsibility of the client, thus will be re-costed and re-quoted.
8.1.2 Should the Client like to implement any changes to the design, this must be in writing and paid in full upfront unless otherwise agreed by us in writing. If any changes are unachievable this case does not give grounds to withdraw the order.
9.1 Once the works begin, there is no refund for cancellation of works for any reason. Should the deposit paid not cover costs of production at time of cancellation, the client will be responsible for all costs associated.
9.2 Should the client indicate that a order will be placed and in response additional designs get produced, we reserve the right to charge for design work undertaken in the event of the order not being processed.
10 Insolvency or Change in Circumstances of client
10.1 This clause applies if:
10.1.1 The Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order; or
10.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
10.1.3 the Client ceases, or threatens to cease, to carry on business; or
10.1.4 We have reasonable apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly; or
10.1.5 In the case of a Client which is a Limited Company there is any change whatsoever in directorships or shareholdings in or control of the Client without the prior approval from us; or
10.1.6 There is any change whatsoever in the ownership of the Client or the Client sells or otherwise disposes of any part of its business without the prior approval from us; or
10.1.7 The Client does any act or thing calculated or liable to bring the name of Our Business into disrepute.
10.2 If this clause applies then, without prejudice to any other right or remedy available to us. We shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Client.
11 Production Slot Booking
11.1 We will work towards scheduled timelines however cannot be bound to any discussed date. All times and dates given are given in good faith.
12 Delays of Works
12.1 Should any excessive delays be caused to the manufacturing, installation and delivery due to a 3rd party or unforeseen circumstances, then we reserve the right to bill the incurred costs to the Client.
13 Working Environment on Site
13.1 All works will be done in a safe and clean working environment (an environment suitable to carry out precise, clean and detail oriented craftsmanship) and if at any time this may be compromised due to other building works going on we will pause works until a suitable environment is re-established.
13.2 All works are priced to be carried out between the hours of 8am and 5pm, requirement to work outside of these hours will result in additional labour charges which remain the responsibility of the Client.
13.3 All works will be done in a safe and suitable working environment. This requires a designated working area to be clear and fully accessible. If these conditions are not met our Fitters will leave the site and not return until a suitable environment is created. The cost occurred due to substandard working conditions will be billed to the client.
13.4 If the Client insists for us to carry out the works regardless of our concerns about substandard working conditions. We will not be liable for damage incurred during the installation due to a substandard working environment.
14 Delivery Dates
14.1 Delivery dates are given in good faith and are adhered to as closely as possible but due to the intricate nature of our fully bespoke service, the customer must recognise that at times there may be unforeseen circumstances that will delay delivery and installation. We respectfully ask our Clients to be patient should these delays occur and rest assured that we will keep you fully updated with any changes. We will attempt to resolve any delays as efficiently as possible but will not be liable for any loss (including direct or consequential loss, financial loss, loss of profits or loss of use) arising from the delay.
15.1 The delivery shall be made to the invoice address on the Delivery Date. The Client shall make all arrangements necessary to take delivery whenever it is tendered for delivery.
15.2 We shall not be liable for any loss or damage whenever due to failure by the Client to take the full delivery (or any of the listed items) promptly or at all.
15.3 If the Client fails to take delivery or fails to give Us the correct delivery instructions at the time stated for delivery (otherwise than due to any cause beyond the Client’s reasonable control or due to our fault) then without prejudice to any other right or remedy available to us, we may:
15.3.1 Store the items until actual delivery and charge the Client for the reasonable costs (including insurance) of storage if they occur; or
15.3.2 Sell the items at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the contract.
16 Use of our terms and conditions
16.1 We may at our own discretion choose to enforce or not enforce these T&C in a case by case situation.
17 Proper Law of Contract
17.1 This contract is subject to the law of England and Wales. Payment constitutes as acceptance of these terms and conditions.
Version January 2020