Terms & conditions of business

1. Definitions

‘Seller’ means Langstaff-Ellis Limited.
‘Buyer’ means person or company who places an order or accepts and offer of the seller to purchase or supply of any goods.
‘Goods’ means products or services supplied or provided by the seller.
‘Quote’ means price and specification. This can either be a fixed price Quotation or a variable price Estimate.

2. Relationship

The Buyer engages the Seller Langstaff-Ellis Limited to provide the products and services specified in these terms and conditions and attached specification and quote.
No term during this agreement or course of dealings between the parties shall operate to make Langstaff-Ellis Limited and employee or agent of the Buyer.
Neither party shall assign any of their rights, liabilities or obligations arising under this agreement without prior written consent of the other party.

3. The Buyer’s Obligations

The Buyer shall be responsible for the correct issue of dimensions or drawings they or someone acting on their behalf provide, including but not limited to architects and designers. Where these details are incorrect, the Buyer shall bear the expense for rectification.
The Buyer shall provide the Seller with full access to the site to carry out their work and will ensure the site is safe and secure.
Unless otherwise specified, the Buyer shall take full responsibility for the unavoidable re-decoration and tidying of any walls, floors or ceilings which may have become marked as part of the project installation. The Seller shall take responsibility for careless, accidental or negligent damage.
Should the Seller store materials, furniture or fittings onsite, it is the Buyer’s responsibility to insure against theft and/or damage. Missing, lost, stolen or damaged items will be paid for by the Buyer in full.
The Buyer is responsible for obtaining any permissions, licenses or official approvals for any works carried out by the Seller. This may include but is not limited to planning permission, building regulations approval, the correct insurances etc.)
The Buyer shall be responsible for meeting all legal criterial including but not limited to Building Regulations etc. Any design or specification provided by the Seller is done so at the request of the Buyer and therefore shall accept no responsibility for designs and products which do not meet regulations or permissions.
The Buyer is responsible for VAT and any other tax due on the project. The Buyer cannot request the Seller to issue VAT 0% or VAT 5% invoices, and the Buyer agrees to remain fully-responsible for the VAT content should HMRC wish to recover any tax’s owed.
Clause 3.g above shall survive termination of this contract.

4. The Seller’s Obligations

The Seller shall provide their goods and services with reasonable care, to the specification and criteria provided and to a reasonable standard.
The Seller shall take reasonable steps to ensure the protection of the Buyer’s property and furnishings during the works in areas of the property relating to this contract. This responsibility does not extend to being liable for security against theft or burglary etc of the Buyer’s property which is expressly the responsibility of the Buyer at all times.
The Seller shall take responsibility for the safe and legal disposal of their waste from site.
The Seller will ensure a current certificate of Public Liability insurance for the duration of this contract.
The Seller shall take responsibility for careless, accidental or negligent damage. The Seller will provide floor protection where necessary, but the protection of any furniture once installed by Langstaff-Ellis Limited will be the responsibility of the Buyer. Langstaff-Ellis Limited can provide protection for the furniture post installation, for example, if other trades are still on site, but this would be chargeable.

5. General

All quotes and sales placed with the Seller are bound by these terms and conditions of business. The liability of the Seller shall not be extended by any oral agreement expressed or implied between the Buyer and the Seller.
Customers are not permitted into the workshop at any time during the day unless accompanied in a pre-arranged meeting.
Samples of finishes and materials may be available. To be sure of the correct finish it is recommended that the Buyer view a sample to approve before ordering therefore the Seller shall not be held responsible for any product deemed sub-standard, incorrect or inappropriate. There may be minor differences between a sample and the finished product due to different batches or manufacturing times.
The Seller reserves the right to subcontract or assign any part of its rights or obligations arising under this contract without obtaining the Buyer’s consent.
Failure or neglect by the Seller to enforce at any time any of these Terms and Conditions of sale shall not be a waiver to the Seller’s rights and it shall not affect the validity of the whole or part of these Terms and Conditions or prejudice the Seller’s right to take subsequent action.
All designs, drawings and other technical information relating to the goods shall remain the Seller’s property under copyright law and must not be shared, used or distributed without prior consent from the Seller.
The Buyer understands that wood is a natural product and therefore accept that the Seller is not responsible for reasonable or unavoidable movement, cracking, twisting or bowing of materials.

