Terms & Conditions
1. Application & Variation of the Conditions
Unless otherwise expressly agreed in writing by the Seller, these Conditions apply to any contract between the Seller and the Buyer for the supply of goods (“Contract”) and supersede any earlier Conditions issued by the Seller and shall override any terms or conditions of the Buyer. These Conditions are open to negotiation before the Buyer’s order is accepted (whether or not in writing) by the Seller, which negotiation may result in change to any price published or earlier referred to
Prices are subject to withdrawal without notice, and unless agreed otherwise in writing, goods will be invoiced at the prices ruling at the date of dispatch. here are minimum area charges which vary according to the goods ordered. Ovals, circles or irregular shapes will be charged as the rectangular area from which they cut and surcharges shall apply to such goods. Prices are also determined by reference to rounded metric measurements. These minimum area charges and/or surcharges and/or rounded metric measurements from which prices are determined have been communicated to the Buyer and the Buyer accepts same. The total area chargeable in relation to any goods is the area of each item so calculated multiplied by the number of items ordered. Prices quoted are exclusive of VAT. ny typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. ll illustrations contained in the Company’s brochures, catalogues, advertisements or price lists are approximately only and intended merely to give a general idea of the goods described therein and shall be incorporated into or form part of the Contract.
(a) Time of payment shall be of the essence of any Contract. For an account holding Buyer payment is due on or before the last day of the month next following month in which dispatch is made. If the Buyer makes default on payment, payment in respect of all goods delivered but not paid for shall immediately become due and payment in respect of any goods delivered during the continuance of any such default shall become due immediately upon delivery. b) Non account holding Buyers will be required to pay the whole purchase price of the goods before the goods are manufactured and/or delivered. c) Any previously agreed settlement discount will be allowed provided that no payments required of the Buyer in respect of any Contract are overdue.
(d) Interest shall be payable on overdue payments from the date upon which payment is due until the date payment is made at the rate of 3 per cent annum above Base Lending Rate of the National Westminster Bank Plc. in operation at the date upon which payment was due. e) No retentions are permissible and the Buyer has no right to set off disputed moneys whether or not in respect of goods under any Contract to which these Conditions apply. f) The seller may at any time suspend the performance of its obligations under any Contract until the Seller is satisfied that the Buyer is able to pay, or has given security for payment, for the goods.
(a) Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. b) Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods at the Seller’s fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the goods in ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(c) Until such time as the property in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon premises of the Buyer or any third party where the goods are stored and repossess the goods. d) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. e) In event that goods are supplied on different dates, and covered by separate invoices, some of which have been paid for and some of which have not, it shall be presumed that the Buyer has used the goods which have been paid for before the goods for which payment has not been made.
5 Delivery & Risk
(a) Delivery shall unless otherwise agreed, be at the Buyer’s normal place of business. The Seller reserves the right to choose the form of transport for the goods and the composition of the consignment load. b) Any time specified for delivery is given as an estimate only and shall not constitute a contractual obligation. No loss or damage shall be attributed to any delivery that has not been affected by any such date. c) Where the Buyer defers accepting delivery after the goods have been manufactured, the Seller may charge the Buyer for any reasonable storage or additional transport costs which result. d) If the Buyer establishes to the satisfaction of the Seller (acting reasonably) that goods have been damaged in transit or that the consignment of goods is incomplete or incorrect and the Buyer has given the Seller written notification (other than on the carrier’s delivery document) of such damage or shortage with in 3days of delivery, the Seller will replace such goods or credit the Buyer with the value thereof. The Seller shall be permitted a reasonable opportunity to inspect any damage consignment. e) Where delivery is made by transport other than the Sellers own carrier, the failure of goods to arrive within 14days of receipt by the Buyer of the advise note, must be reported to the Seller within the said period of 14days failing which, the Seller shall have liability for non- delivery. f) Except as provided in clause 5(d), the Seller shall have no liability to the Buyer arising out of or in connection with damage to, or incomplete, or incorrect consignments of goods. g) When the goods or any number of them (whether or not being in the actual quantity ordered) are either collected by the Buyer from the Sellers premises or are free of all vehicle transit restraints and ready for unloading by the Buyer at the agreed delivery address, delivery in relation to those goods is complete and the risk in them is shall pass to the Buyer. h) On arrival of the goods at the place of delivery the Buyer shall promptly provide unloading facilities and when the goods are ready to be unloaded shall unload goods promptly. The Seller shall be entitled to recover from the Buyer all and any costs and expenses incurred as a result of the Buyer’s failure to do so. Ant assistance given by the Seller or its agents in respect of any unloading is entirely at the Buyers risk. i) The Seller shall have no liability for any loss or damage to goods in transit when the Buyer has signed the delivery note or, other delivery documents as received in good condition. j) Pallets, frames, stillages and all other distribution equipment are the property of the Seller and must be returned to the Seller on demand. Any re- use of such equipment by the Buyer is entirely at the Buyers own risk. Any deposit which has been charged thereon will only be credited to the Buyer if and when the Buyer returns the same to the Seller carriage paid and in good condition within a period of three months from the date of dispatch. k) The Buyer shall not be entitled to reject any goods on the grounds that they have been delivered in incomplete quantities.
