|
Terms and conditions of sale
Explained
Note: An explanation of all our
Terms and conditions of sale are marked in red.
1. Definitions
‘The Company’ means the appropriate Company belonging
to The Folding Sliding Doors Company.
‘The Customer’ means the Corporate Entity, firm or
person seeking to purchase goods or services from the Company.
‘The Goods’ means the goods, which the Company is to
supply in accordance with these Conditions of Sale. Any reference to the
Goods shall where appropriate include a reference to part of them.
‘The Services’ means the services, which the Company
is to supply.
2. Application
(i)
These conditions shall apply without modification and to the
exclusion of all and any other conditions including any appearing in any
quotation, form of acceptance, delivery form or other document or letter
emanating from the Customer to the Company unless otherwise agreed by the
Company Chairman or Secretary in writing.
Conditions within the Terms
and conditions of sale apply unless alterations are agreed to by a
company shareholder in writing.
3. Official Orders
All orders are placed and accepted by the Company only
under these terms and conditions; by way of 50% of the total value of The
Goods and Services being paid as a deposit payment along with the order;
or where credit is given to the Customer by the Company such orders are
then additionally subject to satisfactory references.
Orders are only accepted with the appropriate cleared
payment and a fully completed order form.
All orders are accepted
with 50% deposit of the full amount of the goods and a fully completed
order form.
4. Prices
(i) Prices are quoted on a day to day basis and are
subject to variation without notice.
(ii) The Company’s prices for Goods or works are based
on the cost to the Company of Goods or materials, labour and transport
(including the cost of conforming to obligations imposed by Statute or
Government Order) on the day when such prices were quoted in the absence
of a quotation when such prices were agreed. Should the cost to the
Company of obtaining or delivering the goods or materials or executing
the work in question increase by reason of any subsequent fluctuation in
such costs or due to changes in currency exchange rates, alteration in
tariffs and import changes or taxes or changed, delayed or incomplete
Customer instructions the Company reserves the right to make a
corresponding increase in their prices.
Material costs change on a
daily basis and depend on market conditions; however, we do try to honour
every estimate for 60 days.
(iii) Errors and omissions by the Company in importing
the agreed terms into the written quotation shall entitle the Company
either to submit to the Customer a revised quotation including if
applicable a quotation for any works or materials not in contemplation
when preparing the preceding quotation and this preceding quotation shall
have no effect or to proceed with the existing quotation at the Company’s
sole option.
It must be accepted that
errors during the quotation stage can occur. We reserve the right to
introduce a new quotation if it is deemed that the original quotation was
made with errors or omissions.
(iv) Published prices and/or quotations are merely
invitations to treat and do not constitute offers. Published prices
and/or quotations are given only as indications made in good faith and
are subject to variation or withdrawal without notice.
(v) All prices quoted are exclusive of Value Added Tax
unless stated by the Company as being to the contrary.
5. Assignment
The Company has the right to sub-contract any order or
any part or parts of any order.
During busy periods or for
products that we do not manufacture at our factory, we sometimes use
other reputable companies to carry our works on our behalf.
6. Payment
(i) If a deposit has been paid then the final balance
for Goods or Services shall be made 7 Days prior to the delivery date
agreed between the Company and the Customer, this shall be cleared funds
, cheque payments shall allow an extra five days for funds to clear.
We require the fully
cleared balance payment 7 days prior to delivery. 7 days must be allowed
for us to program the logistics and loading of our vehicles.
(ii) If payment has not have been made in accordance
with clause 6(i) the Company shall be entitled to (a) rescind any
discount offered making the original full price of the product payable
(b)recover from the Customer interest, payable at the County Court rate
applicable at the time of the contract, on any outstanding balance until
the actual date of payment. This right shall exist without prejudice to
any other right of the Company.
Payment must be made by the
date indicated on the invoice. The company reserves the right to rescind
any offers of discount if the customer fails to pay on time.