6. Quotes & Prices

The Seller shall provide the client an estimate or quotation (Quote) for the services to be provided which shall set out (but not limited to) the following:
1. The cost for the works including labour and materials. In the case of an Estimate, these costs are only guide and may vary, in the case of a quotation, these costs will be fixed.
2. The design specification with materials, finishes and appliances with associated costs.
3. The estimate or quotation shall be attached to this contract and the terms and conditions of business. Where the Buyer accepts the estimate or quotation they will be deemed to have accepted this contract and the Seller’s terms and conditions of business.
Products supplied or manufactured by a 3rd party are subject to the manufacturers or suppliers stock and are not guaranteed available.
The Seller strongly recommends that all correspondence between the Buyer and the Seller is made in writing. The Buyer takes full responsibility for omissions and errors arising from verbal communication.
It is the sole responsibility of the Buyer to ensure the order details are correct. The Seller will not be liable for errors and omissions on any paperwork once the order has been paid or agreed either verbally or in writing.
The Seller reserves the right to cancel any order or refuse a sale without notice or explanation.
If the Buyer cancels an order at any point after payment, a refund will not be issued.
Quotations are valid for 30 days only after which time a revised quote may be issued.
Design changes after the final design sign off may be subject to additional fees. Any costs in labour or materials which are no longer required as a result of any change will be charged in full.
The work by the Seller will be based on the quote and paperwork given. It is the responsibility of the Buyer to ensure any mistakes by either party are noted immediately.

7. Ordering & Payments

An order is considered contractual and binding at time of commission by writing, verbal or otherwise, at which point processing and manufacturing will commence.
The contract price is set out in the quotation. The Buyer agrees to the following:
1. To pay the balance of an invoice within 2 working days.
2. Not to withhold any sums due to Langstaff-Ellis Limited.
3. To pay Langstaff-Ellis Limited the rate of 8% per annum over the bank of England base rate on invoices not settled within accordance with section 7.b.i above.
4. To pay Langstaff-Ellis Limited costs or expenses incurred in recovering payment from the Buyer where the Buyer has failed to make payment in accordance with these terms and conditions.
The intervals in which payment should be made are set out in the quote and financial specification within the quote.
Langstaff-Ellis Limited may vary the contract price from the amount set out in the quote where they have provided services which are different or in addition to those set out in the quote either at the specific request of the Buyer or because they have been required to carry out work which was not anticipated at the time of quote, or because of market fluctuations in the price of materials. This will be recorded on the project financial statement.
All goods and services remain the property of the Seller until payment is received in full.
All prices and offers are correct at time of going to press but subject to change without notice to the Buyer. E&OE.
Any payments made will not be eligible for any refund once the order has been processed. Any payments made to Langstaff-Ellis Limited are non-transferable.

8. Services & Timescales

Langstaff-Ellis Limited will provide the services to the Buyer as set out in the specification and quote.
The services specified will be provided to the Buyer to the time frame set out in the provisional schedule.
Delivery dates, installation dates and time frames given are to be used as a guide. Langstaff-Ellis Limited cannot guarantee the services will be performed within the timeframes set. Langstaff-Ellis Limited shall not be responsible for any losses incurred following a delay in providing the services in the quote.
Langstaff-Ellis Limited will do all it can to react to schedule adjustment at the request of the Buyer should the need arise but when an adjustment cannot be authorised by the Seller, the Buyer agrees to cover the 3rd party storage costs for the project including transport costs, storage fees, insurance and associated costs.

