1.0 Interpretation
1.1 Throughout these Terms & Conditions (“Ts & Cs” or these “Conditions”) the use of the initials CDS or the word "we" shall mean Complete Doorset Solutions Limited. Similarly, the words “our” and “ours” should be interpreted accordingly within this context. The word customer shall mean the person or company purchasing the goods and services from CDS and not any person or business to whom those goods are sold or transferred in the normal course of the customer’s business. Again, the words “you”, “your” and “yours” should be interpreted accordingly within this context. The words "Items" and “goods” mean those products and services forming the subject matter of the contract between CDS and its customer(s).
1.2 In these Ts & Cs the singular shall include the plural and vice-versa and use of gender shall be immaterial.
1.3 The headings of each provision in these Conditions are intended to be for convenience only and will not have an effect on interpretation.
 

2.0 Applicability of Conditions
2.1 These Conditions apply to any contract of sale of goods between CDS and its customer(s) to the exclusion of any other terms (whether express or implied) save any accepted or notified by one of our directors in writing.
2.2 Any order placed by a customer with CDS shall give rise to a binding contract between us at the point of notification to the customer by CDS that the order is accepted or (if later) when we have made delivery of the goods to you.
2.3 All prices quoted are subject to V.A.T. at the rate applicable at the date of invoice, unless otherwise stated.
 

3.0 Manufacture & Quality
3.1 Unless otherwise stated or agreed prior to production, all goods manufactured by CDS are done so to our specifications and methods of construction, in accordance with our BM Trada Q-Mark accreditation and fully compliant under FSC certification. These specifications include but are not limited to:
3.1.1 All doors and doorsets supplied by CDS are for interior use only.
3.1.2 All CDS doors are manufactured with concealed hardwood lipping’s to all 4 edges, unless otherwise stated or agreed prior to production.
3.1.3 All facings are factory finished with our standard lacquer, except primed or fully paint finished doors
3.1.4 Glazing beads are to our standard section only, unless by prior written agreement. Changes to glazing bead specification is subject to additional charges.
3.1.5 All products are FSC certified unless expressly requested otherwise by the customer
3.1.6 Specific requirement for matching of pairs of doors must be notified to CDS clearly within the specification provided. CDS cannot guarantee colour matching unless “book matched” pairs are specified. Where veneered doors are supplied with solid hardwood or veneer faced frames,
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architraves and skirting some variations in colour/grain are unavoidable as this is a natural characteristic of wood.
3.2 Where CDS supplies a third-party manufacturers product, i.e. a product manufactured by a company other than CDS but which may have been finished or modified by CDS, we maintain full responsibility for the product, its condition and its fitness for purpose in line with the required specification.
3.3 Where CDS provide a third-party manufacturers the manufacturer’s warranty conditions will apply (a copy of which can be provided on request) and all other Ts & Cs herein shall apply.
 

4.0 Quotations
4.1 All CDS quotations are provided in good faith based upon our best interpretation of a customer’s requirements and subject to a full compliance review in respect of the specification received.
4.2 Prior to pricing and unless in receipt of a clear and definitive specification from a customer, CDS will evaluate and recommend the most appropriate fire, acoustic and security requirements in line with all legislation, standards, and codes of practice currently in force.
4.3 CDS will endeavour to provide its customers the most appropriate and cost-effective solution for any given project in line with clause 4.2 above and subject to material specification, availability and information provided at the time of the quotation.
4.4 Once a quotation is issued, it is the responsibility of the customer to check CDS’s interpretation of the requirement and advise of any amendments needed. CDS accept no responsibility for misinterpretation of requirements after production has commenced and any additional costs resulting from such circumstances will be the responsibility of the customer to meet in full unless agreed otherwise by a CDS director.
4.5 Once a quotation is accepted and an official order placed, CDS will prepare and provide a full door schedule in line with the finalised specification for sign-off by the customer.
4.6 Upon receipt of the signed-off schedule CDS will confirm final lead-times for delivery and forward the schedule to production planning for manufacture.
4.7 Quotations are based upon specification and the number of doors required. Changes in specification or numbers of doors required may be subject to re-pricing where a discount for quantity may have been applied based on initial information received.
4.8 CDS quotations are applicable to the requesting customer only, shall not be transferred to any other party and are based upon either a pro-forma invoice arrangement or our direct trading account terms.
4.9 All CDS quotations are open for acceptance for a period of 30 working days from the date of quotation or final revision if applicable. Thereafter, we reserve the right to amend our pricing subject to the impact of any raw material cost increases, currency movements or any other external variables that adversely affect our initial quotation.
4.10 CDS reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the goods are to be supplied to the customer’s specification, which do not materially affect their quality or performance.
4.11 No order which has been accepted by CDS may be cancelled by the customer except with the agreement in writing of CDS on the terms that the customer shall indemnify CDS in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by CDS as a result of such cancellation.
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NB: PLEASE CHECK THE CONTENTS OF YOUR QUOTATION CLOSELY AS CDS CANNOT ACCEPT RESPONSIBILITY FOR MISINTERPRETATION OF CUSTOMER REQUIREMENTS WHERE THOSE REQUIREMENTS CAN BE DEEMED AS NON-SPECIFIC, UNCLEAR OR AMBIGUOUS IN ANY REPSECT.

