Terms And Conditions Of Sale

Terms and conditions governing the sale of goods ("Goods") and/or services ("Services") identified in the invoice ("Invoice") by Fenway®, being The Fenway Group Limited of Prospect House, Lonsdale Gardens, Tunbridge Wells, TN1 1NU, with company number 04759517 ("Company") and which issues the Invoice to the person, firm, company or organisation whose name appears on the invoice ("Customer").

All sales transactions are subject to these Terms And Conditions Of Sale.

These Terms And Conditions Of Sale were last reviewed and updated 1st May 2024. This is version 2.0. If required, view the previous version, 1.0, by clicking here.

For further information please contact us via admin@fenway.uk.

1.00: DEFINITIONS

1.01: The following words shall have the following meanings:

1.01.1: “Company” means Fenway®, being The Fenway Group Limited of Prospect House, Lonsdale Gardens, Tunbridge Wells, TN1 1NU, with company number 04759517.

1.01.2: “Contract” means the contract agreed with, and by, the Customer which incorporates these terms and conditions.

1.01.3: “Contract price” means the full price agreed between the Company and the Customer pursuant to the Contract inclusive of all disbursements, taxes, levies and other charges and any variations thereto.

1.01.4: “Customer” means the Company’s customer, or client, as stipulated in the Contract.

1.01.5: “Goods” means the materials, finishes, products, office furniture, fittings and/or equipment to be supplied to the Customer by the Company pursuant to the Contract.

1.01.6: “Premises” means the premises or address specified by the Customer at which the Goods are to be supplied and/or the Services are to be performed.

1.01.7: “Services” means the workmanship involved in fitting and/or furnishing the offices and/or any other design, consultancy, co-ordination and/or management services relating to the fitting and/or furnishing of the offices.

2.00: APPLICATION AND ACCEPTANCE

2.01: Unless otherwise specifically agreed in writing, every promotion, offer, cost plan, quotation and Contract by the Company shall be subject to these terms and conditions, which supersede all other terms, conditions and/or agreements irrespective of when they were received, acknowledged, accepted and/or signed by the Company, and any relaxation or indulgence by the Company extended to the Customer shall in no way prejudice or operate as a waiver of the Company’s rights pursuant hereto. All promotions, offers, cost plans and quotations are given subject to confirmation by the Company upon receipt of the Customers Order and no Contract shall be deemed concluded or accepted until such confirmation is given to the Customers Order. Company shall be entitled absolute discretion to refuse to accept any order and/or to update and/or amend these terms and conditions at any time without notice or warning.

2.02: On receipt of the Customer’s Order, or as quickly as practicable thereafter, the Company will confirm all quotations. The Customer acknowledges and agrees that no Services will be provided and no Goods ordered until the Company has received the Customer’s Order and acknowledged receipt and acceptance of same to the Customer.

2.03: The Company reserves the right to refuse to accept any order.

2.04: The Company reserves the right to use the Customer's name, Customer's logo, Customer's site details, Contract project details and/or images from this Contract on Company's website and marketing material at any time.

3.00: PRICES

3.01: Prices quoted are those ruling at the time of quotation and may be subject to increase thereafter to allow for an increase in costs of Services and/or Goods, which may occur before delivery.

3.02: “Provisional sum” where mentioned in any part of the Company’s quotation shall mean a sum provided for work or costs which cannot be entirely foreseen, defined or detailed at the time of submission.

3.03: Prices are valid for ten (10) working days or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.

3.04: The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in cost to the Company which is due to any factor beyond the control of the Company and any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer, or any delay caused by any instructions of the Customer, or failure of the Customer to give the Company adequate information or instructions or notice.

4.00: DELIVERY OF THE GOODS

4.01: The Company and the Customer shall agree the time and place (if not specified in the Contract) when the Goods shall be delivered and/or the Services performed, subject to the availability of the Company’s staff, agents and sub-contractors and/or the availability of the Goods.

4.02: The Company shall use its reasonable endeavours to supply the Goods to the Premises and perform the Services within the agreed period or on the agreed date.

4.03: For the avoidance of doubt, the period or date for the supply of the Goods and/or performance of the Services is an estimate only and time shall not be of the essence in relation thereto.

5.00: PROGRAMME OF SERVICES

5.01: The Company shall provide a “Programme”, or similar equivalent or alternative, to the Customer in a suitable form which shows the anticipated sequence of operations and time within which each operation shall occur, including the work of Sub Contractors, Specialists and, if applicable, Local Authorities and Public Undertakings, following receipt and acceptance of an Order from the Customer and before commencing Services. This Programme is strictly subject to review and change at any time thereafter and is not binding.

