1. Definitions ‘The Company’ means the appropriate Company belonging to Westpark Windows &Doors Ltd.‘The Customer’ means the Corporate Entity, firm or person seeking to purchase goods orservices from the Company.‘The Goods’ means the goods, which the Company is to supply in accordance with theseConditions of Sale. Any reference to the Goods shall where appropriate include a reference topart 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 otherconditions including any appearing in any quotation, form of acceptance, delivery form orother document or letter emanating from the Customer to the Company unless otherwiseagreed by the Company Chairman or Secretary in writing.(ii) No other terms or conditions express, statutory, implied or otherwise other than thoseincorporated in this contract shall form part of this contract except where the Customer dealsas a Consumer as defined by section 12 of the Unfair Contract Terms Act 1977 when theterms set out in sections 13, 14 and 15 of the Sale of Goods Act 1979 and subsequentlegislation thereto are implied into this contract.
3. Official Orders All orders are placed and accepted by the Company only under these terms and conditions;by way of 40% of the total value of The Goods and Services being paid as a deposit paymentalong with the order; or where credit is given to the Customer by the Company such ordersare then additionally subject to satisfactory references.
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 ofGoods or materials, labour and transport (including the cost of conforming to obligationsimposed by Statute or Government Order) on the day when such prices were quoted in theabsence of a quotation when such prices were agreed. Should the cost to the Company ofobtaining or delivering the goods or materials or executing the work in question increase byreason of any subsequent fluctuation in such costs or due to changes in currency exchangerates, alteration in tariffs and import changes or taxes or changed, delayed or incompleteCustomer instructions the Company reserves the right to make a corresponding increase intheir prices.(iii) Errors and omissions by the Company in importing the agreed terms into the writtenquotation shall entitle the Company either to submit to the Customer a revised quotationincluding if applicable a quotation for any works or materials not in contemplation whenpreparing the preceding quotation and this preceding quotation shall have no effect or toproceed with the existing quotation at the Company’s sole option.(iv) Published prices and/or quotations are merely invitations to treat and do not constituteoffers. Published prices and/or quotations are given only as indications made in good faithand are subject to variation or withdrawal without notice.(v) All prices quoted are exclusive of Value Added Tax unless stated by the Company as beingto the contrary.
5. Assignment The Company has the right to sub-contract any order or any part or parts of any order.
6. Payment (i) Payment for Goods or Services shall be made on receipt of signed order, unless themonies amount to over £5,000. Payments received by credit card incur a 2.5% additionalcharge.(ii) If payment has not have been made in accordance with clause 6(i) the Company shall beentitled to recover from the Customer interest, payable at the County Court rate applicable atthe time of the contract, on any outstanding balance until the actual date of payment. Thisright shall exist without prejudice to any other right of the Company.(iii) The Company reserves the right at any time at its discretion to demand security for or varythe terms and method of payment, for continuing with or delivering Goods or Services in.
Terms and Conditions of Sale
satisfaction of the order, notwithstanding any subsisting agreement to provide credit to theCustomer. 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 shallbe entitled to cancel any subsisting supply contract with or suspend any further deliveries toor collections by the Customer and also appropriate any payments made by the Customer forsuch other Goods, Services or materials or goods, services or materials supplied to theCustomer under any contract as the Company may think fit notwithstanding any purportedappropriation by the Customer. The Company shall not incur any liability to the Customer inrespect of such cancellation or suspension and this right shall exist without prejudice to anyother 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 offsetby the Company, at the Company’s sole discretion, against any sums payable by theCustomer to the Company.
8. Cancellation (i) If the Customer being a company has a petition presented for its winding up or anyadministration or passes a resolution for voluntary winding up otherwise than for the purposeof bona fide amalgamation or reconstruction or enters a scheme of arrangement or VoluntaryArrangement of compound or makes any proposals to or enters into any arrangement with hiscreditors or has a Receiver or Manager or Administrative Receiver appointed over all or anypart of its asset or if the Customer being an individual or Firm has a petition presented for hisor its bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his orits creditors or makes or has made an application for interim order in connection with aproposal to creditors or voluntary arrangement or commits in either case a serious breach ofthis Agreement, such breaches to include breach of the Company’s assigned credit limit forthe 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 Companyshall be entitled to treat the Contract as being at an end or suspend any further deliveriesunder the contract. If the Goods have been delivered but not paid for the price shall becomedue immediately regardless of any previous agreement to the contrary.(ii) The Customer shall not be entitled to cancel the Contract without the written agreement ofthe Company signed by a Director. In the event of such agreed cancellation the Customershall indemnify the Company fully against all expenses, losses, claims and demands incurredup to the time of such cancellation including payment for such amount as the Company willbe required to make to sub-contractors and other third parties as necessary.(iii) Customers without a credit facility may cancel an order with the Company up to 7 daysfrom the date of the order with a full refund given, any orders cancelled after 7 days will incura charge to indemnify the company against all expenses, losses, claims and demandsincurred up to the time of cancellation. All Cancellations must be made in writing to ourregistered office.