5.0 Delivery
5.1 CDS’s standard method of delivery shall be by articulated vehicle only, for off-loading by forklift.
5.2 Prices quoted by CDS are based on and include delivery to site (or the customer’s preferred location, agreed with CDS) within the mainland UK by our standard method above.
5.3 Deliveries requirements outside mainland UK must be advised to CDS by the customer prior to quotation and will be subject to additional charges.
5.4 It shall be the customer’s responsibility to ensure the availability of a forklift for off-loading at the delivery location.
5.5 Any separate arrangements for transport outside our standard method above, e.g. vehicle with tail-lift or a Moffett or specifically timed deliveries will be subject to additional charges. All such charges will be identified to the customer by CDS within their quotation.
5.6 Any delivery lead times indicated at time of order are based on production capacity and workload at that time and are subject to change. An accurate lead time cannot, therefore, be provided until we have received final schedule sign-off from the customer.
5.7 All lead times are given in good faith but are subject to external factors beyond our control to which CDS cannot be held responsible for.
5.8 Any special delivery requirements must be advised to CDS in writing by the customer at time of order, otherwise the payment of any additional costs incurred due to our inability to deliver or refused delivery at site will be the responsibility of the customer. Re-deliveries will not be made until we have received written acceptance by the customer of any such costs.
5.9 CDS reserves the right to deliver the goods in instalments and each delivery of goods shall constitute a separate contract and failure by CDS to deliver any one or more of the instalments in accordance with the contract or any claim by CDS in respect of any one or more instalment shall not entitle the customer to treat the contract as a whole as repudiated or to cancel any other instalments.
5.10 Delays in the delivery of an order shall not entitle the customer to:
(a) refuse to take delivery of the order; or
(b) terminate these Conditions.
CDS shall have no liability for any failure or delay in delivering an order to the extent that any failure or delay is caused by the customer's failure to comply with its obligations under these Conditions.
5.11 If the customer fails to take delivery of an order on the delivery date or within 5 days of CDS notifying the customer that the order is ready for collection, then, except where that failure or delay is caused by CDS's failure to comply with its obligations under these Conditions:
5.11.1 delivery of the order shall be deemed to have been completed at 9.00 am on the delivery date or the fifth day following the day on which CDS notified the customer that the order was ready for collection; and
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5.11.2 CDS shall store the order until delivery takes place, and charge the customer for all related costs and expenses (including insurance).
5.12 Each delivery of goods shall be accompanied by a delivery note from CDS showing the order number, the date of the delivery, the type and quantity of goods included in the order.
5.13 If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the customer’s responsibility to obtain the same in advance of the delivery of the goods.

