AXIS GLASS INSTALLATIONS LTD
CONDITIONS OF SALE
- 1. GENERAL
1.1 These Conditions shall apply to all contracts for the sale of goods ("the Products") by the Seller (which term shall be deemed to refer to AXIS GLASS INSTALLATIONS Ltd, Company Number 10614286, whose registered address is 400 Thames Valley Park Drive, Thames Valley Park, Reading, RG6 1PT) 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.
1.2 All orders for the Products shall be deemed to be an offer by the Buyer to purchase the Products pursuant to these Conditions.
1.3 Acceptance of delivery of the the Products shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
- 2. WARRANTIES AND GUARANTEES
2.1 The Seller warrants that the Products will in all material respects: correspond with the product specification (if any) and except to the extent that there is a conflict with the specification (if any) conform to any applicable standards published by the British Standards Institution and / or the Glass and Glazing Federation in effect at the time of Manufacture.
2.2 Selection of the correct type of glass in accordance with any applicable standards is the responsibility of the buyer and the buyer shall indemnify the Seller against any loss or damage which the Seller may suffer and against any claim which may be made against the Seller as a result of the selection of the inappropriate type of glass.
2.3 The sellers technical and other literature is published for general guidance only. The Seller gives no warranties or representations as to its accuracy or completeness or as to compliance with it by the Products except to the extent that such literature is incorporated into and its accuracy; completeness or compliance is confirmed within the Specification.
2.4 Any typographical, clerical or other error or omission in the Specification, The Estimate or any price list, acceptance or offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.5 Any advice or recommendation given by the Seller or its employees, agents or sub contractors to the Buyer or its employees, agents or sub-contractors as to the design, storage, application or use of the Products, any glazing system, any structure in which the Products are used or otherwise is acted upon entirely at the Buyer’s own risk and the Seller shall not be liable for any such advice or recommendation unless such advice or recommendation is expressly incorporated in the Contract in Writing in which case the Sellers liability to the Buyer shall be as set out in Clause 7 below in relation to its supply of the Products and it shall not separately be liable in respect of such advise and recommendation.
2.3 The supply by the Seller of double glazed units shall be with the benefit of the manufacturer’s written warranty (a copy of which is available on request) insofar as the Seller can pass on the same and with the benefit of the Sellers Warranty which shall be limited to the replacement of any double glazed unit which the Seller at its entire discretion shall regard as defective within a period from the point of sale as set out in the Seller’s written warranty (a copy of which is available on request) and shall in no event include the cost of replacement fitting handling or storage of the relevant unit or units or any consequential loss arising from the act of replacement or otherwise.
2.4 The Seller shall be under no liability whatsoever to the Buyer for an indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Buyer of this contract.
2.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of the goods.
2.6 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in the contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a buyer dealing as a consumer.
- 3. PRICE
3.1 Any price quoted or published by the Seller shall be deemed to have been calculated on the basis of the market price and rates for materials goods transport and labour prevailing at the date of such quotation or publication. Accordingly all such prices are subject to amendment at the Seller’s discretion without notice to the Buyer and the Buyer will be invoiced at the price prevailing on the date that the Products are dispatched or delivered by the Seller or collected by the Buyer.
3.2 All prices published by the Seller relate to flat rectangular or square glasses only. Shaped or Angled glasses are subject to extra charge by the Seller.
3.3 Orders for Products of non-standard shapes, dimensions and or types are accepted subject to them being within the Seller’s manufacturing capability and the Seller reserves the right later to cancel such orders without liability if they are not within such capability.
3.3 Unless otherwise expressly stated prices quoted or published by the Seller do not include Valued Added Tax which will be charged where applicable by the Seller at the rate prevailing on the date of invoice.
3.4 A minimum charge will be applied by the Seller in the case of the supply of all processed materials. Details of such minimum charges are set out in the Seller’s current price list a copy of which is available on request.
- 4. PAYMENT
4.1 Unless otherwise expressly stated in writing payments shall be made at the point of order. Payment by post shall be at the Buyer’s own risk.
4.2 In payment time shall be of the essence and in the event of the Buyer failing to make payment as set out above the Seller shall (without prejudice to its rights and remedies referred to herein) charge interest at the rate of 3% above the base rate of the bank of England from time to time on all sums not paid by the Buyer such interest to be calculated from the due date down to the date of the actual payment whether after or before any Judgement.