(iii) The Company reserves the right at any time at
its discretion to demand security for or vary the terms and method of
payment, for continuing with or delivering Goods or Services in
satisfaction of the order, notwithstanding any subsisting agreement to
provide credit to the Customer. The Company shall notify the Customer in
writing of such variations.
(iv) Should the Customer fail to make any payment on
the due date then the Company shall be entitled to cancel any subsisting
supply contract with or suspend any further deliveries to or collections
by the Customer and also appropriate any payments made by the Customer
for such other Goods, Services or materials or goods, services or
materials supplied to the Customer under any contract as the Company may
think fit notwithstanding any purported appropriation by the Customer.
The Company shall not incur any liability to the Customer in respect of
such cancellation or suspension and this right shall exist without
prejudice to any other right of the Company.
7. Right of set-off
Any sum payable by the Company to the Customer on any
account may at any time be offset by the Company, at the Company’s sole
discretion, against any sums payable by the Customer to the Company.
8. Cancellation
(i) The Customer without a credit facility may cancel
an order with the company up to 7 days from the date of order and a full
refund given, any orders cancelled after the 7 days will incur a charge
to indemnify the company against all expenses, losses, up to the time of
cancellation. The Company shall retain any payment made by the Customer,
including deposit payments.
The customer has 7 days to
cancel an order, after this there will be charges incurred if works have
already started and glass has been ordered.
(ii) If the Customer being a company has a petition
presented for its winding up or any administration or passes a resolution
for voluntary winding up otherwise than for the purpose of bona fide
amalgamation or reconstruction or enters a scheme of arrangement or
Voluntary Arrangement of compound or makes any proposals to or enters
into any arrangement with his creditors or has a Receiver or Manager or
Administrative Receiver appointed over all or any part of its asset or if
the Customer being an individual or Firm has a petition presented for his
or its bankruptcy or becomes bankrupt or insolvent or enters into any
arrangement with his or its creditors or makes or has made an application
for interim order in connection with a proposal to creditors or voluntary
arrangement or commits in either case a serious breach of this Agreement,
such breaches to include breach of the Company’s assigned credit limit
for the Customer, receipt of an adverse credit status report of the Customer
by the Company, withdrawal of the Company’s credit insurance cover for
the Customer, then the Company shall be entitled to treat the Contract as
being at an end or suspend any further deliveries under the contract. If
the Goods have been delivered but not paid for the price shall become due
immediately regardless of any previous agreement to the contrary.
(iii) The Customer shall not be entitled to cancel the
Contract without the written agreement of the Company signed by a
Director. In the event of such agreed cancellation the Customer shall
indemnify the Company fully against all expenses, losses, claims and
demands incurred up to the time of such cancellation including payment
for such amount as the Company will be required to make to sub-contractors
and other third parties as necessary.
9. Delivery
(i) Any statements made by the Company as to the time
or date for delivery of Goods, materials or Services for completion of
any work are an approximate estimate based on the current trading
conditions.
(ii) The Company is not liable for any delay in the
delivery of the Goods nor is its liable if it is prevented from
delivering Goods, materials or Services or executing work for any causes
beyond its control, such causes may include Act of God, force majeure,
war or hostilities, legislation, Government Order or direction, and
strike, lock-out, labour disturbance, civil commotion, fire, accident,
breakdown of machinery, or any lack or shortage of labour or materials,
or reduction, or delay or stoppage of the output at the works or makers
of any goods or materials required and in any such case the Company are
to be released from any obligation to complete the contract with the
Customer by a particular time. This right exists without prejudice to the
Company’s right to recover payment for Goods or materials already
delivered or work already done. Time of delivery is not of the essence of
the contract.
(iii) Unless otherwise expressly agreed by the Company
in writing all deliveries, made or work done at the Customer’s request on
Public Holidays and outside the Company’s normal working hours will be
subject to extra charges. Notification of such charges may be obtained by
the Customer at his request from a Director or General Manager of the
Company.
