Interpretation
In these Conditions;
“Customer” means the person who accepts the quotation of Give Us A Break Windows Ltd for the sale of the Goods and/or the supply of the Services or whose order for the sale of the Goods and/or the supply of the Services is accepted by Give Us A Break Windows Ltd.
“Goods” means the goods (including any installment of the goods or any parts for them) which Give Us A Break Windows Ltd is to supply in accordance with these Conditions
“Services” means those services to be carried out by Give Us A Break Windows Ltd in accordance with any order and forming part of the Contract
“Conditions” means the standard terms and conditions of trading set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Give Us A Break Windows Ltd
“Contract” means the contract for the purchase and sale of the Goods and/or the supply of the Services
“Give Us A Break Windows Ltd” means Leighton Parsons trading as Give Us A Break Windows Ltd of Unit 1 Bradgate Street Leicester LE4 OAW.
These Conditions
These Conditions shall govern the contract between Give Us A Break Windows Ltd and the Customer to the exclusion of any other terms and conditions
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and Give Us A Break Windows Ltd
Orders and Specifications
No order submitted by the Customer shall be deemed to be accepted by Give Us A Break Windows Ltd unless and until confirmed in writing by Give Us A Break Windows Ltd authorised representative
The Customer shall be responsible to Give Us A Break Windows Ltd for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving Give Us A Break
Windows Ltd any necessary information relating to the goods and/or the Services within a sufficient time to enable Give Us A Break Windows Ltd to perform the Contract in accordance with its terms
The quantity quality and any specification for the Goods shall be those set out in Give Us A Break Windows Ltd quotation (if accepted by the Customer) or the Customer’s order (if accepted by
Give Us A Break Windows Ltd)
If the Goods are to be manufactured or any processes to be applied to the Goods by Give Us A Break Windows Ltd in accordance with a specification submitted by the Customer the Customer shall indemnify
Give Us A Break Windows Ltd against all lost damages costs and expenses awarded against or incurred by Give Us A Break Windows Ltd in connection with or paid or agreed to be paid by Give Us A Break
Windows Ltd in settlement of any claim for infringement of any patent copyright design trademark or other industrial or intellectual property rights of any other person which results from Give Us A Break Windows Ltd use of the Customer’s specification
Give Us A Break Windows Ltd reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or where the Goods are to be supplied to Give Us A Break Windows Ltd specification which do not materially affect their quality or performance
Give Us A Break Windows Ltd may ask the Customer to pay a deposit of 10% of the value of the Contract (“the Deposit”) at the time of ordering. In the event of any order being cancelled by the Customer for whatever reason and without prejudice to any other rights Give Us A Break Windows Ltd may have, the Deposit shall belong in its entirety to Give Us A Break Windows Ltd and the Customer shall have
no action against Give Us A Break Windows Ltd for any refund thereof
No order which has been accepted by Give Us A Break Windows Ltd may be cancelled by the Customer except with the agreement in writing of Give Us A Break Windows Ltd and on terms that the Customer shall indemnify Give Us A Break Windows Ltd in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by Give Us A Break Windows Ltd as a result of the cancellation
Price of the Goods and/or the Services
The price of the Goods and/or the Services shall be Give Us A Break Windows Ltd quoted price or where no price has been quoted the price listed in Give Us A Break Windows Ltd price list current at the date of acceptance of the order
Give Us A Break Windows Ltd reserves the right by giving notice to the Customer at any1ime before delivery to increase the price of Goods to give effect to any increase in the cost to Give Us A Break Windows Ltd which is due to any factor beyond the control of Give Us A Break Windows Ltd such as (without limitation) any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in
the cost of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give Give Us A Break Windows Ltd adequate information or instructions
The price is exclusive of any applicable Value Added Tax which the Customer shall be additionally liable to pay to Give Us A Break Windows Ltd
Terms of Payment
Subject to any special terms agreed in writing between the Customer and Give Us A Break Windows Ltd. Give Us A Break Windows Ltd shall be entitled to invoice the Customer for the price of the Goods and/or the Services on or at any time after delivery of the Goods unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods in which event Give Us A Break Windows Ltd shall be entitled to invoice the Customer for the price at any time after Give Us A Break Windows Ltd has notified the Customer that the Goods are ready for collection or (as the case may be)
Give Us A Break Windows Ltd has tendered delivery of the Goods
The Customer shall pay the price of the Goods within Thirty days of the date of Give Us A Break Windows Ltd invoice or upon delivery of the Goods whichever is the sooner. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request
If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to Give Us A Break Windows Ltd. Give Us A Break Windows Ltd shall be entitled to;
Cancel the Contract or suspend any further deliveries to the Customer
Appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract between the Customer and Give Us A Break Windows Ltd) as Give Us A Break
Windows Ltd may think fit (not withstanding any purported appropriation by the Customer)
Charge the Customer interest both before and after any judgement on the amount unpaid at the rate of 5% per annum above NatWest Bank Pie Base Rate from time to time until payment in full is made
(a part of a month being treated as a full month for the purpose of calculating interest)
Delivery
Delivery of the Goods shall be made by the Customer collecting the Goods at Give Us A Break Windows Ltd premises at any time after Give Us A Break Windows Ltd has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Give Us A Break Windows Ltd, delivering the Goods to that place
Any dates quoted for delivery of the Goods are approximate only and Give Us A Break Windows Ltd shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Give Us A Break Windows Ltd in writing. The Goods may be delivered by Give Us A Break Windows Ltd in advance of the quoted delivery date upon giving reasonable notice to the Customer
If Give Us A Break Windows Ltd fails to deliver the Goods (or any installment) for any reason other than any cause beyond Give Us A Break Windows Ltd reasonable control the Customer’s fault and Give Us A Break Windows Ltd is accordingly liable to the Customer, Give Us A Break Windows Ltd liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
If the Customer fails to take delivery of the Goods or fails to give Give Us A Break Windows Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the
Customers reasonable control or by reason of Give Us A Break Windows Ltd fault) then without prejudice to any other right or remedy available to Give Us A Break Windows Ltd, Give Us A Break Windows Ltd may;
Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage
Sell the Goods at the best price readily obtained and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the
Customer for any shortfall below the price under the Contract
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Customer;
In the case of Goods to be delivered at Give Us A Break Windows Ltd premises at the time when Give Us A Break Windows Ltd notifies the Customer that the Goods are ready for collection
In the case of Goods to be delivered otherwise than at Give Us A Break Windows Ltd premises at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods at the time when Give Us A Break Windows Ltd has tendered delivery of the Goods
Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property of the Goods shall not pass to the Customer until Give Us A Break Windows Ltd has received in cash or cleared funds in payment in full of the price of the Goods and all other goods agreed to be sold by Give Us A Break Windows Ltd to the Customer for which payment is then due
Until such time as the property in the Goods passes to the Customer the Customer shall hold the Goods as Give Us A Break Windows Ltd fiduciary agent and bailee and shall keep the Goods separate
from those of the Customer and third parties and properly stored and protected and insured and identified as Give Us A Break Windows Ltd property but shall be entitled to resell or use the Goods in the ordinary course of its business
Until such time as the property in the Goods passes to the Customer, Give Us A Break Windows Ltd shall be entitled at any time to require the Customer to deliver up the Goods to Give Us A Break Windows Ltd
and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods
The Customer 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 Give Us A Break Windows Ltd but if the Customer does so all monies owing by the Customer to Give Us A Break Windows Ltd shall (without prejudice to any other right or remedy of Give Us A Break Windows Ltd) forthwith become due and payable
Warranties and Liability
Subject to the conditions set out below Give Us A Break Windows Ltd warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of Ten years from delivery
The above warranty is given by Give Us A Break Windows Ltd subject to the following conditions;
Give Us A Break Windows Ltd shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Customer
Give Us A Break Windows Ltd shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Give Us A Break
Windows Ltd instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Give Us A Break Windows Ltd approval
Give Us A Break Windows Ltd shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price of the Goods has not been paid by the due date for payment The above warranty does not ex1endto parts materials or equipment not manufactured by Give Us A Break Windows Ltd in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as given by the manufacturer to Give Us A Break Windows Ltd
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on statements) order 1976) the statutory rights of the Customer are not affected by these conditions
Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with a specification shall (whether or not delivery is refused by the Customer) be notified to Give Us A Break Windows Ltd within Seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Customer does not notify Give Us A Break Windows Ltd accordingly the Customer shall not be entitled to reject the Goods and Give Us A Break Windows Ltd shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Give Us A Break Windows Ltd in
accordance with these Conditions Give Us A Break Windows Ltd shall be entitled to replace the Goods (or the part in question) free of charge or at Give Us A Break Windows Ltd sole discretion refund to the
Customer the price of the Goods (or a proportionate part of the price) but Give Us A Break Windows Ltd shall have no further liability to the Customer
Except in respect of death or personal injury caused by Give Us A Break Windows Ltd negligence Give Us A Break Windows Ltd shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty condition or any other term or any duty at common law or under the express terms of the Contract for any indirect special or consequential loss or damage (whether for
loss of profit or otherwise) costs expenses or other claims for compensation whatsoever (whether caused by the negligence of Give Us A Break Windows Ltd its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer and the entire liability of Give Us A Break Windows Ltd under or in connection with the Contract shall not exceed the price of the Goods except as expressly provided in these Conditions
Give Us A Break Windows Ltd shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Give Us A Break Windows Ltd
obligations in relation to the Goods if the delay or failure was due to any cause beyond Give Us A Break Windows Ltd reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Give Us A Break Windows Ltd reasonable control;
Act of God explosion flood tempest fire or accident
War or threat of war sabotage insurrection civil disturbance or requisition
Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority
Import or export regulations or embargoes
Strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Give Us A Break Windows Ltd or of a third party) Difficulties in obtaining raw materials, labour, fuel, parts or machinery
Power failure or breakdown of machinery
Insolvency of Customer
This clause applies if ;
The Customer makes any voluntary arrangements with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction)
An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer accordingly
The Customer ceases or threatens to cease to carry on business
Give Us A Break Windows Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
If this Clause applies then without prejudice to any other right or remedy available to Give Us A Break Windows Ltd then Give Us A Break Windows Ltd shall be entitled to cancel the Contract or suspend
any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
Jurisdiction
The Contract and these Conditions shall be governed by the laws of England and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts