AGREED TERMS

1. INTERPRETATION

1. 1.1 Definitions. In these Conditions, the following definitions apply:
   • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   • Commencement Date: has the meaning set out in clause 2.2.
   • Conditions: these terms and conditions as amended from time to time in accordance with clause 15.3.
   • Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
   • Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
   • Deliverables: the deliverables set out in the Order.
   • Delivery Location: has the meaning set out in clause 4.1.
   • Force Majeure Event: has the meaning given to it in clause 14.
   • Goods: the goods (or any part of them) set out in the Order.
   • Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
   • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   • Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Supplier’s Quote.
   • Quote: means the price quoted for the services described prepared by the Supplier and sent to the potential Customer for consideration.
   • Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification below.
   • Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer by way of the Quote.
   • Supplier: Rodley Interiors Limited registered in England and Wales with company number 03711216.
   • Supplier Materials: has the meaning set out in clause 10.2.

2. BASIS OF CONTRACT

1. 1. 2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions which constitutes the entire agreement between the parties.

1. 2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2. 2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 3 months from its date of issue.

3. GOODS

1. 3.1 The Goods are described in the Order.
2. 3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred using them.
3. 3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. DELIVERY OF GOODS

1. 4.1 The Supplier shall ensure that it delivers the Goods to the location set out in the Order.
2. 4.2 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
3. 4.3 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

5. QUALITY OF GOODS

1. 5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
   1. conform in all material respects with their description; and
   2. be free from material defects in design, material and workmanship.

6. TITLE AND RISK

1. 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
2. 6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.

7. SUPPLY OF SERVICES

1. 7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects and shall use reasonable endeavours to meet any performance dates for the Services specified in the Service Specification.
2. 7.2 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement.
3. 7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. 7.4 If the Customer is obtaining finance or any type of funding or borrowing to purchase the Goods and/or Services, the Supplier will not be required to perform any of its obligations on this Contract until it has received evidence of proof of finance or funding from the finance provider in writing.
5. 7.5 If the provision of Clause 7.4 are not complied with within 14 days of the date of the Order, then the Supplier will have the right to terminate this Contract without notice and with immediate effect.

8. CUSTOMER’S OBLIGATIONS

1. 8.1 The Customer shall:
   1. co-operate with the Supplier in all matters relating to the Services;
   2. prepare the Customer’s premises for the supply of the Services;
   3. obtain and maintain all necessary licences, permissions and consents which may be required for the Services.

9. CHARGES AND PAYMENT

1. 9.1 The price for Goods and Services shall be the price set out in the Order or Quote (whichever is the higher) or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery.
2. 9.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
   1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
   2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
   3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
3. 9.3The Customer shall pay each invoice submitted by the Supplier:
   1. within 21 days of the date of the invoice; and
   2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
      time for payment shall be of the essence of the Contract.
4. 9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).
5. 9.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

10. INTELLECTUAL PROPERTY RIGHTS

1. 1. 10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

1. 10.2 All Supplier Materials are the exclusive property of the Supplier.

11. CONFIDENTIALITY

1. 11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it.

12. LIMITATION OF LIABILITY

1. 12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
   1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
   2. fraud or fraudulent misrepresentation;
   3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
   4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
   5. defective products under the Consumer Protection Act 1987.
2. 12.2 Subject to clause 12.1:
   1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
   2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances 100% of the contract Price as set out in the Order.
3. 12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
4. 12.4 This clause 12 shall survive termination of the Contract.

13. TERMINATION

1. 13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party:
   1. the other party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
   2. the other party (being an individual) is the subject of a bankruptcy petition or order;
   3. if an administrator is appointed over the other party (being a company);
   4. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   5. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
   6. the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
   7. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
2. 13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. 13.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and invoices not yet issued in respect of the Goods and Services supplied together with interest.

14. FORCE MAJEURE

1. 14.1 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
2. 14.2 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

15. GENERAL

1. 1. 15.1 Assignment and other dealings.
      1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
   2. 15.2 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

1. 15.3 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
2. 15.4 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
3. 15.5 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).