(iv) Delivery will be deemed to have been effected
when the Goods leave the Company’s premises or the premises of the
Company’s supplier in circumstances where the Goods are delivered direct
from such suppliers.
(v) The Company reserves the right to make delivery by
installments and to tender a separate invoice in respect of each
installment. Each delivery shall constitute a separate contract.
(vi) If agreed between the parties the Goods may be
collected by the Customer. Collection of the Goods must take place within
fourteen days from the agreed collection date or the dates notified by
the Company as available for collection or the date of this contract
whichever is later. Thereafter the Customer will incur storage charges at
the rate currently applied by the Company. Details of such storage
charges may be obtained by the Customer at his request from a Director or
General Manager of the Company.
(vii) Upon collection of the Goods the Customer shall
be solely responsible for the size, weight and positioning of any load on
his vehicle and shall fully indemnify the Company for any claims or
action arising therefrom.
(viii) Where the Company agreed to deliver the Goods
delivery shall be to the nearest hard metalled road surface. The Customer
shall be entirely responsible for the prompt unloading of the Goods and
the provision of suitable labour and equipment.
(ix) The Customer shall take delivery or accept the
Goods within the time limit provided in the contract. If the Customer
fails to accept the Goods or to give the Company adequate delivery
instructions the Company will store the Goods until actual delivery to
the Customer or until the Goods are disposed of. The Customer shall be
liable for the costs of such storage and insurance of the Goods.
Alternatively the Company may sell the Goods at the best price readily
obtainable and the Customer shall be liable to pay the costs of the sale.
If the Goods are sold for less than the price payable by the Customer,
the Customer shall be Iiable to pay the Company the difference in price.
(x) Notwithstanding delivery, title in the property of
the Goods shall not pass unless it is in accordance with Clause 13.
The company offers a kerb
side delivery service. One man and one vehicle. We deliver to the nearest
kerb side only. The customer is required to provide at least 2 able
bodied persons to off load the vehicle. Our driver drives. He does not
carry. The Health and Safety Executive does not permit him to carry.
10. Performance
(i) Unless otherwise agreed in writing by the Company
the Customer must, free of charge: (a) erect, maintain, dismantle and
move all scaffolding and plant required for the Company’s works, and (b)
provide any water supply, artificial lighting, and electric power
required for the Company’s works, and (c) unload goods, plant and
material immediately on arrival at the prescribed destination and provide
secure and dry storage, and all reasonable facilities for execution
thereof.
If the company is
installing, the customer must provide conditions to enable the
installation.
(ii) All joinery supplies should be kept by the
Customer in a dry place, well stored, and if supplied un-coated should be
primed or stained immediately on receipt. Any subsequent cut surface must
be primed or stained before fixing in position. Further decoration must
be completed as soon as possible by the Customer using a reputable system
in accordance with the manufacturer’s recommendations. The Company
accepts no responsibility for effects incurred to the Goods if the Goods
are supplied un-coated and if the Goods remain un-coated when exposed to
weathering elements. If the Customer purchases the Goods un-coated, then
no guarantees or warrantees are made by the company in respect of the expected
life of the Goods.
All goods supplied must be
laid flat, and not stood, in a dry place. Goods supplied untreated must
be treated immediately, the company cannot guarantee the endurance of any
goods supplies untreated.
(iii) The Company shall carry out its work on a
continuous basis during normal working hours and the Company’s price is
fixed accordingly. If special visits have to be made to the site or work
has to be carried out in an uneconomical manner if time is lost or
additional expenditure incurred due to the Company’s operative being
denied access to or waiting on site or having to return to the site to
commence or continue work. The Company reserves the right to make an
extra charge to cover such cost. The Company’s prices are subject to public
transport being attainable to within reasonable distance of the site of
the work and suitable lodgings being available at current substance
allowance rates. The Company reserves the right to make an extra charge
should these conditions not be fulfilled. Notification of such charges
maybe obtained by the Customer at his request from the Company.
