1. Interpretation
1.1 Definitions
- Approvals: all permissions, licences or regulatory approvals required for the Goods or Services.
- Business Day: a day when banks in London are open (excluding weekends and public holidays).
- Buyer: the business purchasing Goods or Services from 1803 Ltd.
- Buyer’s Premises: any location where Goods are delivered, stored or installed, or where Services are provided.
- Conditions: these Terms & Conditions.
- Confidential Information: all non-public business, technical or commercial information disclosed by either party.
- Contract: the agreement between 1803 Ltd and the Buyer for the supply of Goods and/or Services.
- Design & Application Advice: any design or application guidance provided by 1803 Ltd.
- Force Majeure Event: events outside a party’s reasonable control, including extreme weather, fire, flood, pandemics, supply‑chain disruption, cyber‑attacks, utility failure, war, terrorism or government action.
- Free Issue Materials: any materials or data supplied by the Buyer for use in the Contract.
- Goods: the items supplied by 1803 Ltd as set out in the Order.
- Goods Specification: the agreed written specification for the Goods.
- Order: the Buyer’s written acceptance of a quotation or purchase order.
- Personal Data: personal data processed under the Contract as defined by UK GDPR and the Data Protection Act 2018.
- Services: the services supplied by 1803 Ltd as described in the Scope of Works.
- Scope of Works: the written description of the Services provided by 1803 Ltd.
1.2 Interpretation
- References to legislation include amendments and replacements.
- “Including” means “including without limitation”.
- “Writing” includes email.
2. Basis of Contract
- These Conditions apply to all Contracts to the exclusion of any Buyer terms.
- The Buyer is responsible for ensuring that all Order details and specifications are accurate.
- A Contract is formed only when 1803 Ltd issues written acceptance.
- Marketing materials are illustrative only and not contractual.
- Quotations are not offers and remain valid only for the period stated.
3. Cancellation & Returns
- Orders may only be cancelled with 1803 Ltd.'s written agreement and must cover all costs incurred.
- Stock items may be returned within 30 days if unused and resaleable, subject to a 25% restocking fee and return at the Buyer’s cost.
4. Goods
- Goods will conform to the Goods Specification.
- Where the Buyer provides specifications, the Buyer indemnifies 1803 Ltd against any resulting claims or losses.
- 1803 Ltd may amend specifications to comply with legal or regulatory requirements.
5. Delivery
- Delivery occurs when Goods arrive at the agreed location.
- Delivery dates are estimates only.
- 1803 Ltd is not liable for delays caused by Force Majeure or Buyer omissions.
- If the Buyer fails to take delivery, storage charges may apply and Goods may be resold after 10 Business Days.
- Variations of up to ±5% in quantity may occur with invoice adjustment.
6. Warranty
- Goods and Services are warranted for 12 months from delivery/performance.
- Remedies are repair, replacement or refund at 1803 Ltd’s discretion.
- Warranty exclusions include misuse, improper installation, Buyer alterations, fair wear and tear, negligence, or non‑compliance with instructions.
- All other warranties are excluded to the fullest extent permitted by law.
7. Free Issue Materials
- Free Issue Materials remain at the Buyer’s risk.
- The Buyer indemnifies 1803 Ltd for losses arising from defects, inaccuracies or IP infringement relating to such materials.
8. Buyer Obligations
The Buyer must:
- Ensure all Order details are accurate.
- Provide access, information, utilities and safe working conditions.
- Obtain all necessary Approvals and consents.
- Maintain 1803 Ltd property on site.
- Not delay or obstruct performance.
- Comply with all applicable laws.
If the Buyer causes delay, 1803 Ltd may suspend work and recover associated costs.
9. Inspection & Testing
- Goods may undergo standard testing.
- Additional or attended tests may incur extra charges.
10. Title & Risk
- Risk passes on delivery.
- Title passes only when payment is received in full.
- Until then, the Buyer must store the Goods separately, keep them insured and identifiable, and return them on request.
11. Supply of Services
- Services will be delivered with reasonable skill and care in accordance with the Scope of Works.
- Dates are estimates only.
- 1803 Ltd may make changes required by law or safety.
- Subcontracting is permitted.
12. Price & Payment
- Prices are as stated in the quotation.
- 1803 Ltd may adjust prices for increased costs, Buyer changes or delays.
- Invoices are payable within 14 Business Days.
- Late payments accrue interest at 8% above the Bank of England base rate.
- No set‑off is permitted.
13. Term & Termination
- Either party may terminate Services with 30 days’ written notice (unless otherwise agreed).
- 1803 Ltd may terminate immediately if the Buyer:
- Fails to pay within 14 days of notice
- Commits a material breach
- Enters insolvency, administration, restructuring or similar proceedings
- Ceases or threatens to cease trading
- On termination, all outstanding sums become immediately due.
14. Limitation of Liability
- Nothing limits liability for death, personal injury, fraud or any liability that cannot be excluded by law.
- 1803 Ltd is not liable for loss of profit, production, occupancy, livestock impact, or any indirect or consequential loss.
- Total liability is capped at the Contract price.
15. Data Protection
- Each party will comply with UK GDPR and the Data Protection Act 2018.
- 1803 Ltd acts as a processor and will only process Personal Data on the Buyer’s instructions.
- Appropriate technical and organisational measures will be maintained.
- Each party indemnifies the other for breaches of data protection obligations.
16. Force Majeure
- A party is not liable for delays caused by a Force Majeure Event and must notify the other party promptly.
- If the event continues for more than six months, either party may terminate the Contract.
17. General
- 1803 Ltd may assign or subcontract; the Buyer may not without consent.
- Confidentiality obligations apply for two years after termination.
- The Contract is the entire agreement.
- Variations must be in writing.
- Notices must be sent to the registered or principal business address or by email.
- No third party has rights under the Contract.
- English law applies, and disputes fall under the exclusive jurisdiction of the courts of England and Wales.
1803 Ltd 17 The Market Place, Devizes, Wiltshire, SN10 1HT Company Number 14082618 VAT 433332133
