BUYER, means the person who accepts the quotation of the seller for the sale of goods or who’s order of the goods is accepted by the Seller. GOODS, means the goods in which the seller is to supply in accordance with these conditions.
SELLER, means STEDEK WINDOWS & DOORS LTD
CONDITIONS, means the standard terms and conditions of sale set out in this document.
CONTRACT, means the contract for the purchase of the sale of goods.
DEPOSIT, means part payment of the price of goods payable by the buyer to the seller if requested buy the seller.
WRITING, includes, telex, fax, email and any comparable means of communication.
2: Basis of the sale
2.1 The Seller shall sell, and the Buyer shall purchase the goods in accordance with any written quotation of the seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported, or any such order is made or purported to be made by the buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employers or agents as to the storage, application or the use of the goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the Seller shall be subject to correction without any liability on part of the Seller.
3: Orders and specifications
3.1 No order submitted by the Buyer shall be deemed accepted by the Seller unless and until confirmed in writing by the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms. The Buyer shall be solely responsible for ensuring that the specification of the Goods conforms with any Statutory requirement which may be in force from time to time in respect of the proposed use of the Goods. If any claim is made against the Seller that Goods do not conform with any statutory requirement in respect of the use of the Goods, then the Buyer shall indemnify the Seller against all loss, damages, cost and expense awarded against or incurred by the Seller in connection with such claim.
Should the Buyer’s specification of the Goods not conform with the Seller’s own product technical specification then:
The Seller reserves the right to refuse to manufacture the Goods and in such case the Contract shall be cancelled, and the Seller shall have no further liability to the Buyer.
If the Seller manufactures the Goods, then the Seller accepts no liability whatsoever for any defect in the Goods whether caused by materials or workmanship and all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law. The warranty referred to in clause 8.1 shall not apply to Goods.
The Buyer agrees to indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with any claim made by a third party arising out of the Sellers use of the Buyers specification.
3.3 The Buyer shall be solely responsible for ensuring that the Goods (including any parts, materials or equipment compromised in the Goods) are suitable for the proposed use of the Goods including the climatic conditions to which the Goods shall be subject.
3.4 The quantity, quality description and price of and any specification for the goods shall be those set out in the Sellers acknowledgement of order.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expense awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other persons which results from the Sellers use of the Buyers specifications.
3.6 The Seller reserves the right to make any changes in the specifications of the Goods which are required to conform with any applicable statutory or EC requirements or, where Goods are to be supplied to the Sellers specification, which do not materially affect their quality or performance.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer expect with the agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller in Full against all loss (including loss of profit), costs (including the cost of all materials & labour used) damages, charges and expenses incurred by the Seller as a result of the cancellation.
3.8 If the Seller at its sole discretion agrees to the return of the Goods, the Buyer shall be liable to pay the Seller a handling charge not exceeding 25% of the full price of the Goods.
4: Price of the Goods
4.1 The price of the Goods shall be the Seller’s written quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may not be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserve the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of materials, labour, and any other manufacturing cost), any change in the delivery dates, quantities or specifications of the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotations or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer Shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 Payment of the Deposit shall be due on the date stipulated by the Seller. Time shall be of the essence in respect of the payment of any Deposit so
demanded by the Seller.
5: Terms of Payment
5.1 Subject to any special terms agreed in writing between the Buyer and Seller, the price of the Goods shall become due for payment (less any Deposit
received by the Seller) on collection or delivery of the Goods.
5.2 The time of payment of the price shall be of the essence of the contract. Receipts for payments will be issued upon request.
5.3 The Buyer shall not be entitled to delay the payment for Goods by reason of –
Any alleged breach of the Goods under the contract and, any alleged breach of any other contract between the parties.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the seller shall be entitled to –
Cancel the contract or suspend any further delivers to the Buyer, appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
Appropriate any Deposits paid towards the Goods, charge the Buyer interest (both before and after any judgement) on the amount unpaid at a rate of 5% until the payment is made in full, and to charge the Buyer a reasonable charge not exceeding £25.00 for each letter or communication sent to the Buyer demanding payment.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery by the Seller shall not be of the essence of the contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.4 The Buyer’s obligation to take delivery shall be of the essence, if the Buyer fails to take delivery in accordance with the provisions of this clause, the following provisions shall apply:
The Buyer will bear the risk of any loss or damage to the Goods, the Seller will make such arrangements as it thinks fit for the storage of the Goods until they are collected but shall not owe the Buyer any duty of care in making those arrangements and shall not be liable to the Buyer for any damage, loss or deterioration of the Goods caused by storage. The Buyer will reimburse the Seller all costs and charges incurred by the Seller in connection with the storage of the Goods. The Seller may treat the contract as repudiated by the Buyer’s breach and may take such arrangements as it thinks appropriate for the disposal of the Goods and this includes selling the Goods at the best price reasonably obtainable or scrapping the Goods if in the Seller’s opinion a purchaser of the Goods is unlikely to be found. The Buyer will in any case be liable and compensate the Seller for any losses and cost incurred by the Seller as a result of the Buyer’s breach or termination of the contract.
7: Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer, in the case of the Goods being delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise that at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash the cleared funds payment in full of the price of the Goods, and all other Goods sold by the Seller to the Buyer for which the payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all the monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8: Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 10 years from the date of delivery.
8.2 The above warranty ID given by the Seller is subject to the following conditions:
The Seller shall be under no liability in respect of any defect arising for fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
The Seller shall be under no liability whatsoever for minor imperfections arising during the glass manufacturing process.
The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacture to the seller. The manufacturer may deny the benefit of any warranty or guarantee to the Seller if the parts, materials or equipment compromised in the Goods are used by the Buyer in unsuitable or unusual climatic circumstances.
The above warranty is not assignable or transferable to any third party.
8.3 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a customer (within the meaning of The Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by The Consumer Transactions (restrictions on statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods (excluding any defects in any glass compromised in the goods) or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.
Any claim made by the Buyer which is based on any defect in the quality or condition of any glass compromised in the goods shall be notified to the Seller in writing within 3 days from the date of delivery.
If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8.6 Any of the Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer in tact and at its risk for a period of 28 days from notification of the claim within which time the Seller or its authorised agent will have the right to investigate the complaint and inspect the goods.
8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the goods (or the parts in question) free of charge, or at the Seller’s sole discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.8 Except in respect of death or personal injury caused by the Seller’s negligence, the seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expensive or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these conditions.
8.9 The Seller shall not be liable to the Buyer or to be deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay of failure was due to a cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control.
If any claim is made against the Seller that the goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial intellectual property rights of any other person, then if the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with such Claims.
10: Insolvency of the Buyer
10.1 This Clause applies if:
11.1 Where the Seller at its absolute discretion agrees to carry out or to assist the Buyer in the installation of the Goods, then whilst the Seller will take all reasonable care in carrying out or assisting in the installation, it cannot accept liability for any damage or redecorating works arising as a result of the installation including any damage resulting from structural or other defects in the premises in which goods are installed. If any claim is made against the Seller in respect of the installation, then the Buyer shall indemnify the Seller against all loss, damages, cost and expenses awarded against or incurred by the Seller in connection to such Claims.
11.2 The Buyer shall take all appropriate steps to ensure the safety of any employee of the Seller and the safekeeping of any materials or property of the Seller whilst the installation of the Goods is being carried out.
12.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that the other party at its registered office or the principle place of business or such other address that may be relevant at the time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provisions of these conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
12.4 The contract shall be governed by the laws of England, and the buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
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