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Terms & Conditions

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Interpretation

Terms and conditions for the supply of goods and services to trade and private customers

The Customer’s attention is particularly drawn to the provisions of clause 11.

1. INTERPRETATION
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 13.6.
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.
Customised Goods: the goods customised to the Customer’s specification (or any part of them) set out in the Order Confirmation and where appropriate as detailed in the Goods Specification.
Deliverables: the deliverables set out in the Order Confirmation.
Delivery Location: has the meaning set out in clause 4.1.
Deposit: the non-refundable, except as set out in these Conditions, deposit which shall be 50% of the price of the Goods unless stated otherwise in the Order Confirmation.
Force Majeure Event: has the meaning given to it in clause 12.1.
Goods: the Standard Goods and the Customised Goods (or any part of them) set out in the Order Confirmation.
Goods Specification: any specification for the Customised Goods referenced to in the Order Confirmation.
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 written acceptance to the Supplier’s quotation.
Order Confirmation: the Supplier’s written acceptance of the Order.
Re-Stocking Charge: the re-stocking charge for Standard Goods only which shall be: (a) for clause 4.8(b) 20% of the price of the Goods; and (b) for 4.8(c) 50% of the price of the Goods, unless stated otherwise in the Order Confirmation.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order Confirmation.
Standard Goods: the standard goods set out in the Order Confirmation.
Supplier: Drummonds Bathrooms Ltd. registered in England and Wales with company number 02246807 whose registered address is Unit 2C Henley Business Park, Pirbright Road, Normandy, Guildford, Surrey GU3 2DX.

1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues an Order Confirmation and, if a Deposit is payable, the Deposit is received by the Supplier in cleared funds at which point and on which date the Contract shall come into existence (Commencement Date).  Written acceptance will include the Supplier’s order number which must be quoted on all correspondence and notices under the Contract.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures or on the Supplier’s website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5 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.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS
3.1 The Goods are described in the Supplier’s catalogue or on the Supplier’s website or, in relation to Customised Goods, in the Goods Specification or Order Confirmation.

3.2 The Supplier reserves the right to amend the specification of the Goods or the Goods Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY OR COLLECTION OF GOODS
4.1 If the Goods are being delivered by the Supplier, subject to clause 9.5 the Supplier shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.2 If the Goods are being collected by the Customer (or its agent), the Customer (or its agent) shall collect the Goods from the Supplier’s premises at Unit 2C Henley Business Park, Pirbright Road, Normandy GU3 2DX or such other location as may be advised by the Supplier before delivery (Delivery Location) within ten (10) Business Days of the Supplier notifying the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.  The Customer shall be deemed to have accepted the Goods within three (3) days of delivery except for defects not apparent on normal visual inspection.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by:
(a) a Force Majeure Event;
(b) the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods; or
(c) any relevant instruction related to the supply of the Goods.

4.6 The Customer shall accept or take delivery of the Goods at the Delivery Location on the date set out in the Contract and shall pay the delivery charge set out in the Order Confirmation or otherwise agreed between the parties.  The Customer shall indemnify the Supplier in respect of any additional costs caused by the Customer’s failure to provide the Supplier with adequate or accurate delivery instructions or from a failure to accept or take delivery of the Goods in accordance with this clause 4.6.

4.7 If the Customer fails to accept or take delivery of the Goods as agreed then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods the Supplier shall store the Goods until delivery takes place, and may at its sole discretion charge the Customer for all related costs and expenses (including insurance).

4.8 If:
(a) before delivery or within fourteen (14) days of the date of the Order Confirmation the Customer:
(i) notifies the Supplier that the Standard Goods are not required; and
(ii) if the Standard Goods have been delivered, returns the Standard Goods (at its own cost) to the Supplier intact, unused and in the original unopened packaging,
the Supplier shall resell or otherwise dispose of part or all of the Standard Goods and shall repay the Deposit and price paid by the Customer less the delivery charge;
(b) within thirty (30) days of delivery or the date of the Order Confirmation (whichever is sooner) the Customer:
(i) notifies the Supplier that the Standard Goods are not required; and
(ii) if the Standard Goods have been delivered, returns the Standard Goods (at its own cost) to the Supplier intact, unused and in the original unopened packaging,
the Supplier shall resell or otherwise dispose of part or all of the Standard Goods and shall repay or charge (as the case may be) an amount equal to the Deposit and price paid less the Re-Stocking Charge and the delivery charge;
(c) after thirty (30) days and before sixty (60) days of delivery or the date of the Order Confirmation (whichever is sooner) the Customer:
(i) notifies the Supplier that the Standard Goods are not required; and
(ii) returns the Standard Goods (at its own cost) to the Supplier intact, unused and in the original unopened packaging,
the Supplier shall resell or otherwise dispose of part or all of the Standard Goods and shall repay or charge (as the case may be) an amount equal to the Deposit and price paid less the Re-Stocking Charge and the delivery charge.

