CONSUMERS: WE PROVIDE SERVICES ON A BUSINESS TO BUSINESS BASIS ONLY. WE ARE NOT ABLE TO PROVIDE SERVICES TO PEOPLE WHOM THE LAW CALLS “CONSUMERS”. THIS MEANS THAT WE CANNOT HELP YOU IF BOTH (A) YOU ARE NOT A COMPANY OR A PARTNERSHIP; AND (B) YOU DO NOT WANT TO BUY OUR SERVICES FOR THE PURPOSE OF YOUR TRADE, BUSINESS OR PROFESSION.

GENERAL

(a) These conditions apply to all sales of goods and services by the Ian Smith Group Limited, its operating divisions Ian Smith Office, Ian Smith Office Interiors (ISI), Ian Smith Workwear and Ian Smith Design and Print, and:

1. Any of its subsidiaries; and
2. Any other company in which Group holds a minority shareholding (the “Group”),

Whether that company acts on its own behalf or on behalf of another, (“the Seller”). They shall prevail over any other terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade custom, practice or course dealing unless such other terms or conditions are specifically agreed to in writing by the Seller.
Whether that company acts on its own behalf or on behalf of another, (“the Seller”). They shall prevail over any other terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade custom, practice or course dealing unless such other terms or conditions are specifically agreed to in writing by the Seller.

(b) The Seller’s agents shall not have the authority to enlarge, vary or exclude any of these conditions. Any purported enlargement, variation or exclusion thereof shall be without effect unless specifically agreed to in writing by the Seller and the Customer.

(c) The headings appearing above each condition are included for reference purposes only and shall not affect or limit the interpretation and effect of these conditions.

CONTRACT

(a) A quotation by the Seller shall constitute an invitation to treat and not an offer. The Seller may withdraw or amend any quotation at any time prior to the Seller’s acceptance of the Customer’s order.

(b) Quotations will remain valid for one month or the date of withdrawal, whichever is the earlier.

(c) The contract will only come into existence once the Seller has received and accepted the Customer’s order, and will be subject to these conditions.

(d) Unless otherwise agreed in writing by the Seller, these conditions will override any terms and conditions stipulated or referred to by the Customer in their order or pre-contract negotiations.

(e) Any description, illustration or specification contained in the Seller’s catalogues, samples, price lists, or other advertising material is intended merely to present a general picture of the goods and/or services, and will not form a representation or be part of the contract. Goods supplied to the Customer may vary in non-material respects from samples provided.

(f) Where the Seller has not acknowledged the Customer’s order in writing, these conditions will apply to the contract.

(g) The Seller reserves the right to correct clerical or typographical errors made by its employees at any time.

ESTIMATES FOR QUANTITIES AND ADVICE AS TO FITNESS FOR PURPOSE

Any estimates in respect of quantities needed or advice as to the suitability or fitness of any goods for any particular purpose given by the Seller or its servants or agents will be treated as without obligation or responsibility on the part of the Seller and the Customer will be entirely responsible for ascertaining the quantities required and the suitability and fitness of the goods for their purpose.

CANCELLATION OR DEFERRAL

(a) The Seller may in its sole discretion accept or reject the cancellation of any order once such order has been accepted by the Seller.

(b) The Seller will in no circumstances accept the cancellation of any order, or the return of any goods supplied to fulfil an order, which are to be specially made or obtained, once such an order has been accepted by the Seller.

(c) Cancellation by the Customer will only be accepted at the discretion of the Seller, and only binding if in writing and signed by a Director of the Seller. Any costs or expenses incurred by the Seller up to the date of the cancellation and all loss or damage resulting from the cancellation will be paid by the Customer to the seller forthwith.

(d) Goods purchased on a pre-invoiced Call Off basis must be completed within 6 months from date of invoice, those uncompleted may at the discretion of ISG be cancelled and refunded to the customer.

(e) If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any of its obligation under the Contract (Customer Default):

1. The Seller shall without limiting its other rights or remedies have the right to suspend performance of its obligations under the Contract until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Seller’s performance of any of its obligations;
2. The Seller shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 5.d; and
3. The Customer shall fully and promptly indemnify the Seller for and against any costs, losses, damages or claims sustained or incurred by the Seller arising directly or indirectly out of or in connection with the Customer Default.

TERMS OF PAYMENT

(a) Credit accounts may be opened, subject to satisfactory credit references being obtained, in the Seller’s sole discretion. Payment for goods supplied on a credit account shall become due and payable not later than 30 days after the date of invoicing the goods. In the event of there being any default by the Customer in making payment as aforesaid the entire balance of the said account shall be payable forthwith and the Seller shall be entitled to charge interest thereon in accordance with sub-clause (d) hereof.

(b) For all other transactions quotations will be for cash with order. If cash is not paid with the order, the Seller shall have the right to require cash on delivery.

(c) Without prejudice to the Seller’s right to enforce payment, if the Customer fails to make payment as herein before provided the Seller shall be entitled to charge interest on any balance outstanding from the date the same became due for payment until payment is made at 8% per annum above the bank of England base rate.

(d) Interest shall become due and payable pursuant to the foregoing clauses notwithstanding the fact that a portion of the account be subject of any dispute or query.

(e) If in the case of any sale involving more than one delivery default is made in payment on the due date, the Seller shall have the right forthwith to suspend any further deliveries until payment or by notice in writing to the Customer to terminate the contract in its entirety, whether or not the same is severable.

(f) If at any time the Customer (being an existing credit customer) being a company shall after its constitution or being a sole trader or partnership shall become incorporated or amalgamated with others, it shall be the duty of the Customer to give prior written notice to the Seller of the intended change (should the Customer wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with the new entity shall be in the sole discretion of and only deemed undertaken by the Seller if a written acknowledgment and acceptance is issued by the Seller’s Credit Controller or Seller’s Director.

(g) If the goods are delivered by instalments, each instalment deliverable under the said contract shall be deemed to be sold under a separate contract and the party in default in respect of any such instalment shall be liable in damages accordingly, but such default shall not entitle the other party to repudiate the contract with regard to any instalment remaining deliverable nor shall either party be entitled to enforce or demand delivery as the case may be of any instalment after the time appointed for the delivery thereof.

(h) In respect of cheques dishonoured by the Customer’s Bankers, an Administrative charge will be rendered at a rate to be set from time to time by the Seller.

(i) Time for payment will be of the essence of the contract.

(j) Sales credit notes and vouchers must be taken within 6 months of date of issue and are automatically removed from the account after this period.

RISK

(a) Unless otherwise agreed in writing, the risk in the goods shall pass to the Customer upon delivery.

(b) The Seller will not be liable for any loss of or damage to any goods left with the Seller. This provision will apply whether or not the loss or damage is attributable to the Seller’s or its servants’ or agent’s negligence or willful default.

TITLE TO GOODS

(a) Until the Seller has been paid in full the price of the goods and the cost of carriage and packaging together with any interest and charges thereon:-

1. Ownership of the goods shall remain in the Seller, and the Customer shall hold the goods as bailee for the Seller;
2. The Customer has a right to sell and deliver the goods to third parties in the ordinary course of his business, acting towards such third parties as a principal and not as the Seller’s agent, but it hold all proceeds of sale on trust for the Seller in a separate bank account, the Customer hereby assigning to the Seller all rights and claims which the Customer may have against its customers arising from such sales until full payment is made as aforesaid;
3. The Customer shall if required by the Seller store the goods in such a way as clearly to show the Seller’s ownership of them; and
4. The Customer shall notify the Seller immediately upon demand by the Seller of the place or places where the goods are situated.

SELLER’S LIABILITY

(a) Save in the case of contracts falling within the description of contact in section 26(3) of the Unfair Contract Terms Act 1977 the Seller does not exclude liability for death or personal injury to the extent that it results from the negligence of the Seller, its servants or agents, and accepts liability for any breach on its part of any undertaking as to title implied by section 12 of the Sale of Goods Act 1979.

(b) The Seller does not accept liability for shortages in quantities delivered unless the Customer notifies the Seller or carrier in writing of any claim for short delivery of goods within 24 hours of the delivery to the Customer or to the Customer’s instructions. In such circumstances the Seller’s liability shall be restricted to making good the shortage, save that in the case of orders made to the Customer’s special requirements it shall be under no such liability where the shortage is not more than 2% of the quantity ordered.

(c) The Supplier shall only be liable for any defects in the Products or Services if it was caused by the negligence of the Supplier and to the extent that written notice of such defects is given to the Supplier within 3 months of the acceptance of the Products or Services. The Customer shall then afford the Supplier an opportunity to inspect the alleged defects within a reasonable time and shall not cover up or tamper with or make more difficult to repair such a defect. The Supplier’s liability shall be limited to the replacement of such Products or the making good any such Services, or at its election refunding a proportionate part of the price or giving credit for a proportionate part of the price against any balance owing and due from the Customer to Supplier.

(d) Save as aforesaid, all liability for any representations whether oral or in writing and all guarantees, conditions or warranties whether expressed or implied by statute, common law or otherwise is, to the extent legally permitted, hereby excluded, and the Seller shall not be liable for any loss (including consequential loss) damage or delay or expense of any kind whatsoever and howsoever caused (including by the negligence of the Seller its servants or agents).

(e) The Seller’s liability, if any, in respect of any defect in or failure of goods supplied or services provided is limited to replacing or (at its option) repairing or paying for the repair or replacement of the goods supplied which are found to be defective by reason of faulty or incorrect design, workmanship, parts or materials and carrying out, again, any services which it has failed to perform properly in accordance with the contract.

(f) Save as to the matters set out in (a) above in respect of which the Seller does not exclude or accepts liability, the Customer acknowledges and agrees that it is able (if it so wishes) to insure against the risk of any loss (including consequential loss) damage or delay or expense of any kind whatsoever and however caused (including by the negligence of the Seller its servants or agents).

(g) The Customer shall indemnify the Seller against any liability which the latter may incur (whether as a result of or in connection with court proceedings or under the terms of bona fide out of court settlement) as a result of a claim against the Seller under Part 1 of the Consumer Protection Act 1987 in respect of an alleged defect in the goods.

(h) The Seller’s liability for any direct loss or damage sustained by the Customer as result of any error in any weight, dimension, capacity or performance or other description or information which has formed a representation or is part of the contract will not exceed the price of the goods and/or services.

(i) The Seller will not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Seller or negligence or wilful default on the Seller, its servants or agents in or connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any services or the provision of any information.

(j) Notwithstanding the other provisions of clause 9, to the extent that the manufacturer of any product being supplied by the Supplier to the Customer provides a warranty and this warranty is referred to on the Supplier’s website, the Supplier will pass on the benefit of that warranty to the Customer to the extent it is legally able to do so.

DELIVERY AND RETURN OF GOODS

(a) Goods are not sold on a ‘sale or return’ basis.

(b) For goods only if agreed in writing, the Seller may in its sole discretion accept or reject the return of any goods which have been incorrectly ordered. The Seller may, in its absolute discretion, accept the return of standard (non-bespoke) products within 21 days of dispatch,. Standard products shall be returned to the Seller’s address in the original packaging at the Customer’s expense and a handling charge of 30% will be applied to all products returned. Alternatively, the Seller will arrange collection on behalf of the Customer at a charge of £30 per consignment or £70 per pallet plus a handling charge of 30%. Returned products must be in perfect working condition in order to be credited to the account of the Customer. If the product is not what the Customer ordered and/or the product delivered is not of a satisfactory quality, the Seller will, at its discretion, deliver to the Customer a replacement product or refund the invoice price paid and any reasonable costs incurred by the Customer in returning the goods.(c) The Seller may also increase its prices at any time to take account of any error or inadequacy in any specification, instruction or design provided by the Customer or any modification carried out by the Seller at the Customer’s request.

(c) The Customer shall endorse the delivery note with details of any shortage or defect and return it to the Seller together with any defective goods.

(d) The Seller will upon request and at its discretion loan garments to aid the Customer in a decision making process, these garments must be returned in good condition within 28 days. The Seller reserves the right to charge the standard market rate for any loan garments that are not returned within timescale and in resalable condition.

(e) Delivery Costs, Dates & Lead Times – Every effort will be made to deliver the correct goods on time. Any delivery date or lead – time specified is a best estimate ONLY and cannot be guaranteed, even where an express/special delivery request has been submitted and/or paid for. Time shall not be of the essence. No liability is accepted for any loss arising from delay and/or error in the delivery of the goods. Carriage costs are based on a single delivery to a UK mainland address (excludes parts of Scotland) unless agreed otherwise. In the event a delivery is rejected or we are given incorrect contact/address details, we reserve the right to charge for a re – delivery if applicable. Lead times will commence from written approval of the visual proof/artwork. Where the late delivery is as the result of the action or inaction of a third party, such as a carrier, the Seller, at its absolute discretion, may elect to extend the delivery date and the Customer shall not be compensated for this.

(f) The Customer shall not be entitled to cancel the Agreement or to withhold any payment on account of any delay.

(g) The Customer shall accept delivery of the Goods when they are ready for delivery and shall provide reasonable assistance for unloading at the point of delivery.

(h) The customer shall inspect the Goods on delivery and shall notify the Supplier with immediate effect of any of any alleged defect, shortage in quality, damage or failure to comply with description of sample. The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable period following delivery and before any use is made of them. If the Customer fails to comply with these provisions, then the Goods shall be conclusively presumed to have been in accordance with this Agreement and free from any defect or damage which would be apparent on reasonable examination of the Goods and the customer shall be deemed to have accepted the Goods.

INSTALLATION, TESTING OR SERVICING

(a) If under the contract, the installation, testing, servicing of any equipment or any other Services are to be carried out by or under the supervision of the Seller the Customer shall:

1. Co-operate with the Supplier in all matters relating to the Services;
2. Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises on Business Days during the hours of 0800 to 1730 or at any other time reasonably required by the Supplier, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
3. Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
4. Complete the preparation of the Customer’s premises (prior to the date of supply) for the supply of the Services including providing a low tension electrical supply to within one metre of the agreed location for the placement of the Goods and ensuring that all utility and other services as necessary are re-routed;
5. Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
6. Keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
7. Ensure that all statutory requirements are met to carry out the Services with regard to (but not limited to) landlord’s consent, fire authority approval and building regulation approval and listed building consent and that the Supplier complies with all other statutory and regulatory requirements.

(b) It is agreed that the Customer will indemnify the Supplier from and against any proceedings, claims, actions and costs that it may incur as a result of any Services being carried out where such consents or approvals are required and have not been obtained either before or by the appropriate time the relevant Services are carried out.

(c) When Services are to be carried out then the risks in those Services shall be deemed to pass from the Supplier to the Customer at the point in time when each part or section of the Services is assembled, or as the case may be, completed notwithstanding all of the Services have not been assembled or completed.

(d) The Seller will indemnify the Customer in respect of any direct damage to property caused in the course of installation, testing, servicing or repair, by the negligence of the Seller or the negligence or wilful default of its servants or agents, provided that the Seller’s liability hereunder shall not exceed the price payable under the contract. The Seller shall have no obligation to advise on the maintenance of any goods and failure to so advise shall not constitute negligence.

(e) The Seller reserves the right to sub-contract the installation of goods or the performance of any other services required under the contract.

(f) Installation charges will be quoted on a case by case basis. Prices quoted do not include the cost of obtaining any consent required to carry out any Works including but not limited to planning permission, building regulation approval, listed building consent, fire authority approval and landlord’s consent unless otherwise indicated in the Supplier’s quotation.

(g) Prices are quoted on the basis of clear and unrestricted access for delivery of the Goods and the carrying out of Services on dates agreed between the Customer and the Supplier. Unless those dates are agreed in writing by the Supplier when issuing the quote, the Customer will not unreasonably withhold its agreements to such dates. Where such access is not available then the Supplier reserves the right to make additional changes to compensate it for any additional costs it may incur.

COPYRIGHT AND ART WORK

(a) The Customer shall provide all free issue computer generated artwork in the format reasonably specified by the Supplier.

(b) Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Ian Smith Group shall vest in and belong to Ian Smith Group. Ian Smith Group may use any artwork or printing produced by itself for the purposes of promoting itself. The Customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials (Materials) prior to instructing Ian Smith Group to reproduce the same.

(c) The Customer shall indemnify and hold Ian Smith Group and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by Ian Smith Group infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party

(d) Quality. In relation to all goods supplied to the Customer:

1. The Customer agrees that colour variations are inherent within the printing process. The Customer agrees that computer hardware set-ups are such that the Supplier cannot guarantee that the colours of the goods will match those displayed on the Customer’s computer screen during the ordering process.
2. Due to the nature of the printing process, the Supplier shall not be required to guarantee an exact match in colour or texture between the printed results and any proof or existing copy.
3. Due to the ink tolerances involved in the four colour printing process, slight variance in finished printed colour is permitted.
4. Pantone spot colour matches cannot be produced using the full colour process.
5. Any proof copies issued by the Supplier are NOT colour accurate and are issued for content checking only.
6. If the artwork supplied for print contains pantone colours and the printing process which has formed the basis of any quotation to the Customer is the four colour process, then the Supplier will convert the pantone colour to CMYK which may result in colour variation.
7. All our work is quoted based on a four colour print process unless otherwise stated.
8. Where spot colour (Pantone) or other materials are being used we reserve the right to choose the closest matching pantone available in our opinion, unless pantone references are supplied by the Customer.
9. If artwork is supplied by the Customer we will print on the assumption you are happy with the content/quality within the artwork.

GENERAL

(a) NON WAIVER OF RIGHTS
The failure of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

(b) NOTICE
Any notice hereunder shall be in a permanent readable form and shall be deemed properly delivered if addressed to the party concerned as its principal place of business or last known address.

(c) APPLICABLE LAW AND JURISDICTION

1. The contract shall be governed by English law.
2. All contracts hereunder shall be deemed to be made at the Supplier’s Registered Office, namely at 205 Great Bridge Street, West Bromwich, West Midlands, B70 0DJ.
3. The courts of England and Wales shall have exclusive jurisdiction over all disputes however arising out of or in connection with the contract.
4. If any provision of these conditions becomes illegal or void for any reason, the validity of the remaining provisions shall not be affected.

IAN SMITH DESIGN AND PRINT (BESPOKE PRINTING)

Clause 15 applies to all contracts between the Seller and the Customer for the supply of goods which involve bespoke printing.

(a) Prior to producing the Products, we offer the facility to produce an electronic proof of the Product for your approval. You are responsible for approving these proofs. You accept that once you have approved the proof, the Products cannot be changed or cancelled. We shall have no liability to you for any errors in the proof subsequently discovered by you. Should you choose not to receive a proof (if using previous artwork), we shall have no liability to you for any errors in the Product subsequently discovered by you.

(b) If it is possible to make changes, a minimum charge of £15+VAT may be applied or we shall be entitled to make additional charges on a time and materials basis to cover such additional work already carried out.

(c) Copy – Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, we shall be entitled to make additional charges on a time and materials basis to cover such additional work.

(d) Additional charges may be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to Ian Smith Groups discretion, any subsequent changes to such style, type or layout required by the customer may be subject to additional charges on a time and materials basis.

(e) We reserve the right to retain printed copies of work provided for display and marketing purposes.

(f) We shall not be required to print any matter which in our sole and final opinion is or may be of an illegal or libelous or inappropriate nature or an infringement of the proprietary or other rights of any third party, such conditions being extended to material of an extreme or political nature.

(g) You agree only to provide someone else’s personal information if they have given you express consent to use it in respect of the Products you have ordered. Personal information is processed and stored in accordance with our Privacy Policy.

(h) Our liability in respect of shortages are as follows:

Quantities          No credit awarded          Pro rata credit awarded             Missing items reprinted
Up to 1,000      Shortage of up to 5%      Shortage between 6% -20%      Shortage of 21% and over
Up to 5,000      Shortage of up to 5%      Shortage between 6%-15%       Shortage of 16% and over
Up to 20,000    Shortage of up to 5%      Shortage between 6%-12%       Shortage of 13% and over
Over 20,000     Shortage of up to 4%      Shortage between 5%-10%        Shortage of 11% and over

(i) All overages may be charged at the appropriate rate pro rata.

(j) Artwork – If you are unable to provide suitable artwork, we can provide an artwork re – draw service for a nominal fee and in some cases free of charge. Applicable fees are based on complexity and/or time involved. If artwork is re – drawn by us or supplied by you the client, we reserve the right to charge for each additional edit to artwork outside the scope of the agreed parameters. If you require us to type – set text on your behalf, we will not be held liable for any mistakes (spelling or otherwise).

SIGNAGE

Clause 16 applies to all contracts between the Seller and the Customer for the supply of goods which involve the supply of signage.

(a) All work carried out, whether experimentally or otherwise, at Customer’s request shall be chargeable to the Customer at the Seller’s prevailing rates against the Customer’s purchase order. Where any work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, Ian Smith Group shall be entitled to make additional charges on a time and materials basis to cover such work.

(b) No provision has been made for specialist access equipment unless otherwise stated the Seller has allowed for any necessary drilling, based on normal 110v hammer and percussion drills, into brick or timber, no provision has been made for specialist drilling unless otherwise stated some materials are only available in standard colours (e.g. RAL coatings, acrylics, vinyls). The Seller will select the closest match unless the Customer requests otherwise.

IAN SMITH GROUP SERVICES

Clause 17 applies to all contracts between the Seller and the Customer for the supply of goods which involve the supply of signage.

(a) Unless stated in writing by the Seller, prices quoted do not include the cost of any alteration to or additions to any existing services within a building for carrying out work outside normal working hours (here meaning 08:00 hours to 17:00 hours Monday to Friday, Public Bank holidays excluded) the fees of any consultants required (for example but not limited to consulting or civil engineers) and the cost of carrying out any alterations to or providing any lighting, electric power, data and communications wiring and trunking, fire detection and fire prevention systems, security systems, plumbing and air conditioning.

(b) Quotations for services are given on the basis that the building is soundly constructed and capable of being altered in the manner proposed in the quotation and without any other work of any kind whatsoever being necessary. If any further works required in addition to that detailed on the Seller’s quotation, then this will be charged for at the Seller’s normal rates and added to the price quoted for the services.

(c) All measurements in the Seller’s quotation and any accompanying schedules are approximate. Such should not be used for any purpose by the Customer. Colours anodising, material fabrics, glazing and other treatments and appearances will be the nearest commercially available in all or any respects to that selected or offered. However, the Supplier reserves the right to change the materials used either to take advantage of technical developments, improvements or modifications which the Supplier considers desirable or to take account of the availability of materials or to enable compliance with relevant health and safety or statutory requirements.

(d) Where any materials provided by the Customer are to be used by the Seller in connection with this Contract, they must be of satisfactory quality and comply with all applicable safety and statutory requirements. Any materials not so conforming may, at the Seller’s election be replaced by the Seller and the cost so incurred will be added to the quotation and such additional cost payable by the Customer to the Seller upon production of the Seller’s invoice.