ACCOMMODATING CABINS

STANDARD CONDITIONS OF SALE

1. INTERPRETATION
1.1 In these Conditions the following words and expressions have the following meanings:
"Buyer" means the person(s), firm or company who purchases Goods from the Company;
"Company" means ACCOMMODATING CABINS LIMITED, a company registered in England with company number 05144201 whose registered office is at 7 Foundry Walk, Thrapston, Kettering, Northamptonshire, NN14 4LS;
"Contract" means any contract between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions;
"Delivery Date" means the date specified by the Company and agreed with the Buyer as the date on which the Goods are to be delivered to the Buyer;
"Delivery Point" means such location as the Buyer shall direct for the delivery of the Goods;
"Deposit" means:
i) in the case of new-build cabins, 25% of the total price of the Goods;
ii) in the case of second-hand and refurbished cabins, 40% of the total price of the Goods;
"Goods" means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them) and specifically new-build, second-hand and/or refurbished cabins;
"Invoice" means the invoice for the Goods sent to the Buyer by the Company;
"Loss" means any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and any similar loss), costs, damages, charges or expenses howsoever caused or arising, including as a result of breach of contract, tort and/or negligence.

1.2 In these Conditions:
1.2.1 references to any statute or statutory provision shall be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;
1.2.2 words denoting the singular shall include the plural number and vice versa and words denoting the masculine gender shall include the feminine and neuter genders and references to a person include bodies corporate, unincorporated associations, organisations, firms and partnerships;
1.2.3 headings are for convenience only and do not affect the interpretation of these terms and conditions. The word “including” shall be construed without limitation.
2. APPLICATION OF TERMS AND CONDITIONS
2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Company by way of acknowledgement of order.
2.2 Subject to any variation under condition 2.5, the Contract shall be on the terms and conditions contained in these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). Subject to any variation under condition 2.5, these Conditions (together with the Contract) are the only terms and conditions on which the Company is prepared to deal with the Buyer in respect of the Goods.
2.3 In the event of any inconsistency between the terms and conditions of the Contract and these Conditions, these Conditions shall prevail.
2.4 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.5 These Conditions apply to all the Company’s sales of Goods to the Buyer and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract or these Conditions.
3. QUOTATION AND ACCEPTANCE
3.1 Every quotation given by the Company constitutes an invitation to treat. Any such quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it by notice in writing. Where the Buyer purport to accept a quotation after the 30 day period has elapsed, the Company reserves the right to revise the quotation.
3.2 All quotations given by the Company are based on the information provided to the Company by the Buyer. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.3 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
3.4 No order for Goods placed by the Buyer (whether in response to a quotation or otherwise) shall be deemed or taken to be accepted by the Company until a written acknowledgement of order or an Invoice is issued by the Company.
3.5 In addition to all prices, costs and charges stated in any quotation, the Company reserves the right to apply additional charges in relation to the following (to the extent applicable and unless specifically provided for in the quotation at the request of the Buyer):
3.5.1 late night/weekend working;
3.5.2 compliance with the Construction (Design and Management) Regulations 1994;
3.5.3 any site preparation or reparation works required for delivery of the Goods, including the laying of a track way, provision of access ramps/steps, laying foundations, supplying/commissioning mains services to the site and making good following delivery;
3.5.4 attendances by the Company's employees at any safety/induction courses required by the Buyer;
3.5.5 if delivery of the Goods is delayed at the Delivery Point, through any fault or delay of the Buyer's, all related costs and expenses incurred by the Company as a result of such delay, including the cost of any drivers or other employees delayed at the Delivery Point, and additional charges for the extended hire of any HIAB vehicle or crane.
4. PRICE AND PAYMENT

4.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s price list published on the Delivery Date. Unless otherwise stated, all such prices are stated on an ex-works basis and all costs or charges in relation to unloading, carriage and insurance shall be paid by the Buyer.
4.2 Payment of the price for the Goods shall be made in pounds sterling. The price for the Goods shall be exclusive of any value added tax which shall be paid in addition by the Buyer at the prevailing rate where and to the extent applicable. No payment shall be deemed to have been made until the Company has received it as cleared funds. All amounts due under the Contract and these Conditions from the Buyer to the Company shall be paid in full without any deduction or set off or withholding other than as required by law.
4.3 The Buyer shall pay the Deposit immediately on receipt of a written acknowledgement of order or Invoice from the Company. The balance of the price on the Goods shall be payable not less than 7 days prior to the Delivery Date unless otherwise agreed by the Company in writing. Time for payment shall be of the essence.
4.4 Any additional charges applied under clause 3.5 shall be payable in addition to the price for the Goods within 5 days of receipt of an Invoice for the same from the Company.

