General Terms and Conditions of Sale
These terms and conditions do not apply to Contracts in which the Purchaser is dealing as a Consumer insofar as they would be void under the Unfair Contract Terms Act 1977. The statutory rights of parties dealing as consumers are preserved throughout.
1. General Subject to the above statement in relation to Contracts in which the Purchaser is dealing as a consumer these terms and conditions govern all Contracts entered into by the Company for the supply or sale of goods or services. Any order given to the Company or the acceptance of a tender by the Company shall be deemed to constitute an Agreement to be bound by these terms and conditions. No variation of these terms and conditions shall be any effect unless agreed by a Director in writing.
2. Other Printed or Standard Conditions. It is agreed that only these terms and conditions shall apply to Contracts between the Company and the Purchaser and any documents emanating from the Purchaser which contain printed or standard conditions have been and shall be sent by the Purchaser and received by the Company on the understanding that they appear on the Purchasers documents because they are printed thereon but have no legal effect whatever and the Purchaser waives any rights which the Purchaser might otherwise have to rely on such conditions.
3. Previous Conditions These terms and conditions shall have an effect in place of any terms and conditions which may have previously been notified by the Company to the Purchaser.
4. Description of goods, drawings, specifications, catalogues, estimates and advertising matter. All goods are supplied subject to reasonable availability to the Company of suitable material. The Company reserves the right without notice to substitute materials, components and units other than those mentioned in the contract. All drawings, descriptive matter, weights, dimensions, specifications, brochures, catalogues, price lists and all advertising matter are approximate and by way of identification only and are intended merely to present a general idea of the goods and / or services described therein and their use shall not in any circumstances render any sale a sale by description, nor shall they form any part of any Contract.
5. Drawings and Design. All drawings as specifications are and shall remain the Company’s property and must not be copied, reproduced, divulged either directly or indirectly to any other person without the Company’s prior permission.
6. Capacity. Production capacity of any suppliers to the Company is only estimated but if and to the extent that tests are carried out by the Company prior to delivery the results of those tests shall be final and the Purchaser shall have no claim whatsoever if the production capacity after delivery and / or installation differs from that obtained in the tests. The Purchaser shall give the Company the earliest possible written or faxed notice of any claim being made or action pending, threatened or bought against it in relation to alleged infringement of any industrial property rights.
7. Guarantee The goods shall, if the Purchaser satisfies the Company that they have at all times been operated under competent supervision and strictly in accordance with any instruction given by the Company, be guaranteed against defects in materials and / or workmanship for a period of 6 months from the date of delivery. The Company shall under no circumstances be liable for normal wear and tear and the Company’s obligations under this guarantee are limited in the Company’s discretion to either the replacement or repair of the goods, or the giving by the Company to the Purchaser of credit to invoiced value of the goods. The Guarantee shall only operate if the Purchaser notifies the Company in writing of the intention to make a claim under the Guarantee with 7 days of the discovery by the Purchaser of any defect in the goods.
8. Exclusion of Liability Save insofar as the Company has expressly undertaken liability under the Guarantee contained in the previous condition: All express and implied warranties or conditions statutory, or otherwise as to the quality of fitness of materials, goods supplied, work or design done, services performed or any other matter are expressly excluded. The Company shall be under no liability whatsoever for any loss or damage consequential or otherwise suffered by the Purchaser whether cause by negligence of the Company, its servants, or agents, or in any other way whatsoever. It is expressly agreed that the Company shall be under no liability whatsoever to indemnify the Purchaser against: Loss, damage or injury consequential or otherwise of whatever nature and whenever and howsoever arising for which the Purchaser may be liable to third parties as a result of any act or omission as a direct or indirect result of any act or omission by the Company.
9. Prices All prices quoted are net and exclusive of Value added Tax: In the event of any increase in the cost to the Company of overheads, labour, goods, materials, insurance or transport (the list is non-exhaustive) after the date of quotations, tender or contract, or in the case of any error by the Company in quotation, the Company reserves the right to increase it’s prices correspondingly.
10. Interim Payments. The Company reserves the right to make applications for interim payments against the value of materials and of work executed and such payments shall be made within 7 days of the application.
11. Retention monies, if any, must not exceed the percentage given in the principle contract and must be released immediately when due. Any account, retention or other monies overdue for payment will be subject to interest at the Current Bank Lending rate. All retention monies shall be set aside as a separate fund and shall be paid into a separate account designated specifically for the holding of retention monies and the Purchaser shall confirm in writing within three days of the retention being made that the retention monies have been so set aside.
12. Currency. Quotations of price will normally be given by the Company in pounds sterling, but in the event of a quotation being given in a currency other than sterling and the exchange rate on the date of which any payment falls due being different from that on; The date of the quotation: or The date of acceptance of the Purchaser’s order; whichever is earlier. Then the seller shall have the right to make such adjustments as it may be reasonably consider necessary to take account such difference. All prices quoted therein are subject to alteration or withdrawal from time to time without notice.
13. Title of Goods. The Company may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Customer shall be deemed to have granted irrevocable authority to the Company to enter upon the Customers premises or other premises where the goods may be by its employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from anything to which they are attached.
14. Title of Goods. If prior to the expiry of 7 days from the date when the Company has taken possession of the Goods the Customer pays all sums then due or owing to the Company together with the costs of retaking possession of the Goods, the Company will re- deliver the Goods to the Customer at the customers expense. If within the 7 day period the Customer fails to pay all sums the due or owing to the Company, the Company may re sell the Goods and shall pay to the Customer the balance of any sums received upon the resale of the Goods after deducting all sums due or owing from the Customer to the Company and the costs of taking possession of and re- selling the Goods save that if the sums so received by the Company do not exceed all sums due or owing from the Customer to the Company and the costs of taking possession of and re- selling the Goods the Customer will pay the Company the shortfall.
15. Title of Goods. The Company will have the right to maintain an action against the Customer for the price of the Goods notwithstanding that property in the Goods has not passed. Nothing in the contract will constitute the Customer the agent of the Company in respect of any resale of the Goods by the Buyer so as to confer upon a third party rights against the Company.
16. Carriage Goods for the home market: Carriage charges will be invoiced to the Purchaser at the Company’s rates prevailing at the time of despatch. Goods for Export Market: Payment for carriage shall be upon the terms specifically stated in the contract. If no such term is stated carriage charges will be invoiced to the Purchaser at the Company’s rates prevailing at the time of despatch.
17. Loss or Damage in Transit Liability for loss or damage in transit will not be accepted accept where the following conditions apply: Damage: Delivery notes must be signed “unexamined” unless goods are inspected immediately. Notification to the Carrier and the Company must be given in writing within 1 day from the date of delivery. Loss: Passenger /Postal /Road transport. The Company must receive notification of non delivery within 7 days from the date of invoice. Railway goods: Notifications required within 21 days from the date of invoice. In the case of partial loss the Company must be advised immediately.
18. Samples. Samples are sent and inspected solely to enable the Purchaser to judge the quality of the bulk and shall not render any sale a sale by sample. All samples are to remain the Company’s property and to be returned to the Company on request
19. Variations and delays. Verbal instructions from the Purchaser and confirmed by the Seller shall be deemed to be the Purchasers written instruction to proceed if not dissented from in writing within 7 days. The Company shall not be held liable for any delay in completing the work as a result of obstructions on the site or any uneven finish due to variations in surfaces of ceilings, floors and / or walls. Any additional cost caused by such obstructions or variations will be charged as extra.
20. Site Conditions. It is the condition of this quotation that buildings to receive the partition and / or ceiling installation must simulate as near as possible the conditions which prevail after occupation. All external glazing and doors etc, must be installed and all internal finishes (e.g. flooring, screeding, plastering etc), must be completed and thoroughly dried out before installation of the partitions and / or other works commenced.
21. Site Conditions. Unless specifically stated in the estimate, the Company makes no provision for any expenditure in connection with obtaining licenses or for the use of power, gas, water or other services on the site and any such expenditure will be charged as extra. Where electrical work is to be contained in the partitioning the Purchaser or their Agents are responsible for ensuring that the circuit will be earthed in accordance with I.E.E and statutory requirements. In those cases where the floors, walls and or ceilings require special fixing treatment the Company is to be advised of this at the time of receiving the enquiry. Failure to comply with this condition will cause our quotation to be null and void.
22. The Purchaser shall take all responsibility for ensuring that requirements of the Building Control Act 1966 and the Company are not liable whatsoever in regard thereto.
23. General Material Supply. Material supplied and delivered for erection by others shall be checked by the Purchaser against the Suppliers specification before erection and any items found to be incorrect or defective shall be notified to the Suppliers for replacement before erection as the Supplier will not accept charges for any costs incurred in dismantling incorrect or defective items and fitting of replacement items. The Company does not hold themselves responsible for any defects or damage to their materials or work caused by dampness, excessive temperatures, movement in buildings, chemical action or by any causes over which they have no control. All Goods deposited on the Purchasers premises whether for subsequent erection or not are at the Purchasers risk.
24. Ratings Whilst every care will be taken in the manufacture and erection of partitioning, where dB sound reduction values are quoted they are based upon results obtained under laboratory test conditions and such dB values refer only to solid partitions, i.e. unglazed panels and without doors.
25. Patents The Purchaser shall indemnify the Company against all damages, penalties, costs and expenses arising out of any patent or registered design(or any claim for such infringements) involved in work carried out in accordance with the Purchasers Specification.
26. Payment. Payment without any discount or deferment on account of disputes or costs claimed is due on the delivery of goods (or supply of services to the Purchaser. In the event of any part of the Purchase Price remaining outstanding after the due date for payment the Company reserves the right to charge at the rate of 8% pa above the Bank of England Minimum Lending Rate for the time being in force on all outstanding sums, interested to run from day to day and to accrue after as before judgement. The Company reserves the right to demand security for payment at any time before continuing with or delivering any order and in addition the Company shall have the right in it’s absolute discretion to cancel or suspend forthwith any contract subsisting with the Purchaser without prejudice with the Company’s rights to recover any loss or damages sustained.
27. Insolvency / Default If the Purchaser, or if the Company reasonably believes that events set out below are to take place; Being a Company: Has a petition for it’s winding up: or Passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction): Compounds with it’s creditors: or Has a Receiver or Administrator appointed overall or any of its assets: or Being an Individual: Becomes bankrupt or insolvent: or Enters into any arrangement with His/ Her creditors: Commits a serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days after receiving notice to do so): The price of the goods invoiced and delivered shall immediately become due and payable to the Company and in addition the Seller shall have the right in its absolute discretion to cancel or suspend forthwith any contract subsisting with the Purchaser without prejudice with the Sellers rights to recover any loss or damage sustained.
28. Dispatch and Delivery Any time or date quoted by the Company for delivery is given and intended as an estimate only and the Company shall not be liable in any manner whatsoever or for any loss or damage whatsoever for failure to deliver within such time. No delay, failure or other default in respect of any delivery, part or instalment shall entitle the Purchaser to treat the Contract repudiated. If delivery or collection of the goods is delayed as a result of any act or omission by the Purchaser, payment shall nevertheless be due to the Company as if the goods had been delivered when ready and the Company shall be entitled to make a reasonable charge for storage of the goods until the Purchaser actually takes delivery thereof.
29. Risk and property in the Goods Notwithstanding any other Contract Term, risk in the Goods shall pass to the Customer when the Goods are delivered to the Customer or its agent. The Property (both legal and equitable) in the Goods shall not pass to the Customer until the purchase price of the Goods and payment to the Company of any other sum which is at the date of the contract or there after become due or owing from the Customer to the Company has been paid in full. Until property in the Goods has passed to the customer or until delivery of the Goods to a third party pursuant to the permission given below, the Customer will hold the Goods in a fiduciary capacity, will not obliterate any identification mark on the Goods or their packaging and will keep the Goods separate from any other goods. Prior to the property in the Goods passing to the customer the Company permits the Customer to deliver the Goods to a third party pursuant to a bon fide and arms length agreement to re- sell the Goods and allows the Customer to convert or incorporate the Goods into or mix the Goods with other goods but such liberty will cease upon termination of the contract. Where the Company is unable to determine whether any goods are the Goods the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the customer.
30. Force Majeure Without prejudice to the generality of any previous exclusion or limitation of liability. The Company shall not be liable for any failure to fulfil any term of any transaction governed by these terms and conditions if fulfilment has been delayed, hindered or prevented by any circumstance beyond the Company’s reasonable control including but not limited to the following: Act of God, war, riot, civil commotion, strike, lock-out or other labour disturbance or restriction, fire, flood, explosion, import restriction, or failure on the part of the Company’s normal suppliers to make deliveries. If the Company is able to fulfil some but not all of the demand for its goods it may allocate its supplies amongst its customers in such a manner as the Company in its absolute discretion consider to be fair.
31. Access to Site The Purchaser will ensure that at all times the Company has free access to the site where the goods are to be delivered. In the event of the Company being unable to obtain access to the site, or the site not being in a condition in which the Company can deliver the goods, then the Company shall be entitled for all of the costs incurred in any abortive visits to the site required to deliver the goods.
32. The Contract is made on the strict understanding that provision will be made on the site free of charge for the use by the Company of all equipment and facilities necessary including lifts and any other services required by the Company to carry out its obligations in accordance with the conditions herein.
33. Notices Any notice to be given under the Contract shall be in writing, sent by facsimile transmission or by first class letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or on the day following that on which the notice was posted
34. Law Governing the Contract and Jurisdiction. The contract shall in all respects be construed and operated as an English Contract governed by English Law and any dispute arising out of or in connection therewith shall be referred to the English Courts to the jurisdiction of which the Purchaser agrees to submit.
35. Granting of Credit Facilities. Credit facilities may be provided on request and a maximum credit limit will be set by the Company. If the Customer is a Limited Company, it’s Directors will upon entering into an agreement for credit facilities (whether orally or in writing) accept personal liability on behalf of the Customer regarding payments for goods supplied by the Company to the Customer.
36. All disputes on invoices to be notified in writing within 14 days of invoice date
37. Prices for installation are based on continuous uninterrupted working and unhindered access for installation during normal working hours i.e. 8:00am to 5:30pm Monday to Friday only. Should we have to make additional visits to install any items due to any of the areas concerned not being available to us there will be a full days installation charge levied against each additional visit.
38. Bespoke products supplied by The Glass Radiator Co are manufactured wholly to customer specifications. Once the order is placed there is no ‘Right to Cancel’ – the cancellation charge would be 100% of the unit cost(s).
39. Time of delivery shall not be the essence of the contract, nor shall the Purchaser have the right to make it such. Whilst every endeavour shall be made to adhere to any quoted or agreed delivery date or programme, the company shall in no circumstances be liable for any costs due to delay in delivery, whether due to shortages of material, labour or any other cause whatsoever.
40. Payments shall be made at the time specified. The amount shall not be subject to any discount or set off whatsoever except with prior agreement in writing by the Company. Payments not received within 30 days from the date of invoice will be subject to the additional charges as set out in the European Communities “Late payment in commercial actions” regulations 2002.
41. In the case of goods exported, or sent by independent freight carrier whether arranged by the Company, or others, the Purchaser agrees to comply in all respects, with the carriers conditions of carriage for notification of claims, loss, or damage in transit.
42. It is the responsibility of the Purchaser to insure the goods in transit and to pay any costs to the Company for arranging such insurance
43. The Purchaser agrees that these conditions of sale shall bind any subsequent orders and business with the Company unless expressly excluded or varied in writing by the company.
44. Switchable privacy glass (LC Smartglass) will be sold of merchantable quality, fit for purpose and as described. Caveat emptor, the Purchaser is responsible for ensuring that the goods they are purchasing are the goods that they expect to receive. It should be noted that there will always be an element of haze within the switchable privacy glass (LC Smartglass). This will not be considered or constitute reason for return or refund.
45. If for any reason the materials supplied develop a fault within the warranty period which is considered to be due to bad workmanship or material faults, The Glass Radiator Co. will repair or replace at there discretion, such items to the original specification. The Glass Radiator Co will not be held responsible or accept any costs incurred by others which are associated with access, removal or replacement of the goods.