Terms & Conditions of Sale

Terms and Conditions of Sale

All orders accepted by Roofglaze Ltd are subject to the following Conditions which shall prevail over all conditions specified by the Buyer.

1. Definitions

a. ‘Buyer’ means the person, company or legal entity on whose behalf the Order is placed.

b. ‘Contract’ means these Conditions together with the Confirmation of Order form and any

other terms agreed in writing signed by a duly authorised representative of the Seller.

c. ‘Conditions’ means these terms and conditions of sale.

d. ‘Confirmation of Order’ means the Confirmation of Order provided to the Buyer by the

Seller.

e. ‘Force Majeure Event’ means an event that is outside of the Seller’s control, as set out in

clause 22.

f. ‘General Assembly Drawings’ means the drawings as produced by the Seller and provided to

the Buyer before engineering drawings are produced and manufacture starts.

g. ‘Goods’ means the goods that are subject to the Contract, details of which are set out in the

Confirmation of Order form.

h. ‘Manufacture Completion’ means the date the Goods and/or Services have passed final quality control checks and are signed off as ready for dispatch.

i. ‘Operating and Maintenance Manuals’ means the operating and maintenance manuals

provided to the Buyer by the Seller with the Goods.

j. ‘Order’ means the order for the Goods and/or Services as accepted by the Seller.

k. ‘Quote’ means the quote for the Goods provided to the Buyer by the Seller.

l. ‘Seller’ means Roofglaze Ltd (Co No. 04163097).

m. ‘Services’ means the installation of the Goods at the address specified by the Buyer, as (and if)

required by the Buyer.

n. ‘Warranty’ means the document setting out the details of the warranty provided by the Seller

in respect of the Goods and/or Services sold under the Contract.

 

2. Limits of Contract

The Buyer’s Order is accepted by the Seller issuing a Confirmation of Order OR Proforma Invoice on the basis that these Conditions shall apply to the Contract between the Seller and the Buyer for the supply of the Goods and/or Services as detailed therein to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are or may be implied by trade, custom, practice or course of dealing.

 

3. Entire Agreement

Clause 3.1 applies to business customers only.

3.1 These Conditions and the documents referred to in it constitute the entire agreement

between the Seller and the Buyer and supersede any previous agreement between the Seller and

the Buyer. The Buyer acknowledges that it has not relied on any statement, promise,

representation, assurance or warranty made or given by or on behalf of the Seller which is not

set out or referred to herein.

3.2 We may revise these Conditions from time to time to reflect any changes in relevant laws,

regulatory requirements or changes in relation to the Goods and/or Services.

 

4. Order

4.1 The Seller will provide the Quote to the Buyer for the Goods and / or Services as required by

the Buyer, this does not constitute an offer to provide the Goods and / or Services (the “Quote”).

4.2 The Buyer must place an order based on the Seller’s Quote if provided. The Seller’s acceptance of the order will take place as described in clause 4.3. If the Seller is unable to supply the Buyer with the Goods and / or Services, the Seller will inform the Buyer of this and the Buyer will not process the order.

4.3 These Terms will only become binding on the Seller and the Buyer when the Seller issues a

Confirmation of Order or Proforma Invoice, which will set out the details of the Goods and / or Services to be provided, at which point a binding contract will come into existence between the Seller and the Buyer (the “Order”).

4.4 The Seller shall assign an order number to the Order and inform the Buyer of it on the

Confirmation of Order. The Order number should be quoted by the Buyer in all subsequent

correspondence with the Seller in relation to the Order.

 

5. Made-to-measure Goods

5.1 Where the Contract provides that the Seller is to manufacture and supply Goods in

accordance with the Buyer’s specifications, it shall be the sole responsibility of the Buyer to

provide the Seller with sufficient, complete and accurate information and drawings as are

required to enable the Seller to perform the Contract.

5.2 The Seller cannot accept the return of made-to-measure Goods if the reason for the return is

because the Buyer provided incorrect measurements.

