2.Basis of contract

    • 2.1

      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 law, trade custom, practice or course of dealing.

    • 2.2

      The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate.

    • 2.3

      The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

    • 2.4

      The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

    • 2.5

      Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in or on the Supplier's catalogues, brochures and/or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

    • 2.6

      A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty Business Days from its date of issue.

    • 2.7

      The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer by the “Due Date” of the invoice for the Goods. If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of eight per cent above the base rate from time to time of National Westminster Bank. Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for any charges or costs or reasonable liquidated damages incurred by the company prior to cancellation.

3. Goods

    • 3.1

      The Goods are described on the Supplier's website.

    • 3.2

      The Supplier reserves the right to amend the specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery

    • 4.1

      The Supplier shall deliver the Goods to the location set out in the Order 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

      Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

    • 4.3

      Prices include one standard delivery per order. Our standard delivery service uses either a dedicated vehicle, a reliable pallet delivery network or a parcel delivery service. The Customer is responsible for transferring the goods into the premises from the kerbside, and must ensure sufficient labour is available to manage the delivery in a timely manner. Standard deliveries will be made between 9.00am and 5.00pm on the agreed delivery date. Charges will apply to non-standard deliveries.

    • 4.4

      In the event that you agree a delivery date with us or our carrier and then fail to take delivery on that date, you will be liable for any additional expenses incurred by us as a result of your failure to take delivery on the agreed date, for the avoidance of doubt this will include (as a minimum) an additional delivery fee.

    • 4.5

      If you are unlucky enough to find that Goods have been lost or damaged in transit, please make sure that this is noted down on the carrier’s delivery note and contact us immediately via email at info@quadmod.com. We cannot accept claims for missing or damaged Goods after the carrier has left the delivery address, unless they have been signed for as damaged or missing.

    • 4.6

      If you order Goods from us for delivery to a destination outside the UK, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

    • 4.7

      You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

    • 4.8

      You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.

    • 4.9

      Any dates quoted for delivery are estimates only and can’t be guaranteed. The time of delivery is not of the essence. We can’t accept any liability for any direct or indirect loss or damage resulting from delivery outside of these estimated timescales. 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.

    • 4.10

      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 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.

    • 4.11

      If the Customer fails to take delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

      • (a)

        delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

      • (b)

        the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses.

    • 4.12

      If seven Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them,the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. For the avoidance of doubt this is at the Supplier’s discretion.

    • 4.13

      The Supplier may deliver the Goods by instalments. 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.

5.Quality

    • 5.1

      The Customer must check that all Goods are the right size, colour, pattern, finish and in perfect condition before using / fitting them. We cannot accept any claims for damaged, faulty or mis-described items once they have been used or fitted. Such use or fitting shall be taken as proof that the Customer has accepted that the Goods are in perfect condition.

    • 5.2

      The Customer must accept full responsibility for the suitability of the Goods ordered for the purpose for which they are used.

    • 5.3

      The Supplier warrants that on delivery the Goods shall:

      • (a)

        conform in all material respects with their description, subject to clause 5.5; and

      • (b)

        be free from material defects in design, material and workmanship.

    • 5.3

      The Supplier warrants that on delivery the Goods shall:

      • (a)

        conform in all material respects with their description, subject to clause 5.5; and

      • (b)

        be free from material defects in design, material and workmanship.

    • 5.4

      Subject toclause 5.5, if:

      • (a)

        the Customer gives notice in writing to the Supplier within five Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause clause 5.3;

      • (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,

      the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    • 5.5

      The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause clause 5.3 in the following circumstances:

      • (a)

        the Customer makes any further use of such Goods after giving notice in accordance with clause clause 5.4;

      • (b)

        the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

      • (c)

        the defect arises because the Customer installed the Goods in an inappropriate environment;

      • (d)

        the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

      • (e)

        the Customer alters or repairs such Goods without the written consent of the Supplier;

      • (f)

        the defect arises as a result of fair wear and tear, wilful damage, negligence, use of unapproved auxiliary products, or abnormal storage or working conditions;

      • (g)

        the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

      • (h)

        the Goods differ in shade, pattern, finish or colour 1) between samples/photographs and the actual Goods, 2) from batch to batch, or within a single batch 3) due to exposure to sunlight, 4) resulting from replacement of a portion of your Goods, 5) resulting from the different age and history of the same product reference/batch;

      • (i)

        the varnish, laquer or PU layer on the Goods is not covered by this warranty - this protective coating may need periodic replacement as part of a maintenance programme in certain environments;

      • (j)

        cork and wood are natural products and variation in the surface appearance may include dimpling, knots, wormholes, cracks, voids and variation in grain, colour (including extent of decorative colour) and patterning etc. These shall not be considered defects;

      • (k)

        minor cupping, crowning, face distortions, seasonal gapping etc. are considered normal and are not covered under this warranty;

      • (l)

        quality variation that does not exceed 5% is industry standard and is excluded from the warranty;

      • (m)

        trivial or insubstantial visual defects, i.e., visual defects not perceptible at 1.5 metres from standing or which are only perceptible in counter light are excluded from the warranty.