4.9 For the avoidance of doubt orders for Customised Goods cannot be cancelled or returned.

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.11 The Customer is responsible for obtaining, at its own cost, such import licences, export licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licenses and consents available to the Supplier prior to the relevant shipment.

5. QUALITY OF GOODS

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

5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, a requirement to replace a standard maintenance part that is replaceable or exchangeable, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from their description in the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

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 and any other goods that the Supplier has supplied to the Customer.

7. SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with the Order Confirmation.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly if these dates are missed.

7.3 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, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and, if submitted by the Customer, the Goods Specification are complete and accurate;
(b) ensure that the Goods set out on the Order Confirmation are correctly listed including product finishes, and in relation to Customised Goods check the Goods Specification is accurate including in relation to dimensions and special finishes;
(c) co-operate with the Supplier in all matters relating to the Services;
(d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Delivery Location as reasonably required by the Supplier to provide the Services; and
(e) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.

9. CHARGES AND PAYMENT
9.1 The price for the Goods shall be the price set out in the Order Confirmation. The price of the Goods is exclusive of delivery costs which are detailed on the Order Confirmation and shall be paid by the Customer when it pays for the Goods.

9.2 The charges for Services shall be as set out in the Order Confirmation.

9.3 Unless it is agreed otherwise in writing between the parties:
(a) in respect of Goods, the Supplier shall issue:
(i) a request for payment (pro-forma invoice) for the Deposit on Order Confirmation;
(ii) a pro-forma invoice for the balance of the price prior to delivery; and
(iii) an invoice after delivery or collection of the Goods;
(b) in respect of Services, the Supplier shall issue a pro-forma invoice prior to carrying out the Service and an invoice on completion of the Service; and
(c) in respect of the Re-Stocking Charge, the Supplier shall invoice the Customer as set out at clause 4.8.

For the avoidance of doubt, the Deposit shall:
(d) in respect of Standard Goods, be a part-payment of the price; and
(e) in respect of Customised Goods, be a non-refundable deposit to secure the completion of the purchase by the Customer.

9.4 The Customer shall pay each pro-forma invoice and invoice (except an invoice issued under clause 9.3(1)(iii)) submitted by the Supplier:
(a) immediately unless credit terms are agreed in writing with the Customer in which case within thirty (30) days of the date of the invoice;
(b) in pounds sterling unless agreed otherwise.  If the Supplier agrees that payment can be made in a currency other than pounds sterling the Customer shall always pay a currency amount equivalent to the pounds sterling amount;
(c) 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.  The Supplier may accept payment by credit card but use of this method will incur an additional 2% charge payable by the Customer.

9.5 The Supplier shall not deliver the Goods or make the Goods available for collection by the Customer unless and until the Supplier receives the price of the Goods in full and in cleared funds.

9.6 If the Customer fails to pay for the Goods in full and in cleared funds within 30 days of receiving a notice that the Goods are ready for delivery or collection (as the case may be) the Supplier may (at its discretion) terminate the Contract without further liability to the Customer.  Without affecting its other rights following termination the Supplier may charge and the Customer shall pay the Re-Stocking Charge in accordance with clause 4.8(a).

9.7 All amounts payable by the Customer under the Contract are subject to value added tax chargeable from time to time.

9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

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

11. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

11.2 Subject to clause 11.1:
(a) 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, damage to property,  or any indirect or consequential loss arising under or in connection with the Contract; and
(b) 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 exceed the price paid by the Customer for the Goods or Services.

11.3 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.

11.4 This clause 11 shall survive termination of the Contract.

12. FORCE MAJEURE
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

12.2 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.

12.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than twelve (12) 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.

13. GENERAL
13.1 Assignment and other dealings.
(a) 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.
(b) 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.

13.2 Notices.
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.5 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.6 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.

13.7 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.

13.8 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).