The company allocates one
single visit to carry out installations. Further visits to site due to
problems incurred by the customer will be chargeable.
(iv) The Company shall only install the Goods into
fully prepared openings that have the correct tolerances allowed and
solid structural sides all round to enable a level, firm and secure
fixing of the Goods; these include: steel, solid brick, concrete and structural
timber beams or lintels. If however the Company cannot install the Goods
due to incorrect opening sizes, no tolerances allowed, openings not being
of a structural sound quality to enable level, firm and secure fixing,
disruption by other trades or obstruction e.g. scaffold being directly
outside or inside the opening aperture. The Company reserves the right to
incur additional costs to the Customer for re-attending site to complete
works.
The customer must provide
the correct opening requirements to enable the goods to be installed. The
will be additional charges if the goods cannot be installed on the day of
attendance.
(v) All safety, health, welfare facilities and
arrangements where applicable are required to comply with all health and
safety regulations and legislation for the time being in force and are to
be provided by the Customer free of cost to the Company.
11. Responsibility
(i) The Company’s workmen are instructed to exercise
due care and skill in doing their work and the Company will not accept
responsibility for damage to the fabric or the contents of the buildings
or the work of other trades however caused. The Customer shall have no
claim in respect of any damage or loss to the personal property of the
Customer or any other persons, except in respect of death or personal
injury, caused by theft, fire, explosion, flooding or any other materials
whether caused by accident or negligence arising from any other apparatus
or materials required for the purpose of the Company’s work. All safety,
health, welfare facilities and arrangements where applicable are required
to comply with the Building (safety, health and welfare) Regulations 1948
and any other like regulations for the time being in force are to be
provided by the Customer free of cost to the Company.
The company does not accept
any responsibility for damage caused to the fabric or contents of the
building during installation. The customer is responsible for any
insurance required in such an event.
12. Inspection and Testing
(i) The Customer must carefully examine the Goods and
materials immediately upon their delivery and in relation to those Goods
and materials which are of the Company’s manufacture must notify the
Company in writing within 3 days of delivery of any short delivery,
variance between the Goods and materials delivered and the delivery note
or defects or damage reasonably discoverable on careful examination. In
the absence of notification the Company excludes all liabilities in
respect of any short delivery, defect or variance, which should
reasonably have been discovered on careful examination. Any damage to
fully finished frames must be recorded on the delivery note at the time
of delivery. Additionally the Company will make good any variance, defect
or damage which was not reasonably discoverable by careful inspection
upon delivery if notified of such within 1 month of the date of supply of
the Goods and materials. This shall be the limit to the Company’s
obligation and under no circumstance will the Company be liable for any
direct, indirect or consequential loss or damage resulting to the
Customer or any other person whatsoever or howsoever arising from any
such shortage, variance, damage or defect.
The customer must examine
and quantify all goods delivered at the time of delivery. The customer
must inform the company of any damage or missing parts within 3 days of
delivery.
(ii) The Company shall be under no liability where
damage, shortage or variation in the terms of the delivery note or
defects are complained of by the Customer unless it is given reasonable
opportunity by the Customer to inspect the consignment in which the Goods
complained of were contained and all or any strapping, batons or
packaging provided by the Company.
(iii) In respect of materials supplied, which are not,
the Company’s manufacture no guarantees are given nor Liability accepted
by the Company beyond such guarantee or liability as given or accepted by
the actual manufacturers.
The company cannot give
guarantees on good that the company does not manufacture.
(iv) The Company will not be liable for any fixing
charges incurred by the Customer arising from any Goods or materials or
work done proved to be defective or delayed and shall not be responsible
for any additional overheads, administrative expenses, contractual
penalties or other cost, claims and demands arising from the Customer’s
obligations to any third party and due indirectly or directly to any
defects or delays in the Goods or materials supplied or work done by the
Company. The Customer accepts that it is their responsibility to insure
against these risks.
The company is not liable
for any costs incurred by the customer in the event of a delay or defect.
The customer will have responsibility for insurance against this.
(v) Any alleged shortage, delay, damage or defect
shall not constitute valid grounds for a Customer to delay payment in
respect of the Goods delivered and for the avoidance of doubt the
Customer shall be required to pay for all Goods and materials supplied in
respect of which there is an alleged claim for damage, delay, defect or
variation from the terms of the delivery note or other default in
accordance with the provision of the agreement.
Alleged shortage, delay,
damage or defect does not constitute grounds to delay payment for the
goods.
(vi) All special tests and inspections reasonably
required by the Customer or his agents shall be carried out at a location
determined at the Company’s discretion and shall be at the Customer’s
expense.
13. Passing of Property and Risk
(i) Ownership of the Goods remains with the Company
and will not pass to the Customer until either the Company is paid for
all the Goods and no other amounts are owed by the Customer to the
Company in respect of other Goods supplied or the Customer sells the
Goods in accordance with this agreement in which case ownership of the
Goods shall pass to the Customer immediately before the Goods are
delivered to the Customer’s purchaser.
(ii) The Customer must store the Goods separately from
any other goods until they become the Customer’s property or the Customer
delivers them to a purchaser. At all times the Goods are to be kept in
good and substantial repair and condition and the Customer will not allow
any interference with any identification marks or serial numbers on the
Goods.
(iii) If the Customer is overdue in paying for the
Goods or any goods supplied the Company may if still the owner of the
Goods recover and resell them. The Company may enter the Customer’s
premises for this purpose and this right does not prejudice the any other
right of the Company.
(iv) Until the Customer has paid the Company for the
Goods and all other goods supplied to him by the Company the Customer
holds the Goods on trust for sale. If the Customer sells the Goods the
Customer shall hold the proceeds of sale on trust for sale for the
Company in a separate bank account. Further the Company may trace into
any bank or other account, which the Customer maintains. If the Customer
sells the Goods the Company may by written demand require the Customer to
assign to the Company the Customer’s rights to recover the price from a
subsequent purchaser.
(v) The Customer must not assign to any other person
any rights arising from the sale of the Goods without the written
consent, of the Company’s Chairman or Secretary. Where such consent is
given it is conditional upon the assignee accepting the conditions
between the Customer and the Company.
(vi) The Customer must insure the Goods against all
insurable risks for the price due to the Company for the Goods.
(vii) If the Goods are destroyed by an insured risk
before the Customer has paid for them the Customer shall hold the
proceeds as the Company’s trustee.
14. Quality
(i) Where samples are submitted these are drawn from
bulk and are representative of the whole and no guarantee can be given
that every item will be the same in all material respects as the sample.
If the company supplies
samples to the customer. The company cannot guarantee that the goods will
match the sample exactly.
(ii) The Goods or materials supplied are on the basis
that they conform to the written descriptions contained on the order or
conformation where supplied. No warranty can be given that the Goods or
materials supplied conform to the sketch plans or drawings provided to
the Company by the Customer or to illustrations or descriptions in
catalogue or trade literature.
(iii) In the event that the Company provides estimates
of quantities or measurements on the basis of drawings and/or Bills of
Quantities and/or specifications submitted by the Customer the Company
shall exercise reasonable care in providing such but the Company accepts
no liability for inaccuracies in the estimates or calculations.
(iv) Any Goods manufactured to the design or
specification of the Customer or its experts or detail taken off plans
supplied by the Customer are produced without warranty of any kind except
their compliance with the design or specification. The Customer will
unconditionally fully and effectively indemnify the Company in respect of
any claim, cost or expenses, losses or demands resulting there from
including the infringement of patent, copyright, design, trademark or any
industrial or intellectual property rights resulting from the Company’s
use of the said design or specifications.
(v) When estimates are provided by the Company on the
basis of plans and specifications supplied by the Customer then the
Customer shall recheck the specification and quantities quoted and shall
be deemed to have accepted the specifications and quantity specified when
placing the order unless written notice of any variations are given to
the Company.
(vi) Design and advisory services (including the preparation
of drawings, specifications, contract particulars and the like) shall be
provided by the Company with reasonable skill and care but no other
representations or undertakings are made or are to be implied in
connection with any such services nor shall the Company be under any
liability whatsoever in respect of these services if erection is carried
out before any necessary approval, commissions and consents of third
parties are obtained.
(vii) If the Company arranges processing of Goods and
materials on behalf of the Customer by a third party such processing will
be carried out under the standard terms and conditions of the third party
and entirely and at the Customer’s own risk. No undertakings or
warranties either expressed or implied are given in respect of any
processed goods. The Customer shall be entitled to copies of third party
standard terms and conditions as appropriate on written request. The
Company’s liability in respect of loss or damage to processed goods shall
be limited to the costs and expenses of such processing operation and
shall not be determined by the inherit value of the goods or materials
thereby processed.
(viii) The Customer is deemed to be fully conversant
with the nature and performance of the goods and materials supplied to it
including any harmful, hazardous or dangerous effects resulting from
their usage or misuse and shall not be reliant in any way upon the
advice, skill or judgment of the Company or its servants, agents or
employees who are not authorised to make any representations concerning
the goods whatsoever other than those confirmed by the Chairman or
Director of the Company in writing.
The customer knows how the
product works, operates and understands the full principle of the goods.
(ix) To the extent that any third party goods or
services supplied to the Company validly excludes, restricts or limits
its liability to the Company in respect of goods or materials supplied or
any loss or damage arising in connection therewith then the liability of
the Company to the Customer in respect of such goods and materials shall
be correspondingly excluded, restricted or limited. The Customer shall be
entitled to receive details of any such exclusion, restriction or
limitation upon request to the Company.
(x) If the materials are supplied to the Customer of a
specified grade no warranty is given that the grade will be suitable for
the purposes required by the Customer.
15. Indemnity
(i) Should the Company incur any liability whether by
court proceedings or by bonafide out of court settlement or by
Arbitration under clause 17 or as a result of a claim against the Company
in respect of an alleged defect or defects in the Goods or materials
supplied or Services provided or any other claim then the Customer must
indemnify the Company against the liability.
(ii) In no circumstances shall the Company’s liability
in contract, tort or otherwise to the Customer arising out of or in
connection with this Contract or the Goods or materials supplied hereunder
exceed the invoice price of the particular Goods or materials concerned.
If the company were to
incur liability, the customer releases the company of
responsibility for any charge over and above the original value of the
invoice. If , however, company takes responsibility, the company will
only honour liability to the value of the original invoice. This does not
affect you statutory rights.
16. Enforceability
Should any provisions of these terms and conditions be
held by a competent authority to be invalid or unenforceable in whole or
in part then the validity of the remaining provisions shall not thereby
be affected.
17. Arbitration
The Company or the Customer may give written notice to
the other of any question, dispute or difference, which may arise between
them in relation to, or in connection with the contract, and they shall
have the right to arrange a meeting between each other to discuss such
matters. In the event that such a meeting is not arranged the same shall
be referred to the arbitration of a person mutually agreed upon or
failing agreement within one calendar month of some person appointed by
the President for the time being of the Institute of Arbitrators. The
submission shall be deemed to be a submission within the meaning of the
Arbitration Act 1950 or any other statutory modification or re-enactment
thereof.
18. Jurisdiction
This contract shall in all respects be construed and
operate as an English contract and in conformity with English Law and the
Company and Customer agree to submit to the jurisdiction of the English
Courts.
|
