TERMS & CONDITIONS OF SALE
- The definitions in this clause apply to the Terms and Conditions set out in this document:
Goods: the products that We are selling to You as set out in this Order.
Installation Services: the installations services which You agree to purchase from Us.
Order: Your order for the Goods and/or Installation Services.
Price: is defined in Clause 9 of these Terms.
Terms: the terms and conditions set out in this document and any special or additional terms and conditions agreed in writing by the Company and You.
Company, We, Us or Our: Abbey Glass (Cardiff) Limited (Registration Number 02759615) whose registered address is Unit 3 Ynyshir Industrial Estate, Ynyshir, Porth CF39 0HU
Writing or Written includes faxes and e-mails.
Customer, You, Your: any person that Orders from Us Goods and/or Installations Services.
- Headings do not affect the interpretation of these terms.
2.1 From time to time improvements and changes are made to Our products. You acknowledge and agree that You shall receive delivery of Goods which comply with the Company’s latest basic design and specification maybe affected without notice to You that the Goods shall be of equal or greater quality
2.2 This contract contains all the Terms agreed between Us and You and no variations of these Terms shall bind either party unless previous agreement in writing signed by both You and a director of the Company.
2.3 No omission by Us whether by way of indulgence or otherwise of failure to enforce or delay in enforcing Our rights hereunder shall be constructed as a waiver of any of Our rights.
2.4 You shall be responsible for ensuring the accuracy of the terms of the Order (including all applicable specifications) and You are deemed to have verified the accuracy. We may need to make changes to the specification of the Goods if required to conform with any applicable safety or other statutory requirements.
2.5 You may at any time before any agreed delivery or installation date amend or cancel an Order by providing Us with written notice. If You amend or cancel an Order, Your liability to Us shall be limited to payment to Us of all costs (including any agreement to waiver Your rights to cancel in this 7 working day period if applicable) reasonably incurred in fulfilling the Order until We receive Your amendment or cancellation, except that where the amendment or cancellation results from Our failure to comply with these Terms You shall have no liability to Us for it.
- The Goods
3.1 We warrant that on delivery the Goods shall:-
(a) Conform in all material respects with their description;
(b) Be of satisfactory quality;
(c) Be fit for any reasonable purpose for which You use the Goods;
(d) be free from material defects in design, material and workmanship (please note that We cannot accept liability for imperfections of a minor or insignificant nature – this is in accordance with the guideline set out by the Glass & Glazing Federation); and
(e) comply with all applicable statutory and regulatory requirements.
3.2 This warranty is in addition to Your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms.
3.3 The warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by You or any third party, if You use the Goods in a way that We do not recommend, Your failure to follow Our instructions, or any alteration or repair You carry out without Our prior written approval
3.4 We will take reasonable steps to protect the Goods properly and to ensure that You receive Your Order in good condition.
3.5 These Terms apply to any repaired or replacement Goods We supply to You in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.
3.6 Our Price for the supply of Goods will be based on current costs. Our quotations will apply for 28 days and thereafter will be subject to confirmation.
3.7 Partial acceptance of any quote may affect the prices.
3.8 Any quotation letter and elevation summary provided will be Our interpretation of the contract and supersedes all contract specifications documents and drawings.
3.9 If the Goods are to be manufactured by Us or any process is to be applied to the Goods by Us in accordance with any specifications submitted by You, You shall indemnify Us against all loss, damages, costs and expenses awarded or incurred by Us in the manufacturing or process procedure.
- Defective goods and returns
4.1 In the unlikely event that the Goods do not conform with the these Terms, then, subject to clause 4.2 – 4.4 We will check whether the goods are faulty and if so We will:
(a) provide You with a full or partial refund;
(b) replace the Goods; or
(c) repair the Goods
4.2 If any due payment is outstanding We may refuse to carry out remedial works (including any guarantee provision) where reasonable.
4.3 No claim will be accepted if You or an authorised representative have signed a satisfaction note confirming that the Goods and/or the Installation Services supplied have been delivered and/or installed to Your satisfaction.
4.4 Any dispute or claim must be notified to Us within 7 days of the invoice date, or delivery date whichever is the later. Claims made outside this date will not be accepted by Us.
5.1 Delivery and/or installation dates suggested are estimates only and subject to Our written confirmation. Whilst We Use reasonable endeavours to effect delivery and complete installation by estimated dates, You shall not be entitled to terminate these Terms by reason only of Our failure to effect delivery or complete installation by the estimated dates.
5.2 We will endeavour to meet the estimated time frame for delivery and installation. In the event of delays in completing works, You will be kept informed. If there are any special circumstances which make the estimated completion date particularly important, these should be notified to Us in writing prior to You placing the Order.
5.3 Time shall not be of the essence of this contract.
5.4 In no circumstances shall We be liable for any delay in transit or delivery, where a third party delivery service has been engaged to make delivery and the reason for the delay lies with that third party.
