Definitions

1

In these conditions the following terms will have the following meanings:

'Company'
 

Distinctive Decorating Services Limited.
Company Number 05038303

'Consumer'

An individual not in business for themselves.

'Contract'

Any Contract for the supply of Services by the Company to the Customer.

'Customer'

The Customer of the Company.

'Due Date'
 

The date that the parties have agreed for the commencement of performance of the Services.

'Services'

Any Services forming the subject of this Contract (or as detailed below).

'Price'

The price as detailed in the quotation (or as detailed below).

Quotation

2
 

Quotations by the Company unless otherwise stated in them will be open for acceptance within 60 days of the date of the quotation.

Existence of Contract

3.1
 

No Contract will come into existence until the Customer's order (however given) is accepted by the Company's written acceptance.

3.2
 

These conditions will be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.

3.3
 

No variation or amendment of this Contract or oral promise or commitment related to it will be valid unless committed to writing and signed by or on behalf of both parties.

Obligations of the Customer

4.1

The Customer will:

4.1.1

permit the Company to perform the Services or any part of them on the Due Date;

4.1.2
 

allow the Company access to the location where performance of the Services will occur;

4.1.3
 

provide the Company with any instructions or documents required to enable the Services to be performed on the Due Date;

4.1.4
 
 
 

ensure that there is adequate space for the Company to perform the Services by removing any furniture or other items or if this is not reasonable, ensuring that any furniture or other items are arranged to allow maximum working space to perform the Services;

4.1.5
 

ensure that any furniture or items left in the area where the Services are to be performed are adequately covered and protected.

Obligations of the Company

5.1

The Company will:

5.1.1
 

perform the services using such care and skill as is reasonable in the circumstances, and, as far as reasonably possible, in accordance with the quotation;

5.1.2
 

perform the Services in accordance with the Code of Practice laid down by the Painting and Decorating Association of which it is a member;

5.1.3

perform the Services in accordance with the standards laid down in ISO 9001;

5.1.4
 

maintain a current certificate of public liability insurance in connection with the supply of the Services.

Prices

6.1
 
 

The Price for the Services excludes VAT and any other taxes or duties which will be charged at the rate or rates applicable at the date of invoice from the Company to the Customer. VAT will be charged on the total cost of the Services.

6.2
 
 

The Company will have the right to adjust its prices for any increase in the price of materials, labour, transport, changes in work or delivery, schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.

6.3
 

Price changes will take effect on the date of service on the Customer of notice of the change

Payment

7.1

A minimum deposit of 10% of the Price is payable upon the signing of the Contract.

7.2

An invoice for the balance of the Price will be issued upon completion of the Services.

7.3

Payment of any invoice is due within [30] days of the invoice date.

7.4
 
 
 
 

The Company reserves the right to charge interest at a rate of 5% per annum above the base rate of National Westminster Bank PLC from time to time in force on invoices not paid by the due date (whether before or after Judgment) and to require reimbursement to the Company by the Customer of all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

Performance

8.1
 
 

The Services are performed when the Company makes them available to the Customer or any agent of the Customer at the Company's premises or other place of performance agreed by the Company.

8.2
 
 

The Company will not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in performance from any cause at all nor will any such delay or failure entitle the Customer to refuse to accept any performance of or repudiate the Contract.

Claims

9.1
 
 

The Company will have no liability with regard to any claim in respect of allegedly defective Services unless any claim is made in writing to the Company containing full details of the claim within seven days of performance of the Services.

9.2
 

The Company will be afforded reasonable opportunity and facilities to investigate any claims made under this condition.

9.3
 

The Company will have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

Scope of Contract

10.1

Under no circumstances will the Company have any liability of whatever kind for:

10.1.1
 
 

the suitability of any Services for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;

10.1.2
 

any substitution by the Customer of any materials not forming part of any specification of the Services agreed in writing by the Company;

10.1.3
 
 
 

any descriptions, illustrations, specifications and drawings submitted by the Company contained in the Company's catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Services and not to form part of the Contract or be treated as representations;

10.1.4
 
 

any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made.

10.2
 

For the avoidance of doubt nothing in this Contract will confer on any third party any benefit or other right to enforce any term of this Contract.

10.3
 

Nothing in these terms and conditions will affect the statutory rights of a customer who is also a Consumer.

Extent of Liability

11.1
 
 
 
 
 
 

The Company will have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
-   for death or personal injury resulting from the Company's negligence; and
-   as expressly stated in these conditions.

11.2
 
 
 

If the Customer establishes that any Services have not been provided or do not comply with their description the Company will, at its option, re-supply any Services that have not been provided or do not comply with their description, or allow the Customer credit for their invoice value.

11.3
 

The performance of any replacement services will be at the Company's premises or other performance point specified for the original Services.

11.4
 
 
 

Where the Company is liable in accordance with this condition in respect of only some or part of the Services the Contract will remain in full force and effect in respect of the other or other parts of the Services and no set-off or other claim will be made by the Customer against or in respect of such other or other parts of the Services.

11.5
 
 
 
 

The Company will not be liable to the Customer for any losses, damage, costs, expenses or other claims for compensation occurring from any instructions supplied by the Customer which are wrong, incomplete, inexact, indecipherable, out of sequence or in an incorrect form, or occurring from their failure to arrive or late arrival, or any other fault of the Customer.

11.6
 

In no circumstances will the liability of the Company to the Customer under this condition exceed the invoice value of the Services.

General

12.1

The Company may sub-contract the performance of this Contract in whole or in part.

12.2
 
 

The Customer will not assign, transfer, sub-contract or in any other manner make over to any third party any benefit or burden under the Contract without the prior written consent of the Company.

12.3
 
 
 
 
 

The Company may at its discretion suspend or terminate the supply of any Services if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.

12.4
 
 
 
 
 
 

The Company will have a lien on all the Customer's property in the Company's possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days notice in writing to the Customer. On accounting to the Customer, for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal of the Company will be discharged of any liability in respect of the Customer's property.

12.5
 
 

If the Services are provided in accordance with any design or specification provided or made by the Customer, the Customer warrants that its design or specification and any materials provided by the Customer are not:-

and the Customer will compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including, but not limited to, any claim, whether actual or alleged that the design or specification infringes the rights of any third party.

12.6
 
 
 
 

Except for any of the following which is expressly agreed to be included within the Services all patterns materials drawings specifications and other data provided by the Company will remain its property and all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders will become the property of the Company.

Confidentiality

13
 
 
 

The Customer will not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company's affairs or business or method of carrying on business.

Cancellation

14.1
 

The order for Services may be cancelled in writing without charge up to 48 hours before performance is due to commence.

14.2
 
 

If the order for Services is cancelled less than 48 hours before performance was due to commence, a charge of £140 per day for each individual allocated to perform the Services will be payable by the Customer.

14.3
 
 

The cancellation provisions contained within the Consumer Protection (Distance Selling) Regulations 2000 are not applicable to the Services provided by the Company once performance of the Services has commenced.

Force Majeure

15
 

The Company will not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside its control.

Law and Jurisdiction

16
 
 

The Contract will be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts of any other country.

Notices

17.1

Any notice given under this Contract will be in writing and may be served.

17.2
 

Each party's address for the service of notices will be the address set out in the confirmation of order.

17.3

The notice will be deemed to have been served: