Terms and Conditions of Business

The ?Company? is Henley Garden Buildings Limited (Company No:5660113) and our Registered Office is at: 10-14 Accommodation Road, London NW11 8ED

You are our ?Customer? and the person(s) firm or company who purchases the Henley from the Company

?Henley?: the Henley office(s) specified in the order confirmation

These Terms and Conditions are the only basis on which the Company undertakes business and constitute the entire Agreement between the parties. For the avoidance of any doubt no terms or conditions which the Customer purports to apply under any purchase order, specification or similar document will form part of the Agreement.

1. Orders
1.1 All orders will be formally accepted by the Company by the issue of an order confirmation. An order confirmation will only be issued following receipt of an order together with the requisite deposit.
1.2 If for whatever reason no formal order confirmation is issued by the Company, the Customer in accepting delivery and installation of the Henley shall be bound by these Terms and Conditions.
1.3 Once the order confirmation has been issued by the Company to the Customer it may only be cancelled or the installation date deferred with the written agreement of the Company signed by a director and on the condition that the Customer indemnifies the Company for all costs incurred as a result of the cancellation or deferment including labour, materials, any other charges and expenses.

2. Installation
2.1 The Henley shall be installed by the Company at the address specified in the order confirmation unless otherwise agreed in writing. For the avoidance of any doubt the Henley is installed as an empty unit.
2.2 Any date specified by the Company in the order confirmation for the installation of the Henley is approximate only and will be confirmed by the Company at least 5 working days before installation. This date shall not be made of the essence by virtue of this confirmation. Where no dates are specified, installation will be within a reasonable time. Subject to the other provisions of these Terms and Conditions the Company will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or in the actual installation of the Henley, nor will delay in installation entitle the Customer to terminate or rescind the Agreement. Any liability of the Company for non-delivery of the Henley shall be limited to refunding the deposit (if any).
2.3 The Customer must ensure that the installation site is easily accessible and there is adjacent all day parking for a 7.5 tonne lorry. In addition that the installation site is sound, level and free from any obstructions or dangers. For all Henley models other than the Compact Office range ?sound? means that the Customer must ensure that a hardstanding base is provided on which to install the Henley. The Company shall use all reasonable endeavours not to cause damage to the Customer?s property and shall make good any damage caused.
2.4 If in the reasonable opinion of the Company the installation site does not comply with any of the requirements set out in Clause 2.3 the Company may in its absolute discretion either defer installation until such time as the Customer has resolved the matter to the Company?s reasonable satisfaction or the Company may cancel the Agreement by written notice with immediate effect. The Customer shall indemnify the Company for all additional costs incurred due to any such deferment. Where the Agreement is cancelled pursuant to this Clause the Customer?s deposit will be returned less an amount in respect of all the Company?s charges and expenses in connection with the Agreement up to the time of such cancellation. Where the installation has been deferred but the Customer has not resolved the matter to the Company?s reasonable satisfaction within 28 days of the original installation date then the Company may immediately cancel the Agreement and return the Customer?s deposit less an amount in respect of all the Company?s charges and expenses as set out above.
2.5 On completion of the installation the Company will issue an installation checklist for counter signature by the Customer confirming that the Henley has been installed to the Customer?s satisfaction and following the payment of the balance of the price the keys of the Henley will then be formally handed over. It is the Customer?s responsibility to arrange for a qualified electrician to connect the Henley to the Customer?s electricity supply and the Company excludes all liability in this respect. If the Company provides the name of an electrician to the Customer, it is the Customer?s responsibility to satisfy themselves that the electrician is suitably qualified and competent to carry out the work and the Company excludes all liability in this respect.

3. Warranty
3.1 The Henley is designed to have a life of 20 years but no guarantee or warranty is given to this effect. However, the Company warrants that the structural elements of the Henley will be free from any significant defect for a period of 5 years from the date of the Agreement for purchase. For the purposes of this clause "structural elements" means the floor, roof and external walls of the Henley but not the internal cladding, windows or door. In addition, the Company warrants that upon installation the Henley shall be free from any significant defect in other materials or workmanship.
3.2 If the Henley does not conform to these warranties the Company will take such steps as it deems necessary to bring the Henley into a condition where it is free from such defects or, at the option of the Company, refund the purchase price of the Henley to the Customer provided that the liability of the Company shall not in any event exceed the total purchase price of the Henley and the taking of the steps it deems necessary shall constitute an entire discharge of the Company's liability under this warranty. If the Company opts to refund the purchase price, the Customer shall provide the Company with access and all reasonable assistance so that it may remove the Henley whereupon ownership shall vest in the Company.
3.3 The Company shall not be liable for a breach of the warranty set out above relating to workmanship and materials other than ?structural elements?, unless the Customer gives written notice to the Company within one month from the date upon which the Customer signs the installation checklist referred to in clause 2.5 and the Company is given a reasonable opportunity after receiving the notice of examining the Henley.
3.4 The Company shall not be liable for a breach of the warranty set out above caused by any settlement or subsidence of the installation site.
3.5 Any repaid or replaced goods will be guaranteed on these terms for the unexpired portion of the one month period.
3.6 All warranties, conditions and other terms implied by statute or Common Law (save for conditions implied by Section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law, excluded from the Agreement.
3.7 Nothing in these Terms and Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.