6 Warranties, Liabilities & Standards
(a) The Seller warrants to be the Buyer that goods shall conform to appropriate product standards as approved by British Standards Institute (where applicable), or otherwise to recognised industry standards defined and published by the Glass and Glazing Federation, 44- 48 Borough High Street London SE1 1XB b) The Sellers Standard Five Warranty in the format current at the date of the relevant Contract shall apply to insulating glass units. c) Save as expressly provided by these Conditions, or as expressly provided in any specific written warranty issued by the Seller, or as otherwise specifically agreed in writing by the Seller, all Seller’s representations and statements (whether express or implied) and all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
(d) Goods represented by the Buyer to be defective shall not, save as expressly provided for in these Conditions, or in any specific written warranty issued by the Seller, from the subject of any claim for injury, loss, damage or any expense however incurred whether arising directly or indirectly from such alleged defects other than death or personal injury resulting from the Seller’s negligence; but such goods, if demonstrated by the Buyer within 7days of receipt of same to be in breach of the Seller’s warranties set out in clause 6(a) , will be at the discretion of the Seller, be replaced free of charge or credited to the account of the Buyer, but the Seller will have no further liability to the Buyer. e) Except in the respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) which arise in connection with the supply of goods or their use or resale by the Buyer f) Optical, dimensional, other physical properties and colour of the goods are subject to the Seller’s manufacturing specification, tolerances and/or standards, details of which are available on request. g) The Buyer shall be responsible for the correct use and/or installation of the goods and indemnify the Seller in respect thereof. The Seller accepts no liability for loss or damage resulting in failure to adhere to recommendations and guidelines laid down in its current technical literature and/or that of said Glass and Glazing Federation. h) The Seller shall not be liable for any advice or representation in respect of the goods unless confirmed in writing. i) The Seller shall not be liable in respect of any inherent weakness resulting from the shape of non-rectangular panes of glass; j) The Seller shall not be liable in respect of interference phenomena (rainbow effects resulting from multiple reflectors in insulting glazing) which shall be deemed to be a defect in the Goods; k) The Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Sellers’s instructions (whether oral or in writing) or proper procedures, misuse or alteration of the Goods without the Company’s approval; l) The Seller shall not be liable in respect of any defect in the Goods arising from incorrect storage. The packing provided by the Seller is intended to preserve the Goods in good condition during transportation. It is not designed for the storage and long-term preservation of the Goods. It is incumbent upon the Buyer to ensure that the Goods are unpacked upon delivery and stored in accordance with appropriate methods and standards. m) The Seller shall not be liable under the above warranties (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
7 Force Majeure
(a) If the performance of any Contract or any obligation there under is prevented by force majeure, the Seller shall be excused performance, provided that the Seller shall use reasonable endeavours to remove such cause(s) of non-performance, and shall continue performance there under without delay whenever such cause(s) are removed. b) For the purposes of these Conditions, the term “Force Majeure” includes acts of God, strikes, lock-outs, other industrial action, fire, accident, lightning, earthquakes, storms, floods, explosions, war and any other circumstances, whether similar or dissimilar, beyond the reasonable control of the Seller.
If the Buyer makes default in any payment, or commits any breach of the terms & conditions of any relevant Contract, or suffers distress or execution, or becomes insolvent, or commits an act of bankruptcy, or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or re-construction), or if an administrative receiver or administration is appointed over the whole or any part of the Buyer’s business, or if a petition for an administration order is presented to the Court, the Seller may, without prejudice to any rights which may have accrued or which may accrue to it, at its option; (i) require payment in advance for all or any prior, existing and/or further deliveries ; and/or (ii) suspend any further deliveries until such default or breach, if capable of rectification, is rectified, and/or (iii) terminate the relevant Contract; and/or (iv) terminate any other Contracts so far as any goods remain to be delivered there under.
(a) Any quotation given by the Seller is not an offer b) If material or goods are ordered to be supplied to a template and the template dimensions differ from those specified in associated documents or correspondence, the order will be executed to the dimensions of the template. Templates must always be of a rigid material. (c) In accordance with trade customer, Buyer’s glass is handled, stored and processed at the Buyer’s own risk. d) Information and illustrations in the Seller’s printed literature are approximate representations not binding in detail. The Seller reserves the right to change specifications and other information in its literature and the Buyer must satisfy itself that the current stocks of goods are as depicted in any literature. e) Any Contract or order to which these Conditions relate is between the Seller and the Buyer as principals and is not assignable by the Buyer without the express written consent of the Seller. f) Unless expressly agreed otherwise in writing, (i) any Contract or order may be assigned by the Seller to any of the Seller’s associated companies and/or (ii) the Seller may manufacture the goods at any of its works or plants under/or (iii) the Seller may sub-contract the manufacture and/or supply of the goods. For the purpose of this sub-clause an associated company of the Seller shall mean a company which is a subsidiary company of Knights Glass LTD Ltd. g) Where goods are manufactured and/or processed by the Seller in accordance with the Buyer’s speciation the Buyer shall indemnify the Seller in respect of any liability incurred by the Seller in respect of any infringement or alleged infringement of any patent, design, copyright, trademark, or other intellectual property of any other third party. h) For tinted, coloured or mirrored glass orders the Seller recommends that the Purchaser issues a single order to cover the whole of each project. In the case of complementary, substitute, or replacement orders (for Goods previously supplied by the Seller or any Group company) for additional or replacement tinted or coloured, the Seller cannot and does not guarantee exact reproduction or matching of tint or colour of the original or previously supplied Goods and accepts no liability therefore. In the case of mirrored glass the Seller cannot and does not guarantee the silvering because conditions of use are critical to its resistance to deterioration and the Company accepts no liability therefore.
10 Governing Law
These Conditions and any Contract arising here under shall in all respects be construed in accordance with English Law and the Buyer agrees to submit to the non – exclusive jurisdiction of the English Courts.
The completion or termination of any relevant Contract shall not affect the continuing operation of Clauses 4,5(j) and 10.
Knights Glass LTD Limited