1. General
1.1. These Terms and Conditions of Business shall apply to all contracts for the sale and supply of Cross-Laminated Timber products “the Products” by Lamella MMC Limited “Lamella” to you the Customer, together referred to as “The Parties”.
1.2. The Customer is deemed to have accepted these Terms and Conditions of Business by placing an Order with Lamella.
1.3. It is expressly agreed that any terms and conditions of the Customer shall not apply and any amendments to these Terms and Conditions of Business shall only be valid if accepted in writing by Lamella.
1.4. Lamella does not provide any advice upon planning, measuring or design as regards the Products they supply and it is up to the Customer to check with their own design team that the Products the Customer is ordering are suitable for the Customer’s requirements.
2. Formation of the contract
2.1. Lamella’s Offers of sale and supply are non-binding and are revocable.
2.2. A Purchase Order received from the Customer is binding upon the Customer.
2.3. A contract is concluded between the Customer and Lamella when Lamella has confirmed the Customer’s Purchase Order in writing.
2.4. The Customer’s Purchase Order shall be deemed to incorporate the unamended terms of Lamella’s quotation including, inter alia, price, regularity of payment and requirements on site.
3. Order Processing
3.1. Once an order is placed for the manufacture and supply of the Products with Lamella’s overseas supplier, a date will be provided to Lamella for the receipt of the Customer’s Final Drawings. That date will be communicated to the Customer and it is essential that the Customer supplies their Final Drawings to Lamella by that date.
3.2. Any failure to do so will cause delay in the Products being manufactured and may lead to a claim for loss and expense from the manufacturer which Lamella will in turn pass on to the Customer.
3.3. Any changes made by the Customer to the Final Drawings after these have been passed to the manufacturer will be subject to written approval by the manufacturer and if manufacture has commenced the Products must be paid for in full. It is therefore crucial that the Customer ensures that his Final Drawings are complete and accurate before they are passed to Lamella for sending to the manufacturer and the Customer is wholly responsible for doing so.
3.4. Once the manufacturer has received the Customer’s Final Drawings they will provide a written confirmation of the Products ordered and a delivery date which Lamella will communicate to the Customer.
4. Delivery
4.1. Lamella will arrange for the delivery of the Products ordered to the Customer’s site.
4.2. Unforeseen events beyond Lamella’s or the manufacturer’s control may cause a delay in the delivery date. In that event, the next available delivery date will be arranged and there will be no liability of Lamella to the Customer for the delay in delivery. In the event of a delay in delivery caused by the fault of the manufacturer or Lamella, the Customer is entitled to claim documented losses due to the delay up to a maximum of 2% of the purchase price, provided
any such claims are submitted within 30 days after the original delivery date, after which they will become void.
4.3. If the delivery date cannot be met due to the fault of the Customer, the Customer agrees to compensate Lamella and the manufacturer for any loss and expense caused by the delay. If the Customer cancels or postpones the delivery date less than 14 days before the delivery date given by the manufacturer the Customer will pay Lamella agreed liquidated damages of EUR 150,00 (excl. VAT) per postponed day of the delivery.
4.4. In addition, in the event of delay in delivery caused by the Customer the manufacturer will charge storage charges for the storage of the Products and Lamella will pass those charges on to the Customer plus a handling mark up of 30%.
5. Defects and Transport Damage
5.1. The Customer shall inspect the Products upon their delivery to the Customer’s site and check them against the Delivery Note for any shortages or visible damage. Any such damage shall be recorded by the Customer in the transport documents in writing with a description of the damage detected and such damage must be notified to Lamella immediately and at the latest within 5 days of delivery and before installation of the Products in order to preserve any rights against the transport operator for the damage caused.
5.2. Any defects detected by the Customer upon unpacking and detailed inspection must be notified to Lamella immediately and before installation of the Products.
5.3. Any defects detected by the Customer upon installation of the Products must be notified to Lamella immediately and at the latest within 5 days of detection. The installation of a defective Product voids all applicable warranties and Lamella will not be responsible for any loss arising from the installation of a defective Product.
5.4. Minor differences in colour, finish, small cracks and minor differences in dimensional tolerances shall not be considered defects but are typical with a natural material such as the Products.
