Terms and Conditions (updated 1st January 2020)
1. GENERAL
1.1. Any contract between FRI Projects Ltd and any of its customers for the supply and/or services shall automatically incorporate these conditions which shall prevail over any other terms and conditions attached to the Customer’s order.
1.2. The waiver of any of any conditions herein at any time by the Customer shall not be effective unless it is specifically agreed in writing by FRI Projects Ltd and shall constitute a waiver for the purpose of that particular transaction only and all other conditions herein shall remain in full force and effect.
1.3. Any contract between FRI Projects Ltd and the Customer shall only arise on the written acceptance by FRI Projects Ltd of the Customer’s order.
2. PRICE AND PAYMENT
2.1. The price for the Goods (“the Price”) shall be the price as stated on the quotation or estimate provided by FRI Projects Ltd, or such other price as the parties may agree in writing or orally.
2.2. For a “supply only” sale, i.e. where items are sold without installation at the Customer’s property, payment of the Price shall be made by the Customer upon collection of the goods from our workshop or upon delivery unless expressly agreed with FRI Projects Ltd in writing.
2.3. For an “installation” sale, i.e. where items are installed or work is carried out at the Customer’s property, Balance of the Price shall be made by the Customer within 31 days of the date of the invoice – Should the relevant credit checks not be satisfactory to offer the relevant credit then payment is required in full prior to any work undertaken.
2.4. FRI Projects Ltd understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
2.5. The Customer should understand that, for all orders over £1000 including VAT, a credit check and public record search may be made, and the Customer will be asked for written consent for this.
2.6. FRI Projects Ltd will ask for deposit payments for large orders, 33% when the order is confirmed, 33% five days before delivery/installation/collection and 34% upon completion – However FRI Projects Ltd reserve the right to ask for goods to be paid by pro-forma.
2.7 Should a payment be missed by the customer on the given date, then FRI Projects Ltd reserve the right to discontinue with manufacture or installation of the goods until the customer payments are upto date.
2.8 FRI Projects Ltd operates a bill and hold policy, so should a site not be ready for the goods to be installed an invoice will be raised in accordance with our normal payment terms and goods will be held until required.
2.9 FRI Projects LTD operates a ‘no retentions’ policy, so all monies/invoices shall be paid in full
2.9.1 FRI Projects Ltd are subject to CIS deductions, these deductions are to be made to “on site installation” charges only, these deductions will not be shown on our invoice and will remain as owed until a payment and deduction statement is issued (CISOL1_v0_06).
3. QUOTATIONS/ESTIMATES
3.1. Any quotation/estimates provided by FRI Projects Ltd shall be valid for acceptance by the Customer for a period of 3 months from the date of the quotation/estimate, and FRI Projects Ltd shall be required to accept an order based on the quotation/estimate within this 3 month period.
3.2. The price quoted is exclusive of VAT and all costs or charges in relation to packaging, loading, unloading, carriage and insurance (if applicable) which shall be due at the rate ruling on the date FRI Projects Ltd invoice unless included within our quotation.
3.3. Unless otherwise agreed in writing, no quotation/estimate shall be subject to any discount.
4. GOODS
4.1. All Goods shall be required to conform to the specification in the order for Goods by the Customer as accepted by FRI Projects Ltd or as otherwise expressly agreed in writing or orally.
4.2. Any order for Goods sent by the Customer to FRI Projects Ltd shall be deemed to be accepted subject to the Conditions contained herein.
4.3. Each order for Goods accepted by FRI Projects Ltd shall be deemed to be an individual legally binding contract between the parties.
4.4.Any changes requested by the customer and subsequently carried out by FRI Projects Ltd after design has been signed off the customer is liable to be charged for any materials ordered and time taken to make relevant amendments, this will include any downtime, should our labour not be able to carry on
4.5. Where any designs or patterns or specifications have been supplied by the Customer for manufacture by or to the order of FRI Projects Ltd then the Customer warrants that the use of those designs, patterns or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the intellectual property or other rights of any third party. The Customer shall indemnify and keep indemnified FRI Projects Ltd against any loss in respect of any proceedings or otherwise resulting from any infringement of any letters, patent, copyright, registered design, registered trademark or any other protection subsisting in favour of any third party in any such pattern or specification.
4.6. Where a survey is required it is the responsibility of the customer to ensure the area of installation is ready for said survey, this normally requires ‘first fix’ by all trades. Should the survey be carried out prior to the above condition it is solely responsibility of the customer to ensure that the goods will fit.
4.7. Where required FRI Projects Ltd will produce a shop drawing for each item of joinery, the level of detail will be limited to a line drawing with overall dimensions and a materials key. The customer must ensure they are satisfied, and the drawing signed off prior to manufacture.
