TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1.1 – In these Conditions, the following words shall have the following meanings:
– Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
– Commencement Date: has the meaning set out in clause 2.2.
– Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
– Contract: the Customer Contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
– Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
– Deliverables: the deliverables set out in the Order.
– Delivery Location: has the meaning set out in clause 4.4.
– Force Majeure Event: has the meaning given to it in clause 13.1(a).
– Goods: the goods (or any part of them) set out in the Order.
– Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
– Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s Contract form, or the Customer’s written acceptance of the Supplier’s quotation (as the case may be).
– Service Life: the expected life time of the Goods and/or Services (as case may be).
– Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
– Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
– Supplier: Ranebrook Windows Ltd registered in England and Wales with company number 08093181.
– Supplier Materials: has the meaning set out in clause 10.1(i).
2. Basis of contract
2.1 – The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 – The Order shall only be deemed as accepted when the Supplier issues a written Customer Contract at which point, and on which date the Contract shall come into existence (Commencement Date).
2.3 – The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 – Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 – These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 – Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue, unless specified otherwise.
2.7 – All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 – The Goods are described in any applicable Goods Specification.
3.2 – To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier on demand against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 – The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements and inform the Customer if such changes occur.
4. Delivery of Goods
4.1 – The Supplier shall supply the Goods specified in the Order to the Customer, within 35 working days of the signed Contract.
4.2 – The Goods shall be delivered / can be collected after the Supplier has notified the Customer that the Goods are ready for dispatch / collection.
4.3 – The Supplier shall ensure that each delivery of the Goods is accompanied by a Delivery Note which shows the date of the Delivery, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.4 – The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree expressly in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.5 – Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.6 – Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Should there be any delays in the lead time, the Customer will be informed.
4.7 – If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by 1) a Force Majeure; 2) the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods; or 3) any relevant instruction related to the supply of the Goods issued by the Customer.
4.8 – If the Customer fails to accept or take delivery of the Goods within 30 Calendar Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
– (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the day on which the Supplier notified the Customer that the Goods were ready;
– (b) if the goods are not claimed for longer than 30 Calendar Days, each day after this period will be charged an overdue fee at 0.5 percent of the total order cost. The goods will only be released by the Supplier for collection/delivery once all overdue fees are paid by the Customer.
4.9 – If 60 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.10 – In case of a large order, the Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 – The Customer is fully responsible for the offloading of the goods. The Supplier will inform the Customer if more than one person or a relevant vehicle or machinery is needed to remove the goods from the delivery vehicle.
5. Quality of Goods
5.1 – The Goods supplied under this Contract shall comply with any specification contained in the attached quotation and are free from defects in workmanship and materials for 5 years from the date of delivery (Warranty Period).
5.2 – Subject to clause 5.1, the Supplier shall, at its option, repair or replace the defective Goods, provided that:
– (a) the Customer gives notice in writing during the Warranty Period and within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 5.1;
– (b) the Supplier is given a reasonable opportunity of examining such Goods; and
– (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost.
5.3 – The Supplier shall not be liable for the Goods failure to comply with the warranty in clause 5.1 if:
– (a) the defect arises because the Customer failed to follow the Supplier’s oral and written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
– (b) the defect arises as a result of the Supplier following any drawing, design, Goods Specification or any other specification supplied or approved by the Customer;
– (c) alterations are made to the Goods, prior to making any changes it is recommended to consult with the Supplier;
– (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions, or is a result of attempted repairs by an unauthorised person – in these instances the Goods will not qualify for free repairs under warranty by the Supplier.
5.5 – The Customer is responsible for proper care and maintenance of products, any issues arising from improper care and/or lack of maintenance will not fall under warranty and will not be entitled to free repairs or refunds. It is recommended that the Customer seeks advice from the Supplier should any questions arise regarding the care and maintenance of their product.
5.6 – The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, fully permitted by law, excluded from the Contract.
6. Maintenance and removal of Goods
6.1 – Unless otherwise has been expressly agreed in writing between the Customer and the Supplier, the Customer is solely responsible for the installation of the Goods.
6.2 – Unless the Supplier and Customer have entered into a separate maintenance agreement in writing, the Supplier shall have no responsibility for inspection, maintenance and the continued safe installation of the Goods after delivery or for the correct use of Services once these have been performed by the Supplier. This clause 6.2 shall not exclude the Supplier’s liability to repair or replace defective Goods in accordance with clause 5.
6.3 – The Supplier will not be held liable to any damages caused to products at the presence of other trades on-site during product installation (any damages that may have been caused by anyone other than the employees of Ranebrook Windows Ltd). Repairs will only be carried out by agreement and at an additional cost. Any unplanned extra work that was not included in the original agreement will also be charged additionally.
6.4 – If the Supplier is met with any claim from the people set out in clause 6.3 relating to any loss or damage, the Customer shall indemnify the Supplier on demand against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier.
6.5 – Eliminate the risk of Stress Cracks on your window glass, by avoiding the glass contacting with dark stickers or other dark materials, as they are a natural consequence of glass expanding and contracting when the direct sun light causes dramatic changes in temperature.
6.6 – If the Goods are required to be removed due to extenuating circumstances, the Customer shall be responsible for removal of Goods installed by the Supplier at its own cost and expense. If the Supplier agrees to remove Goods installed for the Customer, the Customer shall pay the Supplier, in addition to any other charges set out in the Service Specification, all charges for making good and disposal of the Goods.
7. Title and risk
7.1 – The risk of loss or of damage to the Goods shall pass from the Supplier to the Customer on delivery of the Goods to the Customer’s premises or another place agreed between the parties.
