1. INTERPRETATION In these conditions (a) “The Company” means Glazebase, a trading division of Network Britannia Windows Limited, company no. 07750446, whose registered office is Kimberley Road, Clevedon, North Somerset, BS21 6QJ, or any subsidiary company or agent authorised by them. (b) “The Purchaser” means the person or persons firm or company purchasing from or doing business with the Company whether or not such Purchaser purports to contract as an agent. (c) “Goods” means all products or services supplied by the Company to the Purchaser whether by means of sale, hire, rental or otherwise and whether the property of the Company or distributed by the Company as agents for another. (d) “The Contract” means the Contract between the Company and the Purchaser for the sale of goods. 2. GENERAL (a) These conditions of sale should be read in conjunction with any special conditions included in the Company’s quotations and Order Acknowledgement Form. (b) The order is always to be treated as the Offer and it will not be binding on the Company unless and until the Company has accepted the order by issuing its Order Acknowledgement Form. (c) The Company may vary or withdraw quotations or tenders at any time prior to the parties entering into the contract. (d) The Company reserves the right to accept or refuse any order given on the basis of its quotations and in the event of refusal of any order no damages or expenses of any kind shall be payable by the Company. No Contract shall come into effect until the Purchaser’s order has been accepted in writing by the company. (e) Any complaint about the goods delivered must be made in writing by the Purchaser and shall only be entertained by the Company if made within 24 hours of delivery and received by the Company no later than 48 hours after delivery. Delivery shall be deemed to be the date and time marked on the delivery note. No complaint about the goods delivered shall be entertained unless the Purchaser or his representative is present when delivery takes place. (f) Credit will be issued on returns solely at the discretion of the Company if the delivery number is quoted and if goods are returned by the Purchaser to the Company so as to reach the Company within four days of the delivery date. A handling charge of 25% will be made at the discretion of the Company on goods accepted for credit against orders correctly executed by the Company. (g) Representations are made in good faith but any proven fraudulent misrepresentations are not excluded. (h) A Purchaser may not cancel the Contract in whole or in part without the prior written consent of a Director of the Company which consent may be conditional upon the Purchaser compensating the Company for all losses incurred by the Company including any loss of profit arising by reason of the said cancellation. 3. PRICES (a) Printed price lists are subject to alteration without notice by the Company. (b) Orders are accepted at nett selling prices ruling on the date of delivery by the Company. (c) No discount shall be applicable save where specifically stated in writing by a Director of the Company. (d) The Company is entitled without prior notice to adjust the price stated in the Company’s Order Acknowledgement Form to take account of any change in delivery date quantities, specification or alteration made at the request of the Purchaser. (e) The Company reserves the right to impose a minimum charge from time to time and any sale totalling less than £25 inclusive of VAT shall not be invoiced at less than £25 plus VAT. (f) All prices are exclusive of VAT. The rate of VAT chargeable will be that prevailing at the date of invoice. 4. PAYMENT (a) Trade supply only: payment with order. (b) Credit facilities shall not be granted unless expressly agreed by a director of the Company in writing and may be altered or withdrawn without notice by the Company. Payment of the contract price including VAT is due strictly within the written credit terms. (c) If any sum remains unpaid by the purchaser to the company after the date due the Company reserves the right (without prejudice to its other rights and remedies) to suspend all deliveries or processing of other orders under the contract or any other contract with the purchaser and in such an event the purchaser shall not be released from its obligations to the company under the contract or any other contract. (d) The Company shall be entitled to allocate funds received from the purchaser towards any outstanding invoice as the Company sees fit. This includes legal fees. (e) Payment of Invoices must be made on the due date stated on the invoice. We reserve the right to charge You interest at 1% of the unpaid amount, accrued on a weekly basis from the due date until actual payment of the overdue amount. (f) In the event of legal action being taken by the Company against the Purchaser, the purchaser shall be responsible for all costs and disbursements incurred by the compa (g) Time of payment is the essence of the Contract. 