4. Alteration in Specification
The Company reserves the right to make any changes in the specification of the Henley which do not materially alter its quality or function or where it is necessary to conform to any applicable safety or other statutory requirements.

5. Planning
The Customer shall ensure that the installation of the Henley does not contravene any planning or other regulation or legislation and the Company accepts no responsibility for the failure of the Customer to comply with such regulations or legislation and the Customer shall indemnify the Company in respect of any failure to do so.

6. Property and Risk
The risk in the Henley shall pass to the Customer upon handover of the keys to the Henley and responsibility for effecting and maintaining insurance cover passes to the Customer at that time. Title in the Henley shall not pass to the Customer until the Company has received payment in full (whether in cash or cleared funds) of all sums due to it in respect of the Henley.

7. Price and Payment Terms
7.1 The price and delivery charge for the Henley shall be in accordance with the price list issued by the Company from time to time and shall be set out in the order confirmation. The price and delivery charge shall be exclusive of any value added tax or any other applicable tax which the Customer shall pay in addition.
7.2 Subject to other provisions in these Terms and Conditions a deposit of 20% of the full purchase price is payable on ordering the Henley from the Company. The balance of the price is payable before the keys to the Henley are handed over to the Customer (the due date). Time for payment shall be of the essence.
7.3 The Customer shall make the full payment due without any deduction whether by way of set-off, counterclaim or otherwise and no payment shall be deemed to have been received until the Company has received cleared funds.
7.4 The Company reserves the right to alter the price list at any time.

8. Failure to Make Payment
8.1 If the Customer fails to pay the full payment on the due date then without prejudice to its other rights and remedies the Company may charge interest both before and after judgement on the amount unpaid at the rate of 5% per annum above the HSBC Bank Plc base lending rate from time to time compounded monthly until payment is made in full with a part of a month being treated as a full month for the purposes of calculating interest. Notwithstanding this provision, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.2 Notwithstanding the above, if full payment has not been made on the due date, the Agreement may be terminated forthwith by the Company serving not less than 48 hours written notice to the Customer, whereupon the Company shall be entitled to remove the Henley and for such purpose the Company shall have an irrevocable licence or authority to enter upon the installation site with such transport as may be necessary to recover the Henley. The Customer shall render all reasonable assistance to the Company to enable the Customer to disconnect the electricity supply and dismantle and remove the Henley from the site.
8.3 In these circumstances the Customer shall be liable for a removal charge of £750 plus VAT together with the cost of arranging for an electrician to disconnect the power supply.

9. Enforceability and Severability
Any provision of these Terms and Conditions which is held to be illegal, invalid, unenforceable or unreasonable whether in whole or part shall to the extent necessary be deemed severable and the other provisions of these Terms and Conditions shall remain unaffected.

10. Amendment
These Terms and Conditions shall not be amended, modified or varied except in writing signed by a director of the Company.

11. Assignment
11.1 The Customer shall not be entitled to assign or transfer the benefit of the Agreement or any part of it without the Company's prior written consent.
11.2 The Company may assign the Agreement or part of it to any person, firm or company.

12. Damages
Save as described in these Terms and Conditions the Company shall not be liable to the Customer for any loss or damage whether direct or indirect and howsoever caused. In any event the Company's liability to the Customer in respect of the non performance of any of the Company's obligations shall be limited to the price of the Henley.

13. Force Majeure
The Company shall not be liable to the Customer or deemed to be in breach of these Terms and Conditions because of any delay or failure to perform any of the Company's obligations if the delay or failure was due to any cause beyond the Company's control. Provided that if the event in question continues for a continuous period in excess of 30 days either party may terminate the Agreement by giving written notice to the other party to terminate the Agreement.

14. Termination
If the Customer shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or if a petition shall be presented or an order made for an administrator or if a receiver, administrative receiver or manager shall be appointed over any part of the assets or undertaking of the Customer or the Customer being an individual shall become bankrupt or make any arrangement with its creditors, then the Company shall be entitled to immediately recover from the Customer all sums then due and all losses arising to the Company as a result of such circumstances arising, and shall be entitled to give written notice to the Customer to terminate the Agreement.

15. Notices
Any notices to be given shall be in writing and be deemed to be given if left at the last known address of the Company or the Customer as the case may be or sent to the same by first class post or facsimile and shall be deemed to have been received two working days after despatch if sent by post or on receipt of a transmission in legible form if by facsimile or on delivery if by hand.

16. Waiver
No failure or delay on the part of the Company to exercise any right or remedy under these Terms and Conditions shall be construed or operate as a waiver thereof. The rights and remedies provided are cumulative and are not exclusive to any rights or remedies provided by law.

17. Governing Law
Any claim or dispute arising out of these Terms and Conditions shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.