Middleton Design: Conditions of Sale

1. Basis of the Sale

1.1. Middleton Design (hereinafter referred to as "MD") will sell and you the customer (hereinafter referred to as "Customer") shall purchase the Goods. These conditions ("Conditions") set out the agreement between us.

1.2. "The Goods" shall mean the goods and/or services to be supplied by MD in accordance with these Conditions.

1.3. MD may change the delivery and details of the plan and schedule of fittings to reflect any of the site requirements not known at the date of quotation. Any alterations required to be made to the specification of the Goods and fittings necessitated by any supply difficulties, or any other factor out of MD's control shall be made by MD provided that such alteration is reasonable given the circumstances.

1.4. It is the responsibility of the Customer to read these conditions carefully. Issues should be raised prior to signing.

1.5. The Customer is responsible for ensuring that the specification and other performance requirements are accurate and sufficient for the delivery of the Goods.

2. Price of the Goods

2.1. Subject to your prior approval, which shall not be unreasonably withheld, MD may increase the price of the Goods (as quoted or otherwise appropriate) to reflect any cost increase resulting from any alterations made by the Customer to the specification of the Goods or plan and schedule of fittings. Increases shall in all events be reasonable and reflect additional costs incurred.

3. Payment

3.1. The Customer shall pay a deposit of 50% of the price of the Goods at the commencement of the contract.

3.2. Subject to clauses 1.3, 2.1 and 3.3 the Customer may cancel the order with MD's written consent and then only upon payment or reasonable cancellation charges to cover expenses already incurred or committed by MD or other losses suffered by MD as a result of the cancellation. In the even of cancellation within 4 weeks from the date of Delivery the customer shall pay the full price.

3.3. The Customer shall pay 40% of the price of the Goods 10 days prior to the originally agreed date of Delivery irrespective of any subsequent agreed changes to the delivery date.

3.4. The Customer shall pay 10% of the Price of the Goods on the day of completion of the installation.

3.5. If "Effective Payment" is not made within 5 working days of the above defined due dates the MD shall be entitled to terminate the contract without liability to the Customer or treat the contract as in suspension and unilaterally extend the date for Delivery. Interest will be charged on any late payment at a rate of 8% per annum above Barclays base rate.

3.6. Effective Payment shall mean either the exchange of cash GBP Sterling in the appropriate sums or successful transfer of appropriate sums into the bank account of MD.

4. Delivery

4.1. Delivery of the Goods shall be made by MD delivering the Goods to the place stated in the contract. (MD shall install the Goods in accordance with the plan and schedule of fittings.)

4.2. It is MD's intention to deliver at the time specified in the contract however MD shall be entitled to deliver at any reasonable time befitting the circumstances. If there is reason to believe that the Delivery date is going to be delayed beyond 2 weeks from the agreed date then MD shall provide reasonable notice and rearrange alternative delivery.

4.3. In the event the Customer fails to affect delivery or provide adequate delivery instructions then, without prejudice to any other rights, MD may charge for any abortive work and any storage costs for the Goods.

5. Risks and Ownership

5.1 Risk shall pass to the Customer on completion of the installation of the Goods.

5.2. All ownership rights shall remain with MD until all payments have been made effective and only then shall ownership transfer.

5.3. In the event that any payment fails to be made effective then, without waiving any other rights, MD can recover the Goods and with Customers agreement enter the Customer's premises for that purpose.

6. Liability

6.1. Any claim made by the Customer which is based on any defect in the quality or condition of the Goods shall be notified to MD within 14 days from the date of delivery or within a reasonable time from discovery of the defect or failure. Failure to serve notice will waive any rights the Customer has to reject the Goods.

6.2. Where any valid claim is notified to MD in accordance with clause 6.1 then the Customer can either i). require MD to repair the Goods (or the part in question) free of charge or ii). Reject the Goods (being the part in Question) and have the price refunded (or the appropriate proportion of the price). With respect the Goods MD shall have no other liability towards the Customer.

6.3. During the installation of the Goods MD shall only be liable to the Customer for any material and/or physical damage to the Customer's property caused by MD's negligence. This liability shall in no case exceed £500.

6.4. MD accepts full liability for death and/or personal injury arising as a result of MD's negligence.

6.5. The Customer statutory rights are not affected by anything in these conditions.

7. Force Majeure

7.1. If for any reason beyond the reasonable control of MD, MD are unable to comply with these conditions then MD shall not be liable to the Customer and not be in breach of this agreement.

8. General

8.1. If on any occasion MD agree to take no action against the Customer then the Customer should not assume that MD will do the same on another occasion.

8.2. If any provision of these conditions is held to be invalid or unenforceable then this will not invalidate the rest of the agreement.

8.3. The contract and these conditions are subject to English law and the jurisdiction of the English Courts.