Terms & Conditions

Villagio Limited

TERMS AND CONDITIONS

Retail Customers

1. DEFINITIONS

‘The Company’

means Villagio Limited.

'Sales Order'

means the Customer’s order confirmed in writing by the Company on an order form detailing the Products and, where applicable, Installation Service.

'Contract'

means the contract for the sale of the Products and, where applicable, the provision of Installation Service.

'Customer'

means the person, firm or company who purchases or agrees to purchase the Products and, where applicable, an Installation Service from the Company.

'Delivery Date(s)' or 'Installation Date(s)'

means the date(s) as set out in the Sales Order or otherwise confirmed by the Company to the Customer in writing when the Products and/or Installation Service are to be delivered/performed.

‘Deposit’

means the deposit specified in the Sales Order, and ‘Despatch Payment(s)’ and ‘Installation Payment(s)’ shall be construed accordingly.

'Products'

means the items the Customer agrees to buy from the Company as detailed in the Sales Order.

'Price'

means the total price set out or calculated in accordance with the rate or charges detailed in the Sales Order including VAT.

'Installation Service'

means the installation of the Products by the company or its nominated sub-contractor at the address specified in the Sales Order.

'Terms'

means these terms and conditions and any variation agreed in writing by the Company.

‘Site’

means the location(s) to which Products are to be delivered and (where applicable) installed.

‘Snagging List’

means the list agreed by the company and the Customer detailing any minor matters to be corrected or finished off following Substantial Completion.

‘Specification’

means the specification of the Products as to materials, dimensions and functionality detailed in the company’s Product literature and referred to on, or otherwise specified on, the Sales Order.

‘Substantial Completion’

means the completion of the Installation Services apart from any matters on the Snagging List.

‘Quotation’

means the quotation issued by the Company to the Customer.

2. CONTRACT

2.1 The Contract shall be comprised of the Sales Order and these Terms and any specific additional terms confirmed in writing by the Company and issued with the Sales Order. In case of conflict, any such additional terms prevail over the Sales Order and the Sales Order prevails over these Terms. All other terms and conditions are hereby excluded and no variation to the Sales Order or these Terms shall be binding unless agreed in writing by the Company. The Contract shall come into effect on the Customer signing and returning a copy of the Sales Order to the Company. By signing and returning the Sales Order, the Customer expressly accepts all the provisions of the Contract and acknowledges that no reliance has been placed on any representations made by the Company which have not been confirmed in writing with the Sales Order.

2.2 For the avoidance of doubt, any Quotation issued by the Company or order sent to the Company by the Customer shall not form part of the Contract. The Customer shall verify that the details recorded in the Sales Order match those in the Quotation (subject to any agreed changes) before signing the Sales Order. The Company may withdraw the Quotation at any time prior to issue of the Sales Order. Once a Sales Order is signed and returned to the Company, the Contract may not be cancelled without prior written consent but the Company will not be obliged to undertake any work under the Contract until the Deposit is paid. Any consent to cancellation shall be at the absolute discretion of the Company and, if given, the Deposit shall not be refunded (or shall remain payable) and a further, reasonable cancellation charge may be levied by the Company where the Products have been customised to the Customer’s specifications and cannot therefore be easily resold, such charge to be paid within 30 days of agreed cancellation.

2.3 The Company reserves the right to make changes in the Specifications and/or Installation Service prior to delivery or performance to conform to any changes in safety or other statutory requirements or to give effect to design improvements provided their quality or performance are not materially reduced. Where Products comprise cabins, the final design drawing for the cabin will be produced following payment of the Deposit for the Customer’s approval. The Customer agrees to respond to any request for approval within seven (7) days and not unreasonably to withhold or delay approval.

2.4 Samples, photographs and descriptions other than Specifications are intended as a general guide only. Whilst the Products will conform in all material respects with Specifications, minor variations in colour, texture and/or finish may occur. Without prejudice to the foregoing, the Company reserves the right to correct any typographical or clerical errors on the Sales Order or in other documentation issued by the Company without any liability. Should any such correction materially alter the provisions of the Contract, the Customer shall be entitled to cancel the Contract without any liability.

