SPINA SUPPLY AGREEMENT STANDARD TERMS AND CONDITIONS

STAND DOWN CLAUSE

Where a Client or their Agent has specifically requested that Spina undertake any design work or provide ideas for a scheme or attend design meetings and / or visit the Client’s site or the Client’s offices, or any other requested location and/or request refinement on existing schemes or require professional advice or on-going support for the interior scheme, choosing or proposing of products whether it be Spina’s or by others and then subsequently the project or works as promised for Spina does not materialise within a reasonable time (up to a maximum three months) then the Client will compensate Spina fully for:

 

  • All travel expenses to and from all meetings.
  • Travel time for personnel to and from location whether this is in the UK or abroad. If this is abroad then as a minimum, the full daily rate must be paid for days lost in travel.
  • The time of all Spina personnel required to attend meetings at the client’s request.
  • Discussion time by telephone, providing information by letter or email, plans or sketches.
  • Time invested for the preparation of schemes, accurate and detailed costings and quotations.
  • Time required refining design ideas and quotations, in additional to time necessary to revise quotations due to alterations of the design specification and dimensions.
  • Material costs incurred whilst producing (specific to the clients projects) sketches, drawings, or simulations, whether left with the client or not.
  • Providing preliminary proposals and design ideas for a space or scheme as requested by the client.
  • Presentation to the client of a portfolio of ideas, suppliers and designs generally.


At the agreed rate of:

£350 per hour (plus VAT) for senior personnel including Directors and Managers.

£150 per hour (plus VAT) for more junior designers attending.

Travel days up to a maximum of £1000 (plus VAT) per person.

Drawings simulations/ sketches £550 (plus VAT) each.

Revised costings £250 (plus VAT) per bespoke design.

 

Travel expenses by taxi / tube / train from Spina locations to the Clients requested meeting point.


Spina reserves the right to waiver the first 2 meeting fees and travel costs, if it chooses to do so.


If the contract proceeds and is over £15,000 of value then Spina will not charge for the first 5 UK meetings (up to a maximum of ten design hours).

 

The Client agrees to compensate Spina on a ‘quantum meruit’ basis.

 

The invoice relating to this work will be payable on demand. Interest for late payment applicable for this type of work will be 8.5 % and begin to accrue as soon as the invoice is issued.

 

PLACING AN ORDER

A Customers order once placed by postal mail, fax, email or telephone to Spina is a binding contract. It can only be terminated by following the cancellation procedure detailed below.

 

CANCELLATION OF ORDER

Can only be given by notice in writing by recorded delivery within 3 working days from the order date. This notice will only take effect when it is received. Any * special or bespoke orders are not cancellable unless notice (as above) has been received by Spina and providing that Spina has not already ordered the materials specifically to satisfy the original order or commenced manufacture of the order. 
 

* SPECIAL OR BESPOKE ORDERS

Include manufacture to bespoke dimensions, colour matching, non-standard combination of materials and incorporating non-stock items/materials.

 

SPECIFICATION CHANGES

Are only possible if sufficient notice has been given to change this, and /or Spina has not already ordered the materials specifically to satisfy the original order specification or begun to manufacture the order.


ENHANCING / CHANGING DESIGNS WITH NEW VERSIONS

Spina reserves the right to enhance and improve its designs periodically and make changes as it sees fit without needing to refer back to clients, with these design improvements and modifications especially where a client is re-ordering.


Any current design changes implemented, will only be altered / re-photographed in the PR materials / brochures when the next reprint is undertaken, where possible. If Spina is expected to manufacture an old design, the client has to make this absolutely clear and request this separately in writing if a previous style is preferred otherwise the current version of the design will be produced. The client should produce technical drawings of any changes requested from current designs and supply technical drawings where appropriate with the full written request, which Spina has to have accepted in writing.

 

PAYMENT

In full is to be made with all orders. Pro-forma invoices are to be paid within 10 days. No goods will be released unless full payment has been received. Please note that for any order placed from within an EU country, a VAT number must be provided at the time of invoicing. Once charged, a refund cannot be issued.