4.8. Any changes requested by the customer and subsequently carried out by FRI Projects Ltd after design has been signed off the customer is liable to be charged for any materials ordered and time taken to make relevant amendments, this will include any downtime, should our labour not be able to carry on
5. DELIVERY
5.1. The Customer shall be deemed to have accepted the Goods upon completion of the “installation” work, or upon delivery or collection for a “supply only” sale.
5.2. FRI Projects Ltd shall not be liable to the Customer or be deemed to be in breach of the Conditions by reason of any delay or failure in a “supply only” sale or in “installation” work if the delay or failure was due to any cause beyond FRI Projects Ltd’s reasonable control.
5.3. All risk in the Goods shall pass to the Customer upon completion of the “installation” work, or upon delivery or collection for a “supply only” sale unless agreed otherwise in writing between parties – All installed goods are to be protected by the customer and shall indemnify FRI Projects from any damages incurred.
5.4. If FRI Projects Ltd is unable to deliver the Goods for reasons outside its control, FRI Projects Ltd shall be entitled, at the Customer’s expense, to place the Goods in storage until such time as the Goods may be delivered.
5.5. Any cancellation of an order must be sent by the Customer to FRI Projects Ltd in writing. The Customer is liable to be charged for any materials ordered or work started for an order at the time of cancellation.
5.6. Should the customer deem site ready for installation, and it is then found upon arrival that installation cannot be carried out in full, then the customer shall be charged for all incurred costs including but not limited to the loading and unloading of required vehicles.
6. TITLE TO GOODS
6.1. FRI Projects Ltd warrants that it has good title to the Goods and that it will transfer title in the Goods to the Customer pursuant to Clause 5.2.
6.2. Notwithstanding delivery, title in the Goods shall not pass to the Customer until FRI Projects Ltd has been paid in full for the Goods. Nothing in this Clause shall prevent FRI Projects Ltd from raising an action against the Customer for payment of the Goods.
6.3. The title of any unwanted items removed by FRI Projects Ltd as debris or rubbish from the Customer’s property transfers immediately to FRI Projects Ltd
7. DAMAGE IN TRANSIT
Upon serving notice within 24 hours of delivery to FRI Projects Ltd, the Customer shall be entitled to replacement Goods if FRI Projects Ltd is reasonably satisfied that the Goods have been damaged during transportation arranged by FRI Projects Ltd.
8. GUARANTEE
8.1. Where the Goods have been manufactured by FRI Projects Ltd and are found to be defective, or installation work by FRI Projects Ltd is found to be defective; FRI Projects Ltd shall repair or, at its sole discretion, replace defective Goods free of charge upon the following conditions:
8.1.1. the Customer giving notice of the defect within 5 days of the defect coming to the Customer’s attention;
8.1.2. such notice being served within 20 days of delivery or collection for a “supply only” sale, or within 6 months of the date of the invoice for “installation” work;
8.1.3. the defect being due to FRI Projects Ltd faulty design, workmanship or materials;
8.1.4. the Customer having complied with FRI Projects Ltd oral or written instructions as to storage, installation, use or maintenance of the Goods or in accordance with good trade practice; and
8.1.5. the defect is not due to rot or insect attack of joinery items as specified in Clause 10.3.
8.2. Any Goods to be repaired or replaced under Clause 7 for a “supply only” sale shall be delivered to FRI Projects Ltd at the Customer’s expense.
8.3. Where the Goods have been manufactured by a third party FRI Projects Ltd shall where possible pass on to the Customer the benefit of any warranty in respect of the Goods granted to FRI Projects Ltd by such third party. This includes items such as double-glazing units.
8.4. All external joinery must be fully decorated within 1 month of delivery/installation and then at regular intervals thereafter. FRI Projects Ltd will provide joinery with base coat primer/sealer unless instructed otherwise.
9. LIMITATION OF LIABILITY
9.1. Subject to FRI Projects Ltd liability under Clause 5 and subject to Clause 11 FRI Projects Ltd shall not be liable to the Customer for any loss (including loss of profit), costs, damages, charges or expenses incurred by the Customer or for any loss or damage to or caused by the Goods.
9.2. Subject to this Clause 8 and Clause 11 all other conditions, warranties or other stipulations concerning the Goods whether express or implied by common law or under statute are excluded to the fullest extent permitted by law, and, in particular, but without limiting the foregoing generality, FRI Projects Ltd grants no warranties regarding fitness for purpose, use, quality or nature of the Goods whether express or implied by statute or common law.
9.3. Subject to Clause 12 the liability of FRI Projects Ltd under this Agreement howsoever arising shall not exceed the Price.