5.3 The Seller shall not be liable for any defect in Goods arising from the Seller following the

Buyer’s specifications or arising out of any failure of the Buyer to provide such information and/or

Drawings whether in whole or in part.

5.4 If the Seller provides Services by designing the Goods for the Buyer, the Seller will own the copyright, design right and all other intellectual property rights in the Goods and any drafts, drawings or illustrations the Seller makes in connection with the Goods for the Buyer.

Clause 5.5 applies to business customers only.

5.5 The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and

losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and

all interest, penalties and legal and other reasonable professional costs and expenses) suffered or

incurred by the Seller in connection with any claim made against the Seller for actual or alleged

infringement of a third party’s intellectual property rights arising out of or in connection with the

Seller’s use of any specification supplied by the Buyer. This clause 5.5 shall survive termination or completion of the Contract.

Clause 5.6 applies to consumers only.

5.6 This clause 5 will not affect the Buyer’s legal rights as a consumer in relation to made-to-measure

Goods that are faulty or not as described. Advice about the legal rights of consumers is

available from a local Citizen’s Advice Bureau or Trading Standards office.

 

6. Goods and Specification

6.1 The Seller’s policy is one of continuous improvement, therefore it is entitled without

notice (save where the Seller is working to the Buyer’s specification set out in clause 5 above, in

which case the Seller will consult with the Buyer), to make changes in dimensions, materials and

design, which the Seller deems reasonable, desirable or appropriate provided such changes do not have a materially adverse effect on the nature of the Goods. The Seller reserves the right to amend the specification of the Goods if so required by any statutory or regulatory requirements or body. The Buyer shall have no cause of action in respect of any such change.

6.2 Notwithstanding any specifications the Buyer agrees with the Seller, the Goods are

manufactured to the descriptions, weights and dimensions as set out in the Quote, Confirmation

of Order form and the General Assembly Drawings where these are provided. It shall be the sole

responsibility of the Buyer to ensure that their structure is capable of withstanding all dead and

live loads that may be imposed  by the Goods or other structures of which the Goods form part and that any deflections in the supporting structure are within the allowed tolerances of the Goods  supplied.

6.3 The Seller shall not be under any liability in respect of any descriptions, images, specification

weights, illustrations, samples, drawings or dimensions or other matters in relation to the Goods

contained or referred to in any materials including, but not limited to, any website, forwarding specifications, drawings, price lists, catalogues, brochures, trade publications and advertising materials other than in the Contract itself. Whilst the Seller has made every effort to display any colour accurately, the Seller cannot guarantee that printed pictures accurately reflect the colour of

the Goods. Goods supplied under the Contract may vary slightly from those images. Such

images are for illustrative purposes only and they shall not form part of the Contract or have any

contractual force.

6.4 The Seller reserves the right to make all and any changes in the type, specification, size,

colour or any other changes to the Goods after the Order has been placed. However, the Buyer

acknowledges that once the specifications have been received by the Seller and the manufacture

of the Goods has started, alterations to the Goods if made may require changes to materials and design at additional cost to the Buyer. The Seller reserves the right to deem that the changes are impossible.

6.5 All sizes for the Goods are quoted in metric measurements. Imperial sizes will be translated

to the nearest metric equivalent measured to the nearest millimetre.

6.6 Our Flatglass product will be designed and manufactured on the understanding that dimensions

provided by the Buyer represent the overall external upstand sizes, including the roof weathering.

 

7. Use

7.1 Unless otherwise agreed in writing, all Goods supplied by the Seller are supplied on the basis

that they are not required for any special purpose other than the usual purpose for

Goods such as those ordered are supplied and the Buyer shall be deemed to have full knowledge of the nature and properties of the Goods and any hazards they involve.

7.2 Goods are supplied on the basis that they shall be used in normal conditions appropriate for

such Goods, shall be properly maintained, and without exception shall be used and maintained in accordance with provisions of the Operating and Maintenance Manual supplied by the Seller to the Buyer.

