Cocoon Terms & Conditions of Business
a. In these Conditions ‘the Company’ shall mean Cocoon which is a trading style of Creatif Architectural Products; ‘the Goods’ shall mean any goods or services supplied by the Company; ‘the Buyer’ shall mean any person, firm or company to whom any quotation of the Company is addressed or who enters into a contract for the supply of goods.
b. Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the contract or have any contractual force. Unit quantities specified by the Company are given as a guide only and may be varied to suit manufacturing processes and tolerances and/or actual site dimensions and requirements.
c. Quotations by the Company are open for acceptance by the Buyer for 30 days. It is an express condition that unit prices quoted by the Company are calculated on the basis of quantities quoted for and where the Buyer’s are varied the Company expressly reserves the right to increase unit rates as the Company considers appropriate.
d. Unless expressly agreed in writing by the Company and the Buyer, time shall not be of the essence.
e. No binding contract will be created until the Company has accepted and acknowledged the Buyer’s order.
f. The Company shall be entitled to sub-contract the whole or part of the performance of its obligation hereunder.
g. All contracts to which these conditions apply shall be governed by and construed in accordance with English Law.
h. Any failure by the Company to enforce these Conditions or any indulgence or relaxation granted by the Company shall not be deemed to alter or affect the terms herein.
i. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. DESIGNS AND SPECIFICATIONS
a. The Buyer 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 by the Company to the Buyer or their agents, its employees, agents or subcontractors, and any other confidential information concerning the Company's business or its products or its services which the Buyer may obtain. The Buyer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Company's obligations under the contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 2b shall survive termination of the contract.
b. The Buyer shall cooperate with the Company to provide in a timely manner all information as is necessary for the performance of the supply of the Goods including but not limited to dimensions, artwork, health & safety data and finishes; where such information is not provided in a timely manner the Company shall not be liable for any delays, loss or damage resulting therefrom.
c. Where drawings, schedules, artwork or costings have been prepared on the basis of information supplied by the Buyer, in the event of such information being inaccurate and/or inadequate the Company shall not be liable for any delays, loss or damage resulting therefrom.
d. Drawings and plans prepared by the Company shall not be binding as to detail; unit quantities specified by the Company are given as a guide only and may be varied to suit manufacturing processes and tolerances and/or actual site dimensions and requirements.
e. Any specifications or particulars including plans, drawings, schedules, costings or other data submitted to the Buyer shall remain the property of the Company as shall copyright therein until such times as the Company has been paid in full or the preparation of such material. No such material shall be reproduced or disclosed to any third party without the express permission of the Company and shall be returned to the Company on demand. In particular unless he has paid for the plans or drawing prepared by the Company the Buyer shall not be entitled to submit them to other companies for the purpose of obtaining quotations or having any work carried out.
f. Acoustic data quoted by the Company is calculated by the Company’s retained acousticians and advised in good faith but the Company is unable to warrantee a specific level of sound attenuation or reverberation time on site where there are always variables out of the scope or control of the Company.
g. The Company does not warrantee advice in respect of lighting equipment or light output. These issues are beyond the control of the Company and the Company accepts no liability for any purported losses relating to these issues. Although the Company may provide guidance in accordance with best practice, independent advice should be sought on lighting specifications.
h. The Company will endeavour to achieve accurate colour matches within the constraints of the printing equipment and substrates used but the Company cannot warrantee to precisely match colours to samples, pantone, RAL or other colour specification system. Any reprints will be carried out at the Buyer’s cost.
i. The Company does not warrantee that the Goods comply with statutory requirements and fire regulations; it is the Buyer’s responsibility to specify appropriately and ensure compliance with relevant statutory or recommended requirements.
j. Any alterations, additions or other variations from the specifications or agreed contract works requested by the Buyer shall only become a contract term when confirmed by the Buyer in writing and likewise acknowledged by the Company.
k. In the event that additional works or variations are found by the Company to be necessary for the satisfactory completion of the contract works the Buyer authorises the Company to proceed with such works or variations without further notice and agrees that such works shall be charged at the Company’s then current day work rate plus overtime, materials, travelling time, subsistence and plant hire cost as applicable.
3. PRICE AND PAYMENT
a. Terms of payment shall be as stated on the Company quotation, provided to the Buyer prior to entering into a contract.
b. Value Added Tax, Import Duties or any other charges levied by or under the authority of H.M. government of other competent authority are specifically excluded.
c. Notwithstanding that no stage payments are provided for in the contract the Company shall have the right at any time and from time to time during the production of the Goods to require the Buyer to pay on account of the price such amount as the Company shall at its discretion specify as being the value of materials already allocated and the value of work already executed at the date of such request for payment. Any sum so requested shall be paid within 14 days of such request.
d. If payment of any such sum payable shall not have been received by the Company on or before the due date the Company shall be entitled to suspend the supply of Goods and to withhold delivery of any Goods whether ordered at the due date or not without incurring any liability whatsoever to the Buyer for such delay, and by notice in writing to the Buyer to treat the contract as repudiated by the Buyer and to recover all losses and expenses including loss of profit suffered by the Company as a result of such repudiation.
