TERMS AND CONDITIONS
1. DEFINITIONS
In these Terms, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:
Building Control
The relevant local authority building control body or approved inspector appointed in connection with the Project.
Company (or we, us, our)
Natural Building Systems Limited (Company No. 12341283) whose registered office is Unit 6, Upper Rose Lane, Palgrave, United Kingdom, IP22 1AP.
Contract
The legally binding agreement between the Company and the Customer for the supply of the Goods and/or Services, comprising these Terms, the Quotation, the Invoice and any documents expressly incorporated by reference.
Contract Price
The total price payable by the Customer to the Company for the Goods and Services, as set out in the Quotation or otherwise agreed in writing.
Customer (or you, your)
The person, company or organisation named on the Invoice.
Design Responsibility Matrix (DRM)
Where applicable, a document agreed in writing that identifies and allocates design responsibility between the Company and other members of the project team.
Design Services
The technical, engineering, modelling, coordination and design-related services provided by the Company in connection with the Project, as described in the Contract.
Force Majeure Event
An event or circumstance beyond the reasonable control of the Company which prevents or delays performance of its obligations.
Goods
The products, components, systems and materials supplied by the Company as set out in the Quotation and/or Invoice.
Initial Payment
The advance payment required in accordance with clause 4.
Invoice
A written invoice issued by the Company detailing the Goods and/or Services and sums payable.
Project
The manufacture, supply, delivery and (where applicable) installation of the Goods together with the provision of the Services.
Quotation
The written summary of scope and costs prepared by the Company, subject to revision agreed in writing.
Services
The services provided by the Company in connection with the Project, including (where applicable) Design Services, manufacture, delivery and installation.
Site
The location at which the Goods are delivered and/or installed.
Specialist Subcontract
Any subcontract, collateral appointment or novation entered into by the Company under a main contract, including JCT-based forms.
Terms
These terms and conditions as set out in this document.
Third-Party Standards
Any guidance, accreditation schemes, certification frameworks or warranty provider requirements, including BOPAS, NHBC and LABC.
2. BASIS OF CONTRACT
2.1 These Terms and the Invoice constitute the entire agreement between the Company and the Customer.
2.2 The Customer acknowledges that it has not relied upon any statement, representation or warranty not expressly set out in the Contract.
2.3 Samples, drawings, illustrations and marketing materials are indicative only and do not form part of the Contract.
2.4 The Company may amend these Terms from time to time; the version in force at the date of the Initial Payment shall apply.
3. QUOTATION AND ORDERS
3.1 Quotations are valid for 14 days unless otherwise stated.
3.2 The Contract is formed upon receipt of the Initial Payment.
4. PRICE AND PAYMENT
4.1 Contract Price
The Contract Price shall be as set out in the Quotation or otherwise agreed in writing and may comprise separate amounts for:
a) the manufacture, supply, delivery and (where applicable) installation of the Goods; and
b) Design Services.
Unless expressly stated otherwise, Design Services are priced separately from the manufacture and supply of the Goods.
4.2 Payment for Goods and Related Services
Where the Contract includes manufacture, supply and/or installation of the Goods, the Contract Price shall be payable in the following staged payments:
a) 10% deposit upon acceptance of the Quotation to confirm the order and reserve manufacturing capacity;
b) 30% prior to commencement of manufacturing of standard system components;
c) 30% prior to commencement of bespoke manufacturing, including project-specific cassettes or components;
d) 20% prior to delivery of the Goods to Site; and
e) 10% upon completion of the Company’s installation scope, or where installation is not included, upon completion of delivery.
Each stage payment shall be invoiced separately and is payable within 7 days of the invoice date unless otherwise agreed in writing.
4.3 Payment for Design Services
Where Design Services are provided as a standalone or separately identified scope, such Design Services shall be invoiced in full in advance and are payable within 7 days of the invoice date.
Unless expressly agreed otherwise:
payment for Design Services is non-refundable once the services have commenced; and
provision of Design Services does not oblige the Customer to proceed with manufacture or installation of the Goods.
4.4 Suspension for Non-Payment
If any invoice is not paid when due, the Company may suspend Design Services, manufacturing, delivery and/or installation without liability for delay or cost arising from such suspension.
4.5 No Retention or Set-Off
No retention shall apply and the Customer shall not set off any alleged defect, counterclaim or third-party claim against sums properly invoiced unless expressly agreed in writing.
4.6 Insurance Clarification
Any reference to insurance maintained by the Company is provided for information only and shall not be construed as limiting or extending the Company’s liability under the Contract, nor as confirmation that any particular risk is insured.
4.7 Late Payment
Interest may be charged on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5. DESCRIPTION OF GOODS
5.1 Specifications are as set out in the Invoice.
5.2 The Company reserves the right to make reasonable specification changes.
6. DESIGN & TECHNICAL SERVICES
6.1 Scope
Where included, Design Services may include system coordination, detailed component modelling, structural design of the superstructure, manufacturing information, moisture and thermal analysis, and installation sequencing, all limited to the Company’s system scope.
6.2 Limitations
Design Services:
are limited to the Company’s Goods and system interfaces;
are based on information supplied by others, which the Company may rely upon;
do not constitute lead designer services unless expressly agreed.
6.3 Standard of Care
Design Services are provided with reasonable skill and care only. No fitness-for-purpose obligation is accepted unless expressly agreed in writing.
6.4 Certification & Warranty
No representation is made that the Goods or Project will be accepted by any warranty provider, insurer or funder. References to Third-Party Standards are for alignment only.
6.5 Specialist Subcontract Priority
Where a Specialist Subcontract applies, its terms shall prevail over these Terms in the event of conflict.
6.6 Intellectual Property
All design information remains the Company’s intellectual property. The Customer receives a licence for use solely in connection with the Project.
7. SITE CONDITIONS AND INSTALLATION
7.1 The Customer shall provide safe access and storage.
7.2 The Company shall comply with applicable health and safety legislation.
8. RISK AND OWNERSHIP
8.1 Risk in the Goods passes to the Customer upon delivery or commencement of installation, whichever occurs first.
9. CANCELLATION
9.1 Cancellation more than 12 weeks before installation forfeits the Initial Payment only.
9.2 Cancellation within 12 weeks renders the Customer liable for all incurred costs.
10. DEFECTS
10.1 The Company shall, at its option, repair, replace or refund defective Goods or Services.
10.2 This clause does not apply to defects arising from third-party design or misuse.
11. LIMITATION OF LIABILITY
11.1 Liability is limited to foreseeable loss arising from breach or negligence.
11.2 No liability is accepted for loss of profit, business or opportunity.
11.3 Nothing limits liability for death, personal injury, fraud or statutory rights.
11.4 Design Services are subject to reasonable skill and care only.
12. FORCE MAJEURE
Neither party shall be liable for delay or failure due to a Force Majeure Event.
13. DATA PROTECTION
Personal data shall be processed in accordance with applicable law.
14. AMENDMENTS
The Terms in force at the date of the Initial Payment shall apply.
15. GOVERNING LAW
This Contract shall be governed by the laws of England and Wales.
Last reviewed: Feb 2026