1       Definitions

1.1        In these conditions, unless the context requires otherwise:

1.1.1        "the Seller" means the party to whom this document is addressed and who buys or agrees to buy the Goods and / or the Services from the Purchaser;

1.1.2        "the Purchaser" means The Facade Doctor Limited (“TFD”) whose registered office is at Unit 2, The Farmhouse, B1037, Buntingford, SG99QL.

1.1.3        "the Conditions" means the terms and conditions of sale as set out in this document and any additional terms and conditions agreed in writing by the 
Seller and the Purchaser;

1.1.4        "the Contract" means the contract for the provision of Services and/or the sale and purchase of the Goods to which these Conditions will be appended;

1.1.5        "the Goods" means the items which the Seller buys or agrees to buy from the Purchaser;

1.1.6        "the Services" means the services provided or to be provided by the Purchaser to the Seller.  These definitions shall apply whether the transaction is for the supply of goods or for the provision of services or for both the supply of goods and the provision of services.

2       Terms and Conditions to Apply

2.1        These Terms and Conditions together with any Agreement issues by the Purchaser are the only conditions upon which the Purchaser is prepared to deal with the Purchasor

3       Reports, Recommendations and Variations

3.1        The Purchaser accepts no liability in respect of any report, recommendation or scheme submitted to the Seller where no specific charge is made for such report, recommendation or scheme. Where such a charge is made, the Purchaser's liability shall be limited as hereinafter provided.

3.2        Any variation to these Conditions (including any additional terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of the Purchaser and the Seller.

4        Prices 

4.1        The Price of the Goods and/or the Services shall be the Purchaser's quoted price. 

4.2        Prices quoted are based on costs ruling at the date of the Contract and any variation in the cost of materials, labour and services shall be paid by the Seller if and to the extent that such variation occurs between the date of the Contract and the date or dates when the materials, labour or services are supplied, employed or provided. 

4.3        The Purchaser is also entitled to charge for any additional loss and / or expense caused by any variation (including amendment and/or any additional requirements) in the Contract or for any loss and / or expense caused by the actions of the Seller or their agents or Purchasers and / or the Seller's failure to give (or clarify) required instructions or to accept materials, goods or services when they are due to be delivered or performed.

4.4        Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or other information issued by the Purchaser shall be subject to correction without any liability on the part of the Purchaser.

5       The Goods and/or The Services

5.1        The Goods shall be supplied in accordance with the description contained in the Purchaser's specification and manufactured in accordance with all applicable British and European Standards which relate specifically to the Goods. 

5.2        Details of the Purchaser’s specifications for the Goods can be found on its website at Facadedoctor.com. The Purchaser may from time to time make changes in the 
specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods. The Purchaser shall be under no obligation to notify the Seller of any changes to the specifications of the Goods. It is the responsibility of the Seller to satisfy itself that the Purchaser’s specification for the Goods is sufficient for the Seller’s requirements.

5.3        Any contractual description of the Goods by the Purchaser relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or  to a substantial ingredient in their identity. 

6       Period of Work

6.1        The Purchaser’s quotation is based upon working during normal trading hours 0800 to 1700 Monday through Friday with continuity unless alternative times and periods are stated in the quotation. 

7       Force Majeure

7.1        If the supply of Goods or materials or the provision of services is delayed or prevented by reason of (but not limited to) industrial action, breakage of machinery, a shortage of essential components and / or raw materials, Act of God, epidemic or pandemic, government actions or by any other reason whatsoever outside the reasonable control of the Purchaser, the period for completion of the contract shall be extended to such extent as is reasonable having regard to the circumstances.

8       Access

8.1        Where the Purchaser is required to perform work at or on (pursuant to its obligations to provide the Services or otherwise) or deliver goods to the Seller's premises or premises specified by the Seller, the Purchaser shall be given a safe working environment for the Purchaser and in particular given adequate warning of any hazard at the Premises, uninterrupted access and reasonable facilities during normal working hours for performance of the Contract and the Seller shall accept delivery of, unload, provide suitable protection for and keep secure all materials and goods delivered from time to time.

9       Time for Completion

9.1        Any date stated or agreed by the Purchaser shall not be the essence of any contract. Such dates are approximate and are given as a guide only. In the event that goods are not delivered and / or works are not carried out by the date stated the Purchaser shall not be liable for any loss or damage whatsoever or howsoever suffered by the Seller as a result.

10     Risk and Property

10.1     The risk in the Goods shall pass from the Purchaser to the Seller upon delivery of the Goods to the Seller.  However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Seller until the Purchaser has received in cash or cleared funds payment in full for all debts owed by the Seller to the Purchaser (including payment in full for the Goods) at any given time. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Purchaser and the Seller under which the Goods were delivered.

10.2     Until such full payment, the Seller acknowledges that they are in possession of the Goods as the Purchaser’s bailee. The Seller shall take all reasonable care  of the Goods and keep them in reasonable condition and shall store the Goods separately from their own goods or those of any other person and in a manner which makes them readily identifiable as the Purchaser’s goods. 

10.3     The Seller shall not remove or alter any mark on or packaging of the Goods accept by prior written agreement with the Purchaser and shall provide the Purchaser such information concerning the Goods as the Purchaser may request from time to time.

10.4     The Seller shall endorse a memorandum on the Seller’s accounts referring to the Purchaser’s title in the Goods and shall insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the Price (v) noting the Purchaser’s interest on the policy.

10.5     If payment is overdue the Purchaser may (without prejudice to any of their other rights) recover and / or resell the Goods and the Seller hereby irrevocably licences the Purchaser or their agents to enter upon any premises where they are stored or where they are reasonably thought to be stored for the purpose of such recovery and/or resale.