5. DELIVERY (a) Whilst using all reasonable endeavours to meet delivery dates quoted in the Contract, the Company shall not be liable for delivery howsoever arising or any consequential loss arising therefrom. If the Company fails to deliver other than as a result of matters outside the Company’s control or the Purchaser’s fault, then any liability accruing to the Company shall be limited to the excess cost to the Purchaser for the cost of the cheapest available replacement goods. (b) Where the Contract consists of a number of items, the Company reserves the right to deliver items as and when available and the Purchaser shall make payment of invoices for such deliveries in accordance with the terms set out in these conditions. Where goods are to be delivered by instalments, each delivery shall constitute a separate Contract and the Purchaser shall not be entitled to treat the Contract as repudiated in respect of delay or failure to deliver or to make any claim in respect of one or more instalment. (c) Unless agreed in writing, delivery of the goods shall be ex-works and the Purchaser shall be responsible for their collection from the Company’s premises. Where the Company agrees to deliver the goods in its own transport the Company reserves the right to make such delivery charge as in its discretion it sees fit. Where the Company arranges or concludes a Contract for carriage or insurance, it shall be deemed to be acting solely as agent of the Purchaser and Section 32 (2) and (3) of the Sale of Goods Act 1979 shall not apply. (d) Where goods are collected at the Company’s premises, the risk passes on delivery to the Purchaser or the Purchaser’s transport. Where the Company deliveries the goods in its own transport, the risk passes when unloading commences. (e) The Purchaser shall fully insure the goods in their full replacement value for the period between the risk passing to the Purchaser and the property ceasing to remain with the Company. (f) Goods accepted from the carrier without being checked shall be designated in the carrier’s delivery note as “ not examined”, save in the case of glass which must be examined on delivery. The Purchaser shall give written notice of any complaint including shortages to the Company and carrier within 24 hours of delivery, which shall be received by the Company no later than 48 hours from delivery. In the case of total nondelivery the Purchaser shall give written notice to the Company within five working days of the expected date of delivery. Reasonable opportunity shall be given to the Company or its representatives to make all inspections, as the Company deems necessary. The Company shall not be liable for any loss or damage in respect of non-delivery, discrepancy with the Purchaser’s order or damage apparent on inspection where the Purchaser fails to comply with these conditions. (g) The Purchaser shall indemnify the Company against liability, loss or claim pertaining to delivery, storage, handling or insurance caused by any act or omission of the Purchaser or arising out of any requirement of the Purchaser not provided for in the Contract. (h) The Company will only refund the deposit if the contract is terminated due to default by the Company. 6. PROPERTY (a) The risk of the goods passes to the Purchaser upon delivery but title of the goods remains vested in the Company and shall only pass from the Company to the Purchaser upon full payment being made by the Purchaser of all sums due on whatsoever account or grounds to the Company, its parent company or the company nominated by the Company. In the event of the goods being sold by the buyer in such a manner as to pass to a third party a valid title to the goods, whilst any such sums are due as aforesaid, the Company’s right under this Condition shall attach to the proceeds of such sale or to the claim for such proceeds and the purchaser shall place such proceeds in a separate account. Nothing herein shall constitute the Purchaser the agent of the Company for the purposes of such a sub-sale. (b) The Purchaser agrees that prior to payment of the whole price of the goods the Company may at any time enter upon the Purchaser’s premises and sever and remove the goods therefrom and that prior to such payment the purchaser shall keep such goods separate and identifiable for this purpose and fully insured to their full replacement value. Insurance monies paid to the purchaser on account of goods shall be held upon Trust for the Purchaser in a designated account whilst any such sums are due as aforesaid. (c) In the event of the goods becoming constituents or of being converted into other products whilst sums are due as provided in sub-condition (a) hereof the Company shall have the ownership or entitlement to such products as if they were the goods and accordingly sub-condition (a) and (b) hereof shall so far as appropriate apply to such other products. 7. SPECIFICATION AND ORDERS (a) The measurements specified in the purchaser’s order shall allow for manufacturing tolerances of 10mm in addition to the measuring tolerances set out in the Company’s sales literature from time to time. The Company shall cut materials on the basis that 10mm tolerances have been allowed for and the Company shall not be liable nor the Purchaser entitled to eject the goods where a discrepancy arises as a result of the Purchaser’s failure to take account of the appropriate tolerances. (b) The Purchaser shall ensure that any specifications provided to the Company shall be accurate and the Company shall have no liability to the Purchaser or any third party in respect of any defect or inaccuracy therein. (c) All specifications provided by the Company are approximate and for guidance only and the Company shall not be liable for their accuracy’ and without limitation the Company may alter specifications to improve the goods or conform to applicable safety or other statutory requirements. (d) Where goods are incorrectly and/or over-ordered the Company shall not be obliged to accept returns but if in its absolute discretion it agrees to do so the Company may impose such arrangements for collection and handling charges as it deems fit. Changes in specification must be notified in writing by the Purchaser to the Company and be agreed in writing by a Director of the Company. The Company reserves the right to adjust the price to take account of changes of specifications including the cost of extras. If at the request of the Purchaser, the Company provides details of a third party who may carry out a survey on behalf of the Purchaser, that third party shall not be the agent of the Company and the Company shall not be liable in respect of any acts or omissions of the third party. 8. WARRANTIES AND LIABILITIES (a) Where goods are found, to the satisfaction of the Company, to be defective by reason of faulty design, materials, manufacture or during the period of 26 weeks immediately following the date of delivery or such other period as may specifically be agreed in writing by a Director of the Company, the Company shall at its option either repair, replace that:- (i) The Company has been notified in writing of the alleged defect or damage in accordance with Clause 2 and Clause 5 herein (ii) The goods under the Contract (or any other contract with the Purchaser for goods which have fallen due for payment) have been paid for in full or, where credit facilities have been granted, there are no arrears of instalments (iii) The Purchaser is not in breach of any of its obligations under the Contract (iv) The Company shall be allowed reasonable access to the premises during normal working hours and shall carry out such work in the most economical manner and within a reasonable time consistent with the Company’s normal delivery period (v) Any goods replaced by the Company shall become on replacement the property of the Company. (b) The foregoing Warranty will not have effect in relation in the following:- (i) Any defect arising from the normal wear and tear or accidental damage (ii) Any work carried out on the goods without the prior written consent of the Company (iii) Any goods not properly assembled, used, maintained and/or installed in accordance with the Company’s instructions (iv) Any goods made or installed with components from a source other than the Company and not approved in writing by a Director of the Company (c) The Company gives no Warranties in respect of the reduction, elimination or absence of condensation. (d) The Company gives no Warranties in respect of optical phenomena or cosmetic blemishes in the glass used by the Company. (e) Except in respect of any injury to or the death of a person caused by any negligence of the Company, the Company’s liability in respect of any defects in the goods shall be limited to the performance of the foregoing Warranty and in all cases the Company’s liability in respect of any breach of its obligations under the said Warranty shall not exceed the contract price of the defective goods and any Warranty save as expressly provided in these conditions whether express or implied is hereby excluded. (f) Where the Company passes on a benefit under a manufacture’s guarantee, in the event of failure by the manufacturer for whatever reason to meet such liability, the Company shall be under no resultant liability to the Purchaser. Stock clearance are sold as seen with no additional warranty as they are already at a reduced cost. Any major default will be looked at. 9. FORCE MAJEURE (a) The Company shall not be responsible for delays in supply and will be entitled to cancel or rescind the Contract without liability for loss, or damage resulting therefrom if the performance of its obligations under the Contract is in any way adversely affected by any war, civil disturbance, trade dispute, flood, accident to plant or machinery, shortage of material or labour or supply of any utility or other supply or any other cause whatsoever beyond the Company’s control. 10. SUB-CONTRACTING (a) The Company shall be entitled at its absolute discretion to sub-contract its obligations under the contract or any part thereof. 11. DEFAULT (a) The Company may by notice in writing to the Purchaser terminate the Contract if the Purchaser (i) shall commit any breach of any of the terms (ii) negotiates or makes any composition with its creditors or permits any judgement against it to remain unsatisfied for seven days (iii) being an individual or partnership the Purchaser or any of the partners shall die or commit any act of bankruptcy or have a bankruptcy order made against him (iv) being a Company shall call any meeting of its creditors or have an administrator or administrative receiver appointed of all or any of its assets, or enters into any liquidations (all of which shall act as a rescission of the Contract). (b) In the event of such termination, the Purchaser shall upon demand forthwith deliver to the Company any goods in which the property remains with the Company and in default thereof the Company may repossess them in accordance with Clause 6 without liability for any resulting damages and the Purchaser shall indemnify the Company against such damages in any resulting loss and claims; and all amounts outstanding from the Purchaser to the Company or any other Contract together with interest as set out at Clause 4 above shall forthwith become immediately due and payable. The provisions of this Clause are without prejudice to any other rights of the Company, which shall survive the termination of the Contract