4.3 If the Buyer makes default in any payment the Seller may at its option and without prejudice to any other rights or remedies suspend any further deliveries to the Buyer until the default is rectified or cancel the order or cancel or procure cancellation of any other orders which the Buyer has placed with the Seller or any associated company of the Seller so far as any goods remain to be delivered to the Buyer there under. The Seller reserves the right to recover possession of goods for which due payment has not been made by the Buyer and as against the Buyer the Seller shall be entitled to enter the premises of any person firm or company in order to repossess such goods.
4.4 Any claim or counterclaim which the Buyer makes against the Seller in respect of a particular transaction shall not allow the Buyer to withhold payments to avoid its liabilities in respect of any other transaction.
- 5. TITLE
5.1 The property in goods ordered from the Seller by the Buyer will not pass to the Buyer and will remain the sole and absolute property of the Seller as legal and equitable owner until such time as the buyer has paid to the Seller the full amount of the agreed price together with the full price of any other goods the subject of any other agreement between the Seller and the Buyer entered into before the order in question.
5.2 Until the property in the goods the subject of the order in question has passed to the Buyer:-
5.2.1 The Buyer’s possession of them will be solely as bailee for the Seller.
5.2.2 The Buyer will store them on its premises separately from its own goods and those of any other person and in a manner which makes them readily identifiable as the Seller’s goods.
5.2.3 The Seller may at any time terminate the Buyer’s possession of them and for any purpose of recovering them may enter upon any premises where they are stored or where they are reasonably thought to be stored and repossess them.
5.2.4 Until payment in full the Buyer will keep the goods fully insured for the benefit of the Seller against all insurable risks. If goods are destroyed or damaged prior to being paid for by the Buyer the Buyer shall receive the proceeds of any such insurance as trustee for the Seller.
5.3 Notwithstanding the foregoing provisions of this clause the Buyer is licensed by the Seller to re-sell such goods before the property in them has passed to the Buyer but only upon the following conditions:
5.3.1 As between the Buyer and its purchaser the Buyer will sell as principal and will not in any way hold itself out as the Seller’s agent or as selling otherwise than as principal or do any other thing whereby the Seller might be or become liable on the contract or re-sale.
5.3.2 As between the Seller and the Buyer the Buyer will sell as fiduciary agent for the Seller.
5.3.3 The buyer will hold the entire proceeds of the re-sale in trust for the Seller absolutely and will not mingle them with any other money or pay them into any overdrawn bank account but will keep them at all times identifiable as the Seller’s money.
5.3.4 If the Seller shall at any time during the subsistence of its right to the proceeds of any re-sale call upon the Buyer so to do the Buyer will within seven days thereafter assign to the Seller all right to recover from the Buyer’s purchase under the re-sale any part of the proceeds of the re-sale for the time being remaining unpaid.
5.4 Notwithstanding the foregoing provisions of this clause the Buyer is licensed by the Seller before the property in such goods has passed to the Buyer to process them in such fashion as the Buyer may wish or to incorporate them in or with any other goods but only on the following conditions:
5.4.1 The product of any such processing or incorporation shall be separately stored and marked so as to be identifiable as being made from or with goods which remain the Seller’s property.
5.4.2 The product of any processing which does not involve the incorporation of any other goods shall remain the Seller’s property and the provisions of this clause shall continue to apply to it accordingly.
5.4.3 The product of any processing which involved the incorporation or admixture of any other goods shall be owned in common between the Seller and the owner or owners of such other goods in the proportion borne by the respective values of the Seller’s goods and the goods of such other owner or owners so incorporated or admixed and the provisions of this clause shall apply (with any necessary changes) to such product but so that in the case of any product owned in common as aforesaid references in sub-clause 5.3 to the proceeds of re-sale shall be construed as references to the Seller’s proportionate share of the proceeds of a re-sale.
5.5 In addition to the other requirements imposed upon the Buyer by this clause the Buyer will maintain such written records as may be necessary:
5.5.1 To identify all goods in its possession (whether or not such goods have been processed in any way) the property in which has not passed to the Buyer.
5.5.2 Identify all goods in its possession of which the Seller is the owner in common with any other persons and to quantify the shares of the respective owners.
5.5.3 Identify all proceeds of the sale to which or to a share in which the Seller is entitled and (in the case of proceeds of Sale to share in which the Seller is entitled) to quantify that share.
- 6. RISK
6.1 Products ordered from the Seller will be at the Buyer’s risk as soon as they have been delivered by the Seller or collected by the Buyer.
6.2 Where the Seller agrees to deliver the goods to the Buyer’s premises or such other address as may be nominated by the Buyer the risk of any loss or damage or for deterioration in the goods from whatever cause shall pass to the Buyer upon delivery at the Buyer’s premises or other nominated address. In such circumstances delivery will be deemed to have been completed when the goods are ready to be off loaded at the place of delivery.
6.3 Where the Buyer collects the goods from the Sellers premises the risk of any loss of or damage to or deterioration in the goods from whatever cause shall pass to the Buyer immediately upon the goods being delivered into the possession of the Buyer its employees or agents.
6.4 If the Buyer requests the Seller to store and the Seller agrees to store the goods in the circumstances set out in clause 7.5 herein the goods will be stored at the risk of the Buyer as from the time that the goods are due and ready for delivery.
6.5 Where pallets stillages packages or like items are supplied by the Seller for the purpose of effecting delivery of the goods to the Buyer the risk of loss of or damage to such items shall be with the Buyer until such time as the Buyer returns them to the Seller. Failure to return these items will result in a charge as set out in clause 7.9.
- 7. DELIVERY
7.1 Any time or date of delivery of the Products given by the Seller is given and intended as an estimate only and the Seller shall not be liable for any loss or damage caused to the Buyer by reason of any failure to supply or for any delay in supplying the Products to the Buyer.
7.2 Where delivery of an order is made by instalments each delivery shall be deemed for such purpose to be the subject of a separate contract. Any failure whatsoever by the Seller in respect of any one delivery shall not entitle the Buyer to repudiate the order or any instalments remaining to be delivered thereunder.
7.3 Delivery of the Products shall be made to the Delivery Address and the Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
7.4 The seller reserves the right to choose the form of transport for the Products and the composition of each load unless expressly specified in the Estimate
7.5 For the purposes of this clause 7, if the Products are delivered on a road vehicle they shall be considered to have been delivered as soon as they are ready to be unloaded at the Delivery Address which shall be considered to be the case when all ropes, chains, sheets, restraining bars and other means of fastening to or on the vehicle have been removed.
7.6 If delivered by road vehicle, unloading of the Products from the delivery vehicle shall be the entire responsibility of the Buyer and on their arrival at the Delivery Address the Buyer shall provide unloading facilities and shall unload them promptly. The Seller shall be entitled to recover from the Buyer all and any costs and expenses incurred by the Carrier as a result of the Buyer’s failure to do so.
7.7 The Seller reserves the right to invoice the Buyer in respect of Products which are ready for dispatch to the Buyer and the Buyer postpones delivery for whatever reason.
7.5 If for any reason the Buyer is unable to collect or accept delivery of the Products at the time when the Products are ready for collection by or delivery to the Buyer the Seller may if its storage facilities so permit and at its entire discretion store the goods until such time as the Buyer is able to collect or accept delivery of the Products. In such circumstances the Buyer shall pay to the Seller a reasonable sum calculated at the current market rate in respect of the grant of such storage facilities but the grant of such facilities will be without prejudice to any claim for payment by the Seller in accordance with clause 4.1 herein.
7.6 Where the Buyer requires the Seller to make delivery of the goods other than to the Buyer’s premises this fact must be clearly stated at the time of order and subject to the Seller’s acceptance of the order the Seller may apply a carriage charge calculated in accordance with the rates current at the date of dispatch.
7.9 Pallets stillages and all other delivery equipment are the property of the Seller and any such items not returned to the Seller by the Buyer in good condition and carriage paid within 28 days will be charged by the Buyer at full replacement cost.
- 8. INSPECTION
8.1 Where the Products are collected by the Buyer or its agents from the Seller’s premises it shall be the responsibility of the Buyer or its agents to inspect the goods before removing the same from the Seller’s premises. Upon such removal the Buyer will be deemed to have accepted the goods and the Seller shall be under no liability for any loss of or damage to the goods which occurs or may have occurred after its removal of the goods from its premises.
8.2 Where the Products are delivered, signature by or on behalf of the Buyer of the Delivery Note without qualification shall be conclusive proof that the Products were not damaged on delivery and that the correct amount of the Products were delivered.
8.3 If the Delivery Note is not signed by or on behalf of the Buyer or is signed with qualification of any form and if the Products are damaged on delivery or an amount less than the correct amount of The Products is delivered, then unless the Buyer Notifies the Seller and the Carrier who delivered the Products (otherwise than by a note on the delivery note) within seven days of delivery no claim against the Seller or the Carrier may be made in respect of the damage to or short delivery of the Products.
8.4 Where goods are delivered by the Seller or its agents to the Buyer’s premises or an address nominated by the Buyer it shall be the responsibility of the Buyer to inspect the goods as soon as practicable and in the event within 7 days from the date of delivery. The Products alleged by the Buyer to be defective must be held by the Buyer at its expense and risk so as to enable the Seller or its agents to carry out an inspection of the same within 14 days of receipt of written notice of complaint. The notice shall include details of each and every defect complained of. If the Seller accepts that the Products are defective it will as its discretion replace any defective item free of charge or credit the Buyer with the value of the same.
8.5 In determining whether the Products are defective the Buyer shall not be entitled to reject and the Seller shall not be obliged to replace or give credit for any goods on account of imperfections or variations inherent in the manufacturing process of glass which shall include appearance variations in base, body tinted and coated glass. Without prejudice to the generality of the matters aforesaid bands of colour appearing on double glazing units due to retraction of light by reason of phenomenon known as “Brewsters Fringes” shall not constitute a reason for rejection replacement or credit.
- 9. CANCELLATION OF ORDER
9.1 If the Buyer is not a consumer as defined by Consumer Contracts Regulations 2013, it may cancel an Order without charge but only where such cancellation is notified to the Seller in writing and where the cancellation will not cause financial loss to the Seller. Once the execution of an Order has been commenced by the Seller, the Buyer shall be responsible for payment of the value of all work done by the Seller up to the date of receipt of the written notice of cancellation save that where a substantial part of the Order has been executed, cancellation can only take place with the written consent of the Seller.
9.2 Consumer Code of Practice and Complaints : - Where the Buyer is a consumer as defined by Consumer Contracts Regulations 2013 (a "Consumer"), the Buyer agrees to notify the Seller of any complaint by the Buyer and to give the Seller a reasonable opportunity to remedy the complaint. The Seller will provide the Buyer with details of the Seller's complaints procedure. The Seller supports the GGF Consumer Code of Practice as promoted by the Glass and Glazing Federation (GGF) (the "Code") and undertakes to work within the guidelines of the Code and any other GGF Code of Practice in respect of all work undertaken in connection with orders placed by a Consumer. A copy of the Consumer Code is available on request. In the case of any dispute arising between the Buyer and the Seller, the Seller will provide details of the GGF's Conciliation Scheme and The Glazing Arbitration Scheme (www.tgas.org.uk) administered by the Centre for Effective Dispute Resolution.
9.3 Notice of the Right to Cancel:- Where the Buyer is a Consumer, the Buyer has the right to cancel this contract without charge by giving written notice to the Seller up to seven (7) calendar days from the date of this contract. Notice may only be served by email to firstname.lastname@example.org or by post to the Seller's registered address. A cancellation form may be obtained at http://www.axisglass.co.uk/cancellationform. The notice of cancellation is deemed to be served by the Buyer on the day it is emailed or posted to the Seller.
9.3.1 Where the Buyer is a Consumer, the Buyer has a right to cancel the Order, as long as it is not made to the specific requirements of the Buyer, without charge up to fourteen (14) calendar days after the date of the delivery in accordance with the GGF Consumer Code of Good Practice. The Seller agrees to collect from the Buyer any products which have not been installed in the event of cancellation. Further, the Buyer agrees to pay the Seller for all reasonable costs of collection, survey fees, access equipment and for all installed products provided up to the point of collection. The costs of collection are £97+vat per Order plus an additional £5+vat per item handling fee.
9.3.3 Any related credit agreement will be automatically cancelled if the contract for goods or services is cancelled.
- 10. FORCE MAJEURE
10.1 The Seller accepts no liability for any failure to deliver the goods arising from circumstances outside its control.
10.2 Non-exhaustive illustrations of these circumstances are Act of God war riots explosion abnormal weather conditions fire floods strikes lock-outs. Government action or regulations (UK or otherwise) delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
10.3 If the Seller is prevented from delivering in the above circumstances, it shall notify the Buyer of the fact within 10 days commencing with the contractual delivery date.
10.4 If the circumstances preventing delivery are still continuing 3 months from and including the date the Seller sends such notice then either party may give written notice to the other cancelling the contract. Such written notice must be received whilst the circumstances are still continuing.
10.5 If the contract is cancelled in this way the Seller shall refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount which the Seller is entitled to claim from the Buyer) but the Seller accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.
- 11. ASSIGNMENT
The Seller may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.
- 12. INSOLVENCY
If the Buyer fails to make payment for the goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangements with its creditors or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind-up the Buyer (other than for the purpose amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if any petition for the appointment of an administrator is presented against the buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
12.1 Suspend all future deliveries of goods to the Buyer and/or terminate the contract without liability upon its part: and/or
12.2 Exercise any of its rights pursuant to clause 5.
- 13. JURISDICTION
All contracts made with the Seller shall be governed accordingly to the laws of England and the Seller and the Buyer shall submit to the exclusive jurisdiction of the English Courts.