Trading Terms

These terms and conditions set out the basis upon which goods and services are supplied by JOR Property Ltd.

1 INTERPRETATION

The following expressions shall have the following meanings:

“Seller” means JOR Property Ltd, a limited company registered in Scotland, company registration number SC341233, registered office Amicable House, 252 Union Street, Aberdeen, Aberdeenshire, AB10 1TN;

1.2 “Customer” means any person or company who purchases Services and/or Goods from the Seller;

1.3 “Proposal” means a statement of work, quotation or other similar document describing the Services and/or the Goods;

1.4 “Services” means the services as described in the Proposal and includes any materials required to complete the work;

1.5 “Goods” means any Products supplied by the Seller to the Customer;

1.6 “Terms and Conditions” means the terms and conditions of supply of Services and/or Goods set out in this document and any subsequent terms and conditions agreed in writing by the Seller;

1.7 “Order” means the acceptance by the Customer of the Proposal;

1.8 “Agreement” means the contract between the Seller and the Customer for the provision of the Services and/or Goods incorporating these Terms and Conditions;

1.9 “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;

2 GENERAL

2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services and/or Goods by the Seller to the Customer and shall supersede any other documents or communication between the Seller and the Customer.

2.2 Any variation to the Terms and Conditions must be agreed in writing by the Seller.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Seller may be entitled in relation to the Services and/or Goods, by virtue of any statute, law or regulation.

2.4 Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.

3 PROPOSAL

3.1 The Seller shall provide the Customer with a proposal for the services to be provided, which shall set out:

a) The services which the Seller will undertake for the Customer.
b) The price which the Customer shall be charged for the performance of the services including:
Any fees which the Seller shall charge.
Any disbursements or expenses which the Seller will require the Customer to meet (including, but not limited to, the prices of materials).

iii. Any VAT (value added tax) which will be payable by the Customer.

3.2 The Proposal for Services and/or Goods shall remain valid for a period of 14 days.

3.3 The Proposal must be accepted by the Customer in its entirety.

3.4 The Customer shall be deemed to have accepted the Proposal by placing an Order with the Seller.

4 SERVICES, GOODS AND DELIVERY

4.1 The Services and/or Goods are as described in the Proposal.

4.2 Any drawings, descriptions or specifications contained in advertising material, brochures or catalogues issued by the Seller are for the sole purpose of giving an approximate idea of the Goods and/or Services and will not form part of any Agreement unless otherwise agreed in writing by the Seller.

4.3 Time frames and dates of delivery are provided for guidance only and the Seller makes no guarantee that the services will be performed within the specified period. Time for delivery shall not be of the essence of the Agreement and the Seller shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.

4.4 Where any designs or patterns or specifications have been supplied by the Customer for manufacture by or to the order of the Seller, the Customer warrants that the use of those designs, patterns or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the intellectual property or other rights of any third party. The Customer shall indemnify and keep indemnified the Seller against any loss in respect of any proceedings or otherwise resulting from any infringement of any letters, patent, copyright, registered design, registered trademark or any other protection subsisting in favour of any third party in any such pattern or specification.

4.5 Whilst the Seller is pleased to undertake insurance work, this is only done on the understanding that the Customer is responsible for paying the Sellers invoice, not the insurance company. The Seller is unable to deal with insurance companies direct unless agreed in writing between all parties.

5 PRICE AND PAYMENT

5.1 The price for Services and/or Goods is as specified in the Proposal and is inclusive of VAT and any other charges as outlined in the Proposal.

5.2 The price for any materials required to complete the Services is inclusive in the Proposal.

5.3 The terms for payment are as specified in the Proposal.

5.4 The Customer must settle all payments for Services and/or Goods 7 days from receipt of invoice.

5.5 The Customer will pay interest on all late payments at a rate of 8% per annum above the base lending rate of The Bank of England. Compensation will be claimed for debt recovery costs under late payment legislation, if not paid within the specified payment terms.

5.6 Unless otherwise agreed by the Seller, proposals that are £1,000 Gross (inclusive of VAT), or higher, are due to be paid by the customer in instalments, details as follows:

50% deposit of the vat inclusive proposal is payable by the customer prior to the Seller arriving on site to commence works.
40% of the vat inclusive proposal is split weekly over the estimated duration of the works, and payable by the customer weekly e.g. for works scheduled over a 4 week period, payment would be 10% each week, or for works scheduled over an 8 week period, payment would be 5% each week.
10% is payable by the customer upon practical completion of the job, payable 7 days from receipt of invoice.

5.7 The Customer is not entitled to withhold any monies due to the Seller.

5.8 The Seller is entitled to vary the price to take account of:

a) any additional Services and/or Goods requested by the Customer which were not included in the original Proposal;
b) any variation to the Services and/or Goods requested, including, but not limited to make/model, type, size, quality etc;
c) any increase in the cost of materials;
d) any additional work required to complete the Services which was not anticipated at the time of the Proposal.

6 CUSTOMER OBLIGATIONS

6.1 The Customer will provide access to the Seller to the property where proposed works are to be carried out, assuring that such access is appropriate and adequate, and will co-operate with all reasonable requests by the Seller.

6.2 The Customer will provide electricity, water and toilet facilities (unless otherwise agreed).

6.3 The Customer will apply for, obtain and meet the cost of all necessary approvals and permissions required to complete the Services prior to the commencement of the work (unless otherwise agreed).