9. Cancellations

In accordance with the Cancellation of Contracts Made in a Consumer’s Home or Place of Work etc Regulations 2008, the Buyer may cancel this contract within 7 days of signing this agreement and shall be entitled to a full refund of monies paid to the Seller less an amount representing any reasonable administration costs which the Seller has incurred. Any cancellation after this period will not entitle the client to a refund of any monies paid.

10. Deliveries, Property & Rights

Goods will not be delivered or collected until payment has been made in full.
The title of ownership or property rights shall remain with the Seller until the Buyer has made payment in full and in accordance with these terms and conditions.
A delivery note may be signed by the Buyer upon delivery to state that everything is correct, present and of satisfactory quality.
The Buyer is responsible for checking all goods for damage and/or missing or incorrect items. The Buyer must report any missing items at point of delivery on the delivery document. Damaged or incorrect items must be notified to the Seller in writing within 24 hours of receipt of delivery. All damaged, missing or incorrect items are subject to Clause 12 in the Seller’s terms and conditions.
The Seller may opt to put the project into storage when adjusting the production, delivery and/or installation schedule is not possible. If the Buyer is unable to accept delivery of a project as per the original installation schedule, then a project will need to be put into storage. The Buyer will pay for all storage fees, insurance and transport including labour to and from the storage location.
The Seller does not guarantee delivery times and product availability. Any suggested dates are estimated only.
Where the Seller has to simply deliver the goods and not install anything, the Buyer must sign off the delivery as being correct and free from fault. Should any defects or shortages be apparent, the Buyer must notify the Seller within 24 hours. Failure to do so may invalidate any refund, repair or replacement required.
The risk and responsibility for goods, services and performance of service shall pass to the Buyer upon delivery to site or at the point of the goods or products leaving the workshop should a 3rd party undertake the collection or delivery.
The Buyer shall take full responsibility for the safe storage and security of every product delivered to site even if they have not signed a delivery note. Any damage or loss shall be the sole responsibility of the Buyer.

11. Materials & Products

The Seller cannot guarantee the colour consistency or quality of colour or pattern on any material or product from any manufacturer against their samples or brochures.
The Seller is not responsible for the manufacturing quality or defects from any material or product manufacturer. The Seller will do their up-most to ensure a good quality product is delivered but issues with quality must be noted at time of collection or delivery or no refund will be issued.
The Buyer understands that materials ordered at different times may have colour, tone or grain differences.
3rd party products like appliances which are subject to manufactures warranty shall be bound to their own terms or warranty of which the Seller has no control. The Buyer shall contact the manufacturer directly should an issue or claim arise.

12. Limitation of Liability

Nothing in these Conditions shall limit or exclude the Sellers liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); breach of the terms implied by Section 12 of the Sale of Good Act 1979 (total and quiet possession); or defective products under the Consumer Protection Act 1987.
Clause 12.b.i & 12.b.ii are subject to clause 12.a:
1. The Seller shall not be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the contract (including any losses that may arising from the Seller deliberate personal repudiatory breach of the contract)
2. The Seller’s total liability to the customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Sellers deliberate personal repudiatory breach shall not exceed the price paid by the customer for the goods and/or services in the order.
Except as set out in these conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent committed by law, excluded from the contract.
This Clause 12 shall survive termination of the contract.

13. Termination

This agreement shall continue until the services (or mutually agreed addition, variation or extension) have been provided or until terminated in accordance to the below.
Without prejudice to the above the employment of the Seller under this agreement may be terminated immediately where any of the following circumstances arise:
1. Either party commits a serious breach or persistent breaches of this agreement including but not limited to the non-performance, neglect or default of any of their duties as outline herein (including a failure on the part of the client to make payment within the agreed timescales) and after notice of this breach has been given to the defaulting party it remains remedied and unrectified 7 days after such notice.
2. Either party commits a breach of this agreement which cannot be remedied.
3. Either party becomes insolvent or enters into a CVA or IVA or ceases to carry on the whole or substantially the whole of its business.
Upon termination of this contract the Buyer shall pay to the Seller, such sums as may represent work carried out to date including expenses incurred.
Any right to terminate the employment of the Seller shall be without prejudice to any accrued rights or liabilities arising out of this agreement which are in existence at the date of termination.

