TERMS AND CONDITIONS OF SALE

Supply Only – Ironmongery Innovations

These Terms and Conditions govern all contracts for the supply of goods by the Company. Placing an order or accepting delivery constitutes acceptance of these Terms in full.

1.  Definitions

In these Terms and Conditions:

“Company” means Ironmongery Innovations.

“Buyer” means the person, firm or company purchasing Goods from the Company, whether acting as a main contractor, sub-contractor, or otherwise.

“Goods” means any architectural ironmongery or related products supplied by the Company.

“Contract” means any contract between the Company and the Buyer for the sale of Goods, incorporating these Terms.

“Sub-Contractor” means any party who purchases Goods for incorporation into works carried out under a contract with a third party.

“Specification” means any hardware schedule, specification document, room data sheet, drawing, or technical description provided by the Buyer at the time of quotation or order.

“Site” means the address or location to which delivery of the Goods is to be made as specified in the order.

2.  Basis of Contract

All quotations and supplies of Goods are subject exclusively to these Terms and Conditions, which shall be incorporated into every Contract.

Any terms proposed by the Buyer, whether in a purchase order or otherwise, shall not apply unless expressly agreed in writing by a director of the Company. Failure to object does not constitute acceptance.

Submission of a purchase order or acceptance of delivery of Goods constitutes the Buyer’s acceptance of these Terms in full.

3.  Supply Only – No Installation Liability

The Company is a supplier of goods only. It does not carry out, supervise, or advise upon the installation, fixing, or incorporation of Goods into any building, structure, or works contract.

The Company accepts no liability for: (a) any defect or damage arising from incorrect or improper installation of Goods by the Buyer or any third party; (b) the fitness of Goods for purpose in the context of how they are installed or used by a third party; or (c) any loss or expense arising from failure to install Goods in accordance with manufacturer’s instructions or applicable regulations.

The Buyer is solely responsible for ensuring Goods are suitable for their intended application and are installed by competent persons in accordance with all applicable standards and regulatory requirements.

4.  Quotations

All quotations are valid for 30 days from the date of issue unless otherwise stated in writing.

Quotations are based on current cost levels, exchange rates, and the Specification current at the time of quotation, and may be revised prior to order acceptance.

Any change in Specification, product selection, quantities, or delivery requirements after a quotation has been issued shall entitle the Company to revise its pricing and lead times. The Company will notify the Buyer of any such revision before proceeding.

5.  Orders

Orders are not binding on the Company until accepted in writing or fulfilled by delivery. The Company reserves the right to refuse or cancel orders, including where credit approval is unsatisfactory.

The Company may make partial or phased deliveries and invoice for each delivery separately. Partial delivery does not entitle the Buyer to cancel any outstanding balance.

Where order quantities fall materially below those on which a quotation was based, the Company reserves the right to revise unit prices accordingly.

6.  Prices

All prices are exclusive of VAT, which shall be charged at the applicable rate at the date of invoice.

The Company reserves the right to adjust prices before delivery to reflect increases in labour, materials, transport, exchange rates, duties, or other costs beyond its reasonable control. Where a price increase occurs after order acceptance, the Company will notify the Buyer before proceeding.

7.  Delivery

Delivery dates are estimates only and time of delivery shall not be of the essence of the Contract.

The Company shall not be liable for delays caused by circumstances beyond its reasonable control, including supply chain disruption, manufacturer lead-time changes, or carrier delays.

Delivery shall be deemed complete when Goods are offloaded at kerbside or Site entrance (or such other delivery point as agreed in writing). The Buyer is responsible for providing adequate access, offloading resource, and suitable storage. The Company is not responsible for conveying or distributing Goods within the Site.

If no authorised person is present to accept delivery, the Company may leave Goods at the agreed delivery point, arrange re-delivery (at additional charge), or return Goods to its premises. In all cases, delivery shall be deemed tendered and risk passes to the Buyer.

A signed delivery note constitutes conclusive evidence of delivery unless the Buyer notifies the Company in writing of any discrepancy within 72 hours.

8.  Risk

Risk in the Goods shall pass to the Buyer upon delivery in accordance with Clause 7.

The Buyer must inspect Goods on delivery and notify the Company in writing of any shortages, damage, or discrepancies within 72 hours. Failure to do so shall be deemed acceptance of the Goods as delivered.

9.  Retention of Title

Ownership of the Goods shall not pass to the Buyer until the Company has received payment in full (in cleared funds) for all Goods supplied to the Buyer under any contract between them.

Until title passes, the Buyer shall: (a) store Goods separately and clearly identify them as the Company’s property; (b) not remove, deface, or obscure any identifying marks; (c) maintain Goods in satisfactory condition and keep them insured for their full price; (d) not dispose of, charge, or encumber the Goods without written consent; and (e) permit the Company to enter premises to inspect or recover Goods where payment is overdue.

Where the Buyer sells Goods to a third party before title has passed, the Buyer shall hold the proceeds of sale on trust for the Company to the extent of the amount owed.

The Company’s retention of title rights shall survive the incorporation of Goods into other works, provided the Goods remain identifiable as a discrete product.

10.  Payment Terms

Unless otherwise agreed in writing, payment is due within 30 days from end of month. Time for payment shall be of the essence.

The Company reserves the right to: (a) withdraw credit facilities at any time; (b) require payment in advance; and (c) suspend deliveries where invoices remain unpaid.