10. JOINERY WORK
10.1. For a “supply only” sale, the Customer is responsible for the accuracy of sizes requested. Any amendments to joinery items ordered due to inaccurate sizes will be charged for.
10.2. Whilst every attempt is made to eliminate the expansion and shrinkage of external/internal joinery items such as gates, doors and windows by allowing a certain amount of clearance, FRI Projects Ltd is not liable for any expansion/shrinkage or swelling of these items.
10.3. Unless otherwise stated, staining or painting of joinery items is not included in the estimated or quoted price.
10.4. Timber is a natural product, therefore there is always colour differentials within the wood and whilst every effort is made to ensure the colour/grain matches with other timber, tolerances will have to be
allowed for unless a “book matched” product has been asked for, which is normally extra to a standard quote.
10.5. FRI Projects Ltd do an amount of “machine only” works for clients, and unless a cutting list is provided with all boards fully marked, then we can not be held responsible for elements of waste within the material supplied. We also abide within the standard tolerances within the timber trade, which allows for (+-) 0.5 mm within machine works. We will make the clients aware if we feel the timber supplied is sub standard for the works proposed.
11. SPECIFIC GOODS
11.1. Doors and Joinery Items; where doors and joinery items are supplied with a factory applied equalising stain, or primer, the Customer must paint/stain such products with a minimum of two coats of proprietary wood stain and primed joinery must be treated with a full paint finish. Primer and equalising stains do not give long term protection against the ingress of moisture and FRI Projects Ltd cannot accept responsibility
for Goods which are not treated as recommended after sale.
11.2. Doors: subject to the Customer complying with Clause 11.1 – this guarantee does not apply to doors which swell/shrink due to intake of excessive moisture or any other neglect or misuse on the part of the Customer after sale. FRI Project Ltd’s liability under this guarantee shall not extend to costs or charges of unfixing, refixing, painting, polishing, staining, handling, cartage, storage or other additional charges or expenses. (This does not affect your statutory rights).
12. DEFAULT BY CUSTOMER
12.1. If the Customer shall fail to pay the price for the goods and/or services by the due date for payment, the (without prejudice to any other rights of FRI Projects Ltd arising from such failure) the Customer shall (if so required by FRI Projects Ltd) pay FRI Projects Ltd interest thereon at a rate of 8% per month above the base rate or part thereof on the outstanding amounts from time to time.
12.2. If the Customer shall commit default in or commit any breach of it’s obligations to FRI Projects Ltd, or if any distress or execution shall be levied upon the Customer, its property or assets or if the Customer shall make or offer to make any arrangements or compositions with its creditors or commit any act of bankruptcy or if the Customer shall be a company and any resolution or petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer shall be a company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for the purpose of amalgamation or reconstruction whilst solvent, or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed, or if the Customer shall be insolvent then without prejudice to any other rights available to FRI Projects Ltd it may forthwith cancel any contract then subsisting with the Customer or alternatively may suspend or cancel delivery of any of the goods to be supplied there under.
13. GENERAL
13.1. Nothing in these Conditions shall be construed so as to exclude or limit the liability of FRI Projects Ltd for breach of the warranties contained in Clause 6 or for breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applies to the contract between FRI Projects Ltd and the Customer for the sale and purchase of the Goods incorporating these Conditions.
13.2. Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of FRI Projects Ltd for death or personal injury as a result of FRI Projects Ltd fraudulent misrepresentation, negligent actions or those of its employees or agents.
14. FORCE MAJEURE
14.1. If the performance of the contract shall be delayed by any circumstances beyond the control of FRI Projects Ltd including (but without prejudice to the generality of the foregoing) war, hostilities (whether war shall be declared or not), insurrection, industrial disputes, strikes, lock-outs, riots, explosion, fire, storm, act of God, accidents, unavailability or shortage of materials or labour, interruptions of supply, any statute, rule, law bye-law, or order or request made by or issued by any government department or local or other duly constituted authority, then FRI Projects Ltd shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present and for a reasonably time thereafter.
14.2. If the performance of the contract by FRI Projects Ltd shall be prevented by any such circumstances beyond the control of FRI Projects Ltd then FRI Projects Ltd shall have the right to be discharged from the further performance of any liability under the contract. If FRI Projects Ltd exercises such a right then the Customer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by FRI Projects Ltd.
15. CANCELLATION
15.1. No cancellation by the Customer is permitted except where expressly agreed by FRI Projects Ltd.
15.2. The Customer will in the event of agreed cancellation by the Customer indemnify FRI Projects Ltd against all expenses incurred up to the time of such cancellation.
16. GOVERNING LAW AND JURISDICTION
16.1. This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereto submit to the non-exclusive jurisdiction of the English and Welsh courts.