T erms and Conditions
Zenpod Terms and Conditions
- Application of Conditions
1.1 The Supplier shall supply, and the Customer shall purchase the Goods and Services in accordance with the Quotation / Accepted Order which are subject to these Conditions.
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
1.3 These terms and conditions are notified by email to the customer and/or notified on the quotation provided and it shall be assumed that the customer has read and understood and agrees to them prior to making/confirming any order.
- Definitions and Interpretation
2.1 In these Conditions: –
“Business Day” means any day other than a Saturday, Sunday or bank holiday. Business Hours normally are 8:00 to 17:30 Hrs depending on weather and available light.
“the Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“the Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these conditions;
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier;
“the Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Conditions;
“the Supplier” means ZenPod Ltd.
“writing” includes any communications effected by letter, facsimile transmission, electronic mail (with acknowledged delivery).
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Basis of Sale and Service
3.1 The Supplier’s employees, sub-contractors or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by the Supplier in writing.
In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists, plans, imagery and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice.
An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by the Supplier and no contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has accepted an order placed by the Customer by whichever is the earlier of: –
3.3.1 the Supplier’s written acceptance.
3.3.2 delivery of the Goods; or
3.3.3 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
- The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods shall be those set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if accepted by the Supplier).
4.3 The Supplier reserves the right to make any changes in the specification of the Goods which may be required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods to be supplied are unavailable or non-applicable (at the Supplier’s discretion), which do not materially affect their quality or performance. This may result in slight changes in dimensions. The Supplier reserves the right to substitute other similar quality or performing products where the Supplier deems it necessary to perform such a substitution.
4.4 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier 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 the Supplier as a result of cancellation.
- The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the goods and services expressly identified in the Quotation / Accepted Order or otherwise agreed under this agreement.
5.2 The Supplier will use reasonable care and skill to perform the services identified in the Quotation / Accepted Order or otherwise agreed under this agreement.
5.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these obligations.
6.1 The price of the Goods and Services shall be the price listed in the Quotation / Accepted Order current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such time as the Supplier has specified in the Quotation / Accepted Order unless stated otherwise.
6.3 The price is inclusive of any applicable value added tax excise, sales or 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 the Supplier.
6.4 Any extra items agreed by the Client and Supplier shall be payable in addition to the quotation price agreed and before hand over unless otherwise agreed with the Supplier in writing.
7.1 A 50% deposit (unless otherwise notified on the quotation) is required to be made at time of order, with 25% payable upon achievement by the supplier of a watertight stage (floor, walls, roof constructed, windows installed, and an impermeable layer applied to the roof) the remaining 25% balance (plus any agreed extras) shall be due on or before day of delivery of the finished construction.
7.2 All payments shall be made to the Supplier as indicated on the invoice or quotation.
7.3 Late payment on completion of the building may, at the discretion of the supplier, incur a monthly penalty amounting to the prevailing UK base rate + 5% interest of the outstanding total and shall be calculated and applied from the date of the first unpaid invoice(s).
Should the customer furnish the building and/or make use of the building prior to paying all outstanding monies due then the supplier reserves the right to charge a weekly rental (in addition to the outstanding amount) and based on the full invoice amount divided by 52. This pro-rata period of non payment will be cumulative and rounded up to the nearest full week until full payment has been received.
Note that ownership of the building shall only be transferred to the client once any and all outstanding amount(s) has/have been paid.
7.4 Optional non-constructional/structural items or décor extras (such as blinds, appliances, alarms, IP cameras, etc) may not be ready, or available, at the time of finishing of the construction due to delayed delivery times from the manufacturers or other circumstances outside of the Supplier’s control.
In the event of delayed delivery of such items after finishing of the construction a reasonable deduction may, if agreed by the supplier, be withheld by the client and shall not be greater than the cost/value of said items/extras.
In these circumstances the balance for the construction of the building, less that, agreed, “reasonable amount” is still payable/due upon finishing of construction and may not be withheld without incurring interest on the whole balance.
7.5 Any extras agreed by the client installed by the supplier or their sub-contractors shall be payable in addition to the quotation provided at or before the point of hand over.
4.1 Delivery time on our buildings is normally 2 to 16 weeks from confirmed order dependant on weather, staffing, available materials, etc. An approximate completion date will be confirmed when ordering, however time for delivery shall not be of the essence of the contract.
The Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
The supplier shall endeavour to complete the building within the agreed timeframe where possible.
9.1 The Customer may cancel an Order by notifying the Supplier in writing via email to firstname.lastname@example.org or in writing within 72 hours of placing the order and any deposit paid will be refunded in full less any loss occurring due to non-refundable material orders and/or other costs involved/incurred by the supplier for the building ordered.
9.2 If the Customer fails to cancel the order within the time specified any deposit paid may not be returnable. Bespoke buildings made especially for individual customers can only be cancelled prior to materials being ordered for the building proposed.
9.3 Should unilateral cancellation by the Customer occur after construction has started the full balance may be charged in by the Supplier.
- Customers obligations
10.1 Provide the supplier with any information reasonably required
10.2 Obtain all necessary permissions, licenses, plans and consents which may be required, the cost of which shall be the sole responsibility of the customer.
10.3 Ensure any rights of way have been agreed with neighbouring property owners as necessary.
10.4 Ensure that any necessary services (water or waste), where applicable, have been installed prior to commencement of the build unless otherwise agreed with the Supplier.