5.5. Any defects claims must be in writing and supported by photographic evidence. The Customer must store the defective Products until the claim has been resolved. If the claim is not made within the timescales set out above or in accordance with these terms the Products are deemed to have been accepted by the Customer and all claims regarding defects are forfeited.
5.6. Where a Product is damaged or defective and a claim has been made in accordance with these terms, Lamella will at their discretion repair or replace the defective Product or refund a credit to the Customer for the invoiced purchase cost of the damaged or defective Product. In the event of a short delivery, Lamella will arrange a further delivery to cover the shortfall or missing items.
6. Limitation of Liability
6.1. Lamella will not be liable to the Customer for any consequential, indirect, or incidental damage or loss suffered by the Customer including loss of income.
6.2. The maximum liability of Lamella to the Customer shall not exceed the invoice value of the Products.
6.3. Lamella shall have no liability to the Customer for defects or damage caused by incorrect design of a building, incorrect handling or installation of a Product, misuse or improper storage of a Product, changes or modifications made to a Product, repairs to the Product carried out without Lamella’s approval in writing, or for loss attributable to a change in regulations applying to the Product after its date of manufacture.
6.4. Lamella will only be liable for direct losses caused by defects in the Products where the Products have been used for the purpose expressly warranted by the Customer and the Products have been properly handled, stored, and installed. Any other implied term, warranty or condition as to quality, description or fitness for purpose of the Products is excluded.
7. Price
7.1. Lamella reserves the right to vary the price payable for the Products due to matters beyond their control and beyond the control of the manufacturers such as price increases in materials or increases in taxes or duties.
7.2. Lamella further reserves the right to vary the price payable for the Products due to fluctuations in the currency between Sterling and the Euro where this has the effect of increasing the price payable for the manufacture of the Products to the overseas manufacturer.
8. Payment
8.1. Unless otherwise specified in the quotation the payment terms are 80% of the invoice price (plus VAT if applicable) on placing the order and 20% on delivery to site. In the event of late payment Lamella may charge interest at 8% above base rate on the full amount remaining unpaid.
8.2. Notification of a defect or damage or claim for loss does not entitle the Customer to withhold payment of the invoice.
9. Risk and Title
9.1. Risk in the Products passes to the Customer upon the delivery of the Products to the Customer’s site.
9.2. Title to the Products passes to the Customer when Lamella has received full payment of all of its invoices relating to the supply.
9.3. Until that time, title to the Products remains vested in Lamella or the manufacturer and the Customer is not entitled to sell the Products to any third party, irrespective of whether the Products have been installed, incorporated into other works or otherwise dealt with by the Customer or wherever the Products are stored.
10. Termination
10.1. Each party may terminate the contract with immediate effect if the other:
10.1.1. commits a material breach of these Terms and Conditions of Business which is not capable of remedy, or
10.1.2. if it is capable of remedy the party at fault does not remedy it within 28 days, fails to meet its payment obligations or, enters into any form of insolvency arrangement.
10.2. Lamella may at their discretion suspend the sale of the Products or require surety from the Customer in the form of advance payment if the Customer is late in making payment or if their creditworthiness becomes impaired. In that event Lamella may extend the delivery times or may withdraw from the contract if the Customer delays in providing the surety required for more than 7 days.
11. Confidentiality
11.1. The Customer may not disclose any confidential information that they receive as a result of entering into a contract with Lamella which shall include all information marked as confidential, all information that the Customer would realise was confidential and all information relating to price and manufacture of the Products.
11.2. The Customer’s obligations under this clause apply for the period of 5 years from the date of the last delivery under the contract.
12. Force Majeure
12.1. Any party suffering an event of force majeure, which is to be given its natural definition, meaning and effect, including for the avoidance of doubt the effect of a pandemic, is to serve written notice of the same upon the other within 7 days of the event occurring to include evidence of the event, the steps taken to minimise its impact and an indication of the duration of the event.
12.2. Provided that the procedure set out in this clause is followed the performance of the parties’ obligations shall be suspended for as long as the force majeure event continues to exist. If the event continues for more than 3 months either party may terminate the contract, without prejudice to the rights of both parties that have accrued up to the date of termination.
13. Assignment
13.1. The parties may not assign their rights or obligations under the contract without the written consent of the other party.
13.2. The terms of the contract and these Terms and Conditions of Business shall be binding upon the parties and their successors and assignees.
14. Third Party Rights
14.1. A person who is not a party to the contact between the Parties has no rights in relation to it either under the Contracts (Rights of Third Parties) Act 1999 or at common law.
15. Applicable Law and Dispute Resolution
15.1. These Terms and Conditions of Business and the contract made between the parties shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts
Last revision 21st May 2024
Working with Lamella MMC
We live in unprecedented times. Working with Lamella MMC will help you navigate the ever changing regulations. Not only do construction professionals have to deliver projects on time and within budget in an inflationary cost environment, they have to do so while grappling with tighter regulation than ever before and the prospect of having to de-carbonise to comply with the regulations and taxes coming down the track.
The only way to cope and stay profitable in this environment is to build as much as possible off-site and in zero or negative carbon materials.
Only CLT can tick the MMC and decarbonisation boxes.
After that life gets simpler. Costs can be ascertained and controlled. Labour requirements are much lower. Waste is much reduced and muck-away costs are reduced. Lighter construction means lighter foundations or more building. Vehicle movements are much fewer. It’s much easier to meet challenging BREEAM requirements. Precision cutting of wall panels means windows and doors can be ordered up front.
The net result is a massive improvement in productivity and better utilisation of project management resource.
Sounds good doesn’t it?
Our job is to help get you from here to there.
Your job is to engage with us from the outset of your projects (that’s simple, just call us on…….), because you will need to understand how to build in CLT and we can help you.
We can help with the combined wisdom garnered from long experience in the construction and property industries as architect, project manager, surveyor, developer, cost engineer and accountant.
We can help with developments in building in Timber and other sustainable products.
We can help you build a new supply chain for your projects. Aside from the considerable expertise within Lamella MMC, we have allied ourselves with the best CLT installer, timber engineer, fire engineer and suppliers (of CLT and ancillary products) in the business.
Our access to technical information about CLT and about construction generally is incomparable.
We have built a relationship with mortgage broker, John Charcol to help housebuilders offer mortgages to their customers.
We work very closely with Stora Enso. Stora Enso is the largest manufacturer of CLT in Europe, a huge vertically integrated forestry company, the oldest company in the world and recognised by the people that know (the installers) to make the best CLT anywhere.
We also work closely with Rothoblaas, who make the best fixings and membranes which hold your CLT together and insulate it from damp and noise.
When you call us we will first of all offer you a free indicative costing for supplying and installing the building envelope and feedback on areas where the building may need some structural modifications. This is done before the structural engineering work is undertaken. We need drawings in DWG to undertake this work.
When you give us the go ahead we will arrange for the structural engineering work to be done and in the process undertake the Design for Manufacturing and Assembly (DfMA). DfMA is a refinement of
the design which specifies the CLT to be used and tells the CNC machines at the factory what size, angles and openings you need in the CLT panels and in which order the panels should be loaded- to allow for maximum on site productivity.
This is part of our CLT supply role.
Remember that the CLT will arrive when we say it will and when it does arrive the footings need to be ready laid absolutely level, to the right dimensions and specifications. In this new world of precision construction, approximations are not good enough. If you have concerns about your groundworkers we can help. Our installer, who knows what he needs regularly works with civil engineering companies to get the footings right.
Once on site you can we suggest either engage with a main contractor or our project management partner Bowden Construction (run by one of our directors) who can organise and deliver the project for you. We have found that not all contractors have the skills or knowledge yet to build in CLT. We can help with the choice of contractor or discussions with them to ensure that you get the project that you want- or Bowden Construction can help with an alternative to the conventional contracting approach.
We can do as much or as little as you want. At the lower end of the scale we are happy to be on tap for the occasional query and to offer free talks on CLT- what it is, negative carbon, its benefits, how to build with it, basic fire facts, how it goes together, what you can build with it, dealing with misconceptions about CLT etc. We offer this free of charge.
Going beyond that, if you would like us to assist with the organisation of the build before you get on site we will do that under a pre-construction consultancy agreement. The point of such an agreement is to offer help with getting the engineering done, organising the build in the most cost-effective way, choosing and engaging the right professionals for the job and generally dealing with CLT specific questions that arise along the way.
You choose what you want. We want to Make CLT Mainstream and we will do what we need to do to enable and assist you to build with it.