5.5 Where a representative or representatives of Our Company attend the place of installation and are unable to undertake installation due to circumstances beyond their control, We shall levy a charge for such aborted visit.
5.6 We reserve the right to make deliveries of Goods and/or Installation Services by instalments and to render a separate invoice in respect of each instalment which must be paid in accordance with clause 9.3.
5.7 If We exercise the right to make deliveries and/or services in accordance with the above clause 5.6 then any delay in the provision of such deliveries and/or services, or failure to deliver any further instalment or instalments, shall not entitle You to reject these Terms or the delivery/service of any other instalment or to withhold payment in respect of any instalment previously delivered.
6.1 We will carry out only the Installation Service provided to You in writing or on any final survey sheet if applicable.
6.2 You will permit Us (and Our agents, employees and contractors) access to the installation site at all reasonable times so that We may complete the installation between the hours of 9am and 9pm. Should You require work outside those times, prices will be subject to pre-agreed rates.
6.3 We cannot accept liability for imperfections of a minor or insignificant nature.
6.4 If any installation is to be made at a position in excess of 10 metres above ground level, We must be informed in advance of Installation Services being carried out.
6.5 If equipment is required (for example cherry pickers, hoists, scaffolding etc.) it is the responsibility of You to provide the necessary equipment, unless otherwise agreed with Us beforehand in writing.
6.6 No allowance will be made for site measurements of structural openings. All manufacturing is based on architect sizes/drawings where produced, unless a site survey has been undertaken by Us.
6.7 Our Price for the Installation Services is based on installation into a clean fully prepared opening with a clear working area both internally and externally and installation to be carried out during one continuous period. Should this not be the case We have the right to withhold installation until We find the area to be in an acceptable condition. If You have to put the work area into an acceptable condition for Us to work, you shall not be entitled to terminate these Terms by reason only of Our failure to complete installation by the estimated dates.
6.8 We will make good any damage caused in the course of installation to plaster, floor, rendering or brickwork immediately surrounding any window or door installed by Us but under no circumstances can We undertake to provide matching ceramic or other tiles or specialise in finishes, nor can the colour of the making good or rendering be guaranteed to match the existing rendering. We do not provide or apply any decorative finish to such making good.
6.9 We will do Our utmost to keep any damage to a minimum but We cannot guarantee to avoid damage to wall paper or paint work surrounding the installation and any re-decoration as a result of such damage shall be the responsibility of You.
6.10 We will not be liable for damage of any description arising from the installation or Use of the Goods where such damage is due to defects in the fabric of the building which existed prior to the installation of Our Goods whether such damage was detected at survey or not or indeed informed by Us from You. We shall notify You of any such defects if it is thought that the defect will prejudice the performance of Our Goods.
6.11 We are unable to guarantee that condensation will be eliminated following installation and give no warranty in this regard.
7.1 Unless otherwise agreed it is Your responsibility to obtain all relevant and necessary approvals, including but not limited to any deed of covenant or landlord approval and/or those from Local Authorities in respect of building regulations, planning permission, alterations to listed buildings or alterations carried out in a conservation area. We cannot be held responsible for any delay in completion of the contract, or as a loss directly arising from Your failure or delay in obtaining any of the above. Any cost associated with taking down or removing an installation in the circumstances will be chargeable to You.
7.2 Any additional work found to be necessary subsequent to these Terms being entered into in order to obtain or comply with any statutory or other approval or consent will (if undertaken by Us) be charged to You in full.
- Title and Risk
8.1 The Goods will be Your responsibility from the time of delivery.
8.2 You should fully insure the Goods against all risks from the time of delivery of the Goods until title passes to You in accordance with this clause 8.
8.3 Ownership of the Goods will only pass to You when We receive payment in full of all sums due for the Goods, including delivery charges and any installation charges.
8.4 No guarantee shall apply to Goods supplied and/or installed until such time that the Goods and/or Installation Services are paid for in full.
- Price and payment
9.1 The Price shall be the sum stated on any document provide to You by Us. No allowance by You is to taken or deducted for main contractor discount. No setoff of our Price is permitted.
9.2 These prices exclude VAT which shall be charges at the prevailing standard rate. However, if the rate of VAT changes between the date of the Order and the date of delivery and/or installation, We will adjust the VAT You pay, unless You have already paid for the Goods in full before the change in the rate of VAT takes effect.
9.3 All payments must be made by the payment date shown in the invoice.
9.4 If You do not make any payment due to Us by the due date for payment, We may charge interest to You on the overdue amount at the rate of 2.5% above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with the overdue amount.
9.5 Without limiting any other remedies or rights that We may have, if You do not pay Us on time, We may cancel or suspend any other outstanding Order until You have paid the outstanding amount.