Where part of an invoice is disputed in good faith, the undisputed portion remains payable on the due date. Disputes must be notified in writing within 14 days of the invoice date.

11.  Late Payment

If payment is not received by the due date, the Company may: (a) charge interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998; (b) claim statutory compensation and reasonable recovery costs; and (c) suspend or cancel further deliveries.

12.  Returns

Goods may not be returned without prior written authorisation from the Company. Requests for returns must be made within 14 days of delivery.

Approved returns may be subject to a handling or restocking charge. Goods must be returned in original undamaged packaging in a saleable condition.

Special order, bespoke, or non-stock items are non-returnable unless faulty or not corresponding with their description.

13.  Warranty and Defects

The Company warrants that Goods will, at the time of delivery, correspond with their description and be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended).

Claims for defective Goods must be notified in writing within 30 days of delivery.

The warranty does not cover defects arising from: (a) incorrect installation; (b) wilful damage, misuse, or abnormal conditions; (c) failure to follow manufacturer’s instructions; (d) unauthorised modifications; or (e) errors in the Buyer’s Specification or design requirements.

Where a valid warranty claim is accepted, the Company’s obligation is limited to repair, replacement, or refund at its discretion.

14.  Samples

Samples provided for approval remain the property of the Company unless otherwise agreed. Samples may be charged for; where not retained by the Company, the cost will be credited against a subsequent order for the same products.

Approval of a sample does not constitute a binding order. A formal purchase order must be placed before the Company is obliged to supply Goods in quantity.

15.  Specification Changes and Sub-Contract Chain

All orders are accepted on the basis of the Specification current at the time of quotation. The Buyer is responsible for ensuring any Specification provided is accurate and complete. The Company has no liability for Goods that do not meet project requirements where non-compliance results from errors or changes in the Buyer’s Specification.

The Company contracts solely with the Buyer and accepts no liability to any third party, including any main contractor, employer, architect, or end user. The Company is not bound by any terms contained in a contract between the Buyer and any third party.

Where the Buyer is a Sub-Contractor, the Buyer warrants that its obligation to pay the Company is not conditional upon receipt of payment from any third party. “Pay when paid” provisions shall not apply to amounts due to the Company unless expressly agreed in writing.

16.  Regulatory Compliance and CDM

The Buyer is solely responsible for ensuring that Goods are used and installed in compliance with all applicable legislation, regulations, and standards, including (without limitation) the Building Regulations and the Construction (Design and Management) Regulations 2015 (CDM 2015).

The Company, as a supplier of goods only, is not a designer, principal designer, principal contractor, or contractor for the purposes of CDM 2015 in relation to the Buyer’s project and accepts no CDM duties falling upon the Buyer or any other party.

17.  Limitation of Liability

Nothing in these Terms excludes the Company’s liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded.

Subject to the above: (a) the Company shall not be liable for indirect, special, or consequential losses including loss of profit, revenue, or business interruption; (b) the Company’s total liability under any Contract shall not exceed the invoice value of the Goods supplied under that Contract; and (c) the Company shall have no liability for losses arising from the Buyer’s Specification errors, installation errors, or acts of any third party.

18.  Force Majeure

The Company shall not be liable for failure or delay in performing obligations where this results from events beyond its reasonable control, including acts of God, fire, flood, strikes, transport disruption, pandemic, shortages of materials, or government restrictions.

If a force majeure event continues for more than 60 days, either party may terminate the affected Contract on written notice without liability, save that the Buyer remains liable for Goods already delivered.

19.  Termination

The Company may terminate or suspend any Contract immediately if the Buyer: (a) fails to make payment when due; (b) becomes insolvent, enters administration or liquidation, or makes any arrangement with creditors; (c) commits a material breach unremedied after 14 days’ written notice; or (d) ceases or threatens to cease trading.

Upon termination all outstanding invoices become immediately payable. The Company may cancel orders in progress and recover costs already incurred in procuring Goods.

20.  Data Protection

The Company processes personal data relating to the Buyer’s employees and representatives in connection with the Contract and the conduct of its business. Processing is carried out in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Personal data is processed for the following purposes: (a) managing the commercial relationship and processing orders – lawful basis: performance of contract and legitimate interests; (b) conducting credit checks and managing credit risk – lawful basis: legitimate interests; (c) complying with legal obligations including tax and financial record-keeping – lawful basis: legal obligation; and (d) communicating about products and services – lawful basis: legitimate interests (individuals may opt out at any time).

Personal data will not be shared with third parties except where necessary to fulfil orders (e.g. carriers), comply with legal obligations, or with consent. Data will be retained for as long as necessary and for a minimum of 6 years to meet HMRC requirements.

Individuals have rights under UK GDPR including access, correction, and erasure of personal data. To exercise data rights, please contact the Company directly.

21.  Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be deleted and the remaining provisions shall continue in full force and effect.

22.  Waiver

Failure by the Company to enforce any provision of these Terms shall not constitute a waiver of its rights to enforce that provision at a later date.

23.  Entire Agreement

These Terms and Conditions, together with any written quotation or order acknowledgement issued by the Company, constitute the entire agreement between the parties in relation to the supply of Goods and supersede all prior representations, agreements, and understandings.

24.  Governing Law and Jurisdiction

These Terms and Conditions and all Contracts arising under them are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions.