- INTERPRETATION
1.1. Definitions
In these Conditions, the following definitions apply:
Business Day: Any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: These terms and conditions, as may be amended from time to time in accordance with clause 11.4.
Contract: The agreement between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
Customer: The individual or business entity purchasing the Goods from the Supplier.
Delivery Location: As defined in clause 4.2.
Force Majeure Event: Any event, circumstance or cause beyond a party’s reasonable control.
Goods: The products, or any portion thereof, as specified in the Order.
Order: The Customer’s order for the Goods, as detailed in the Customer’s purchase order form.
Specification: The agreed design specification for the Goods, including relevant plans, measurements, and drawings confirmed in writing by the Customer and the Supplier.
Supplier: Euro Stairs Limited
1.2. Interpretation
1.2.1. References to a “person” include individuals, corporate entities, and unincorporated associations (with or without separate legal status).
1.2.2. References to a party include its successors and permitted assigns.
1.2.3. References to legislation are to be interpreted as amended or re-enacted from time to time and include any subordinate legislation made under that legislation.
1.2.4. Terms such as “including,” “include,” “in particular,” or similar expressions are illustrative and shall not limit the preceding words.
1.2.5. References to “writing” or “written” include communications by email.
- BASIS OF CONTRACT
2.1. These Conditions exclusively govern the Contract, superseding any other terms proposed by the Customer or implied by law, custom, or prior dealings.
2.2. The Order represents an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring the accuracy and completeness of the Order and any accompanying Specification.
2.3. The Order shall be deemed accepted only upon the Supplier’s written confirmation, at which point a binding Contract shall be formed.
2.4. The Customer waives any right to rely on terms set out in their own documentation that conflict with these Conditions.
2.5. Any samples, drawings, advertising materials, or descriptions issued by the Supplier are for illustrative purposes only and shall not form part of the Contract.
2.6. Quotations provided by the Supplier do not constitute offers and remain valid for 20 Business Days from the date of issue.
2.7. Upon placement of the Order, a non-refundable deposit of 50% of the total price shall become payable by the Customer in accordance with clause 7.4. Following receipt of the deposit, the Supplier shall commence production of the Goods. Due to the bespoke nature of the Goods, the Order cannot be cancelled once the deposit has been paid. - GOODS
3.1. Where the Goods are manufactured in accordance with a Customer-provided Specification, the Customer shall indemnify the Supplier against all liabilities, losses, expenses, and damages (including indirect and consequential losses and legal costs) arising from any claim that the Supplier’s use of the Specification infringes a third party’s intellectual property rights. This indemnity shall survive termination of the Contract.
3.2. While the Supplier aims for precision, all measurements and specifications are subject to a tolerance of 1% due to the bespoke nature of the Goods.
3.3. The Supplier shall not be liable for any defects resulting from the natural movement of materials such as wood over time.
3.4. The Supplier reserves the right to amend the Specification where required to comply with applicable legal or regulatory standards. - DELIVERY
4.1. The Supplier shall provide enough time with each delivery, detailing the Order date, reference numbers, Goods description and quantity, storage instructions (if applicable), and any outstanding balance in the case of partial deliveries.
4.2. The Supplier shall either:
4.2.1. deliver the Goods to the address specified in the Order or as otherwise agreed in writing; or
4.2.2. confirm a collection date and location for the Customer to collect the Goods.
4.3. Delivery shall be deemed complete upon unloading at the Delivery Location or loading by the Customer in the case of collection.
4.4. Delivery dates are approximate, and time for delivery shall not be of the essence.
4.5. The Supplier shall not be liable for delivery delays caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions or other relevant information.
4.6. The Customer acknowledges that delivery dates are estimates and agrees not to schedule third-party installation services until the Goods have been delivered or collected. The Supplier shall not be liable for any associated costs or losses arising from premature arrangements.
4.7. If the Customer fails to take delivery on the agreed Delivery Date (except due to a Force Majeure Event or the Supplier’s breach):
4.7.1. delivery shall be deemed to have occurred at the ETA on the Delivery Date; and
4.7.2. the Supplier may store the Goods and charge the Customer for all related costs, including insurance.
4.8. If the Customer fails to take delivery within 7 Business Days after the Delivery Date, the Supplier may resell or otherwise dispose of the Goods. The Supplier may deduct reasonable storage and resale costs and recover any additional costs from the Customer. The Customer shall not be entitled to any refund.
4.9. The Supplier may deliver the Goods in instalments, which may be invoiced and paid for separately. Delay or defect in one instalment shall not entitle the Customer to cancel any other instalment. - QUALITY, REFUNDS, AND REPLACEMENTS
5.1. The Supplier warrants that upon delivery, the Goods shall:
5.1.1. materially conform to the agreed Specification;
5.1.2. be free from significant defects in design, materials, and workmanship; and
5.1.3. be of satisfactory quality as defined by the Sale of Goods Act 1979.
5.2. Subject to clause 5.3, the Supplier shall, at its discretion, repair or replace defective Goods or refund the price, provided that:
5.2.1. the Customer notifies the Supplier in writing within 5 Business Days of discovering the defect;
5.2.2. the Supplier is given a reasonable opportunity to inspect and assess the Goods; and
5.2.3. the Customer, if requested, returns the Goods to the Supplier at the Customer’s expense.
5.3. The Supplier shall not be liable for defects arising under the following circumstances:
5.3.1. continued use of the Goods after notification of a defect;
5.3.2. failure to follow the Supplier’s instructions or standard trade practices;
5.3.3. defects arising from Customer-provided designs or Specifications;
5.3.4. unauthorised alterations or repairs by the Customer or third parties;
5.3.5. fair wear and tear, intentional damage, negligence, or improper storage or conditions; or
5.3.6. Goods differing from the Specification due to compliance with legal or regulatory obligations.
5.4. Except as expressly provided in this clause, the Supplier shall have no further liability for any breach of the warranty in clause 5.1.
5.5. To the fullest extent permitted by law, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are hereby excluded from the Contract.
5.6. These Conditions shall apply equally to any Goods that are repaired or replaced by the Supplier. - TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer upon completion of delivery (or collection, where applicable).
6.2. Title to the Goods shall not pass to the Customer until the Supplier has received full payment (in cash or cleared funds) for the Goods. Title shall transfer at the point of receipt of such full payment. - PRICING
7.1. The price of the Goods shall be as stated in the Order.
7.2. The Supplier reserves the right to increase the price of the Goods, by giving written notice to the Customer at any time prior to delivery, to reflect any increase in costs due to:
7.2.1. factors beyond the Supplier’s control, including fluctuations in currency exchange rates, increases in taxes, duties, labour, material or other production costs;
7.2.2. any request by the Customer to alter delivery dates, quantities, types of Goods ordered, or the Specification; or
7.2.3. any delays resulting from the Customer’s instructions, or failure to provide adequate or accurate information or instructions.
7.3. The price of the Goods:
7.3.1. excludes packaging, insurance, and transportation costs, which shall be invoiced separately; and
7.3.2. excludes Value Added Tax (VAT), which shall be charged at the applicable rate and payable by the Customer upon receipt of a valid VAT invoice.
7.4. A non-refundable deposit equal to 50% of the total Order value shall be paid by the Customer at the time of placing the Order. The remaining balance shall be paid in full and in cleared funds before the scheduled Delivery Date, to a bank account nominated in writing by the Supplier.
7.5. Time for payment shall be of the essence in this Contract.
7.6. If the Customer fails to make any payment due under the Contract by the agreed due date, the Supplier shall be entitled to charge late payment fees on the overdue amount. Fees shall accrue daily from the due date until full payment is made, at a rate of 15% of the total balance .
7.7. All amounts payable by the Customer under the Contract shall be paid in full, without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax as required by law. - LIMITATION OF LIABILITY
8.1. The limitations and exclusions of liability set out in this clause shall apply to all liabilities arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2. Nothing in the Contract shall exclude or limit any liability which cannot be excluded or limited by law, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
liability under the Consumer Protection Act 1987 for defective products.
8.3. Subject to clause 8.2, the Supplier’s total liability to the Customer under or in connection with the Contract shall not exceed the total price of the Goods as specified in the Order.
8.4. Subject to clause 8.2, the Supplier shall not be liable for any of the following types of loss:
loss of profits;
loss of sales or business;
loss of contracts or agreements;
loss of anticipated savings;
loss or corruption of software, data, or information;
loss of or damage to goodwill; or
any indirect or consequential loss.
8.5. This clause 8 shall survive the termination of the Contract. - TERMINATION
9.1. Without prejudice to any other rights or remedies available, the Supplier may terminate this Contract with immediate effect by providing written notice to the Customer if:
9.1.1. the Customer commits a material breach of any term of the Contract and, where such breach is capable of remedy, fails to rectify it within 14 days of being notified in writing to do so;
9.1.2. the Customer initiates or becomes subject to any insolvency-related event, including entering administration, provisional liquidation, or any arrangement or composition with its creditors (except for the purpose of a solvent restructuring), obtains a moratorium, is wound up (voluntarily or by court order), has a receiver appointed to any of its assets, or ceases or threatens to cease trading;
9.1.3. the Customer suspends, threatens to suspend, ceases, or threatens to cease trading or carrying on a substantial part of its business; or
9.1.4. the Customer’s financial condition deteriorates to such an extent that, in the reasonable opinion of the Supplier, the Customer’s ability to perform its obligations under the Contract is jeopardised.
9.2. Without limiting its other rights or remedies, the Supplier may suspend performance of the Contract or any other contracts with the Customer if the Customer becomes subject to any of the events listed in clauses 9.1.2 to 9.1.4, or if the Supplier reasonably believes such events are imminent, or if the Customer fails to make payment by the due date.
9.3. The Supplier may also terminate the Contract with immediate effect by written notice if the Customer fails to pay any amount due under the Contract on the due date.
9.4. Upon termination of the Contract for any reason, the Customer shall immediately pay all outstanding invoices, including any accrued interest. For Goods supplied but not yet invoiced, the Supplier shall issue an invoice which shall be payable immediately upon receipt.
9.5. Termination of the Contract shall not affect any accrued rights or remedies of either party as at the termination date, including the right to claim damages for any breach that existed prior to termination.
9.6. Any provisions of the Contract which expressly or by implication are intended to remain in force following termination shall continue in full force and effect. - FORCE MAJEURE
10.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract if such delay or failure arises from a Force Majeure Event. In such cases, the time for performance shall be extended by a period equal to the duration of the Force Majeure Event. - GENERAL
11.1. Assignment and Other Dealings
The Supplier may at any time assign, transfer, charge, subcontract or otherwise deal in any manner with any or all of its rights or obligations under the Contract. The Customer may not assign, transfer, charge, subcontract or otherwise deal in any manner with any of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2. Confidentiality
Each party undertakes not to disclose any confidential information regarding the business, operations, customers, clients, or suppliers of the other party, except in the following circumstances:
to its employees, officers, representatives, or advisers who need such information to fulfil their obligations under the Contract, provided they are subject to confidentiality obligations at least as protective as those set out herein; or
where disclosure is required by law, a competent court, or a governmental or regulatory authority.
Neither party shall use the other’s confidential information for any purpose other than to perform the Contract.
11.3. Entire Agreement
This Contract constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, representations, and warranties (whether oral or written). Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in this Contract, and shall have no claim for innocent or negligent misrepresentation or misstatement not set forth herein.
11.4. Variation
No amendment or variation of this Contract shall be effective unless made in writing and signed by both parties or their duly authorised representatives.
11.5. Waiver
A failure or delay by either party to exercise any right or remedy under the Contract shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
11.6. Severance
If any provision (or part thereof) of this Contract is found to be invalid, unlawful or unenforceable, it shall be deemed deleted, but this shall not affect the validity and enforceability of the remaining provisions. In such cases, the parties shall negotiate in good faith to agree a replacement provision that achieves, as far as possible, the intended commercial effect of the invalid provision.
11.7. Notices
Any notice or other communication required or permitted under this Contract shall be in writing and may be delivered personally, sent by pre-paid first-class post, by another next working day delivery service, or by email to: staireuro@gmail.com
Notices must be delivered to the recipient’s registered office (if a company) or principal place of business (if not a company).
Notices shall be deemed received:
if delivered by hand, upon receipt of a signed delivery confirmation;
if sent by pre-paid first-class post or next working day delivery, at 9:00 am on the second Business Day after posting or at the delivery time recorded by the courier service;
if sent by email, at the time of transmission, or, if outside normal business hours, at the start of the next Business Day.
For the purposes of this clause, “Business Day” means any day excluding weekends and public holidays in the recipient’s jurisdiction, and “business hours” refers to 9:00 am to 5:00 pm on such days. This clause does not apply to the service of legal proceedings or documents related to arbitration or other formal dispute resolution methods.
11.8. Third Party Rights
Except where expressly stated otherwise, no provision of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it
11.9. Governing Law and Jurisdiction
This Contract and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any such dispute or claim. - WARRANTY
12.1. The Supplier warrants that the Goods shall be free from material defects in workmanship and materials for a period of 12 months from the date of delivery or installation (whichever is earlier).
12.2. This warranty does not cover general wear and tear, cosmetic damage (including scratches or surface marks), or damage arising from misuse, improper installation by third parties, negligence, or failure to follow the Supplier’s instructions.
12.3. This warranty is non-transferable and is limited to repair or replacement of defective Goods, at the Supplier’s discretion. - PAYMENT TERMS AND WORK SCHEDULE
13.1. Payment for the Goods and Services shall be made in five stages, as outlined below:
Stage 1 – Site Survey Charge: A non-refundable site survey fee of £300.00, payable upon booking the site visit.
Stage 2 – Initial Deposit: Payable after the survey and prior to the commencement of any fabrication.
Stage 3 – Mid-Stage Payment: Payable during the fabrication process.
Stage 4 – Pre-Installation Payment: Payable prior to the scheduled installation date.
Stage 5 – Final Balance: Payable immediately upon completion of works.
13.2. The commencement of fabrication shall begin 4 to 5 weeks from the date of receipt of the first payment (excluding the survey charge).
13.3. No refunds shall be issued after the initial deposit has been paid and fabrication has commenced.
13.4. The site survey charge is strictly non-refundable under all circumstances.
13.5. Agreed installation dates may be rescheduled by the Supplier, provided that the Customer is given a minimum of 48 hours’ notice. Such rescheduling shall not affect the payment schedule.
13.6. Late payments shall incur a surcharge of 15% on the overdue amount.
13.7. Glass balustrade systems require 15 working days from the date of template creation for manufacturing and preparation.
13.8. Once the final balance has been paid in full, all associated works and products are deemed non-refundable.
13.9. It is the Customer’s responsibility to ensure all clarifications and concerns are addressed with the Supplier prior to making the final payment. The Supplier shall not be held liable for any misunderstandings once the balance has been cleared.