7.3 A standard paper copy of the Operating and Maintenance Manual shall be supplied to the

Buyer with the Goods. Further paper copies of the Operating and Maintenance Manuals are

available from the Seller’s head office at an additional charge. An electronic copy may also be

available from the Seller’s website.

7.4 It is the responsibility of the Buyer to ensure that the product ordered is appropriate for its

application and that its use complies with all current local and national legislation, building

regulations, standards, codes of practice and any other requirement.

 

8. Price

8.1 The price of available Goods and/or the Services will be set out in the Seller’s price list which is updated periodically. The Seller’s prices may change at any time, but price changes will

not affect Orders for which a Confirmation of Order has been issued.

8.2 Unless otherwise agreed (at the Seller’s discretion) when the Order is placed, the price

quoted for the Goods excludes delivery and installation. These costs will be itemised to the Buyer separately on both quotation and invoice. Delivery will be charged at such rates which the Seller (in its sole discretion) considers as fair and reasonable in respect of that delivery. Additional

charges may be incurred at rates current at the time of dispatch of the Goods if any special

delivery arrangements are required.

8.3 All prices are net cash prices exclusive of VAT or similar taxes, levies or duties, which will be

charged at the rate applicable at the tax point (assumed to be date of the invoice unless circumstances dictate otherwise). VAT will be charged at the standard rate unless documented proof of an alternative or zero rate entitlement is provided by the Buyer, at the time of placing the Order.

8.4 In the unlikely but possible event that, despite the Seller’s best efforts, some Goods are incorrectly priced, the Seller reserves the right to amend the price charged to the Buyer. Where the Goods’ correct price is less than the stated price, the Seller will charge the lower

amount when dispatching the Goods to the Buyer. If the Goods’ correct price is higher than the

price stated the Seller will contact the Buyer before despatching the Goods. If the pricing error is obvious and unmistakable and could have reasonably been recognised by the Buyer as a mispricing, the Seller does not have to provide the Goods at the incorrect (lower) price.

8.5 All prices are quoted on the understanding that the whole of the Goods quoted for will be

ordered and supplied, unless otherwise indicated in the Quotation supplied by the Seller.

8.6 Additional charges arise, if the urgency of an Order can only be met by additional labour, materials or carriage costs. If so the Buyer will be notified at the time of issuing the Confirmation of Order. Upon receipt of such notification the Buyer shall have the right to cancel the Order, so long as notice of such cancellation is received by the Seller within a reasonable time of the Buyer receiving the notification. If the Order if so cancelled by the Buyer, the Buyer shall nevertheless be responsible for paying the Seller for any work already undertaken.

8.7 No retention will be accepted against any order placed.

8.8 Main Contractors Discount, generally 2.5% unless otherwise agreed in writing, is a prompt payment discount for monies received within a 30 day period from date of invoice. Failure to pay monies within this 30 day period will negate any right to this discount.

8.9 Unless otherwise confirmed in writing or stated on our quotation the price does not include the cost of any cases or stillages used during transportation. These will remain the property of the Seller until collected. If loss or made unavailable for collection by the Buyer within 2 months of delivery the Seller reserves the right to charge these at cost to the Seller.

 

9. Payment

9.1. All payments shall be made at the invoice price and shall be made in accordance with the payment terms as set out in the Quote and the Confirmation of Order form. Unless otherwise specified all payments must be made in full prior to the dispatch of the Goods.

9.2. All payments shall be made in British Sterling, US Dollars, or Euros, as invoiced and shall not

be considered ‘paid’ until the funds have cleared.

9.3. All payments set out in these Conditions, unless otherwise specified, shall be made at the

invoice price without deduction and in accordance with clause 9.1

Clause 9.4 applies to business customers only.

