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Terms & Conditions

1. Interpretation

1.1 In these Conditions: “Buyer” means the person who accepts a quotation from the Company for the sale of Goods or whose order for the Goods is accepted by the Company. “Goods” means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with these Conditions. “Company” means Custom Made Kitchens Ltd. “Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Company. “Contract” means the contract for the buying and selling of the Goods. “Writing” includes facsimile transmission, email and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as changed by subsequent legislation.

1.3 The headings of these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Company shall sell and the Buyer shall buy the Goods in accordance with any written or verbal quotation of the Company which is accepted by the Buyer, or any written or verbal order of the Buyer which is accepted by the Company, subject in either case of these conditions, which shall govern the Contract to the exclusion of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Company.

2.3 The Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, and agrees not to make a claim for breach of such representations.

2.4 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer's own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.6 All quotations are valid for the Goods contained there-in, and any Goods omitted from the quotation in error (either by the Company or the Buyer), if still required by the Buyer on or after acceptance of the order by the Company, shall be invoiced for independently of the quotation at the current value.

3. Orders and Specifications

3.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms and specifications of any applicable order submitted by the Buyer. The Buyer agrees that the structure, condition and suitability of the premises for the installation are the Buyers responsibility.

3.2 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable requirements or, where the Goods are to be supplied to the Company's specification, which do not materially affect their quality or performance. The Buyer agrees that the Company may make minor modifications to the specifications for the materials and the design of the Goods at its sole discretion. The Company need not tell the Buyer it has done this. If a major modification is necessary, the Company will inform the Buyer and agree the matter with them.

3.3 If for any reason beyond its control, the Company is unable to supply a particular item, the Company will notify the Buyer. The Company will normally replace it with an item of equivalent or superior standard and value.

3.4 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of labour and all materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.

3.5 Where the Company has agreed to supply the Goods, the Company will ensure that the quality of the Goods supplied will be to a satisfactory standard.

3.6 The Company will supply order forms to the Buyer for the purpose of requesting a quotation and/or placing an order. The Company accepts no liability for errors, omissions or miss-interpretations of the Buyer's requests or specifications when not submitted on the forms provided or when the forms are incorrectly completed by the Buyer.

4. Price of Goods

4.1 The price of the Goods shall be the Company's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price in the Company's published price list current at the date of acceptance of the order. The Company will do all it reasonably can to ensure the price quoted at the time of the Contract is correct. However, if the Goods or supply of the Goods have for any reason been underpriced by the agent then either party can elect to renegotiate the price, upon the Company notifying the Buyer of the discrepancy. In the event that a new price cannot be agreed then either party is entitled to terminate the Contract, whereupon any moneys will be repaid in full. In these circumstances the Company will not make to the Buyer any payment for any loss the Buyer may suffer.

4.2 Where the Company agreed to deliver the Goods otherwise than at the Buyer's premises, the Buyer shall be liable (if required by the Company) to pay the Company's charges for transport, packaging and insurance.

4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.

5. Terms of Payments

5.1 Subject to any special terms agreed in Writing between the Buyer and the Company, the Company shall be entitled to invoice the Buyer for the price of the Goods on or any time after the Goods are available for delivery or collection.

5.2 The Buyer shall pay the price of the Goods immediately upon taking receipt of the Goods (either by delivery or collection), unless account facilities have been approved by the Company, in which case payment shall be due on the last day of the month following the month of the companies invoice (unless otherwise agreed in Writing), notwithstanding that delivery may not have taken place and the Buyer does not legally own the Goods. If the Buyer does not pay on time, this will be a breach of Contract. Receipts for payments will be issued only upon request.

5.3 If the Buyer fails to make any payment on the correct date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled (on giving reasonable notice) to:

  • 5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
  • 5.3.2 charge the Buyer interest (both before or after any judgement) on the amount unpaid at the rate of 5% above National Westminster Bank PLC base rate, until payment is made (a part of a month being treated as a full month for the purpose of calculating interest);
  • 5.3.3 charge the Buyer a fee of £25.00 per unpaid invoice to cover administration costs incurred.

6. Delivery

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company's premises at any time after the Company has notified the Buyer that the Goods are ready for collection, or by delivery of the Goods to the premises of the Buyer, or to an alternative location as previously agreed by the Company in Writing.

