Conditions of Supply to Customers - March 2023

1.Definitions

The definitions in clause apply in these terms and conditions (Conditions)

• Contract: the Quotation and the Customer’s acceptance of it in accordance with clause 3 and which incorporate these Conditions
• Customer: the person or persons named in the Quotation and who accepts the Quotation.
• Goods: the kitchens and appliances agreed in the Quotation to be supplied by PRM to the Customer.
• Quotation: a quotation issued by PRM on its standard quotation form in response to a Customer enquiry.
• PRM: Dennis & Robinson Limited, trading as Paula Rosa Manhattan.
• Services: the installation of the Goods for the Customer by PRM when specified in the Quotation

2.Application of these Conditions

1. These Conditions shall apply to and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s enquiry, acceptance, correspondence or elsewhere implied by law, trade custom, practice or course of dealing and including the Customer’s own terms and conditions of business.
2. All the terms of the Contract between PRM and the Customer are contained in these Conditions and the Quotation. No addition to, variation of, exclusion or attempted exclusion of any terms in the Contract or these Conditions or either of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Customer.
3. Where the Quotation is for more than one item, it shall (following acceptance by the Customer) be regarded as a single Contract for all the Goods and/or Services supplied pursuant to that Contract.

3.Quotations

1. A Quotation is valid for acceptance for a period of 30 days and shall constitute the legally binding Contract once it has been accepted by the Customer. The Customer must “call off” the Goods and/or Services within six months of acceptance of the Quotation giving such details as are required by PRM for order recognition.
2. The Customer is advised there is likely to be a call off lead time for delivery of the Goods of 4-5 weeks unless otherwise advised by PRM.
3. No variations to the Contract will be accepted without first agreeing a reasonable adjustment to the Price (as defined in clause 4) and in any case variations cannot be made following call off. PRM will notify the Customer of the delivery date but requires a minimum of 7 days’ notice if the Customer wishes to change the delivery date.

4.Prices and Availability

1. The price for the Goods and/or Services will be as shown in the Quotation (the Price).
2. Appliance obsolescence and Group Deals: Where an appliance is unavailable due to manufacturers discontinuation of the specified model(s), all additional cost(s) are chargeable to the Customer. Where appliances are subject to a customers “group deal” agreement; the price(s) of appliances are subject to any change, variance, discontinuation or alike to the agreement between the Customer and the appliance manufacturer/supplier.
3. All Contracts are accepted subject to the availability of materials and labour. Where any component or material is discontinued and/or not stocked by PRM due to changes in ranges or components or availability, PRM reserves the right to substitute an alternative component or material of equal or greater standard.
4. PRM reserves the right at any time to require payment of a deposit from the Customer.

5.Delivery and Installation

It is the responsibility of the Customer to accept delivery of the Goods on the date(s) specified and to have the premises ready for installation if the Contract includes the provision of Services as well. If the Customer is unable to do so PRM reserves the right to charge a storage fee of £100 per kitchen for each week or part of a week pending successful delivery. If PRM has attempted delivery which has been refused by the Customer PRM also reserves the right to charge a re-delivery fee of £ 250 per re-delivery. Where the Customer is unable, for whatever reason, to provide access to its premises to allow PRM’s installation team to commence work PRM shall be entitled to charge the Customer £250 per day on each occasion that access cannot be granted.

6.Timings

PRM shall use all reasonable endeavours to adhere to timings given to the Customer but time shall not be of the essence for any such timings.

7.Accuracy of Plans and Drawings

1. PRM accepts no responsibility for the accuracy of any plans or drawings supplied by the Customer. It is the Customer’s responsibility to check that all dimensions are correct prior to accepting the Quotation and / or making a call off.
2. If the Customer is ordering goods not supplied by PRM, the Customer is responsible for ensuring such goods are suitable for use with the Goods being supplied by PRM.

8.Payment

1. Payment in full of the Price is to be made 30 days from the date of invoice (the Due Date). An invoice will normally be raised by PRM following delivery of the Goods or completion of the Services as evidenced by a completion certificate signed by the site supervisor or his representative, whichever is relevant.
2. However in the event that the installation of the Goods under a particular Contract is scheduled to last more than 5 working days, PRM reserves the right to invoice the Customer at the end of each 5 day period (for this purpose also a Due Date) for the value of the Goods and Services delivered and the Customer shall make payment of the sum notified (on account of the Price) within 30 days thereafter. If the Customer fails to make payment by the Due Date PRM reserves the right to suspend in whole or in part delivery and /or installation of any further Goods the subject of that Contract until full payment has been made.
3. Any purported attempt by the Customer to incorporate any retention or LAD provisions into the Contract will be not be valid or binding on PRM.
4. All prices are exclusive of VAT.
5. PRM reserves the right to charge interest at the rate of 4% above the base rate for the time being of Nordea Bank London or 8% per annum whichever is higher for any amounts not paid by the Due Date.
6. The Customer has no right to set off any amount it owes to PRM under the Contract against any amount PRM may owe to the Customer under the Contract or any other contract between PRM and the Customer. The Customer’s common law right of set off is excluded.

9.Property and Risk

1. Risk in the Goods passes on delivery.
2. Title to the Goods passes only when the Customer has paid the Price in full.

10.Warranty period

1. In the unlikely event of mis-delivery or faults apparent on delivery, PRM will use all reasonable endeavours to resolve them as soon as possible.
2. PRM guarantees that the Goods (excluding appliances see 10.3 below) and/or Services are free from workmanship or materials defects for a period of two years from delivery (in the case of a Goods only Contract) or two years from completion of the Services, whichever is appropriate. Fair wear and tear is excluded from the scope of this guarantee.
3. Appliances are subject to manufacturers warranty’s.

11.Limit of liability

1. PRM will not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any negligence or breach of performance by PRM of any Contract.
2. Except in the case of death or personal injury caused by PRM’s negligence, the maximum liability of PRM under any Contract shall limited to 10% the Price of that Contract.

12.Subcontractors

PRM shall be entitled to engage subcontractors to carry out all or part of the Services but PRM shall continue to be responsible to the Customer for the performance of the Contract.

13.Events outside the control of PRM

1. There may be certain situations or events which occur which are not within the reasonable control of PRM. If one of these occurs PRM will normally attempt to recommence performance as soon as the situation which has stopped PRM from performing the Contract has been resolved. In such circumstances there may be a delay before PRM can recommence performance under the Contract but PRM will not be liable for any such delay beyond its reasonable control.
2. If the delay continues for 60 or more days then either or PRM or the Customer may cancel the particular call off which has been affected by the delay provided the Customer pays all sums due to PRM for Goods already manufactured to its specification pursuant to the cancelled Contract.

14.Design rights

If PRM produces any designs or drawings for the Customer, the copyright and all other intellectual property rights in such designs and/or drawings shall remain in PRM’s ownership but PRM will agree to licence the Customer to use them on a non-exclusive, royalty free basis.

15.Third parties

Nothing in these Conditions shall confer any rights on any person which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

16.Waiver

No waiver by PRM of any breach by the Customer of these Conditions shall constitute a waiver of any other breach. No failure by PRM to exercise any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.

17.Dispute resolution

In the event that any dispute, difference or claim arises out of any Contract the authorised representatives of PRM and the Customer first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. The right to refer the dispute to arbitration is without prejudice to either party’s right to commence legal proceedings.

18.Laws of England

All Contracts are subject to and will be construed in accordance with the laws of England and PRM and the Customer submit to the non-exclusive jurisdiction of the English courts.