6.4 The Customer will take all reasonable steps to ensure that the Seller does not sustain any damage or loss to any equipment stored on site. Where the Seller stores or keeps any materials or equipment at the customers site, the Customer shall be responsible for the security and safety of such and shall account to the Seller for any loss or damage.

6.5 The Customer shall be liable for any expenses incurred by the Seller as a result of the Customers failure to comply with the obligations as defined by these Terms and Conditions.

6.6 The Customer shall be responsible for the correctness of all measurements for products/materials and product types which the Customer provides the Seller. Where these are not correct and accordingly materials or products which are ordered or provided by the Seller are the wrong, the Customer shall bear the expense of rectifying this.

7 SELLER OBLIGATIONS

7.1 The Seller shall supply the Services and/or Goods as specified in the Proposal.

7.2 The Seller shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.

7.3 The Seller shall comply with all relevant health and safety regulations.

7.4 If applicable, the Seller shall notify building control to arrange for an inspection of the works carried out if so required to do so in terms of the relevant building regulations.

7.5 In addition to the undertakings specified in Clause 7.4 the Seller shall ensure that all necessary licences and permissions required to provide the Services and/or Goods are current.

7.6 The Seller shall take all reasonable care with the Customers property, including taking reasonable steps to protect the Customers furnishings, fittings, wall, ceiling and floor coverings during the provision of the services.

7.7 The Seller shall be responsible for all waste management and disposal required in the course of providing the Services and/or Goods (unless otherwise agreed).

7.8 The Seller shall hold valid employer and public liability insurance policies.

8 CANCELLATION

The Customer may cancel an Order for Services and/or Goods by notifying the Seller in writing. The Customer shall be entitled to a full refund of any monies paid to the Seller, less a charge for any materials used/ordered and any work started, and an amount representing any reasonable administration costs.

9 INSPECTION OF GOODS AND SERVICES

The Customer shall inspect the Goods and/or the Services on delivery and notify the Seller of any damaged, missing or defective items or work within 7 days from the date of completion of the job.

10 DEFECTIVE GOODS AND SERVICES

10.1 The Seller guarantees that the Services and/or Goods will be free from defects in materials and/or workmanship for a period of 12 months from the date that the Services and/or Goods were supplied. Certain works warrant longer guarantees and will be discussed with the Customer on a case by case basis.

10.2 Clause 10.1 does not apply:

if a fault arises due to any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Services and/or Goods after risk has passed to the Customer;
if a fault arises due to wilful damage, abnormal working conditions, failure to follow instructions, misuse, alteration or unauthorised repair, improper maintenance or negligence on the part of the Customer or a third party.

10.3 If the Services and/or Goods are found to be defective in accordance with these Terms and Conditions then the Seller shall, at its sole discretion, either repair, re-perform or replace the Services and/or Goods or refund any monies paid for the defective Services and/or Goods.

10.4 If the Customer has not paid for the Services and/or Goods in full by the date the defect in Services and/or Goods is notified to the Seller, then the Seller has no obligation to remedy the defect in terms of this Clause10.

11 PROPERTY AND RISK

11.1 Any property rights, title or ownership in any property or materials which are used by the Seller in providing or delivering the service shall remain with the Seller until the Customer has made payment in full in accordance with these Terms and Conditions.

11.2 Adequate insurance should be held by both parties to protect the Goods or any property or materials that are within their care.

11.3 The Customer must store any property or materials belonging to the Seller separately from any other property or materials belonging to the Customer or a third party.

12 TERMINATION

12.1 The Agreement shall continue until the Services (or any mutually agreed addition or variation thereof) and/or Goods have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.

12.2 The Customer may terminate the Agreement if the Seller fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 7 days after notification of non-compliance is given.

12.3 The Seller may terminate the Agreement if the Customer has failed to make over any payment due of the sum being requested.

12.4 Either party may terminate the Agreement by notice in writing to the other if:

the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
the other party ceases to carry on its business or substantially the whole of its business; or
the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

12.5 In the event of termination, the Customer must make over to the Seller any payment for work done and expenses incurred up to the date of termination.

12.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.

13 WARRANTIES

13.1 Both parties warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.

13.2 The Seller warrants that the Services will be performed using all reasonable skill and care.

14 LIMITATION OF LIABILITY

14.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury.

14.2 The Seller shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

14.3 For the avoidance of doubt, time shall not be of the essence and the Seller shall incur no liability to the Customer in respect of any failure to complete the Services or supply the Goods by any agreed completion date.

15 INDEMNITY

The Customer shall indemnify the Seller against all claims, costs and expenses which the Seller may incur and which arise directly or indirectly from the Customer’s breach of any of its obligations under these Terms and Conditions.

16 INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, registered or unregistered, including but not limited to patents, trademarks, design rights and know-how remain the property of the Seller and cannot be used by the Customer without the written permission of the Seller.

17 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, industrial action, accidents, war, fire, thread of terrorism, civil disturbance or rioting, government or regulatory action, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

18 RELATIONSHIP OF PARTIES

Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.

19 ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under the Agreement without the prior written consent of the Seller.

20 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

21 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

22 NOTICES

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent. If given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

23 THIRD PARTY RIGHTS

Nothing in these Terms and Conditions intend to or confer any rights on a third party.

24 ENTIRE AGREEMENT

These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.

25 GOVERNING LAW AND JURISDICTION

The Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Scotland and the parties irrevocably agree that the courts of Scotland shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).