3. SITE PREPARATION AND CONSENTS

3.1 The Customer is responsible for ensuring that the Site is made ready for the delivery and, where applicable, installation of the Products and for obtaining all necessary approvals and consents (including without limitation in respect to planning permission and building regulations and access via any neighbouring premises) to allow delivery to be effected and any Installation Services to be carried out.

3.2 On receipt of notice of actual Delivery Date, the Customer shall advise the Company if there are any difficulties regarding access to the Site. Unless the Customer notifies the Company otherwise, the Company will presume that any road or drive (whether paved, gravel, tarmac or brick) at the Site is capable of bearing the weight of the Company’s delivery vehicle without damage and the Company will not be liable for any damage caused by its delivery vehicle if this is not the case. Where Installation Services are included, the Customer shall ensure that access through any property to the Site is suitable bearing in mind the size of the Products. If access is restricted, reasonable additional charges may be payable or the Products may be delivered and left for the Customer to arrange installation without any reduction in the Price.

4. DELIVERY AND INSTALLATION

4.1 The Delivery Date(s) and Installation Date(s) specified in the Sales Order are approximate only. The Company shall give the Customer reasonable notice of the actual Delivery Date(s) and Installation Date(s), in any event not less than seventy two (72) hours’ notice so that the Customer may make the Despatch Payment specified in Section 5, but time shall not be of the essence for delivery. The Company shall be entitled to deliver the Products by instalments of any size and in any order although will endeavour to deliver the Products and, where applicable, perform the Installation Service at dates as close to each other as possible. All deliveries are subject to payment of the Despatch Payment as specified in Section 5.

4.2 Where Installation Services are included, the Company shall unload the Products and take them to the Site (subject to the Customer’s compliance with Section 3). Where no Installation Services are included, the Company’s delivery vehicle will come as close to the Site as the driver in his / her discretion considers safe and practical and the Customer shall be responsible for unloading the Products. Should the driver offer to assist in unloading, this will be entirely at the Customer’s risk.

4.3 Where Installation Services are included, the Customer shall:

(a) permit access to the Site at all reasonable times between the hours of 08.00 and 20.00, Monday to Saturday, provided that the Company gives the Customer notice no later than the day before. The Customer shall allow the Company to use the Site for the storage of material and equipment whilst work is being carried out. Where mains water and electricity are required for installation on the Site, the Customer will provide appropriate facilities and access to these supplies to enable the work to be completed;
(b) clearly indicate to the Company the position and orientation in which the Products are to be installed otherwise the Company will not be liable for the cost of any subsequent relocation;
(c) where a cabin is ordered, prepare a suitable base for the building unless the Company has agreed to do so as part of the Installation Services; and
(d) provide a clear working area including the removal of any shrubs, plants, trees, telephone, television or electrical cables, water or sewage pipes or other obstructions (both above and below ground). The Company will not be liable for any damage caused to any such obstructions in the event that an area has to be cleared or whilst digging out the ground ahead of installation. In the event that any such obstructions mean the Products must be repositioned, the Customer agrees to bear the additional costs of doing so together with making good the area where the obstruction was discovered.

4.4 Without prejudice to any other provision of these Terms, the Company shall not be liable for any delay in delivery or installation arising from the Customer’s failure to meet any requirement under these Terms or from the Customer’s failure to give adequate instructions or caused by any third party contractor such as electricians and landscape gardeners whom the Customer has requested the Company to work with (“Customer Delay”). The Customer agrees to indemnify the Company against any costs (such as labour costs) the Company incurs by reason of any Customer Delay.

4.5 If the Customer fails to pay the Despatch Payment (where applicable) or to take delivery of the Products (otherwise than by reason of the Company’s fault) or, where applicable, fails to prepare for or permit the performance of the Installation Service by the confirmed Delivery Date(s) or Installation Date(s), then without prejudice to any other right or remedy available, the Company may EITHER store the Products until actual delivery and charge the Customer for the reasonable costs (including transportation and insurance) of storage and charge the Customer for all reasonable labour costs incurred OR sell the Products at the best price readily obtainable and, after deducting all reasonable storage and selling expenses and all other reasonable costs incurred by the Company, account to the Customer for the excess over the Price or charge the Customer for any shortfall below the Price.

4.6 Any certificates to be issued following installation, such as NICEIC certificates, will be supplied to the Customer after final payment of the Price.