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 thecurrent trading conditions.(ii) The Company is not liable for any delay in the delivery of the Goods nor is its liable if it isprevented from delivering Goods, materials or Services or executing work for any causesbeyond 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, civilcommotion, fire, accident, breakdown of machinery, or any lack or shortage of labour ormaterials, or reduction, or delay or stoppage of the output at the works or makers of anyGoods or materials required and in any such case the Company are to be released from anyobligation to complete the contract with the Customer by a particular time. This right existswithout prejudice to the Company’s right to recover payment for Goods or materials alreadydelivered 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 workdone at the Customer’s request on Public Holidays and outside the Company’s normalworking hours will be subject to extra charges. Notification of such charges may be obtainedby the Customer at his request from a Director or General Manager of the Company.
Terms and Conditions of Sale
(iv) Delivery will be deemed to have been effected when the Goods leave the Company’spremises or the premises of the Company’s supplier in circumstances where the Goods aredelivered direct from such suppliers.(v) The Company reserves the right to make delivery by instalments and to tender a separateinvoice in respect of each instalment. Each delivery shall constitute a separate contract.(vi) If agreed between the parties the Goods may be collected by the Customer. Collection ofthe Goods must take place within fourteen days from the agreed collection date or the datesnotified by the Company as available for collection or the date of this contract whichever islater. Thereafter the Customer will incur storage charges at the rate currently applied by theCompany. Details of such storage charges may be obtained by the Customer at his requestfrom 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 forany claims or action arising therefrom.(viii) Where the Company agreed to deliver the Goods delivery shall be to the nearest hardmetalled road surface. The Customer shall be entirely responsible for the prompt unloading ofthe 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 thecontract. If the Customer fails to accept the Goods or to give the Company adequate deliveryinstructions the Company will store the Goods until actual delivery to the Customer or until theGoods are disposed of. The Customer shall be liable for the costs of such storage andinsurance of the Goods. Alternatively the Company may sell the Goods at the best pricereadily obtainable and the Customer shall be liable to pay the costs of the sale. If the Goodsare sold for less than the price payable by the Customer, the Customer shall be Iiable to paythe Company the difference in price.(x) Notwithstanding delivery, title in the property of the Goods shall not pass unless it is inaccordance with Clause 13.
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’sworks, and (b) provide any water supply, artificial lighting, and electric power required for theCompany’s works, and (c) unload goods, plant and material immediately on arrival at theprescribed destination and provide secure and dry storage, and all reasonable facilities forexecution thereof.(ii) All joinery supplies should be kept by the Customer in a dry place, well stored, and ifsupplied un-coated should be primed or stained immediately on receipt. Any subsequent cutsurface must be primed or stained before fixing in position. Further decoration must becompleted as soon as possible by the Customer using a reputable system in accordance withthe manufacturer’s recommendations. The Company accepts no responsibility for effectsincurred to the Goods if the Goods are supplied un-coated and if the Goods remain un-coatedwhen exposed to weathering elements. If the Customer purchases the Goods un-coated, thenno guarantees or warrantees are made by the company in respect of the expected life of theGoods.(iii) The Company shall carry out its work on a continuous basis during normal working hoursand the Company’s price is fixed accordingly. If special visits have to be made to the site orwork has to be carried out in an uneconomical manner if time is lost or additional expenditureincurred due to the Company’s operative being denied access to or waiting on site or havingto return to the site to commence or continue work. The Company reserves the right to makean extra charge to cover such cost. The Company’s prices are subject to public transportbeing attainable to within reasonable distance of the site of the work and suitable lodgingsbeing available at current substance allowance rates. The Company reserves the right tomake an extra charge should these conditions not be fulfilled. Notification of such chargesmaybe obtained by the Customer at his request from the Company.(iv) The Company shall only install the Goods into fully prepared openings that have thecorrect tolerances allowed and solid structural sides all round to enable a level, firm andsecure fixing of the Goods; these include: steel, solid brick, concrete and structural timberbeams or lintels. If however the Company cannot install the Goods due to incorrect openingsizes, 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 directlyoutside or inside the opening aperture. The Company reserves the right to incur additionalcosts to the Customer for re-attending site to complete works.
Terms and Conditions of Sale (v) All safety, health, welfare facilities and arrangements where applicable are required tocomply with all health and safety regulations and legislation for the time being in force and areto 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 workand the Company will not accept responsibility for damage to the fabric or the contents of thebuildings or the work of other trades however caused. The Customer shall have no claim inrespect 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 anyother materials whether caused by accident or negligence arising from any other apparatus ormaterials required for the purpose of the Company’s work. All safety, health, welfare facilitiesand arrangements where applicable are required to comply with the Building (safety, healthand welfare) Regulations 1948 and any other like regulations for the time being in force are tobe provided by the Customer free of cost to the Company.
12. Inspection and Testing (i) The Customer must carefully examine the Goods and materials immediately upon theirdelivery and in relation to those Goods and materials which are of the Company’smanufacture 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 ordamage reasonably discoverable on careful examination. In the absence of notification theCompany excludes all liabilities in respect of any short delivery, defect or variance, whichshould reasonably have been discovered on careful examination. Any damage to fullyfinished frames must be recorded on the delivery note at the time of delivery. Additionally theCompany will make good any variance, defect or damage which was not reasonablydiscoverable by careful inspection upon delivery if notified of such within 6 months of the dateof supply of the Goods and materials. This shall be the limit to the Company’s obligation andunder no circumstance will the Company be liable for any direct, indirect or consequentialloss or damage resulting to the Customer or any other person whatsoever or howsoeverarising from any such shortage, variance, damage or defect.(ii) The Company shall be under no liability where damage, shortage or variation in the termsof the delivery note or defects are complained of by the Customer unless it is givenreasonable opportunity by the Customer to inspect the consignment in which the Goodscomplained of were contained and all or any strapping, batons or packaging provided by theCompany.(iii) In respect of materials supplied, which are not, the Company’s manufacture noguarantees are given nor Iiability accepted by the Company beyond such guarantee orliability as given or accepted by the actual manufacturers.(iv) The Company will not be liable for any fixing charges incurred by the Customer arisingfrom any Goods or materials or work done proved to be defective or delayed and shall not beresponsible for any additional overheads, administrative expenses, contractual penalties orother cost, claims and demands arising from the Customer’s obligations to any third party anddue indirectly or directly to any defects or delays in the Goods or materials supplied or workdone by the Company. The Customer accepts that it is their responsibility to insure againstthese risks.(v) Any alleged shortage, delay, damage or defect shall not constitute valid grounds for aCustomer to delay payment in respect of the Goods delivered and for the avoidance of doubtthe Customer shall be required to pay for all Goods and materials supplied in respect of whichthere is an alleged claim for damage, delay, defect or variation from the terms of the deliverynote or other default in accordance with the provision of the agreement.(vi) All special tests and inspections reasonably required by the Customer or his agents shallbe carried out at a location determined at the Company’s discretion and shall be at theCustomer’s expense.
13. Passing of Property and Risk (i) Ownership of the Goods remains with the Company and will not pass to the Customer untileither the Company is paid for all the Goods and no other amounts are owed by theCustomer to the Company in respect of other Goods supplied or the Customer sells theGoods in accordance with this agreement in which case ownership of the Goods shall pass tothe Customer immediately before the Goods are delivered to the Customer’s purchaser.
Terms and Conditions of Sale (ii) The Customer must store the Goods separately from any other goods until they becomethe Customer’s property or the Customer delivers them to a purchaser. At all times the Goodsare to be kept in good and substantial repair and condition and the Customer will not allowany 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 Companymay if still the owner of the Goods recover and resell them. The Company may enter theCustomer’s premises for this purpose and this right does not prejudice the any other right ofthe Company.(iv) Until the Customer has paid the Company for the Goods and all other goods supplied tohim by the Company the Customer holds the Goods on trust for sale. If the Customer sells theGoods the Customer shall hold the proceeds of sale on trust for sale for the Company in aseparate 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 writtendemand require the Customer to assign to the Company the Customer’s rights to recover theprice from a subsequent purchaser.(v) The Customer must not assign to any other person any rights arising from the sale of theGoods without the written consent, of the Company’s Chairman or Secretary. Where suchconsent is given it is conditional upon the assignee accepting the conditions between theCustomer and theCompany.(vi) The Customer must insure the Goods against all insurable risks for the price due to theCompany for the Goods.(vii) If the Goods are destroyed by an insured risk before the Customer has paid for them theCustomer 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 thewhole and no guarantee can be given that every item will be the same in all material respectsas the sample.(ii) The Goods or materials supplied are on the basis that they conform to the writtendescriptions contained on the order or conformation where supplied. No warranty can begiven that the Goods or materials supplied conform to the sketch plans or drawings providedto the Company by the Customer or to illustrations or descriptions in catalogue or tradeliterature.(iii) In the event that the Company provides estimates of quantities or measurements on thebasis of drawings and/or Bills of Quantities and/or specifications submitted by the Customerthe Company shall exercise reasonable care in providing such but the Company accepts noliability for inaccuracies in the estimates or calculations.(iv) Any Goods manufactured to the design or specification of the Customer or its experts ordetail taken off plans supplied by the Customer are produced without warranty of any kindexcept their compliance with the design or specification. The Customer will unconditionallyfully and effectively indemnify the Company in respect of any claim, cost or expenses, lossesor 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 ofthe said design or specifications.(v) When estimates are provided by the Company on the basis of plans and specificationssupplied by the Customer then the Customer shall recheck the specification and quantitiesquoted and shall be deemed to have accepted the specifications and quantity specified whenplacing 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 andcare but no other representations or undertakings are made or are to be implied in connectionwith any such services nor shall the Company be under any liability whatsoever in respect ofthese services if erection is carried out before any necessary approval, commissions andconsents of third parties are obtained.(vii) If the Company arranges processing of Goods and materials on behalf of the Customerby a third party such processing will be carried out under the standard terms and conditions ofthe third party and entirely and at the Customer’s own risk. No undertakings or warrantieseither expressed or implied are given in respect of any processed goods. The Customer shallbe entitled to copies of third party standard terms and conditions as appropriate on writtenrequest. The Company’s liability in respect of loss or damage to processed goods shall be.
Terms and Conditions of Sale limited to the costs and expenses of such processing operation and shall not be determinedby 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 thegoods and materials supplied to it including any harmful, hazardous or dangerous effectsresulting from their usage or misuse and shall not be reliant in any way upon the advice, skillor judgment of theCompany or its servants, agents or employees who are not authorised to make anyrepresentations concerning the goods whatsoever other than those confirmed by theChairman or Director of the Company in writing.(ix) To the extent that any third party goods or services supplied to the Company validlyexcludes, restricts or limits its liability to the Company in respect of goods or materialssupplied or any loss or damage arising in connection therewith then the liability of theCompany to the Customer in respect of such goods and materials shall be correspondinglyexcluded, restricted or limited. The Customer shall be entitled to receive details of any suchexclusion, 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 thatthe 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 ofcourt settlement or by Arbitration under clause 17 or as a result of a claim against theCompany in respect of an alleged defect or defects in the Goods or materials supplied orServices provided or any other claim then the Customer must indemnify the Company againstthe liability.(ii) In no circumstances shall the Company’s liability in contract, tort or otherwise to theCustomer arising out of or in connection with this Contract or the Goods or materials suppliedhereunder exceed the invoice price of the particular Goods or materials concerned.
16. Enforceability Should any provisions of these terms and conditions be held by a competent authority to beinvalid or unenforceable in whole or in part then the validity of the remaining provisions shallnot thereby be affected.
17. Arbitration The Company or the Customer may give written notice to the other of any question, disputeor 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 suchmatters. In the event that such a meeting is not arranged the same shall be referred to thearbitration of a person mutually agreed upon or failing agreement within one calendar monthof 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 Act1950 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 inconformity with English Law and the Company and Customer agree to submit to the jurisdiction of the English Courts.