1. Definitions “Buyer” means the person who buys or agrees to by the Goods from the Company. “Conditions” means the term and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company. “Delivery Date” means the date specified by the Company when the Goods are to be delivered. “Goods” means the articles which the Buyer agrees to buy from the Company. “Price” means the price for the Goods inclusive of carriage, packing, insurance and VAT (at the rate applicable from time to time). “The Company” means UPVC Window Company Limited. “Contract” means the specific terms set out in the purchase agreement attached hereto and these Conditions.
2. Conditions Applicable 2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. 2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. 2.4 Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a principal or duly authorised senior employee of the Company.
3. Orders 3.1 As all orders for Goods are made to the Buyer’s individual requirements, subject to the terms of Clause 4.4, this order cannot be cancelled unless the Company is in breach of its obligations to the Buyer. 3.2 Subsequent to signing the Contract, of which these Conditions form part, the Company will carry out a survey for the proposed work required to install the Goods within 14 days or a mutual time subject to agreement of the parties. In the event of an unsatisfactory survey report (of which the Company shall be the sole judge), the Company reserves the right to cancel the contract, after having given the Buyer a full written explanation of the reasons for doing so. The Company will also refund all money deposited by the Buyer.
4. The Price and Payment 4.1 The Price shall be the Company’s price quoted on the accompanying purchase agreement. The Price is inclusive of VAT. 4.2 Payment of the Price shall be made upon completion of the installation of the Goods by cash or cheque, debit or credit card (which payments will incur an additional charge of 5%). 4.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate 5% above the Royal Bank of Scotland plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any decree. 4.4 At any time up to 21 days before delivery of the Goods, if occasioned by any increase in cost to the Company due to factors occurring after the making of this Contract which are beyond the reasonable control of the Company (including,without limitation, foreign exchange fluctuation, tax and duties, and the cost of labour, materials and other manufacturing costs), the Company may give written notice to the Buyer of its intention to increase the Price of the Goods to reflect such increase in cost to the Company. In the event of the Buyer not confirming in writing within seven days its acceptance of the proposed increase, the Buyer will be deemed to have rejected it, and the Company shall be entitled, at its discretion, to intimate in writing within a further seven days, its intention either to proceed to implement the Contract at the originally quoted Price, or to resile from the Contract without liability to the Buyer.
5. If the Buyer cancels an order the Buyer acknowledges that the Company loses the time they have spent on the Buyer’s order up to the time at which the Buyer cancels and accordingly the Company reserves the right to charge the Buyer a cancellation fee which is sufficient to cover the Company’s cost of materials, expenses and handling charges to the date of cancellation.
6. Goods Description and Variations 6.1 The quantity and description of the Goods will at the time of delivery of the Goods correspond to the description on the accompanying purchase agreement. 6.2 The Company may carry out from time to time without notice to the Buyer, minor alterations, improvements in the construction or design, specification, materials or manner of manufacture of the Goods, which do not materially affect the quality or fitness for the purpose of the Goods. 6.3 Whilst the Company believes that all specifications, illustrations, performance data and other information contained in any drawings, catalogues, advertisements or other documents supplied by the Company are as accurate as reasonably possible, they do not constitute a description of the Goods and shall not be taken to be representations made by the Company and are not warranted to be accurate.
7. Delivery and Acceptance 7.1 The Company shall arrange for the carriage of the Goods to the Buyer’s address or such other address as may be mutually agreed between the Company and the Buyer. The cost of carriage and any insurance is included in the Price. The carrier shall be deemed to be the Buyer’s Agent. 7.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 7.3 The Company may deliver the Goods by separate instalments. 7.4 Where applicable a clear signature on a carrier’s delivery advice sheet shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet. 7.5 The Buyer shall afford the Company an opportunity to inspect the Goods. The Buyer shall notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample within two business days after delivery/installation (time being of the essence) following delivery/installation of the Goods. Failing timeous notice, the Buyer shall be deemed to have accepted the Goods, and the Goods shall be conclusively presumed to be in accordance with the Contract, and free from any defect or damage that would be apparent on reasonable inspection. 7.6 The dates and times for delivery/installation of the Goods are provisional only and whilst the Company will use its reasonable endeavours to comply with any such dates and times, no guarantee is given that these will be achieved. Notwithstanding that the Company may have been delayed in delivery of the Goods (or any of them), the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within two months after the Delivery Date. 7.7 Where the Buyer unjustifiably rejects any Goods, then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or alternatives, or the failure by the Company to supply Goods which conform to the Contract. 7.8 After delivery of any Goods (including any double glazed units) to be installed, the Buyer will be responsible for their safe keeping and should make sure that they have adequate insurance against any damage or loss which may occur to those Goods.