 

LATE PAYMENTS

If in exceptional circumstances goods are delivered before payment we reserve the right to claim to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

 

DISPUTED OR INCORRECT INVOICES 

The Customer agrees to pay 85% of the invoice amount pending resolution (within 14 days). Each invoice is a separate agreement and disputes on one invoice will not affect payment due on another. Spina reserves the right to withhold delivery on orders if payment is not forthcoming even if on a different invoice.

If any payment remains outstanding for more than 30 days from the due date then the customer will be in breach of contract and Spina can claim damages for non –performance, consequential loss, interest including cost of materials ordered in bulk to satisfy the order and loss of profit if the order has to be sold at less than the original order price.

The Customer further agrees to irrevocably allow Spina its servants or agents, permission to enter its premises to re- possess the goods in question and to fully compensate Spina for any costs thereby arising whether directly or indirectly incurred in exercising that right.

 

CREDIT NOTES
In instances where credit notes are issued, please note that all credit notes will expire after 6 months from the date of issue.

 

PROPERTY

Passes to the Customer only after goods have been paid for in full, until then property remains with Spina even where goods have already been delivered.

 

RISK OF LOSS OR DAMAGE

Will pass to the Customer on delivery (including to the carrier).

 

DELIVERY AND COLLECTION

 

WITHIN THE UK

Including packaging, delivery and insurance costs, are at Customer's expense and shall be added to the pro-forma / invoice. An administration fee can also be applicable in certain circumstances.


OUTSIDE THE UK

Additionally to the terms above regarding delivery within the UK, the overseas Customer is responsible for all arrangements / legal requirements, including customs clearance and obtaining of all necessary papers including import/export licences and certificates. Spina may be able to prepare certain forms of overseas documentation upon request however documentation fees will be applicable and chargeable to the Customer. Additionally the Customer is also responsible for payment of any duties and taxes applicable.

Delivery/lead times indicated on the pro-forma invoice or order form are only approximate estimates and are subject to availability of materials and exclude holiday periods. Delivery/lead time commences only after the agreed payment is received and cleared. Orders for an overseas Customer will take longer to allow for import clearance procedures and all export arrangements.

 

INSURANCE

Cover and its adequacy remains solely the customer's responsibility; notwithstanding Spina arranging cover on the customer' s behalf. Any request at the time the order was placed must be indicated clearly in writing. Basic goods insurance only will be affected.

Any additional or delayed request needs to have been acknowledged by Spina in writing the Customer must ensure that sufficient time exists to make the necessary insurance arrangements prior to the delivery. All costs thus incurred by Spina will be re-charged to the Customer plus an administration fee added to the pro-forma / invoice.

If the invoice remains unpaid insurance monies for any lost /damaged goods, will revert to Spina. If the Customer's insurance arrangements fail to adequately compensate Spina when loss/damage occurs to goods, then the Customer remains liable to Spina for the full amount including any insurance excess deducted. The Customer hereby irrevocably agrees to nominate Spina to process a claim and/or chase monies due in relation to any such insurance, and to give all proceeds of the insurance monies over to Spina on receipt of any payment.

 

SPINA PRODUCTS

Are inspected prior to delivery to ensure that they are free from defects and are of MERCHANTABLE QUALITY. Their intended purpose is as decorative objects only and is not suited for any other purpose. As the products are hand-made and sometimes include natural products please be aware that unavoidable unevenness will occur in dimensions, shape, colour and texture. The Customer is hereby made aware of these natural characteristics and hereby undertakes to inform any subsequent buyer also.

 

COMPLAINTS/ DAMAGED GOODS

Must be made to Spina and /carriers strictly within a 24 hour period from the receipt of goods otherwise no responsibility whatsoever can be accepted by Spina. Subsequent confirmation in writing from the Customer is required within 5 working days.

