LITTLEJOHN FLOORING

Littlejohn Flooring is an expert provider and fitter of carpets and laminate floor coverings throughout Kent.

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

Interpretation

The following definitions and rules of interpretation apply in this agreement.

1. Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.
Contract: the contract between the Supplier and the Customer for the supply of Materials and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the materials and/or Services from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 14.
Materials: the Materials (carpets, laminate floors or any other floor covering or part of them) set out in the Order.
Order: the Customer’s order for the supply of Materials and/or Services, as set out in the Customer’s written acceptance of the Supplier’s quotation.
Services: the fitting services, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: Littlejohn Flooring.
Supplier Materials: has the meaning given in clause 8.1(h).
1. Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  5. A reference to writing or written includes email.
Basis of contract
1. The Order constitutes an offer by the Customer to purchase Materials and/or Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Materials or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Materials described in them. They shall not form part of the Contract or have any contractual force.
4. 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 trade, custom, practice or course of dealing.
5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
6. All of these Conditions shall apply to the supply of both Materials and Services except where application to one or the other is specified.
Materials
1. The Materials are described in the Supplier’s Specification.
2. The Supplier reserves the right to amend the Materials Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
Delivery of Materials

The Supplier shall ensure that:

1. 1. each delivery of the Materials is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Materials (including the code number of the Materials, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Materials remaining to be delivered; and
  2. Any dates quoted for delivery of the Materials 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 Materials 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 Materials.
Quality of Materials
1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period),] the Materials shall:
  1. conform in all material respects with their description and any applicable Materials Specification;
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Materials Act 1979); and
  4. be fit for any purpose held out by the Supplier.
2. The Supplier shall not be liable for the Materials’ failure to comply with the warranty in clause 5.1 if:
  1. the Customer makes any further use of such Materials after giving a notice in accordance with clause 5.2;
  2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Materials;
  3. the Customer alters or repairs such Materials without the written consent of the Supplier;
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
3. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Materials’ failure to comply with the warranty set out in clause 5.1.
4. The terms of these Conditions shall apply to any repaired or replacement Materials supplied by the Supplier.
Title and risk
1. The risk in the Materials shall pass to the Customer on completion of delivery.
2. Title to the Materials shall not pass to the Customer until the earlier of the Supplier receives payment in full (in cash or cleared funds) for the Materials.
3. Until title to the Materials has passed to the Customer, the Customer shall:
  1. not remove, deface or obscure any identifying mark or packaging on or relating to the Materials;
  2. maintain the Materials in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
  3. notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d); and
  4. give the Supplier such information relating to the Materials as the Supplier may require from time to time.
4. If before title to the Materials passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d), then, without limiting any other right or remedy the Supplier may have:
  1. the Supplier may at any time:
    1. require the Customer to deliver up all Materials in its possession which have not been resold, or irrevocably incorporated into another product; and
    2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Materials are stored in order to recover them.
Supply of Services
1. The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4. Should it be necessary to remove or trim doors to accommodate the floor covering, there is a standard charge of £10 per door which is carried out at the Customer’s risk. Heavy wooden doors, antique doors and steel or metal doors will be charged for depending upon the time required to carry out the trimming.
5. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
Customer’s obligations
1. The Customer shall:
  1. ensure that the terms of the Order and any information it provides in the Service Specification and the Materials Specification are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
  4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. prepare the Customer’s premises where necessary for the supply of the Services;
  6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  7. comply with all applicable laws, including health and safety laws;
  8. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
  3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
1. The price for Materials shall be the price set out in the Order.
2. The charges for Services shall be calculated on a fixed costs basis:
  1. the Supplier’s daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
  2. the Supplier shall be entitled to charge an overtime rate of 25% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(a); and
  3. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services.
3. The Supplier reserves the right to:
  1. increase the price of the Materials, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Materials to the Supplier that is due to:
    1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    2. any request by the Customer to change the delivery dates, quantities or types of Materials ordered, or the Materials Specification; or
    3. any delay caused by any instructions of the Customer in respect of the Materials or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Materials.
4. The Supplier shall require a 50% deposit before ordering the materials and shall invoice the Customer on or at any time after completion of delivery.
5. The Customer shall pay each invoice submitted by the Supplier:
  1. within 7 days of the date of the invoice; and
  2. 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.

1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Materials at the same time as payment is due for the supply of the Services or Materials.
2. 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 14 (Termination), 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 9.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
3. 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).
Data protection
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation and any other law that applies in the UK.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.
3. Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim. 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 loss.
2. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 12 of the Sale of Materials Act 1979 or section 2 of the Supply of Materials and Services Act 1982 (title and quiet possession).
3. Subject to clause 11.2, the Supplier’s total liability to the Customer shall not exceed £[AMOUNT]. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
4. Subject to clause 11.2, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
5. The Supplier has given commitments as to compliance of the Materials and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Materials Act 1979 and sections 3, and 5 of the Supply of Materials and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
6. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7. This clause 11 shall survive termination of the Contract.
Termination
1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, bankruptcy or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without affecting any other right or remedy available to it, 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.
3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Materials under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.2(b) to clause 12.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
Consequences of termination
1. On termination of the Contract:
  1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Materials 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;
  2. the Customer shall return all of the Supplier Materials and any Deliverables or Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

General
1. Assignment and other dealings
  1. 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.
  2. 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 without the prior written consent of the Supplier.
2. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
3. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
4. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
5. Entire agreement.
  1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of 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 misrepresentation] based on any statement in the Contract.
  3. Nothing in this clause shall limit or exclude any liability for fraud.
6. Third parties rights.
  1. Unless it expressly states otherwise, 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.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
7. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
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.
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.

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