In these terms and conditions of sale
“Cash” includes cash, cheques, credit and debit cards and any other form of payment approved by the Company.
The “Company” means Legacy Windows Limited (company no 07087936) whose registered office is at Ashcom Park, Clyst St George, EXETER EX3 0NR
The “Customer” means the person, firm or company who enters into the contract to purchase goods.
The “Goods” means the goods and services which the Company is to supply to the Customer.
The “Contract” means the binding agreement to buy and sell goods.
1. RULING CONDITIONS.
1.1. Any Contract made with the Company is subject to these terms, unless expressly varied by the Company in writing.
1.2. In particular the Customer shall offer to order the Goods from the Company on these terms, and any conflicting terms of business of the Customer shall have no effect.
2. PRICE AND DEPOSITS.
2.1. The price of the Goods will be as stated by the Company at the time of acceptance of the Customer’s order.
2.2. All prices are unless otherwise stated net of VAT and ex works.
2.3 The Customer will normally be asked to pay a deposit of an amount determined by the Company according to the circumstances, either at the time of quotation or confirmation of order. If for any reason the Customer does not then proceed to place an Order (or having placed an Order, is released by the Company from his obligation) the Company shall be entitled to retain the deposit by way of compensation on account of its loss (but without prejudice to the Company’s right of full recovery)
3. QUOTATIONS AND ORDERS.
All quotations are given and all orders are accepted subject to the following conditions;
3.1. All conditions of the Customer or other terms conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly stated by the Company in writing.
3.2. Quotations may be varied or withdrawn by the Company at any time prior to acceptance per condition 3.7 of these conditions. The Customer is reminded, particularly where an initial quotation is given prior to survey, that such quotation will often be subject to change when a detailed design is produced following the result of the survey
3.3 Quotations issued by the Company will, when accepted, form the basis of a legally binding contract between the Company and the Customer. It is the Customer’s responsibility to check that the quotation meets his requirements in every detail before an Order is placed.
3.4. If any statement or representation upon which the Customer wishes to rely has been made to the Customer other than in the documents enclosed with the Company’s quotation or acknowledgement or order, it is the Customer’s responsibility to ensure that such statement or representation is recorded in a document to be attached to or endorsed on the order in which case the Company may clarify the point or submit a new quotation.
3.5 Where the quotation or order is based on drawings produced by or for the Customer (other than by the Company itself) it is the Customer’s responsibility to ensure the accuracy of such drawings and the Company will not be held responsible for any errors or omissions arising from any inaccuracies in such drawings. If after acceptance the Company shall at any time agree to any variations to the order (which it is not obliged to do) the Customer is warned that such variations may result in additional cost or delays to the progress of the Customer’s order
3.6 Unless otherwise agreed in advance, all quotations are given and orders accepted on the basis of the delivery and (where applicable) installation of the order as a whole on a single occasion. If (without such advance agreement) the Customer requires the delivery or installation to be carried out in phases the Company will incur additional cost which it shall be entitled to recover from the Customer on its standard basis
3.7 Once accepted by the Company a binding contract will arise for the supply of the Goods on the basis of the quotation or order and such contract shall not be capable of cancellation or variation save with the written consent of and on such terms as the Company may impose. Provided that if the Customer is a Consumer and the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc Regulations 2008 (“the Regulations”) applies this clause does not affect the Customer’s statutory rights under the Regulations
3.8 Subject to condition 3.7 the Company will endeavour to accommodate minor changes to a Customer’s order where possible, and the Company shall be entitled to be paid the additional costs thereby occasioned on the Company’s standard basis. The Customer is warned that even minor changes that it requests after the placing of an order, for example to sizes, quantities, detail or delivery specifications can result in additional cost and are likely to cause delay to the order.
4. TERMS OF PAYMENT.
4.1. Subject to the prior written agreement of the Company orders for Customers without an account are accepted only if:
a) Cash is sent with the order or;
b) a non-refundable deposit is paid of such amount as the Company shall require, with the balance of the price being payable in full and without set-off on delivery (or first delivery where the order is delivered in more than one batch).
4.2. Ledger accounts are opened at the sole discretion of the Company.
4.3. Unless otherwise agreed by the Company in writing the terms of payment shall be made within 28 days following the month in which the Goods were dispatched.
4.4. The Company may submit an invoice at any time after the Goods are ready for delivery.
4.5. Credit terms may be withdrawn or amended at the discretion of the Company at any time and without notice to the Customer.
4.6. Where Goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay invoices in accordance with these terms.
4.7. No dispute arising under the Contract, or delay beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.
4.8.The time for payment of the Goods or any instalment shall be of the essence. In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries or Contracts between the Customer and the Company without notice. The Company reserves the right in these circumstances to claim interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 after as well as before judgement until payment is made in full.
4.9. Any credit terms extended by the Company shall cease on any change of the legal status of the Customer. Any such change must be notified to the Company in writing. Credit terms will only be reinstated by the Company following such a change at the Company’s sole discretion and confirmed in writing signed by a director of the Company.
5. DELIVERY AND INSTALLATION.
5.1 Any delivery or installation date given at the time of quotation or order is an anticipated date only and is not definite nor guaranteed. The fulfilment of delivery times is also subject to the Customer having paid all deposits or part-payments that may be due.The Customer shall have no right to damages or to cancel the order for failure of any cause to meet any delivery time stated. The Customer is warned that requests for alterations to the order (even if accommodate by the Company) will usually delay the Order
5.2. Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the Goods for normal conditions of transit and for the normal period of transit.
5.3. It is Company policy that our driver does not leave the rear of his vehicle during unloading. Therefore the Customer should provide assistance for off loading, ie. Forklift or two able-bodied men, as appropriate. Our drivers are instructed to wait for a maximum of 15 minutes for such assistance to be provided. If no such assistance is forthcoming the delivery is still deemed to have occurred. Redelivery of the Goods will be at the Customers expense.
6. TITLE AND RISK.
6.1. Risk shall pass to the Customer on delivery (or deemed delivery where clause 5.3 applies) so that the Customer is responsible for all loss and damage or deterioration to the Goods:
a) If the Company delivers the Goods by its own transport at the time when the Goods or a relevant part therefore are unloaded at the place of delivery or the Customer wrongfully fails to take delivery at the time the Company tendered the Goods; or
b) In all other circumstances at the time when the Goods or consignment or other part thereof leaves the premises of the Company whether or not the Company arranges transport.
6.2. Title in the Goods or any part thereof supplied hereunder shall not pass to the Customer until payment has been made in full and cleared funds received therefor.
6.3. In the event of a sale of the Goods by the Customer in the ordinary course of its business to a third party the Customer shall assign to the Company in writing its rights to recover the selling price from the third party concerned if so required by the Company.
6.4. As the insurable risk shall pass to the Customer as soon as the Goods are delivered to him or to his agent the Customer shall keep the Goods insured for the amount of the price at which the Goods are sold to the Customer against all insurable risks.
6.5. If the Goods are destroyed by an insured risk prior to being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
7. SHORTAGES AND DEFECTS APPARENT ON INSPECTION.
7.1. No liability will be accepted regarding the claims or complaints or transport damage unless notified to the Company by telephone forthwith (and in any event within 24 hours) and confirmed in writing within 7 days, time being of the essence.
8. DEFECTS NOT APPARENT ON INSPECTION.
8.1. The Customer shall not be entitled to any claim in respect of any repair or alteration undertaken by the Customer without the specific prior consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
8.2. The Company shall not be liable for loss or damage suffered by reason of use of the goods after the Customer became aware of a defect or after circumstances which would reasonably have indicated to the Customer the existence of a defect.
8.3. The Company may within 15 days of receiving such a written complaint inspect the Goods, the Customer if so required by the Company shall take all steps to enable the Company to do so.
9. WARRANTIES AND LIABILITIES.
9.1. The Company warrants that the Goods to be supplied by it consequent upon its acceptance of the Customers order will at the time of delivery be of satisfactory quality and in accordance with the specification.
9.2. Subject to any limitation on the Company’s liability elsewhere contained in these Conditions the Company’s obligation under the warranty at paragraph 9.1. shall at the Company’s option either
a) To correct or repair or
b) To replace free of charge, or
c) To refund the price
of any Goods which are shown to the Company’s satisfaction to have been defective at the time of delivery, provided that notice of such a defect and satisfactory proof thereof is given by the Customer immediately after discovery and within 14 days from the date of delivery, except where the alleged defect is a matter in relation to which the Company has provided a specific guarantee for a specific period, the claim must be in accordance with and subject to the terms of guarantee within the specified guarantee period. The Company’s said obligations pursuant to this provision shall only apply if the Customer shall on request return any such Goods to the Company for inspection at the Customers expense if required to do so.
10.1. No representation is made nor warranty given by the Company as to the suitability of fitness of the Goods for any particular purpose, and the Customer shall be responsible for ascertaining whether the Goods are suitable for any particular purpose.
10.2. Save as provided in the Condition 9 the Company’s liability in connection with the sale of the Goods to the Customer shall be as follows;
a) In respect of physical damage or loss to the Customers tangible property to the extent it results from the wilful default or negligence of the Company its employees agents or contractors, the Company’s liability shall be limited to price of the Goods.
b) In respect of all other direct loss whether in contract tort or otherwise the Company’s liability shall not exceed the price of the Goods, and
c) In respect of any loss of goodwill or for any type of consequential, special or indirect loss or damage the Company’s liability shall be nil.
10.3. Nothing in these Conditions shall be deemed to exclude or restrict the Company’s liability for fraudulent misrepresentation or for the death or personal injury resulting from the Company’s negligence.
10.4 Subject to Clause 10.3 the Company shall not have any responsibility for any accidental damage caused to the Customer’s premises or to any property or chattels thereon howsoever caused
10.5 The Company shall not be liable to make good any damage unavoidably caused to any adjacent or surrounding areas in the course of any installation work nor to refit any ancillary items (such as door bells or alarms) removed or disturbed in the course of any works
10.6. The Customer recognises that the limitation of liability contained in this clause is reasonable in that the prices quoted by the Company are dependant upon such limitation being incorporated in the Contract.
11.1. The Customer shall indemnify the Company on demand against any costs charges losses or expenses including legal fees which the Company may sustain or incur as a consequence of any failure by the Customer promptly and properly to perform its obligations hereunder.
11.2. The Customer shall indemnify the Company against any damages losses costs claims or expenses including legal fees which the Company may incur in respect of any claim brought against the Company by any third party for any loss injury or damage wholly or partly caused by the Goods.
11.3. Nothing in this clause will require the Customer to indemnify the Company against any liability to the extent that this arises as a result of the Company’s own negligence.
12. GUARANTEE CONDITIONS.
12.1. Subject to full payment having been received, the Company guarantees to its Customer against defect (ordinary wear and tear excepted) its profile products for a period of 10 years, glass units supplied for 5 years, and all other products for 1 year.
12.2. The guarantee is conditional on the product being handled, stored installed and used in an appropriate manner and (where issued) in full compliance with any user guidelines
13. SERVICE CALLS.
13.1. If the Company provides a service engineer to attend at premises, where its products are fitted by a third party, the Customer agrees to pay the Company’s standard or anticipated service charge in advance as a condition of attendance.. This charge will be refunded if the fault is found to be covered by the Company’s guarantee.
13.2. Where the installation of Goods has been organised by the Company a service engineer will attend to any faults associated with the fitting work without charge for a period of twelve months following the completion of the installation. Thereafter the Customer agrees to pay the Company’s standard or anticipated service charge in advance for the callout. This charge will be refunded if the fault is found to be covered by the Company’s guarantee.
14.1. The Company shall be entitled without prejudice to its other rights and remedies, either to terminate wholly or in part the Contract or any or every other Contract with the Customer or to suspend any further deliveries under the Contract or any or every other such Contract in any of the following events:
a) If any debt due and payable by the Customer to the Company is unpaid.
b) If the Customer has failed to take delivery of any Goods under the Contract, or any other Contract as aforesaid otherwise than in accordance with the Customers contractual rights.
c) If the Customer enters into any formal insolvency procedure.
14.2. Any implied right for the Customer to sell the Goods in the ordinary course of business shall terminate on any event arising out of clause 14.1.c.
15. CONFIDENTIAL INFORMATION.
15.1. All drawings documents price list materials and other information supplied by the Company are supplied on the express understanding that this information is confidential and that the Customer will not without prior written consent of the Company either give away loan exhibit or sell such items.
16. EQUIPMENT ON LOAN.
16.1. It is expressly understood that any equipment on free loan from the Company to the Customer is only to be used for the purposes it is intended and will be returned to the Company on demand.
17.1. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of this or any other Contract.
17.2. If any of the provisions of these conditions is held by any competent authority to be invalid or un-enforceable in whole or in part, the validity of the other provisions of these conditions, and the remainder of the provisions in questions, shall not be affected thereby.
17.3. The Customer shall not assign or transfer any of the rights benefits or obligations under the Contract save without prior written consent of the Company
17.4. The Contract shall be governed by and construed in all respects in accordance with English Law, and the Customer hereby submits for all purposes of and in connection with the Contract, to the jurisdiction of the English Courts.
17.5. Any notice required to be given hereunder shall be sent to the Company at the registered office, and to the Customer at the address shown on the order or its registered office (at the Company’s discretion). A notice shall be deemed to have been served, if by hand when delivered, if by facsimile when received, and if by first class post 48 hours after posting. The Company does not accept service by e-mail.
17.6. The clause headings are for reference purposes only, and do not limit or otherwise affect the interpretation of the foregoing Conditions.
17.7. Each of the previous provisions contained in these Conditions shall be constructed as separate and severable.
17.8. A person who is not a party to the Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions but this does not affect any right or remedy of a third party, which exists or is available apart from that Act.
WARNING By placing an order with the Company you are accepting our Terms and Conditions of Sale and you agree to be bound by them.
FURTHER WARNING If you are a consumer and the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc Regulations 2008 applies, you have 7 days from the date of the acceptance of this contract to give notice of cancellation of this contract