Goods should only be returned where damage occurred prior / during delivery. Only the damaged goods, not the whole order, are to be returned within three (3) working days. Spina is to be given the opportunity to replace goods within a reasonable time frame including time allowance and consideration that materials may need to be re-ordered from suppliers where applicable.

Where goods were damaged / lost in transit and the Customer arranged the carriage then the carriers should be notified immediately and any insurance claim initiated. Any subsequent replacement orders with Spina must be paid for in the usual way and not delayed pending the settlement of any insurance monies.

 

FORCE MAJEUR

Cancellation by Spina will be allowed in the event of including (without limitation) acts of God, acts of war, strike, lockout, terrorism, riot, malicious damage, statute, government intervention, public interest, unavailability of materials or any other cause or reasons beyond the control of Spina which makes production impossible or impracticable. Spina reserves the right (but will not be obliged) to delay delivery or to fulfill the contract at a later date unless the Customer stated at the outset that time was of the essence. If the parties thus agree to cancel the agreement then Spina will not be held liable for any additional claims, expenses, charges or for any financial or consequential loss incurred by the Customer due to Spina's inability to perform.


TERMINATION & WITHDRAWAL

Without prejudice to any other rights it may have, Spina may terminate the agreement to supply by either notice in writing or e-mail. Especially in the event of any of the following:

1. Any moneys due are not paid to Spina as stipulated herein or on the due dates (whether formally demanded or not)

2. If the Customer fails to observe or fulfill any of the terms of the agreement.

3. If the Customer shall have a receiver appointed or administrative receiver appointed over all or part of his assets or an application is made for the appointment of an administrator or an administrator is appointed or the Customer, being a partnership has a receiver appointed or is wound- up or dissolved or, being an individual executes as debtor a deed of arrangement to which the Deeds of Arrangement Act applies or applies to the court for an Interim Order or one is made under Part III of the Insolvency Act 1986 or the Customer presents or has presented against them a bankruptcy petition or a bankruptcy order is made against them or enters into any compromise or arrangements with their creditors or a majority of them in value. Upon termination the Customer will remain liable to pay Spina the amounts due from the agreement prior to termination.

 

SEVERANCE

If at any time one or more provisions contained in this supply agreement is or becomes invalid, illegal or unenforceable in any respect, this shall not affect the validity, legality or enforceability of the remaining provisions, which shall remain in full force and effect.

 

PERSONAL INJURY

Spina will not be liable for any personal injury caused by misuse of its products or materials therein contained or for any alternative use or if utilised in an inappropriate way. The inherent nature of the materials used in the manufacture require care including their limited heat- resistance or in the case of crystal, care and caution should be exercised.

 

FIRE AND HEAT

Naked flames, smoldering objects or heaters of any kind should not be allowed to come into contact with Spina products. Goods may discolour if in direct sunlight and the Customer accepts this risk if so exposed also if designs use crystal beads then care should be used when placing the objects so as to avoid the possibility of the sun's rays being magnified and causing a fire-risk.

 

CLEANING

Is recommended only by gentle dusting any alternative method will automatically extinguish the Customers rights to return goods as damaged. If goods are cleaned/ treated with any solvents, soaps, chemicals or any other cleaning methods whether purporting to be suitable or not then Spina cannot accept liability for discoloration or damage in any way whatsoever.

 

GOODS SOLD ON TO OTHER BUYERS

It is the sole responsibility of Spina's Customer to inform their buyers of all of the terms and conditions herein contained.

 

APPLICABLE LAW AND ARBITRATION

The validity construction and performance of these terms shall be governed by English Law and shall be subject to the non-exclusive jurisdiction of the English Courts. In the event of a dispute other than one which can be settled by a small claims court or fast track procedure the parties will agree to settle disputes by Arbitration in London with an Arbitrator being appointed either by agreement and/or through recommendation by a Trade association or by the President of the Arbitration body in the UK. 

 

BUY ONLINE SECTION

Due to a technical error, we unfortunately have not been been able to update the prices shown on our buy online category which are 2013 prices. We do apologize for any inconvenience this may cause.