9.6 We agree to fully investigate any alleged defect notified to Us by You provided We have received full payment of all sums due and payable to Us by You, subject to clause 4.
9.7 In the event of Us having incurred costs and being unable to make delivery of Goods due to delay incurred for reasons beyond Our control We shall provide, and You shall accept, an invoice for Our costs incurred.
9.8 It is hereby agreed and declared that these Terms are neither hire purchase nor a credit sales agreement.
- Our Liability to You.
10.1 Subject to clause 10.2 below if We fail to comply with these Terms, We are only responsible for loss or damage You suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Our breach or if they were contemplated by You and Us at the time We entered into this contract.
10.2 We shall not be responsible for losses or damage that fall in the following categories:-
(a) loss of income or revenue;
(b) loss of profit;
(c) indirect loss;
(d) consequential loss;
(e) loss of business;
(f) loss of anticipated savings;
(g) loss of data; or
(h) damages for disappointment or inconvenience, however, this clause 10.2 shall not prevent claims for foreseeable loss of, or, damage to Your physical property.
10.3 Our total liability to You in respect of all losses arising under or in connection with the contract shall not exceed the total amount paid by You under these Terms.
10.4 We do not exclude or limit in any way Our liability for:-
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or sub-contractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (Title and Quiet Possession);
(d) breach of the Terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987
10.5 We do not accept any liquidated and ascertained damages, performance bonds and collateral warranties.
- Consumer Rights (if applicable)
11.1 Where the contract You enter into with Us is one to which the Consumer protection (Distance Selling) Regulations 2000 apply You may cancel the contract without liability within the period of 7 working days from the date that the contract is formed, provided that the right to cancel the contract will not exist where We have already commenced performance of the installation services agreed to waive Your rights to cancel in the 7 working day period by signing Our 7 day waiver letter.
11.2 Where the contract You enter into with Us is one for which the Cancellation of Contracts Made In A Consumer’s Home or Place of Work etc Regulations 2008 (“The 2008 Regulations”) apply You may cancel the contract within the period of 7 days from the later of the date the contract is formed and the date You were given notice of Your rights to cancel under the 2008 Regulations (“The Cooling Off Period”). If We have commenced performance of Our obligations in the Cooling Off Period then You will be liable for the cost We incur prior to Your cancellation. The right to cancel under the 2008 Regulations will not apply if You have agreed to waive Your rights to cancel in the Cooling Off Period.
11.3 To cancel a contract You must inform Us in writing in accordance with Clause 2.6.
11.4 No provision of these Terms will adversely affect the rights of any consumer (as defined in the Unfair Contract Terms Act 1977, the Unfair Terms and Consumer Contracts Regulations 1999 and Consumer Protection (Distance Selling Regulations 2000).
- Events outside Our control
12.1 We will not be liable or responsible for any failure to perform, or delay, in performance of, any of Our obligations under these Terms that is caused by events outside Our reasonable control (a “Force Majeure Event”).
12.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond Our reasonable control and includes, in particular (without limitation) the following:
(a) civil commotion, riot, invasion, terrorist attack or threat of terrorists attacks, war (whether declared or not) or threat or preparation for war;
(b) fire, explosion, inclement weather, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(d) impossibility of the use of public or private telecommunications network;
(e) the Acts, decrees, legislation, regulations or restrictions of any government; or
(f) pandemic or epidemic.
12.3 Our obligations under these Terms as suspended for the period that the Force Majeure Event continues, and We will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which Our obligations under these Terms can be performed despite the Force Majeure Event.
12.4 We will not accept any incurred costs for delays caused by others (which We reserve the right to claim back and invoice as and when they occur).
- Notices and communications
If You wish to contact Us in writing, or if any clause in these Terms requires You to give Us notice in writing (for example, to cancel the contract), You can send this to Us by hand, or be pre-paid post to Unit 9B, Llantrisant Park, Llantrisant, Pontyclun, CF72 9LF or by e-mail to email@example.com. We will confirm receipt of this by contacting You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You provide to Us.
14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid and unenforceable to any extent, the term will, to that extent only, be severed from the remaining Terms, which will continue to be valid to the fullest extent permitted by law.
14.2 If You fail, at any time while these Terms are enforced, to insist that You perform any of Your obligations under these Terms, or if We do not exercise any of Our rights or remedies under these Terms, that will not mean that We have waived such rights or remedies and will not mean that You do not have to comply with these obligations. If We do waive a default by You, this will not mean that We will automatically waive any subsequent default by You. No waiver by Us of any of these Terms shall be effective unless We expressly say that it is a waiver and We tell You so in writing.
14.3 A person who is not a party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Party) Act 1999.
14.4 These Terms shall be governed by English and Welsh law and We both agree to the exclusive jurisdiction of the English and Welsh Courts.