Customer Terms and Conditions

1. Interpretation

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 8.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 3.2.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Order: the Customer’s order for the Goods, as set out in the Customer’s instructions.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Scott Parnell Limited (registered in England and Wales with company number 08105082).

1.2 Interpretation:

(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 personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

1. Basis of contract

1.1 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.

1.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

1.3 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.

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

1.5 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures (whether digital or otherwise) 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.

1.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

2. Goods

2.1 The Goods are described in the Supplier’s digital catalogue as modified by any applicable Specification.

2.2 To the extent that the Supplier manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier’s use of the Specification infringes the intellectual property rights of any third party. This clause 2.2 shall survive termination of the Contract.

2.3 Where the Goods are manufactured by third parties and not the Supplier, detailed product specifications, including performance characteristics, technical requirements, limitations, intended use and storage conditions, are provided solely by the relevant manufacturer (Manufacturer’s Specification Sheet).

2.4 The Customer acknowledges and agrees that it is solely responsible for:

(a) reviewing and understanding the applicable Manufacturer’s Specification Sheet prior to purchasing and using the Goods;

(b) satisfying itself that the Goods are suitable and fit for its intended purpose, application and operating conditions; and

(c) ensuring that the Goods are handled, stored, installed, used and maintained strictly in accordance with the Manufacturer’s Specification Sheet.

2.5 The Supplier does not provide, and shall not be deemed to provide, any technical, engineering, design or suitability advice in relation to the Goods. Any information provided by Supplier is of a general nature only and does not replace the Manufacturer’s Specification Sheet.

2.6 By placing an order for the Goods, the Customer confirms that it has relied exclusively on its own assessment and the Manufacturer’s Specification Sheet, and not on any representation, advice or recommendation made by or on behalf of the Supplier, as to the fitness of the Goods for any particular purpose.

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

2.8 Where Goods are manufactured, adapted or sourced specifically to the Customer’s requirements (Non-Stock Items), the Customer acknowledges that once the Supplier has placed the order with the manufacturer or commenced production, such Non-Stock Items cannot be cancelled, returned or refunded. The Customer shall remain liable to pay the full purchase price for all such Non-Stock Items notwithstanding any subsequent change of mind, cancellation or failure to take delivery.

3. Delivery

3.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers and the type and quantity of the Goods (including the code number of the Goods, where applicable).

3.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

3.3 The Customer accepts full responsibility for compliance with all storage, handling and usage requirements specified by the manufacturer, and acknowledges that failure to comply with such requirements may affect product performance and validity of any manufacturer warranties.

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

3.5 Any dates quoted for delivery 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.

3.6 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 not be liable for any failure to deliver 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.

3.7 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then, except where such failure 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 third 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 shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).

3.8 If ten Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling or disposal, 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.

3.9 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4. Quality

4.1 On delivery, the Goods shall:

(a) conform in all material respects with the Specification; and

(b) be free from material defects in design, material and workmanship.

4.2 Subject to clause 4.3, if:

(a) the Customer gives notice in writing to the Supplier within a reasonable time of delivery that some or all of the Goods do not comply with clause 4.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods further to delivery; 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 and to the extent that it agrees that such Goods do not comply with clause 4.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for the Goods’ failure to comply with clause 4.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2;

(b) the Customer fails to inspect the Goods in a reasonable time further to delivery;

(c) 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;

(d) the defects arises because the Customer failed to follow any instructions provided by the manufacturer of the Goods as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(e) the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;

(f) the Customer alters or repairs such Goods without the written consent of the Supplier or the manufacturer;

(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(h) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements or agreed industry standards and specifications.

4.4 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with clause 4.1.

4.5 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.

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

5. Title and risk

5.1 The risk in the Goods shall pass to the Customer on completion of delivery.

5.2 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 in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

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

(a) store the Goods safely;

(b) not remove, deface or obscure any identifying mark or packaging 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 8.1(b) to clause 8.1(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 Customer’s ongoing financial position.

5.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, 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, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Supplier.