6.0 Claims and Limitation of Liability
6.1 Any shortage, loss or damage to goods must be reported to CDS within 24 hours of delivery and CDS does not accept responsibility for any losses or damages that are not reported outside this timescale except at the express discretion of a CDS director.
6.2 Any damage to exterior packaging that may indicate damage to the goods inside is deemed to be immediately visible and therefore subject to immediate notification either by telephone to our customer service office or by written notification on the proof of delivery documentation.
6.3 CDS will consider claims only if the above conditions are met and the claim, signed by the customer, is accompanied by all appropriate documentation confirming order number, a copy of our delivery note and invoice.
6.4 CDS’s liability in respect of any shortage, loss or damage to the goods shall be limited to the proportion of the price attributable to those which have been undelivered, lost or damaged.
6.5 CDS will accept no liability whatsoever for any penalties incurred by any party, in respect of site delays or other contract clauses, unless negotiated and signed off by a CDS director prior to project commencement. Any agreed liability in such regard will only be paid upon receipt of written confirmation of cost from site to our client. Payment will be made in form of a credit note against the original Purchase Order.
6.6 CDS will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of these Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by CDS’s servants or agents or otherwise) which arise out of or in connection with the supply of the goods and services.
6.7 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 these Conditions.
6.8 The customer shall indemnify CDS against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the customer, its agents or employees.
6.9 CDS shall not be liable to the customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of CDS’s obligations if the delay or failure was due to any cause beyond CDS’s reasonable control.
6.10 Nothing in these Conditions excludes or limits the liability of CDS:
• for death or personal injury caused by CDS’s negligence.
• for any matter which it would be illegal for CDS to exclude or attempt to exclude its liability; or
• for fraud or fraudulent misrepresentation.
6.11 Subject to the remaining provisions of this Clause 6:
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• CDS’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 these Conditions shall be limited to these contract price; and
• CDS shall not be liable to the customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these Conditions.

7.0 Price and Payment Terms
7.1 CDS payment terms are strictly payment 30 days from the date of the invoice. CDS shall issue the invoice on the date the goods are received by the customer. CDS also reserves the right to issue an invoice after 2 weeks of holding the completed goods.
7.2 Subject to credit referencing following account application, CDS may require a deposit on initial orders until a sound credit history with us has been established. The deposit is non-refundable
7.3 CDS may require a deposit for some specially manufactured or made-to-order products and this would be advised at the time of quotation.
7.4 The price of the goods and services shall be set out in the quote provided by CDS to the customer.
7.5 The price quoted shall be valid for 30 days only or such lesser time as CDS may specify.
7.6 CDS reserves the right, by giving written notice to the customer at any time before delivery or provision, to increase the price of the goods and/or services to reflect any increase in the cost to CDS which is due to any factor beyond the control of the CDS (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods and services which are requested by the customer, or any delay caused by any instructions of the customer or failure of the customer to give CDS adequate information or instructions.
7.7 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the goods and services, which the customer shall be additionally liable to pay to CDS.
7.8 Any sums which remain unpaid shall incur interest on a daily basis at 4% above the base rate of Bank of England base rate from time to time.
7.9 If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to CDS, CDS shall be entitled to:
• cancel the order or suspend any further deliveries or provision of goods and services to the customer;
• appropriate any payment made by the customer to such of the goods and/or services (or the goods and/or services supplied under any other contract between the customer and CDS) as CDS may think fit (notwithstanding any purported appropriation by the customer); and
• without prejudice to any other right or remedy available to CDS, CDS shall be entitled to cancel these Conditions or suspend any further deliveries under these Conditions without any liability to the customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