8. Title and Risk 8.1 Notwithstanding delivery and assumption of risk by the Buyer, title to the Goods shall not pass from the Company until: 8.1.1 The Buyer shall have paid the Price in full; and 8.1.2 The Buyer has paid any other sums whatsoever (whether or not arising from the Contract hereby constituted) due from the Buyer to the Company. 8.2 Until title to the Goods passes to the Buyer in accordance with Clause 8.1, the Buyer shall hold the Goods on a fiduciary basis as trustee for the Company. 8.3 The Company shall be entitled to recover the Price (plus carriage, packing, insurance and VAT) notwithstanding that title to the Goods has passed from the Company. 8.4 Until such time as title to the Goods passes from the Company, the Buyer shall upon request deliver up to the Company the Goods, If the Buyer fails to do so, the Company may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods, and shall not be liable for loss or damage to the Buyer or its property caused by the removal of the Goods. Notwithstanding recovery of the Goods by the Company, the Company shall retain all rights of recovery of loss and damages arising from this Contract. 8.5 The Buyer shall not pledge, or in any way charge by way of security for indebtedness, any of the Goods which remain the property of the Company. Without prejudice to the other rights of the Company, if the Buyer does so, all sums whatever owing by the Buyer to the Company shall forthwith become due and payable. 8.6 Risk, except in respect of damage or destruction caused by the negligence or wilful default of the Company or its employees or agents, shall pass on delivery of the Goods by unloading at the agreed place of delivery. Where the Buyer arranges collection, risk shall pass when the Buyer, its employees, or its agents collects the Goods at the Company’s premises prior to loading. 8.7 The Company will do all it reasonably can to meet dates given for delivery and/or installation. In the case of unforeseen circumstances, beyond the reasonable control of the Company, the Company will contact the Buyer and agree an alternative date. 8.8 Any time or date specified by the Company as the time at which or date on which the Goods will be delivered and/or installed is given in good faith but is given and intended as an estimate only and the Company shall not be liable for any loss, damage or expense howsoever arising from delay in delivery and/or installation.
9. Glass 9.1 The Company shall not be liable for any claims arising from distorted vision, optical phenomena such as Brewster’s fringes, cosmetic blemishes, minor abrasions or similar imperfections due to glass manufacturing processes outside the control of the Company. 9.2 The Buyer will not be entitled to reject units incorporating toughened glass which, viewed from certain angles and in certain light conditions will show the inherent physical but unobtrusive coloured stained effect. 9.3 Glass is hermetically sealed double glazed units will comply to the Visual Quality Standard of the Glass and Glazing Federation issued September 1981 relating to glass generally (or any approved standard which succeeds it). In particular:- 9.3.1 Transparent glass used in the manufacture of sealed units is identical to that used traditionally for single glass and will therefore have a similar level of quality. 9.3.2 Both panes of the sealed units shall be viewed from the room-side at a distance of not less than two metres metres, in natural daylight, and not in direct sunlight. The area to be viewed will be the normal vision area, with the exception of a 50mm wide band around the perimeter of the unit. 9.3.3 Flat transparent glass shall be deemed acceptable if the following are neither obtrusive nor bunched:- hair lines or blobs, fine scratches not more than 25mm long, minute embedded particles. Obtrusiveness of blemishes shall be judged by looking through the glass and not at it, under normal lighting conditions as described in 9.3.2. 9.4 The Company gives no warranty concerning the incidences, prevention or elimination of condensation on double glazed units after installation of the Goods and no agent or employee of the Company has authority to give such a warranty. 9.5 All glass used is the best commercially obtainable but the Company cannot guarantee against any imperfection or variation inherent in the glass making process.
10. Guarantee 10.1 The Goods are guaranteed on the terms and conditions specified in the guarantee document provided by the Company (where applicable), the terms of which are in each case deemed incorporated into these Conditions. The statutory rights of the Buyer remain in full force and effect and are in no way affected by the provisions of the Conditions. Save for the provisions of the Company’s guarantee, the Company shall be under no liability to the Buyer for any defect in, failure of, or unsuitability for any purpose of the Goods or any part of them. The Company undertakes to repair or replace any of the Goods or any part thereof as a result of defective materials or manufacture. 10.2 The Company shall not be liable for any loss or damage caused by the non-performance or delay in performance of any of its obligations hereunder if the same is occasioned by any cause beyond the Company’s control, including but not limited to Acts of God, war, or disturbance, requisitioning, import or export regulations, strike, lock-out or trade dispute difficulties in obtaining materials, breakdown of machinery, fire or accident. 10.3 The Company will not be liable under this Contract for any loss or damage caused by them, their employees or agents in circumstances where: 10.3.1. there is no breach of a legal duty or care owed to the Buyer by the Company or by any of the Company’s employees or agents; or 10.3.2. such loss or damage is not a reasonably foreseeable result of any such breach; 10.3.3. the loss or damage result(s) from breach by the Buyer of any term of this Contract. 10.4 The Company shall not be liable for losses that were actually unforeseeable to the parties when the Contract was formed or for losses not caused by the Company’s breach of contract or for any consequential, indirect or business losses. 10.5 The Company’s prices are determined on the basis of the limits of liability set out in this clause. In the event that the Buyer requires the Company to accept a higher limit of liability, the Buyer shall give written notice of this whereupon the Company may accept such liability provided insurance can be obtained against that higher level of liability and providing the Buyer accepts a commensurate increase in the Price. 10.6 Subject to the terms of Condition 7.5 hereof, any claim by the Buyer for faulty or poor workmanship must be notified to the Company as soon as reasonably practical after the fault/damage is discovered. In order to avoid any confusion or delay notification should be made to the Company in writing. 10.7 Each of the preceding sub-clauses shall, so far as the context permits, be read and construed independently of the other sub-clauses so that if one or more of them are held to be invalid this shall not affect the validity of the other sub-clause(s).
11. Miscellaneous 11.1 The Company will carry out all installations with the minimum of disturbance to the Buyer’s property including decoration, plasterwork, roughcasting etc but will not be held responsible for repairs to such if damage occurs as a result of the installation. 11.2 The Company or its servants will NOT be responsible for structural defects in the property before or during the installation. 11.3 If necessary the Buyer shall at his own expense remove or re-site prior to installation any gas, electrical, telecommunication, cable television or plumbing installations and connections, alarms, door bells and all other such appliances and arrange for their relevant service provider to re-site any such equipment. 11.4 The Company undertakes to restore the surroundings to the doors and/or windows to a sound and weatherproof condition following installation, but the Company does not undertake to restore or match the state of decorative repair where this has been unavoidably disturbed during installation. 11.5 The Goods supplied by the Company are constructed from fire retardant materials to British Standards, however, it is the Buyer’s responsibility to ensure that such materials comply with any current regulations, statutory or otherwise relevant to their individual property. 11.6 “Adjustments” to the Goods and any minor remedial work, e.g. loose screws, loose handles, hinge adjustments, etc, will be carried out free of charge for a maximum period of two years from date of purchase. Thereafter, the Company reserves the right to charge a fee for such services, which will be agreed with the Buyer prior to any work being commenced.
12. Frustration 12.1 If any contract to which these Conditions apply is frustrated and/or the Goods or services referred to in this Contract cannot be delivered for any cause whatsoever, it is expressly agreed that:- 12.1.1 If any sum has been paid on account to the Company by the Buyer and is repayable in operation of law, the Company shall be entitled to deduct from that sum all reasonable expense incurred in connection with the Contract; and 12.1.2 If no sum has been paid on account the Buyer shall be bound to pay the Company’s reasonable expenses so incurred in connection with the Contract. 13. Law and Jurisdiction 13.1 This Contract is subject to the law of Scotland and to the jurisdiction of the Scottish Courts.