    • 5.6

      Except as provided in this clause 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 clause 5.3.

    • 5.7

      The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

    • 5.8

      These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier

6. Title and risk

    • 6.1

      The risk in the Goods shall pass to the Customer on completion of loading at Supplier’s warehouse.

    • 6.2

      Title to the Goods shall not pass to the Customer until the earlier of:

      • (a)

        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, or

      • (b)

        the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause clause 6.4.

    • 6.3

      Until title to the Goods has passed to the Customer, the Customer shall:

      • (a)

        store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

      • (b)

        not remove, deface or obscure any identifying mark on or relating to the Goods;

      • (c)

        maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

      • (d)

        notify the Supplier immediately if it becomes subject to any of the events listed in clause clause 9.1(b) to clause clause 9.1(d); and

      • (e)

        give the Supplier such information as the Supplier may reasonably require from time to time relating to:

        • (i)

          the Goods; and

        • (ii)

          the ongoing financial position of the Customer

    • 6.4

      Subject to clause clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

      • (a)

        it does so as principal and not as the Supplier’s agent; and

      • (b)

        title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

    • 6.5

      At any time before title to the Goods passes to the Customer, the Supplier may:

      • (a)

        by notice in writing, terminate the Customer's right under clause clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

      • (b)

        require the Customer to deliver up all Goods in its possession that have not been resold, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

    • 7.1

      The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

    • 7.2

      The Supplier may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

      • (a)

        any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

      • (b)

        any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification; or

      • (c)

        any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

      For the avoidance of doubt, the Customer shall have no right to amend or cancel an Order once it has been accepted.

    • 7.3

      The price of the Goods:

      • (a)

        excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

      • (b)

        excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

    • 7.4

      The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery (including for the avoidance of doubt deemed delivery see clause 4.11).

    • 7.5

      The Customer shall pay for the Goods on the earlier of:

      • (a)

        receipt of a proforma invoice; or

      • (b)

        if no proforma invoice is issued, within thirty days of the date of the invoice.

    • 7.6

      Payment shall be 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.

    • 7.7

      If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause clause 7.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time

    • 7.8

      All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability

    • 8.1

      The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

    • 8.2

      References to liability in this clause clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    • 8.3

      Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

      • (a)

        death or personal injury caused by negligence;

      • (b)

        fraud or fraudulent misrepresentation;

      • (c)

        breach of the terms implied by section 12 of the Sale of Goods Act 1979; and

      • (d)

        defective products under the Consumer Protection Act 1987.

    • 8.4

      Subject to clause clause 8.3, the Supplier's total liability to the Customer shall not exceed the cost of the Goods supplied

    • 8.5

      Subject to clause clause 8.3, the following types of loss are wholly excluded:

      • (a)

        loss of profits;

      • (b)

        loss of sales or business;

      • (c)

        loss of agreements or contracts;

      • (d)

        loss of anticipated savings;

      • (e)

        loss of use or corruption of software, data or information;

      • (f)

        loss of or damage to goodwill; and

      • (g)

        indirect or consequential loss.

    • 8.6

      This clause clause 8 shall survive termination of the Contract.

9. Termination

    • 9.1

      Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

      • (a)

        the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five Business Days of being notified in writing to do so;

      • (b)

        the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      • (c)

        the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

      • (d)

        the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

    • 9.2

      Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause clause 9.1(b)9.1(b) to clause clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

    • 9.3

      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 the Contract on the due date for payment.

    • 9.4

      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 interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

    • 9.5

      Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

    • 9.6

      Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six weeks, the party not affected may terminate the Contract by giving fifteen days' written notice to the affected party.

11. General

    • 11.1 Assignment and other dealings

      • (a)

        The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

      • (b)

        The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

    • 11.2 Entire agreement.

      • (a)

        The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter

      • (b)

        Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

    • 11.3

      Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    • 11.4 Waiver.

      • (a)

        Except as set out in clause clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

      • (b)

        A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

    • 11.5

      Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

    • 11.6 Notices

      • (a)

        Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

        • (i)

          delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or

        • (ii)

          sent by email to the following addresses (or an address substituted in writing by the party to be served):
          Supplier: info@quadmod.com
          Customer: the email address that the Supplier has on file for the Customer.

      • (b)

        Any notice shall be deemed to have been received:

        • (i)

          if delivered by hand, at the time the notice is left at the proper address;

        • (ii)

          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; or

        • (iii)

          if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

    • 11.7 Third party rights.

      The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    • 11.8

      Governing law.The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

    • 11.9

      Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.