8.0 Retention of Title
8.1 Risk of damage to or loss of the goods shall pass to the customer at:
• In the case of goods to be delivered at CDS's premises, the time when CDS notifies the customer that the goods are available for collection.
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• In the case of goods to be delivered otherwise than at CDS's premises, the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when CDS has tendered delivery of the goods; or
• In the case of goods being installed by CDS, the time that CDS notifies the customer that the installation is complete.
8.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, legal and beneficial title of the goods shall not pass to the customer until CDS has received in cash or cleared funds payment in full of the price of the goods.
8.3 Until payment has been made to CDS in accordance with these Conditions and title in the goods has passed to the customer, the customer shall be in possession of the goods as bailee for CDS and the customer shall store the goods separately and in an appropriate environment shall ensure that they are identifiable as being supplied by CDS and shall insure the goods against all reasonable risks.
8.4 The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of CDS, but if the customer does so all money owing by the customer to CDS shall (without prejudice to any other right or remedy of CDS) forthwith become due and payable.
8.5 CDS reserves the right to repossess any goods in which CDS retains title without notice. The customer irrevocably authorises the supplier to enter the customer’s premises during normal business hours for the purpose of repossessing the goods in which CDS retains title and inspecting the goods to ensure compliance with the storage and identification requirements.
8.6 The customer’s right to possession of the goods in which CDS maintains legal and beneficial title shall terminate if;
• The customer commits or permits any material breach of his obligations under these Conditions.
• The customer enters a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors.
• The customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
• The customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the customer, notice of intention to appoint an administrator is given by the customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the customer or for the granting of an administration order in respect of the customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the customer.

9.0 Warranty
9.1 Our standard warranty statement is available upon request.
9.1 As CDS products are generally manufactured to order according to individual project specification and purpose, the full nature of any warranty we provide may vary from project to project.
9.2 Once in receipt of goods, the customer shall be responsible for the safe handling, storage and use of those goods strictly in accordance with the recommendations of CDS or any other third-part manufacturer goods supplied (if any).

10.0 Door Furniture
10.1 Door furniture is warranted separately, and the warranty is indicated on the pack in which the item is supplied.
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11.0 Termination
11.1 CDS shall be entitled (without prejudice to any of our other rights) to terminate any customer contract if the customer:
11.1.1 becomes insolvent, or
11.1.2 fails to pay any amounts falling due to us, whether under these Ts & Cs or otherwise; or
11.1.3 commits a breach of any term of their contract(s) with CDS
11.1.4 are declared bankrupt, or compound with your creditors or have a receiver appointed over any of your assets or, being a company, go into voluntary (other than for purposes of bona fide solvent amalgamation or reconstruction) or compulsory liquidation, or enter into a composition with your creditors or have an administrative receiver appointed over all or part of your assets, or if you are otherwise declared insolvent or prohibited from trading.
All sums shall become immediately due and payable by the customer to CDS on termination of these Conditions.

12.0 Force Majeure
12.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, pandemic, epidemic, quarantine, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

13.0 General and Law
13.1 These Ts & Cs represent the entire agreement between CDS and its customers and supersede all earlier warranties, representations and statements (whether oral or in writing) and may only be varied or amended by agreement in writing between us.
13.2 Our contract with a customer is personal to that customer who will not be entitled to assign the whole or any part of the benefit and/or burden of our contract without our prior written consent.
13.3 The validity construction and performance of the contract between us will be governed by English Law and we and you both submit to the exclusive jurisdiction of the English courts.
13.4 No failure or delay by either Party in exercising any of its rights under these Conditions shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision
13.5 Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of these Conditions into full force and effect.
13.6 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Conditions or any other agreement at any time.
13.7 CDS shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.
13.8 The times and dates referred to in these Conditions shall be for guidance only and shall not be of the essence of these Conditions and may be varied by mutual agreement between the Parties.
13.9 Nothing in these Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these Conditions.
13.10 No part of these Conditions shall confer rights on any third parties and accordingly these Conditionss (Rights of Third Parties) Act 1999 shall not apply to these Conditions.
13.11 These Conditions shall continue and be binding on the transferee, successors and assigns of either Party as required.
13.12 All notices under these Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.13 Each Party shall acknowledge that, in entering into these Conditions, it does not rely on any representation, warranty or other provision except as expressly provided in these Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.14 In the event that one or more of the provisions of these Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Conditions. The remainder of these Conditions shall be valid and enforceable.
13.15 The Parties shall attempt to resolve any dispute arising out of or relating to these Conditions through negotiations between their appointed representatives who have the authority to settle such disputes.
13.16 In the event that the Parties are unable to resolve any dispute arising out of or in connection with the present contract, the Parties agree in the first instance to discuss and consider referring the dispute to the International Chamber of Commerce Mediation Rules. Nothing in this clause prevents a Party from issuing proceedings in a court of law.

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