9.4 Time for payment shall be of the essence of the Contract.

9.5 If the Buyer does not make any payment due to the Seller by the due date for payment, the

Seller may charge interest to the Buyer on the overdue amount at the rate of 3% a year above

the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily

basis from the due date until the date of actual payment of the overdue amount, whether before

or after judgment. The Buyer must pay the Seller interest together with any overdue amount. Monies received will be applied to interest first before outstanding balances and thereafter oldest outstanding balances will be paid first.

9.6 Any complaint relating to an invoice or item contained in an invoice must be notified by the

Buyer to the Seller in writing within seven working days of the date of the invoice.

 

10. Risk

10.1 The risk in the Goods shall pass to the Buyer upon delivery to the delivery address.

10.2 The Seller’s responsibility and liability for the Goods shall cease upon delivery.

10.3 Where it is agreed between the Buyer and the Seller that the Buyer shall arrange for the

Goods to be collected from the Seller’s premises, the risk in the Goods shall pass to the Buyer

upon collection. Unless otherwise agreed, the Seller shall load the Buyer’s collection vehicle but this shall be at the Buyer’s sole risk and the Seller shall have no

responsibility for any damage done to the Buyer’s collection vehicle. It is the Buyers responsibility

to use an appropriate vehicle for transportation of the Goods.

 

11. Delivery of the Goods

11.1 The Seller will contact the Buyer to inform them when their Goods will be ready for dispatch

(Dispatch Date) and to arrange a delivery or collection date, which will be within [5] days of the

Manufacture Completion. The Seller will arrange for delivery of the Goods to be made to the delivery

address on the delivery date in accordance with the written delivery instructions agreed

between the Seller and the Buyer or will have them ready for collection on any agreed collection

date.

11.2 Delivery of an Order shall be completed when the Seller delivers the Goods to the address

given by the Buyer or the Buyer or a carrier organised by the Buyer has loaded them at the Seller’s premises.

The Goods will be the Buyer’s responsibility from completion of delivery unless the Seller is also installing the Goods in which case the buyer will have responsibility from the date that the installation is completed.

11.3 Timescales for delivery and delivery charges will vary depending on the availability of the

Goods and the delivery address. Extra time must be allowed for international deliveries and

deliveries to the Scottish Highlands and Islands.

11.4 It will be the Buyer’s sole responsibility to make all necessary and appropriate arrangements, and pay all necessary costs, for the Goods to be removed from the delivery vehicle, including, but not limited to, where appropriate hiring any lifting equipment and closing the highway. Once removed from the delivery vehicle the Goods will be the sole responsibility and risk of the Buyer.

11.5 Occasionally the Seller’s delivery to the Buyer may be affected by a Force Majeure Event.

See clause 22 for the Seller’s responsibilities when this happens.

11.6 If no one is available at the delivery address to take delivery, the Seller will leave a note that the Goods have been returned to the Seller’s premises, in which case,  the Seller should be contacted to rearrange re-delivery. Please note charges will be incurred for any failed delivery attempts.

11.7 The Seller reserves the right to make a charge to the Buyer for the storage cost of all or any

part of the Goods if the Buyer requests that the delivery or collection of the Goods be delayed by

longer than 7 days from the Dispatch Date.

11.8 If, due to the Buyer the Goods cannot be collected or delivered within 7 days of the Dispatch

Date or, for whatever reason the Buyer is unable to accept delivery of the Goods or, if the Buyer

is collecting the Goods, the Buyer does not collect the Goods the Seller may, at its sole discretion,

store the Goods either at its premises or in external storage away from its premises until the time

of actual delivery and the Buyer shall pay to the Seller the cost of any such storage, as well as

any additional handling and transport costs. The Buyer acknowledges that the Seller has limited

storage capacity at its premises and therefore it may not be practical from a business perspective

for the Goods to be stored at its premises in which case the Seller may arrange for the Goods to

be stored with an external storage provider. The Buyer will be responsible for all costs charged by

such external storage provider to the Supplier in respect of the storage of the Goods. The

Conditions shall not affect any other rights the Seller may have to deal with any Goods

which the Buyer fails to take delivery of or fails to collect.