4.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract and/or these Conditions, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4.6 The Buyer shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company due or in exercising its rights pursuant to this clause 4.
5. DESCRIPTION OF GOODS
5.1 The description of the Goods shall be as set out in the Company’s quotation.
5.2 All samples, drawings, photographs, descriptive matter, specifications and advertising issued by the Company in respect of Goods and any descriptions or illustrations contained in the Company’s catalogues, brochures or other marketing materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor these Conditions and neither the Contract nor these Conditions is a sale by sample.
5.3 The Company reserves the right to make minor alterations to the design, specification or construction of Goods without prior notification to the Buyer.
6. MANUFACTURE AND DELIVERY
6.1 Where the Goods comprise a new-build cabin, on receipt of the Deposit, the Company shall commence manufacture of the Goods. If the Buyer wishes to amend the specification of the Goods, this must be notified to the Company, in writing, before manufacture has commenced. In the event that such notification is received after the manufacturing process has started, additional costs may be charged to the Buyer for any amendment to the specification.
6.2 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Delivery Point. Delivery will be scheduled on the following assumptions:
6.2.1 there will be adequate access to the Delivery Point for an articulated vehicle;
6.2.2 the Buyer has obtained such planning permission and buildings regulation approval as may be necessary or prudent;
6.3 where appropriate, the Buyer has obtained any local building control approval.
6.4 The Buyer shall take delivery of the Goods on the Delivery Date or at such other time as the Company shall specify to the Buyer. In any event, the Buyer will take delivery of the Goods within 10 days of the Company giving it notice that the Goods are ready for delivery.
6.5 Any Delivery Date specified by the Company for delivery of the Goods in any quotation or in any acknowledgement of order is intended to be an estimate and time for delivery shall not be made of the essence by notice. If no Delivery Date is so specified, delivery shall be within a reasonable time.
6.6 The Company shall not be bound to deliver the Goods unless and until the Buyer has paid for them in full.
6.7 Save as is provided in other Conditions, the Company shall not be liable for any Loss caused by or resulting from any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.
6.8 If for any reason the Buyer fails to accept delivery of any of the Goods on the Delivery Date , or if the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate access, instructions, documents, licences or authorisations, then:
6.8.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence) whether or not property in the Goods has passed in accordance with condition 9;
6.8.2 the Goods shall be deemed to have been delivered; and
6.8.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including storage and insurance).
6.9 Goods shall be delivered by means of a HIAB vehicle. The Buyer shall, unless otherwise agreed with the Company, provide at the Delivery Point and at its own expense adequate and appropriate equipment and manual labour for unloading the Goods.
7. NON-DELIVERY
7.1 The Company shall not be liable for any Loss caused by or resulting from any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the Delivery Date.
7.2 Any liability of the Company for any Loss resulting (whether directly or indirectly) from any non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at a pro rata rate against any Invoice raised for such Goods.
8. QUALITY
8.1 The Company warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
8.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1994;
8.1.2 be reasonably fit for purpose; and
8.1.3 be reasonably fit for the particular purpose for which the Goods have been bought if the Buyer has made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company;
PROVIDED THAT where the Goods comprise a second hand or reconditioned cabin, such Goods shall be sold as seen and the Company gives no warranty as to the condition of the Goods. The Buyer shall be deemed to have inspected such Goods and satisfied himself as to the condition of such Goods and that the same are fit for the purpose for which he intends to use such Goods.

8.2 The Company shall not be liable for a beach of any of the warranties in condition 8.1 unless:
8.2.1 the Buyer gives written notice of the defect and an explanation of the alleged deficiencies to the Company within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and
8.2.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods.

8.3 The Company shall not be liable for a breach of any of the warranties in condition 8.1 if:
8.3.1 the Buyer makes any further use of such Goods after giving such notice; or
8.3.2 the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice of if the defect was caused by wilful damage, negligence (other than by employees or agents of the Company), accident, misuse, or neglect; or
8.3.3 the Buyer alters or repairs such Goods without the written consent of the Company.

8.4 Subject to clause 8.2 and 8.3, if any of the Goods do not conform with any of the warranties in clause 8.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.

8.5 If the Company complies with condition 8.4 it shall have no further liability for a breach of any of the warranties in condition 8.1 in respect of the Goods.