10.6     Payment shall become due immediately upon the commencement of any act or proceedings to which the Seller’s solvency is material.

10.7     In the event of the Seller purporting to sell the goods to a third party before payment has been made to the Purchaser any such proceeds of sale shall be received and held by the Seller as the Purchaser’s agent. The Seller therefore acknowledges and agrees to stand in a fiduciary relationship to the Purchaser and must strictly account to the Purchaser the proceeds thereof. Every sale or contract of sale shall be deemed to include the implied undertakings as to title referred to in Section 12 of the Sale of Goods Act 1979. 

11     Cancellation

11.1     The Contract may be terminated by either the Seller or the Purchaser providing 30 days’ notice in writing.

11.2     If terminated by the Seller, all Services will cease and no refunds will be made by the Purchaser for Services yet to be rendered or provided.

11.3     If the Seller should default in payment when due or become subject to bankruptcy, or being a limited company have a receiver appointed or enter into administration or liquidation the Purchaser may opt to terminate the contract without prejudice to the rights of either party.

12     Plant 

12.1     Any plant or equipment provided by the Purchaser in relation to the performance of the Purchaser's obligations hereunder is provided exclusively for the use of the Purchaser or its agents and employees and any other person using such plant or equipment does so at the Seller's risk. The Seller agrees to indemnify the Purchaser against  any claim made against the Purchaser in respect of the use of such plant or equipment other than as aforesaid.

13     Liability

13.1     Where the Seller deals as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977 the provisions of Section 13, 14 and 15 of the Sale of Goods Act 1979 shall apply to the Contract but not otherwise.

13.2     Unless expressly so stated in writing by the Purchaser Goods are not sold or tested as conforming to any British Standard Specification nor, save as herein before provided, as fit for any particular purpose and any other term condition or warranty that the Goods are so fit is excluded.

13.3     The Seller does not rely on the Purchaser's skill or judgement with regard to the Goods. No person has authority to make any representation on the Purchaser's behalf which is not made or confirmed in writing unless so confirmed.

13.4     Save where the Seller deals as a consumer (as herein defined), the Purchaser shall only be liable for loss or damage howsoever arising if caused by circumstances within its reasonable control and if a claim is made by the Seller in writing within 12 months from the date of supply of the Goods or Services complained of, and (where the claim relates to the supply of goods or materials) if the Goods or materials complained of are returned to the Seller carriage paid within such period.

13.5     The Purchaser's liability whether in contract tort or otherwise arising out of or in connection with this Contract or the Goods or Services supplied or to be supplied shall in any event be limited to an obligation to repair, replace or refund the cost of the defective Goods or, at the Purchaser's option, to a sum equal to the contract price.

13.6     The Purchaser shall be under no liability under the above if the total price for the Goods has not been paid by the due date for payment.

13.7     Except in respect of death or personal injury caused by the Purchaser's negligence, or liability for defective products under the Consumer Protection Act 1987, the Purchaser shall not be liable to the Seller by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Purchaser, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Seller or the provision of (or agreement to provide) Services, and the entire liability of the Purchaser under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

14     Insolvency of the Seller

14.1     This clause applies if:

14.1.1     the Seller makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Seller (within the meaning of the insolvency Act 1986); or

14.1.2     an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or

14.1.3     the Seller ceases, or threatens to cease to carry on business; or

14.1.4     the Purchaser reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

14.2     If this clause applies then, without limiting any other right or remedy available to the Purchaser, the Purchaser may cancel the Contract or suspend any further deliveries and / or performance under the Contract without any liability to the Seller, and if the Goods and/or Services have been delivered or provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15     Contract Conditions

15.1     All business transacted shall be deemed to be on the terms of these Conditions and save for variations to the Contract agreed in accordance with these Conditions no person has any authority to accept any further liability or to make any amendment on the Purchaser's behalf. In the event of any conflict 
between these Conditions and any terms or conditions put forward by the Seller, these Conditions shall prevail.

16     Payment

16.1     Payment of accounts is to be received by the Purchaser within 30 days after the date of the Purchaser's invoice or 17 days after the date of the Purchaser’s valuation, whichever is applicable to the Contract. The Purchaser shall be entitled to invoice for Goods and / or materials as soon as it is ready to deliver those Goods or materials to the Seller, whether or not the Seller is ready and / or willing to accept delivery. Time for payment shall be of the essence. 

16.2     If the Seller fails to make due payment of any money owed by it to the Purchaser on whatever account, the Purchaser may withhold delivery of all or any part of any goods or materials sold to the Seller or performance of any Services to be rendered to the Seller until payment in full of all money then due, and during such time any Goods so withheld shall be at the sole risk of the Seller. 

16.3     Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 2% per annum over the base rate of National Westminster bank plc ("the Interest Rate") for the lending of sterling funds in London as varied from time to time and shall accrue at such a rate before any judgment, following which the prevailing judgment rate shall apply. 

17     V A T

17.1     Unless expressly stated otherwise, prices do not include any Value Added Tax which may be chargeable and any such tax must be added to the price where applicable.

18     Governing Law

18.1     The Contract including these Conditions shall be governed by and construed in accordance with English law and both parties agree to submit to the non-exclusive jurisdiction of the English Courts.

19     General 

19.1     No waiver by the Purchaser of any breach shall be treated as a waiver of any subsequent breach of the same or any other provision.

19.2     If any provision of the Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.

19.3     The Purchaser shall not be liable to the Seller for any loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of the Contract with the Seller, other than those representations, agreements, statements and undertakings confirmed by a director of the Purchaser in writing.

19.4     The Seller shall not be entitled to assign the Contract and any obligations arising thereunder, without the specific written consent of the Purchaser in Writing.