10.5 Allow the supplier unfettered access to the site and building until the build is completed and final balance paid in full.
- Suppliers Obligation & 10 Year Structural Guarantee
11.1 The Supplier offers a non-transferable guarantee of the structure of the building for a period of 10 years from the date of delivery, whilst in the customers possession, and any structural materials used shall be guaranteed in accordance with each manufacturer’s warranty assuming the building has been kept watertight and that all reasonable and necessary maintenance and care has been performed by or on behalf of the customer during the life of the building.
11.2 Materials and any appliances used in the construction each have their own guarantee provided by the relevant manufacturer(s) (flooring for example is guaranteed for between 15 years and 25 years depending on the type selected).
11.3 Where there is a manufacturer or third party warranty/guarantee in existence this shall be the applicable guarantee/warranty and their terms/conditions shall be the terms and conditions applied. Where no such third party warranty exists there shall be a 60 day “snagging period” allowance during which any defect must be notified in writing to the supplier.
11.4 Zenpod Ltd shall act on behalf of the customer for any warranty claims to any manufacturer/supplier where applicable but shall not be responsible for the warranty of those materials or products should the third party supplier not accept the claim(s).
12 Limitation of liability
12.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.
12.2 The Supplier shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential financial loss of, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, delay, misrepresentation or otherwise.
13 Force majeure
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, epidemics, illness, war, fire, breakdown of plant or machinery or shortage or unavailability of materials from a source of supply, and, if necessary, the party shall be entitled to a reasonable extension of its obligations.
14 Governing law
These Terms and Conditions shall be governed by and construed in accordance with the law of the United Kingdom.
15 Materials Used
Our buildings are constructed in part from timber together with natural and recycled composite materials and consequently they may be subject to the possibility of certain natural processes such as splits and/or deformations or other inherent properties including minor warping, minor handling abrasions, dents etc.
These do not affect the structural integrity of the building and can be a normal occurrence in these types of materials. The supplier, thus, cannot guarantee that splits/deformations/anomalies, etc, will not occur.
These, should they occur, shall not deemed to be defects nor can individual pieces be deemed to be faulty unless the actual structural integrity of the building can be shown to be materially negatively affected and clearly demonstrating an actual failure of the structure.
Notification of any such structural issue or deficiency must be received by the Supplier in writing within 7 days of any occurrence to allow the supplier to investigate and to maintain the validity of the Suppliers guarantee. The customer shall grant the supplier any necessary access to the building to make this and any other assessment as deemed necessary by the supplier.
From time to time materials may also become obsolete or unobtainable due to lack of stock, supply chain problems etc and the supplier reserves the right to replace any material with a suitable alternative in those rare occasions.
16 Design Realisation
The plans and computer-generated images supplied are provided solely as a visual aid to the Customer to provide as near an approximation to the finished building as is possible but can only be treated as a guide.
We shall of course endeavour to achieve as near to that look as possible whilst reserving the right of the Supplier to adjust sizes and/or substitute products and materials where deemed necessary by the Supplier which may, in some circumstances, change that “guide” look beyond our control.
Normally speaking furniture and decorative items shown in these illustrations are purely for visualisation, scale and informational purposes unless expressly specified as included in writing in the quotation provided by the supplier.
17 Working Environment
It will be necessary to stock materials and place equipment on site which may have a temporary, negative effect on lawn/garden and the Customer accepts that we cannot be held responsible for this.
Any damage caused to these materials by non Zenpod employees or sub-contractors whilst on site and not caused by or not under direct supervision by the suppliers workers shall be deemed to be the customers responsibility.
Obviously, we shall endeavour to mitigate to the minimum possible any damage caused during the construction process, where deemed necessary, including the use of tarpaulins and ground sheets to protect the lawn, for example, which may result in a temporary light deprivation on the grass.
17 Site Safety
The construction area is potentially a dangerous environment and as such care must be taken by the Client or any invitees when visiting that area.
Children must not be allowed to enter the working environment without adult supervision.
The Supplier cannot be held responsible for any accidents or damage caused during the period of construction and it shall be the responsibility of the Client to ensure their safety and that of any non-construction team person entering the construction zone.
At no time must the Client or their representatives, sub-contractors, etc enter the site unaccompanied by the Suppliers’ representatives until the building is officially handed over when it shall become the Clients’ responsibility.
18 Site Security
The Zenpod shall, normally, be locked until final hand over occurs due to insurance factors together with the need to preserve a safe and secure environment.
Any access required by the Customer during construction and until hand over occurs must be arranged with the Supplier and due care and attention to preserve site security shall be maintained by the customer accordingly.
On occasion the Customer may be asked to keep valuable items including tools and materials locked in existing buildings such as garages, sheds or other outbuildings.
19 Hand Over
The Zenpod shall be handed over and all keys provided to the Customer upon completion, normally after payment of the final balance is received in full.
The Zenpod shall remain accessible by and in possession of the supplier whilst the balance of the full and final payment remains unpaid and shall only become the possession of the customer once all outstanding monies are paid.
21 Electrical Certificates
Any electrical certificates shall be provided to the customer after completion of the building and after receipt by Zenpod Ltd of those certificates supplied by the electrical contractor. It is the responsibility of the electrical contractor and not Zenpod ltd to supply any relevant certificates. The receipt by Zenpod of any relevant certificates, can take several days to a few weeks after completion, thus, delivery of electrical certificates shall not be a reason for any payment to be withheld.