9. RISK AND TITLE
9.1 The Goods are at the risk of the Buyer from the time of delivery.
9.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
9.2.1 the Goods; and
9.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
9.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
9.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
9.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.3.3 (at its own expense) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
9.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
9.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
9.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
9.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
9.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his or its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the grant of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
9.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or these Conditions or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
9.5.3 the Buyer encumbers or in any way charges any of the Goods.
9.6 In the event of the Buyer's right to possession of the goods terminating, the Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
9.7 The Buyer grants the Company, its agents and employees an irrevocable licence, at any time, to enter any land where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
9.8 If any of the events set out in conditions 9.5.1, 9.5.2 or 9.5.3 occur or if the Buyer shall fail to make payment of any sum in full when such payment is due to be made to the Company, then without prejudice to any other right or remedy to which the Company may be entitled, the Company may at its absolute discretion terminate the Contract (including these Conditions).
9.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 9 shall remain in effect.
10. CANCELLATION
10.1 The Company may at any time prior to any Goods being delivered cancel any order for those Goods without any liability for any Loss caused by or resulting from such cancellation.
10.2 In the event that the Company cancels any order for Goods in accordance with clause 10.1, the Company will reimburse the Buyer in full for any sums then paid by the Buyer in respect of the Goods.
10.3 In the event that the Buyer cancels the Order after the Company has issued an Invoice, the Buyer shall be liable to pay to the Company;
10.3.1 25% of the value of the Invoice; or
10.3.2 the total amount of any costs already incurred by the Company in respect of the Contract;
whichever is the greater.

11. LIMITATION OF LIABILITY
11.1 Subject to conditions 6, 7 and 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
11.1.1 any breach of the Contract and/or these Conditions;
11.1.2 any use made or resale by the Buyer of any of the Goods; and
11.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 Except where the Buyer is a consumer within the meaning of regulation 3(1) of the Unfair Terms in Consumer Contracts Regulations 1999 or regulation 2 of the Sale and Supply of Goods to Consumers Regulations 2002 or deals as a consumer within the meaning of section 12 of the Unfair Contract Terms Act 1977, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract and these Conditions.
11.3 Nothing in the Contract or these Conditions excludes or limits or purports to exclude or limit the liability of the Company:
11.3.1 for death or personal injury caused by the Company’s negligence;
11.3.2 under section 2(3) of the Consumer Protection Act 1987;
11.3.3 for any matter which it would be illegal or unlawful for the Company to exclude or attempt to exclude its liability; or
11.3.4 for fraud or fraudulent misrepresentation.
11.4 Subject to conditions 11.2 and 11.3:
11.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract and/or these Conditions shall be limited to the value of the Goods; and
11.4.2 the Company shall not be liable to the Buyer for any economic loss, loss of profit, loss of business, depletion of goodwill or otherwise howsoever, in each case whether direct, indirect or consequential, (howsoever caused) which arise out of or in connection with the Contract and/or these Conditions or the sale of Goods to the Buyer.
11.5 NOTHING IN THIS AGREEMENT SHALL OPERATE TO OR PURPORTS TO OPERATE TO AFFECT THE STATUTORY RIGHTS OF THE BUYER WHERE THE BUYER IS A CONSUMER WITHIN THE MEANING OF REGULATION 3(1) OF THE UNFAIR TERMS IN CONSUMER CONTRACTS REGULATIONS 1999 OR REGULATION 2 OF THE SALE AND SUPPLY OF GOODS TO CONSUMERS REGULATIONS 2002 OR DEALS AS A CONSUMER WITHIN THE MEANING OF SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977.
12. ASSIGNMENT
12.1 The Company may at any time assign, transfer, charge or otherwise in any manner dispose of or deal with the Contract or any of its rights under it or sub-contract any of its obligations under it.
12.2 The Buyer shall not be entitled to assign, transfer, charge or otherwise in any manner dispose of or deal with the Contract or any of its rights under it, or purport to do so, without the prior written consent of the Company.
13. SEVERANCE
13.1 If any provision (or part provision) of the Contract and/or these Conditions shall be found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions or the rest of the provision (as the case may be) of the Contract and/or these Conditions, which shall remain in full force and effect.
14. WAIVER AND REMEDIES
14.1 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract and/or these Conditions does not constitute a waiver of any of its rights under the Contract and/or the Conditions. Any waiver by the Company of a breach of, or default under, any of the terms of the Contract and/or these Conditions does not constitute a waiver by the Company of any other breach or default and shall not affect the other terms of the Contract and/or these Conditions.
14.2 The rights and remedies of the Company provided in the Contract and/or these Conditions are not exclusive of any rights or remedies provided by law.
15. FORCE MAJEURE
15.1 The Company reserves the right to defer the Delivery Date or to cancel the Contract (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business (or part of its business) due to circumstances beyond the reasonable control of the Company including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
16. NOTICES
16.1 Any notice or other communication from the Company to the Buyer or vice versa in respect of the Contract and/or these Conditions or their subject matter shall be in writing (which shall exclude facsimile transmission and electronic mail) signed by or on behalf of the party giving it and shall be served by delivering it by hand or by sending it from within the United Kingdom by prepaid first class post to the address of the party on which it is being served as set out in the Contract.

17. THIRD PARTY RIGHTS
17.1 The Contract and these Conditions are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit or create any right enforceable by any other person (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
18. GOVERNING LAW AND JURISDICTION
18.1 The Contract and these Conditions shall be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the courts of England in respect of any dispute or claim arising out of the Contract or these Conditions or their subject matter.

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