6. Price and payment

6.1 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 Order.

6.2 The Supplier may, by giving notice in writing to the Customer at any time 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 or delay by the Customer in giving the Supplier adequate or accurate information or instructions.

6.3 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 bespoke packaging, and delivery of the Goods, which shall be invoiced to the Customer.

6.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery pursuant to clause 3.4.

6.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice or pursuant to any alternative payment terms as specified within the invoice; and

(b) 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.

6.6 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 8, 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 6.6 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6.7 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).

7. Limitation of liability

7.1 The limits and exclusions in this clause 7 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

7.3 Nothing in the Contract limits any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987;

(e) any liability that cannot legally be limited; or

(f) the Customer’s payment obligations under the Contract.

7.4 Subject to clause 7.3, the Supplier’s total liability to the Customer shall not exceed the total value of any non-conformant Goods supplied.

7.5 Subject to clause 7.3, the following types of loss are wholly excluded:

(a) loss of profits (including loss of anticipated savings);

(b) loss of sales or business;

(d) loss of use or corruption of software, data or information;

(e) loss of or damage to goodwill; and

(f) indirect or consequential loss.

7.6 The Supplier gives no warranty, representation or undertaking (express or implied) that any Goods supplied are fit for any particular purpose or are suitable for use in any specific application. All Goods are supplied on the basis that the Customer shall be solely responsible for determining their suitability for the intended purpose and for ensuring compliance with all applicable laws, regulations and requirements, including (without limitation) the Building Regulations 2010 and the Building Safety Act 2022. The Supplier shall have no liability whatsoever (whether in contract, tort, statute or otherwise and whether for direct, indirect or consequential loss) arising out of or in connection with the use, installation or incorporation of the Goods in any works and the Customer will indemnify the Supplier against any and all claims, liabilities and Losses arising out of or in connection with use of the Goods, and hereby irrevocably waives any right to bring or pursue any claim against the Supplier in respect thereof.

7.7 Any technical information, guidance notes, specifications or data sheets provided by the Supplier in connection with the Goods are supplied for general information only. While the Supplier endeavours to ensure that such information is accurate and up to date, no warranty, representation or undertaking is given that this is the case. It is the sole responsibility of the Customer to verify the accuracy, sufficiency and applicability of any such information for the intended purpose, and to obtain independent professional advice where necessary. The Supplier shall have no liability whatsoever (whether in contract, tort, statute or otherwise) for any loss, damage or expense arising from reliance upon such information and the Customer expressly waives any right to bring or pursue any claim against the Supplier in respect of the same.

7.8 This clause 7 shall survive termination of the Contract.

8. Termination

8.1 Without limiting its other rights or remedies, the Supplier may terminate the 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 seven days of it 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;

(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.

8.2 Without limiting its other rights or remedies, the Supplier may suspend supply 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 8.1(b) to clause 8.1(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.

8.3 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.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s 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 the Customer shall pay immediately on receipt.

8.5 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.

8.6 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.

9. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for fourteen days, the party not affected may terminate the Contract by giving not less than seven days’ written notice to the affected party.

10. General

10.1 Assignment and other dealings.

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

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

10.2 Confidentiality

(a) Each party undertakes that it shall not at any time, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(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 has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

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

10.5 Waiver.

(a) Except as set out in clause 1.4, 7.6 and 7.7, a waiver of any right or remedy is only effective if given in writing.

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

10.6 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 or part-provision of the Contract is deemed deleted under this clause 10.6, 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.

10.7 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 (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the appropriate address as confirmed by the party to be served in writing.

(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; or

(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.

(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.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10.8 Data Protection. The Supplier will use their best endeavours to protect any personal information provided to them by the Customer and will handle it in accordance with applicable data protection laws in the United Kingdom, including the UK GDPR and Data Protection Act 2018. The Supplier will only collect, use and store the Customer’s personal data for legitimate business purposes, and will take reasonable steps to keep it secure and up to date.

10.9 Third party rights.

(a) 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.10 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.

10.11 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.