e. Title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Company has received payment in full for all Goods under this and all other contracts between the Company and the Buyer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Buyer.
f. Alternatively the Company may at its option require payment of all outstanding monies before making any further delivery. The Company may charge interest on late payments (both before and after judgment) on the amount outstanding at the rate of 8% per annum above the Bank of England base rate calculated on a daily basis and the Buyer will be liable to reimburse to the Company all costs and expenses, including legal costs incurred in collection of any overdue amount.
g. The Buyer shall not be entitled to make any deductions from the price of the Goods in respect of any set-off or counterclaim whether arising out of this or any other contract and the provisions of section 53 (1) (a) of the Sale of Goods Act 1979 shall not apply, nor shall the Buyer have any equitable right of set-off.
h. The Company shall be entitled to bring an action for the price of the Goods whether or not the property in any goods has passed.
4. DELAY OR CANCELLATION
a. Any programme or date supplied by the Company concerning the delivery and where appropriate the installation of the Goods is an estimate only and shall not be binding upon the Company. Time for delivery shall not be of the essence. In no circumstances will the Company be liable for late delivery where such delay is caused by such circumstances outside its control.
b. In the event of the Company or Buyer calling a postponement to the delivery and/or installation of the Goods in relation to unforeseen Heath and Safety issues that represent a potential hazard and risk on site, and which affect continuity to the programme of events, the Company do not accept liability, financial or otherwise, for consequent delays incurred to the Buyer. Any costs resulting from the appointment of professional consultants necessary to thoroughly investigate, and remedial works thereafter shall be directly charged to the Buyer.
c. In the event of the Buyer calling a postponement after the date of the acceptance of order dates for the commencement and/or completion of works for any reason other than the other fault of the Company or its suppliers the Company shall be entitled to charge the Buyer for and the Buyer agrees to pay all storage, insurance and other costs including any increase in cost of labour, materials and transport arising as a result of such delay.
d. In the event of the Buyer cancelling the order after the date of the acceptance of order for whatever reason the Company shall be entitled to charge the Buyer for and the Buyer agrees to pay all cancellation, storage, insurance and other costs including loss of profit.
5. DELIVERY AND INSTALLATION
a. Where the Buyer requires the Company to install the Goods, the price is based upon continuity of work in a logical sequence during normal working hours from Monday to Friday. The Buyer shall procure that the Company has unimpeded access to the site at all times for the delivery of materials and for the carrying out of the installation.
b. The Buyer shall procure that adequate lighting, power for all electrical hand tools and fresh water supplies to be made available at all times during the period of the installation.
c. The Buyer is responsible for providing a clear working area prior to the commencement of the installation.
d. Should it not be possible to proceed with the installation due to a clear working area not being provided or employees or other contractors working in the area or the required facilities not being available the Company reserves the right to charge unproductive overtime plus travelling time, subsistence and plant hire costs at the Company’s then current work rates.
e. Where through no fault of the Company it is not reasonably possible for the Company to deliver all the Goods at one time and/or to carry out the installation in one continuous operation, the Buyer will be responsible for indemnifying the Company in respect of any additional costs loss or expenses incurred by the Company resulting thereof.
f. The Buyer shall indemnify the Company in respect of any injury to persons or damage to goods arising from any cause other than negligence of the Company or its employees whilst at the premises to which the goods are being delivered or the contract works being carried out including costs of legal proceedings.
6. OWNERSHIP AND RISK
a. The property in the Goods supplied by the Company shall remain in the Company until the Buyer has paid in full all amounts due to the Company therefore. So long as the property in the Goods remains in the Company and the Buyer is in default of any obligations hereunder, the Company shall have the right, with or without prior notice to the Buyer, to take repossession of the Goods and for the purpose to go upon any premises occupied by the Buyer (without prejudice to any other remedy) and to remove the Goods.
b. The risk in the Goods shall pass to the Buyer when the same are delivered to the address at which the same are to be installed. It is the Buyer’s responsibility to properly store, secure and protect all materials and goods supplied to the site and to indemnify the Company for loss or damage to such materials and goods howsoever arising.
7. INSPECTION AND DEFECTS LIABILITY
a. The Company warrants that the Goods to be supplied by it consequent upon its acceptance of the Buyer’s order will be of a reasonable quality and workmanship. The Company’s obligation under this warrantee shall be to correct any defective work and to repair or (in its absolute discretion) replace free of charge any Goods which are shown to the Company’s satisfaction to have been defective provided that the Company is permitted access to the site at all reasonable times in order to carry out remedial work and provided that notice of such defect and satisfactory proof therefore is given by the Buyer within 7 days of the completion of such work or the delivery of the Goods. Failure to give such notice constitutes unqualified acceptance of the contract work and the Company shall have no further liability in respect thereof.
b. Save as above the Company shall be under no liability whatsoever for any consequential or other loss or damage of whatsoever kind or howsoever caused as a result of the Goods supplied or work done or otherwise than in accordance with these conditions or as a result of anything done or omitted in connection with any work done or omitted to be done by the Company nor will the Company be liable for the consequences or any negligent act of omission by its employees or contractors in the performance of the contract or otherwise other than in respect of death of personal injury.
Website Terms & Conditions
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