14. Disclaimers

The Seller shall not be responsible to the Buyer or any 3rd parties for any loss of profit or indirect or consequential economic damage or loss, however caused, whether as a result of negligence, misrepresentation, breach of contract or otherwise.
Nothing in the foregoing shall be read as restricting or limiting in any way the Seller’s liability for death or personal injury.

15. Indemnity

The Buyer shall indemnify the Seller against any loss or damage which results from the Buyer’s breach of this agreement or failure to abide by any of its terms.

16. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside their reasonable control including but not limited to acts of god, industrial action, war, fire, threat from terrorism, civil disturbance, break down of plant of machinery or shortage of raw materials, 3rd party products or supplies.

17. Warranty of Contractual Capacity

Both parties and the signatories to this agreement warrant that they’re authorised and permitted to enter into this agreement and have obtained necessary permissions and approvals.

18. Whole Agreement, Governing Law, Severability & Miscellaneous Provisions

This document constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be done so in writing and signed by both parties.
This agreement shall be governed by the Law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
All clauses, sub clauses and parts thereof shall be severable and shall be read and construed independently. Should any arise of this agreement be found invalid, this shall not effect the validity of enforceability of any other provision or of this agreement as a whole.
All terms, conditions and covenants contained in this agreement shall bind parties and their heirs, legal representatives, successors to title and permitted assignees.
Nothing in these term and conditions shall incur any rights on a third party and not third party may enforce and provision of this contract under the Contracts (Rights of Third Parties) Act.
The Failure by either party to enforce any provision of this agreement shall not be deemed a waiver or limitation of that party’s right to subsequently compel and require strict compliance with every provision of this agreement.

19. Privacy Policy

The Seller may collect and hold the following information; name, address, contact phone numbers, email addresses and other personal details which are relevant to the Seller’s requirements in providing services and/or goods.
Data Privacy Notice (May 2018)
1. Your personal data – what is it?
  1. Personal data relates to a living individual who can be identified from that data. Identification can be by the information alone or in conjunction with any other information in the data controller’s possession or likely to come into such possession. The processing of personal data is governed by the General Data Protection Regulation (the “GDPR”).
2. Who are we?
  1. Langstaff-Ellis Limited is the data controller (contact details below). This means it decides how your personal data is processed and for what purposes.
3. How do we process your personal data?
  1. Langstaff-Ellis Limited complies with its obligations under the “GDPR” by keeping personal data up to date; by storing and destroying it securely; by not collecting or retaining excessive amounts of data; by protecting personal data from loss, misuse, unauthorised access and disclosure and by ensuring that appropriate technical measures are in place to protect personal data.
  2. We use your personal data for the following purposes:
    1. To retain project data for us to provide information regarding finishes or profiles should you require alterations or additional products in the future.
    2. To maintain our own accounts and records.
    3. We may occasionally use your data to inform you of events or promotions at Langstaff-Ellis.
4. What is the legal basis for processing your personal data?
  1. Explicit consent of the data subject so that we can keep you informed about news, events, and services.
  2. To maintain records of contracts between Langstaff-Ellis Limited and its clients.
5. Sharing your personal data
  1. Your personal data will be treated as strictly confidential. We do not share your personal information with any third parties.
6. How long do we keep your personal data?
  1. We will keep data on our systems for 5 years from the last contracted works or enquiry. This enables us to retain project data in case you require our assistance or wish to revisit an enquiry.
7. Your rights and your personal data
  1. Unless subject to an exemption under the GDPR, you have the following rights with respect to your personal data:
    1. The right to request a copy of your personal data which Langstaff-Ellis Limited holds about you.
    2. The right to request Langstaff-Ellis Limited corrects any personal data if it is found to be inaccurate or out of date.
    3. The right to request your personal data is erased where it is no longer necessary for Langstaff-Ellis Limited to retain such data.
    4. The right to withdraw your consent to the processing at any time.
    5. The right to request that the data controller provide the data subject with his/her personal data and where possible, to transmit that data directly to another data controller, (known as the right to data portability), (where applicable) [Only applies where the processing is based on consent or is necessary for the performance of a contract with the data subject and in either case the data controller processes the data by automated means.
    6. The right, where there is a dispute in relation to the accuracy or processing of your personal data, to request a restriction is placed on further processing.
    7. The right to object to the processing of personal data, (where applicable) [Only applies where processing is based on legitimate interests (or the performance of a task in the public interest/exercise of official authority); direct marketing.
    8. The right to lodge a complaint with the Information Commissioners Office.
8. Further processing
  1. If we wish to use your personal data for a new purpose, not covered by this Data Protection Notice, then we will provide you with a new notice explaining this new use prior to commencing the processing and setting out the relevant purposes and processing conditions. Where and whenever necessary, we will seek your prior consent to the new processing.
9. Contact Details
  1. To exercise all relevant rights, queries of complaints please in the first instance contact the Managing Director, Edward Birks on 01844 355906 or via e-mail directors@Langstaff-ellis.co.uk.
  2. The Seller may publish photographs and comments on social media, the internet and in marketing documents which may have reference to a specific order but the Seller will not divulge any personal information.
10. Other
  1. The Buyer is responsible for all planning permissions, regulations and legal permissions with all work carried out by the Seller. The work carried out by the Seller is at the request of the Buyer even if it does not meet legal requirements.
  2. The Seller will not accept responsibility for the security of a home or building or to lock a house or building on behalf of the owner. The responsibility for the security of any building lay wholly with the Buyer. The Seller is not responsible for any loss, damage or breach of security at any point.

Delays, storage and accepting delivery agreement

Delays

A provisional booked schedule will be issued upon receipt of cleared funds of the commissioning deposit. This will normally be set out in line with your desired installation slot, whether that is a preferred time of the year or to suit a building schedule, Langstaff-Ellis will endeavour to meet your requirements, alongside our own schedule of projects. The availability of dates is subject to our own schedule of works so we will always try and accommodate as close as possible to the requested installation slot.

As with any individual commissioned project of a bespoke nature, the initial meeting and design process can begin anywhere from 6 months to 36 months or more from the installation, especially with build work involved, and having a set-in-stone installation date so early on is very difficult to ascertain due to the unexpected delays which can happen on site/during the finalisation process.

We use the provisional schedule as a guide to work towards up until 8 weeks prior to the installation date given on this schedule. Once we are within this 8 week period, the date becomes confirmed officially. Therefore within this period, should there be any delays in the installation slot, Langstaff-Ellis cannot guarantee the requested delay can be met due to the imminence of the original agreed date. Langstaff-Ellis will always endeavour to meet the delay request and if feasible, then we most certainly will, but Langstaff-Ellis cannot guarantee this and it may mean that the installation slot will have to fall in line with our own schedule at the next available opportunity.

Storage

Should the project in question need to be delayed, Langstaff-Ellis will store the project for up to 4 weeks past the original agreed delivery date. After 4 weeks, a storage fee of £100.00 + VAT per week will be chargeable.

Accepting Delivery

On the provisional schedule issued at the commissioning stage, as well as the confirmed schedule at the 8 week cut-off stage, there will be a delivery date given which is when the project in question will be delivered to site ready to begin the installation.

For larger projects, which normally span a 4-14 working day install duration, we normally endeavour to deliver the day before the first day of installation, and for small projects, which normally span a 1-3 working day install duration, we normally look to deliver on the same day as the first day of installation.
Upon delivery of the project, the safe storage and security of such becomes the responsibility of the Buyer and a delivery sign off sheet will be presented for signing by the Buyer to confirm acceptance of the goods and transfer of responsibility. Please see our terms and conditions enclosed for full details.