7.2 – Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for:
– (a) the Goods; and
– (b) any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
7.3 – Until title to the Goods has passed to the Customer, the Customer shall:
– (a) Store the Goods separately from all other Goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
– (b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
– (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery; and
– (d) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
– (e) deliver up the Goods if requested by the Supplier; and, if the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Supply of services
8.1 – The Supplier shall provide the Services to the Customer in accordance with the Service Specification on a Customer Order.
8.2 – The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 – The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
8.4 – The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
9. Returns and refunds
9.1 – Should you deem a product to be defective or not as described then the Supplier reserves the right to repair, replace or refund the item. He will notify the Customer with his intentions via e-mail or phone within a reasonable period of time. The Supplier will try to process the repair, replacement, or refund as soon as possible and, in any case, within 30 days of receiving the request. Refer to cause 5 regarding repairs.
9.2 – When there is nothing defective/not as described about the Goods, the Supplier does not accept a return. This is a no returns allowed item since it’s a custom-made product and there is nothing “wrong” with it.
9.3 – Once this Contract is signed, the products will be made according to all details in the Goods Specification. The Customer is responsible for checking that all details are correct and to their satisfaction before placing the Order. Any amendments after submitting this contract may not be possible.
10. Customer’s obligations
10.1 – The Customer shall:
– (a) ensure that the terms of the Order and the Goods Specification are complete and accurate;
– (b) be accountable for the windows and their installation being approved by the relevant authoritative body that holds the responsibility of accepting the design/construction of windows, before going ahead with placing an order. If works are suspended or terminated due to a planning breach or failure to obtain planning permission, the customer shall pay all outstanding charges to the Supplier so that the full contract sum is settled.
– (c) ensure that all information and instructions supplied by the Customer shall be complete and accurate;
– (d) co-operate with the Supplier in all matters relating to the Services;
– (e) provide the Supplier, its employees, agents, consultants, and subcontractors, with access to the Customer’s premises as reasonably required by the Supplier to provide the Services;
– (f) provide the Supplier with such information and materials as the Supplier may reasonably require supplying the Services, and ensure that such information is accurate in all material respects;
– (g) prepare the Customer’s premises for the supply of the Services;
– (h) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
– (i) comply with all applicable laws, including health and safety laws;
– (j) keep and maintain all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
– (k) following delivery (and including during the Warranty Period), regularly inspect the Goods and maintain them in accordance with the Supplier’s oral or written instructions or (if there are none) good trade practice and
– (l) take out all risk insurance against any claim from any third parties and any loss which the Customer may suffer.
10.2 – If the Supplier’s performance of any of its obligations in respect of the Goods and Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation or if the Customer breaches any of its obligations under these Conditions (Customer Default):
– (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
– (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations; and
– (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
11. Price and payment
11.1 – The price for Goods and/or Services shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery.
11.2 – Before placing the order in the factory, the Supplier shall invoice the Customer a 50 percent prepayment invoice for Goods and Services on the Commencement Date unless otherwise agreed in writing. For orders under a total of £500.00, the Customer should make a full payment. If paying by cheque, the order will only be placed once the cheque has cleared.
11.3 – The Customer shall pay each invoice submitted by the Supplier:
– (a) within 5 days of the date of the invoice unless otherwise is expressly agreed in writing; or
– (b) in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
– (c) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
– (d) time for payment shall be of the essence of the Contract.
11.4 – All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added (VAT).
11.5 – Delivery charge on big orders will not occur within the London area. If an external delivery service is used, the Customer shall pay the Supplier the outstanding balance of the Goods Price before the Goods are dispatched. If Suppliers transport is used to make the delivery, the outstanding balance shall be paid before unloading the items at the latest.
11.6 – Outstanding payment for the installation should be made on the date of completion of the installation, unless agreed otherwise for larger installation jobs.
11.7 – For cheque payments, the outstanding balance will only be considered as paid once the cheque has cleared. Time is of the essence in relation to payment.
11.8 – The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
– (a) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
– (b) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
11.9 – Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 3 percent per annum (based on the HM Revenue and Customs (HMRC) late payment and repayment interest rates set on 21 of November 2017) until the date of actual payment of the overdue amount.
11.10 – The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
11.11 – As long as the Customer has not paid the full amount for the Goods, they belong to the Supplier.
12.1 – Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.2 – The Customer may terminate the Contract by giving the Supplier not more than 5 days written notice after placing the Order.
12.3 – Either party can terminate this Contract within immediate effect by written notice to the other party bankrupt, makes a voluntary arrangement with its creditors, or a receiver or an administrator is appointed in respect of its business; or if the other party is in material breach of any of its obligations under this Contract.
12.4 – Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.5 – The Customer shall pay the Supplier for any Goods delivered or for any costs incurred in carrying out its obligations before termination.
13.1 – Force majeure:
– (a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier or Customer including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
– (b) Neither party shall be liable for delays in performing or failure to perform any of their obligations this Contract as a result of a Force Majeure Event.
– (c) If the Force Majeure Event prevents the Supplier or Customer from providing any of the Services and/or Goods for more than 60 days from the date of notification, either party can terminate this Contract with immediate effect by giving written notice to the other party.
13.2 – Notices:
– (a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery, or sent by e-mail.
– (b) This clause 13.2 shall not apply to the service of any proceedings or other documents in any legal action.
13.3 – No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.4 – Third parties: No-one who is not a party to this Contract has any benefit or any right to enforce any term of this Contract for the purposes of the Contracts (Rights of Third Parties Act 1999).
13.5 – Assignment: Neither party can assign its rights under this Contract without the consent of the other party, which shall not be unreasonably withheld.
13.6 – Waiver: No failure by either party to exercise any of its rights under this Contract shall be deemed to be a waiver of such rights or prevent the exercise of such rights at a later date.
13.7 – Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed expressly in writing and signed by the Supplier.
13.8 – Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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