5.02: The Customer shall provide full and unimpeded access to, and use of, facilities, water and electricity within, the Premises to the Company to enable the Company to supply the Goods and perform the Services in accordance with the Programme.

5.03: For the avoidance of doubt, the Programme is an estimate only and shall not be of the essence in relation thereto.

5.04: Unless otherwise specifically agreed in writing, all works are to be carried out during office hours, ie 09:00AM to 05:00PM, Monday to Friday. Additional costs apply to any/all works carried out at any other time.

5.05: If the Customer fails to provide full and unimpeded access to, and use of, facilities, water and electricity within, the Premises to the Company and/or fails to confirm when full and unimpeded access to, and use, of facilities, water and electricity within, the Premises will be provided to the Company for the resolution of agreed snagging and/or outstanding items for a period of, or greater than, ten (10) working days from the date of agreement of any snagging and/or outstanding items, the Company reserves the right to consider any snagging and/or outstanding items as null and void and terminate the Contract without further notice. Clause 13.02, below, will apply if the Contract is terminated for this reason.

6.00: RISK

6.01: Risk in the Goods shall pass to the Customer at the time of delivery of the Goods to the Premises.

7.00: OWNERSHIP OF GOODS

7.01: The Company shall own the Goods until the Company has received the full payment of the sums due in regard to the Goods (and any other sums that are due or owing to the Company), whether or not delivery has been made.

7.02: Until title passes, the Company reserves the right to deal with the Goods in such a manner as the Company in it’s absolute discretion thinks fit and in particular to recover and resell the Goods and if necessary to enter upon the Customer’s premises by it’s servants or agents for the purpose of removing the Goods.

8.00: INSURANCE

8.01: The Customer shall confirm and, if requested, produce appropriate documentation that all relevant insurance(s) have been updated by them and/or their Landlord to cover the Goods and Services during the Contract/Programme period.

9.00: DESCRIPTION

9.01: The Company’s specifications, drawings, images, visuals, descriptive matter, weights and dimensions are approximate and/or indicative only and none of these shall form part of the Contract.

10.00: INSTALLATION

10.01: The Company shall install the Goods at the Premises and the Customer shall give to the Company all necessary access and facilities for the installation work, including arrangements for the Customer’s staff to be available as and when required.

11.00: PAYMENTS

11.01: The first three (3) transactions between Company and Customer shall be payable in full upon order and thereafter payment terms shall be fifty per cent (50%) of the Contract value due upon instruction/order, twenty-five per cent (25%) invoiced upon commencement for payment within fourteen (14) days and the balance and/or any final payment due not more than fourteen (14) days after delivery and/or practical completion, whichever is the sooner. These will be referred to as the 'Instruction' payment, 'Commencement' payment and 'Completion' payment, or similar equivalent, respectively. If payment of any sum due is not received by the due date, the Company shall be entitled to:

11.01.1 Charge interest on the outstanding amount at the rate of 10% per annum accruing daily;

11.01.2: Require that the Customer make a payment in advance of the delivery or performance of any Goods or Services or any part of the Goods or Services not yet supplied;

11.01.3: Not provide any further Goods or Services or part of the Goods or Services;

11.01.4: Cancel any agreed discount; and/or

11.01.5: Terminate the Contract as provided for in Clause 13 below.

11.02: If the Customer fails to give delivery instructions within five (5) working days of being required to do so by the Company payment of the Contract price shall become due forthwith. The Company shall be entitled to store the Goods at any available place at the Customer’s expense.

11.03: If the Customer fails to provide and agree access and facilities within five (5) working days of delivery of the Goods to the premises payment of the Contract price shall become due forthwith.

11.04: The Customer must raise any invoice queries within three (3) working days of issue of the invoice by the Company to the Customer and invoice queries will not be considered by the Company after this time and the invoice shall become payable as presented in accordance with the payment terms.

12.00: NOTIFICATION OF CHANGE OF TIME

12.01: Where it becomes apparent that the progress of the Works is being, or is likely to be, delayed from that indicated in the original Contract/Programme, the Company shall give written notice to the Customer specifying the Relevant Event(s) causing the delay and state the expected effects on time and costs.

12.02: “Relevant Events” means, though is not limited to, adverse weather conditions, loss or damage occasioned by a specific peril, civil commotion, strike, compliance with the Customer’s instructions or variations, findings unforeseen prior to opening up of structure of the Premises, not receiving in due time instructions or decisions by the Customer, delays on permissions from statutory bodies, delay in supply of materials and goods supplied by the Customer and issues beyond the control of the Company which could not have been reasonably foreseen at the time of the Contract.

13.00: TERMINATION OF THE CONTRACT

13.01: The Company may terminate the Contract if:

13.01.1: The Customer does not pay the amount(s) specified in the invoice(s) from the Company;

13.01.2: The Customer, or sub-contractors or specialists employed or engaged by the Customer, fail to comply with Regulations pursuant to the CDM Regulations 2015 or any subsequent amendment thereto; and/or

13.01.3: The Customer commits any material breach of its obligations pursuant to these terms and conditions which has not been remedied (if capable of remedy) within five (5) working days of written notice to do so by the Company.

13.02: If the Contract is terminated because of the reasons specified above, then the Customer shall pay for the Goods and/or Services supplied and/or carried out up to the date of termination and all sums due for payment after the date of termination which arise from commitments entered by the Company for the performance of the work prior to the date of termination.

14.00: FORCE MAJEURE

14.01: The Company and the Customer shall not have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six (6) months, either party may terminate the Contract by written notice to the other.

15.00: CUSTOMER’S INDEMNITY

15.01: “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

15.02: “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

15.03: The Customer shall indemnify and hold harmless the Company from and against any Claims or Losses arising from delay, failure, loss, damage, liability, injury to the Customer, any employees agents or sub-contractors of the Company or the Customer and third parties.

16.00: LIABILITY FOR THE GOODS

16.01: The Company shall not incur or accept liability concerning any representation made by the Company to the Customer prior to the making of the Contract where such representation was made or given in relation to the Conditions. The Company shall not accept any liability to the Customer concerning any express term or provision of the Contract relating to the Goods where such a term relates to the Conditions. All terms, conditions, warranties implied by statutory or common law relating to the Conditions concerning the Goods are excluded from the Contract to the fullest extent permitted by law. “Conditions” means the following:

16.01.1: The correspondence of the Goods with any descriptions; and/or

16.01.2: The quality of the Goods; and/or

16.01.3: The fitness of the Goods for any purpose(s) whatsoever (whether made known to the Company or not).

16.02: The Company shall use its best endeavours to procure that the Customer shall have transferred to it the benefit of any warranty or guarantee given by the manufacturer or supplier of the Goods and shall if so requested by the Customer at the Customer’s expense take all reasonable steps to enforce any such warranty or guarantee against the manufacturer or the supplier of such Goods.

17.00: LIABILITY GENERALLY

17.01: The Company’s liability under or in connection with the Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Company under the Contract.

17.02: Neither the Customer nor the Company shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

18.00: GUARANTEE FOR SERVICES

18.01: The Company confirms that the Services will not be performed negligently or in breach of the provisions of the Contract. If there are defects in the Services the Customer shall, within three (3) months from the date the works are completed, notify the Company in writing of the claimed defects. Provided that the Company is satisfied that the defects arise solely from unsatisfactory performance of the Services the Company will rectify the relevant part of the workmanship, subject to the limitations above in 17.01 and 17.02.

19.00: LOSS OR DAMAGE IN TRANSIT

19.01: The Company will at its discretion and choice repair or replace free of charge any part of the Goods lost or damaged in transit, provided the Company and the carrier are given written notice of such loss or damage within the time required by the carriers conditions of carriage or, where delivery is made by the Company’s own transport, one (1) working day after the delivery of the Goods.

20.00: INSOLVENCY

20.01: Without prejudice to the above and any other remedies or rights, either party may terminate the Contract at any time by written notice to the other party if that other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the party (other than voluntarily for the purpose of solvent amalgamation or re-construction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the party’s assets or business or the party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

21.00: NOTICES

21.01: Any notice to be given under the Contract or these Terms and Conditions shall be in writing and shall be sent by first class post. Notices to the Company shall be sent to its address as set out in these Terms and Conditions. Notices to the Customer shall be sent to the last known address or to the Premises. Notices shall be deemed to have been received three (3) working days after the day of posting (in the case of inland first class mail) or seven (7) working days after the date of posting (in the case of air mail).

22.00: CANCELLATIONS

22.01: The Company reserves the right to impose a charge of up to, and beyond, the full sale value of cancelled orders.

23.00: GENERAL

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

23.02: The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company.

23.03: If the Goods are manufactured in accordance with any design or specification provided or made by the Customer, the Customer shall indemnify the Company from and against all claims, costs, expenses and liability of any nature in connection with them, including any claim whether actual or alleged, that the design or specification infringes the rights of any third party.

23.04: All tools, patterns, materials, drawings and specifications and other data provided by the Company shall remain its property and all technical information patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of the Company.

23.05: Notwithstanding any other provision herein, all intellectual property rights in all and any materials, drawings, designs, exhibits, software designs, products, Goods, Services, prototypes, samples, presentations, exhibitions and any other matter whatsoever provided or shown to the Customer whether before the acceptance of the Customer’s order or in contemplation of it or during the course of carrying out any Services hereunder shall be and shall remain the property of the Company and subject as herein provided the Customer may use the same only for the purposes specified by the Company and shall not use or disclose the same to any third parties without the prior written consent of the Company and shall not copy, reproduce or otherwise imitate the same in any form whatsoever.

23.06: The Company reserves the right to carry out credit checks in relation to the Customer at any time whether before the acceptance of the Customer’s order or in contemplation of it or during the course of carrying out any Services.

23.07: The headings in these Terms and Conditions are for convenience only and have no legal effect.

23.08: The Company reserves the right to use and/or publish and/or share image(s), specification(s), drawing(s), site(s), location(s), cost(s), detail(s) and/or any other information relating to the Contract, Customer, Premises, Goods and/or Services at any time for the purpose of sales, promotion and/or marketing.

23.09: Unless otherwise agreed by the Company and confirmed to the Customer in writing, drawing(s) shall only be issued in .pdf format and the AutoCAD .dwg file will be retained by the Company and not issued to the Customer. If available, AutoCAD .dwg file(s) will carry additional costs and these costs can be confirmed upon request.

23.10: Where the Goods and/or Services provided by the Company to the Customer comprise and/or include the provision of desks on a desk rental basis, or similar, the Customer releases and hereby agrees to indemnify, defend and save harmless the Company and/or the Company's subsidiaries (whether or not wholly owned), affiliates, divisions and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and directors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgements, fines and penalties based upon or arising out of the Customer’s use, or the use of the Customer’s clients, of the Company's Premises and/or the Customer’s and/or the Customer’s clients’ errors and/or omissions, misconduct, whether wilful or otherwise, and/or fraud in connection with the participation in, or use of, the Services. The Customer further agrees that in the event that the Customer files a claim and/or takes legal action of any sort against the Company, the Customer shall be liable for any and all legal costs incurred by the Company or its respective agents and/or officers in connection with the case.

23.11: The Company reserves the right to make and/or receive payments such as, though not limited to, commissions, introductory fees, profit share payments and/or referral fees in relation to, and/or in return for, though not limited to, the provision of market intelligence, lead generation, strategic introduction, business development and/or transacted business.

23.12: The Customer will not approach, engage with, communicate with, or in any other way seek to work directly with any third party supplier, consultant and/or sub-contractor introduced to the Customer by the Company without the express written permission of the Company for a period of ten (10) years following the completion of the final work by the Company for the Customer.

24.00: CUSTOMER’S LAND AND BUILDINGS

24.01: The Customer warrants that any land and buildings and that contents thereof on or in which the Company is to carry out any works required by the Customer are safe and suitable for the purposes to which the Customer intends to put them and for the carrying out of such works and the Company may procure at the Customer’s expense the report of a suitable qualified professional persons to the suitability of any such land, buildings or contents.

24.02: If structural changes to the Customer’s land or buildings are required to enable the installation of the Goods, it is the responsibility of the Customer to obtain any planning permission and/or approval for the said works under any regulation or bye-law of any local statutory authority before the commencement of the works.

24.03: The Company shall not be liable for any damage caused on installation of the Goods by the Company (where required) to water, gas or electrical systems, pipes, conduits or cables which are concealed under the surface of any floor, wall or ceiling or any loss (including consequential loss) to the Goods, person or property of the customer, or any other persons directly or indirectly resulting or arising from such installation and the Customer shall indemnify the Company and it’s employees and agents against all claims by third parties for loss or damage arising or resulting from the installation of the Goods.

24.04: The Customer shall insure his land and buildings and the contents thereof (including the Goods) and any person thereon against damage by fire, lightning, explosion, storm, tempest, flood, bursting or overflowing of water from tanks, apparatus or pipes, earthquake, aircraft and devices dropped therefrom, collision, riot and civil commotion and shall provide such evidence as the Company may reasonably require of the existence of such insurance.

24.05: It is the responsibility of the Customer to ensure that all works to be carried out by the Company comply with any and/or all applicable legislation, regulation and/or similar and that all necessary and/or applicable permissions are sought at the Customer’s expense. The Company shall not be liable for any work planned or carried out which does not comply with any and/or all applicable legislation, regulation and/or similar.

25.00: APPLICABLE LAW

25.01: The validity, construction and performance of the Contract shall be governed by English law.

All sales transactions are subject to these Terms And Conditions Of Sale.

These Terms And Conditions Of Sale were last reviewed and updated 1st May 2024. This is version 2.0. If required, view the previous version, 1.0, by clicking here.

For further information please contact us via admin@fenway.uk.