5. PRICE AND PAYMENT

5.1 Where the Customer buys Products and, where applicable, Installation Services as a consumer, the Price shall be payable as follows:

Deposit

50% to be paid on signing the Sales Order

Despatch

50% to be paid prior to despatch of the Products from the Company’s warehouse (where Installation Services are not included) OR

40% to be paid prior to despatch of the Products from the Company’s warehouse (where Installation Services are included) AND

Installation

10% to be paid on Substantial Completion (where Installation Services are included)

5.2 Where the Customer is a retailer or reseller purchasing Products in the course of business, the Price shall be payable as follows:

Deposit

50% to be paid on signing the Sales Order

Despatch

50% to be paid prior to despatch of the Products from the Company’s warehouse

5.3 All payments made by approved credit cards will be subject to a 2.5% administration charge.

Payments can also be made by cheque, debit card or bank transfer (using the Customer’s name and the Sales Order number as a reference) into the following account:

Account name: Villagio Limited
Account number: 21712168
Bank: Lloyds TSB Bank plc, PO BOX 1000, BX11LT
Sort code: 309292

In the case of cheque payments, funds will need to be cleared before goods are despatched.

5.4 The Company shall be entitled to increase the Price to take into account any increase in the cost which is a result of (i) any change in specification of the Products and/or Installation Service which is required by the Customer or (ii) any delay caused by any instructions by the Customer or failure by the Customer to give the Company adequate information or instructions or (iii) any default by the Customer.

5.5 If the Customer fails to make payment by the due dates then without prejudice to any other right or remedy available, the Company shall be entitled to cancel the Contract and/or suspend any further deliveries of the Products to the Customer or performance of the Installation Service and/or charge the Customer interest at the rate of 5% per annum above the Bank of England base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. COMPLETION OF INSTALLATION

6.1 Where the Contract includes Installation Services, the Company shall confirm to the Customer, once the installation is nearing completion, the anticipated date of Substantial Completion (“Substantial Completion Date”). On the Substantial Completion Date, the Company will inspect the works with the Customer to confirm Substantial Completion and, if applicable, draw up a Snagging List. The Installation Payment will be due immediately on Substantial Completion although the Company may agree with the Customer a reasonable sum (not to exceed 10% of the Price) may be withheld in respect of any matters on a Snagging List (“Snagging Retention”). The Company shall not be obliged to attend to matters on a Snagging List until the Installation Payment (less any agreed Snagging Retention) has been settled.

6.2 The Company shall use all reasonable endeavours to attend to matters on a Snagging List within seven (7) days of receipt of the Installation Payment (less any Snagging Retention), subject to delivery times for any parts which need replacing. Payment of any agreed Snagging Retention shall be due on completion of matters on the Snagging List.

6.3 The Customer agrees not to make use of the Product(s) until the Substantial Completion Date or, if the Company advises that any item on a Snagging List requires the Product(s) not to be used until resolved, until such item is resolved (in either case, “Ready to Use Date”). Use of the Product(s) by the Customer prior to the Ready to Use Date shall constitute full and final acceptance by the Customer of the Product(s) and Installation Services and the remainder of the Price shall immediately become due for payment and the Company shall not thereafter be required to complete any item on a Snagging List (unless in the absolute discretion of the Company this is agreed).

7. WARRANTIES GUARANTEES AND LIABILITIES

7.1 The Company warrants that the Products and Installation Service will materially conform to the Specification(s) and the Installation Service will be carried out with reasonable skill and care. The Company warrants that all components of the Products shall be free from defects in design and materials for a period of twelve (12) months from actual Delivery Date. So far as is possible, the Company shall pass onto the Customer the full benefit of any warranty given by the manufacturer or supplier of any of the Products or any components of the Products.

7.2 Any warranty or guarantee given by the Company in respect of the Products and/or Installation Service shall be subject to the following conditions: (a) that the Company shall not be liable for any defects in the Products and/or Installation Service arising from any drawing, design or specification supplied by the Customer; (b) the full Price has been paid by the due date; and (c) the Company’s obligation for breach of the warranties set out in Section 7.1 above shall be, at the Company’s option, to replace or repair any defective components comprised in the Products and/or remedy any defects in connection with the Installation Service. The Company shall not be liable for the cost of any repairs to defective Products or components unless adequate opportunity is given to the Company to carry out any necessary remedial work.

7.3 The Company shall not be liable for any defects, injury, loss or damage resulting from the Customer’s negligence or arising from lack of proper maintenance and improper use, accidents, unauthorised alterations or faulty workmanship on the part of others (excepting the Company’s agents or employees but not any independent contractors). For the avoidance of doubt, the Company shall not be liable for any defects, injury, loss or damage caused by independent contractors recommended or referred to the Customer by the Company.

7.4 Under no circumstance shall the Company be liable for any indirect, special or consequential damage or loss, howsoever caused, provided that nothing in these Terms is intended to nor shall limit any liability on the Company’s part in respect of death or personal injury caused by the Company’s negligence.

7.5 Where the Customer makes a claim under any warranty given by the Company but it transpires that the defect or alleged defect is not covered by the Company’s warranty, the Company shall be entitled to make reasonable charges in connection with inspecting the Products and/or installation work.

7.6 The Customer must notify the Company of any claim under Section 7.1 within twenty eight (28) days of discovery of the fault (in the interest of certainty it is recommended that any such claim is sent by recorded delivery to Warranty Claims Dept, Villagio Limited, Unit 4 Newhouse Farm Industrial Estate, Antlands Lane, Burstow, Horley RH6 9TF).

7.7 Subject to Section 8, all statutory warranties are excluded.

8. CONSUMER RIGHTS

This Section applies only where the Customer enters into the Contract as a consumer and overrides any conflicting provisions elsewhere in these Terms.

8.1 In the event that the Consumer Protection (Distance Selling) Regulations 2000 (“Regulations”) apply to the Contract, the Customer may cancel the Contract within seven (7) days of delivery for a full refund of monies paid. The Customer will not however be entitled to cancel the Contract after allowing Installation Services to commence (even if within the 7 days cooling off period) or at all if the Products have been customised to the Customer’s specification. In the event that the Customer is entitled to cancel and choses to do so, the Customer agrees to provide the Company access to the Products to collect them on any day between 08.00 and 18.00 provide the Company gives at least 24 hours’ notice. Any notice of cancellation must be in writing and sent to the Company at our address given on the Sales Order by fax (receipt confirmed) or registered post.

8.2 The Customer’s statutory rights are not affected by these Terms and Section 7.7 does not apply.

9. TITLE AND RISK

9.1 As soon as the Company has delivered the Products, risk of loss will pass to the Customers. If the Customer delays a delivery the Company’s liability for anything except damage due to the Company’s negligence will end on the actual Delivery Date confirmed to the Customer in accordance with Section 4.1.

9.2 Notwithstanding delivery and the passing of risk in the Products or any provision of these Terms, property in the Products shall not pass to the Customer until the Company receives in cleared funds payment in full of the Price and the price of all other goods agreed to be sold by the Company to the Customer for which payment is then due.

9.3 Until such time as the property in the Products passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Products to the Company.

9.4 In the event that the Customer makes any voluntary arrangement with creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or goes into liquidation or an encumbrancer takes possession or a receiver is appointed of any of the Customer’s property or assets then, without prejudice to any other right or remedy available, the Company shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability on the Company’s part to the Customer (and if Products are in transit the Company shall be entitled to stop those Products and, if the goods have been delivered but not paid for in full, the full Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary).

10. FORCE MAJEURE

Neither of the Company or the Customer shall be liable for any delay in performing or failure to perform due to any act of God, war, strikes, lock-out, industrial action, fire, flood, drought, tempest or any other event beyond our the reasonable control of the Company or the Customer. Such delay or failure will not constitute a breach of this Contract and time for the performance of the effected obligations will be extended by such period as is reasonable.

11. GENERAL

11.1 If any provisions of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provisions in question shall not be affected thereby.

11.2 Any notice given hereunder must be given in writing and delivered or sent by post or facsimile transmission to the residence or principal place of business of the party to whom it is addressed.

11.3 Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any terms of this Contract.

11.4 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or other provision.

11.5 The Contract shall be governed by the Laws of England and subject to the jurisdiction of the English Courts.

T&C/R/0311

Villagio Limited, Unit 4 Newhouse Farm Industrial Estate, Antlands Lane, Burstow, Horley, RH6 9TF

Tel: 01293 297000 Fax: 01293 297007 E-mail: info@villagio.co.uk Web: www.sunsoka.com