6.2 The Company will do all that it reasonably can to meet the date given for delivery, however any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. If the Company cannot deliver on time, this is not to be treated as a breach of Contract unless it is previously agreed by the Company in Writing to be treated as a breach of Contract. The Company will contact the Buyer and agree an alternative date. In these circumstances, the Company will not make to the Buyer any payment for loss, whether direct or consequential, that he might suffer. The Goods may be delivered by the Company earlier than the quoted delivery date as long as it gives reasonable notice to the Buyer.

6.3 Delivery dates by the Company are determined (in part) by the Buyers geographical location. Should the Company fail to meet a quoted delivery date, then the delivery will be rescheduled to the next available date based upon the Buyer's geographical location. The buyer will have the option of using third-party transportation, if available, to select an alternative delivery date, and at the Buyer's cost as determined by the third-party. This must be agreed in Writing prior to despatch of the Goods and will be invoiced by the Company as a separate entity.

6.4 If the Company fails to deliver the Goods for any reason except for causes beyond the Company's reasonable control or for causes which are the Buyer's fault, and the Company is accordingly liable to the Buyer, the Company's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.5 The Buyer agrees to give access to the premises for the purpose of delivery and subsequent visits that may be necessary. The Buyer agrees to assist the delivery agent in the off-loading of the Goods, or provide assistance where the Buyer is physically incapable of assisting personally. If no assistance is provided, the Company reserves the right to retain the Goods until a new delivery date can be agreed upon with the Buyer. The Company will charge the Buyer to cover costs incurred for storage and additional delivery (see 6.6.1).

6.6 If the Buyer does not take delivery of the Goods or does not give adequate delivery instructions at the time stated for delivery and it is not beyond the Buyers reasonable control or it is not the Company's fault, then without prejudice to any other right or remedy available to the Company, the Company may:

  • 6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, or;
  • 6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

  • 7.1.1 in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection, or;
  • 7.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

7.2 Notwithstanding delivery and passing of risk with the Goods, the Buyer will not legally own the Goods until the balance of the payments is made by the Buyer to the Company. The Goods do not become the Buyers until the Buyer has paid for them in full, and until such time the Buyer shall keep the Goods in good repair, condition and properly protected and insured and identified as the Company's property.

7.3 Until the Buyer has paid in full for all Goods, the Company will be able at any time to demand the return of the Goods by the Buyer (provided the Goods are still in existence and haven't been resold). If the Buyer fails to return the Goods, the Company will be able to enter the Buyer's premises or any other person's premises where the Goods are kept and repossess the Goods.

7.4 Until the Buyer has paid in full for the Goods, he cannot use the Goods as security for a loan of any sort. If the Buyer does so, all money owing by the Buyer to the Company shall become immediately payable (without prejudice to any other right or remedy of the Company).

8. Liability

8.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1988) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond within the specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 24 hours on the telephone and within 3 days in Writing from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within such time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, or if the Buyer has in any way tampered with the Goods in such a way that they are no longer in the same condition in which they were at the time of delivery, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the contract.

8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Buyer shall return the Goods in the same condition in which they were when delivered to the Buyer, and the Company shall be entitled to replace the Goods (or part in question) free of charge or at the Company's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Company shall have no further liability to the Buyer.

8.4.1 It is the responsibility of the Buyer to inspect all Goods and ensure they meet the specification of the order prior to their permanent installation in a premises. The Company will not be liable for any costs incurred to the buyer that may result from the Goods not meeting the specification once the Goods have been installed.

8.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied term or express term of the Contract or any duty at common law for any financial loss (whether loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.6 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:

  • 8.6.1 Act of God, explosion, flood, tempest, fire or accident;
  • 8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • 8.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
  • 8.6.4 import or export regulations or embargoes;
  • 8.6.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or a third-party);
  • 8.6.6 difficulties in obtaining raw material, finished or part finished goods or products, labour, fuel parts or machinery;
  • 8.6.7 power failure or breakdown of machinery.

9. Insolvency of the Buyer

9.1 This clause applies if:

  • 9.1.1 the Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction), or;
  • 9.1.2 an encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Buyer, or;
  • 9.1.3 the Buyer ceases, or threatens to cease to carry on business, or;
  • 9.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. General

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

10.3 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred for arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society.

10.4 The Contract shall be governed by the laws of England.