Clause 11.9 applies to business customers only.

11.9 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses

incurred by the Buyer in obtaining replacement goods of similar description and quality in the

cheapest market available, less the price of the Goods. Any dates quoted for delivery are

approximate only, and the time of delivery is not of the essence. The Seller shall have no liability

for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure

Event, the Buyer’s failure to provide the Seller with adequate delivery instructions for the Goods

or any relevant instruction related to the supply of the Goods.

Clauses 11.10, 11.11 and 11.12 apply to consumers only

11.10 Subject to clause 11.6, if the Seller misses the delivery deadline as agreed with the Buyer

in accordance with clause 11.1 for any Goods then the Buyer may cancel their Order straight

away or, the Buyer can give the Seller a new deadline for delivery, which must

be reasonable. The Buyer can cancel their Order if the Seller does not meet the new deadline.

11.12 If the Buyer does choose to cancel their Order for late delivery under clauses 11.10 or

clause 11.11, the Buyer can do so for just some of the Goods or all of them, unless splitting them

up would significantly reduce their value. If the Goods have been delivered to the Buyer, the

Buyer will have to return them to the Seller or allow the Seller to collect them, at the Seller’s cost. After the Buyer cancels their Order the Seller will refund any sums the

Buyer has paid to the Seller for the cancelled Goods and their delivery, subject to clause 5.

 

12. Services

12.1 The Seller will supply the Services to the Buyer in accordance with the specification and the

installation dates set out in the Confirmation of Order or as agreed between the parties.

12.2 The Seller will make every effort to complete the Services on time. However, there may be

delays due to Force Majeure Event. See clause 22 for the Seller’s responsibilities when a Force

Majeure Event occurs.

12.3 The Seller will need certain information from the Buyer that is essential in order to provide

the Services. The Seller will contact the Buyer about this. If the Buyer does not provide the information, or instead provides incomplete or incorrect information, the Seller may

make an additional charge of a reasonable sum to cover any extra work that is required, or the

Seller may suspend the Services by giving the Buyer written notice. The Seller will not be liable

for any delay or non-performance where the Buyer has not provided this information to the Seller

after being asked. If the Seller suspends the Services under this clause 12.3, the Buyer does not

have to pay for the Services while they are suspended, but this does not affect the Buyer’s

obligation to pay any invoices that have already been sent.

12.4 If the Buyer does not pay the Seller for the Services as provided for in the Confirmation of Order, the Seller may suspend the Services with immediate effect until the Buyer has paid the Seller the outstanding amounts (except where the Buyer disputes an invoice under clause 9.6). The Seller will contact the Buyer to advise them of this. This does not affect the Seller’s right to charge interest under clause 9.5.

12.5 Where the Contract between the Seller and the Buyer includes provision of the Services, the

quotation will assume that any equipment which may be required to be hired to assist with the

installation can be hired on the day of installation. An additional charge will be incurred by the

Buyer if a return visit and re-hire of equipment is required at a later date to complete the

installation. It is also assumed that where a product requires commissioning this can be carried

out on the day of installation. An additional charge will be incurred by the Buyer if a return visit is

required at a later date to complete the commissioning of the product.

12.6 Where the Contract between the Seller and the Buyer includes the installation of the Goods

by the Seller at the Buyer’s or a third party’s premises it will be the Buyer’s sole responsibility to

make all necessary arrangements, and pay all necessary costs, for the Goods to be removed from

the delivery vehicle, including, but not limited to, where appropriate hiring any lifting equipment

and closing the highway and for the Goods to be moved and/or lifted to the upstand ready for

installation. In certain roof configurations and where ‘wall abutment detail’ is specified it may be

necessary for the Buyer to arrange to support the roof light whilst the Seller’s installers make the

necessary fixings. The cost of this support is the responsibility of the Buyer.

12.7 The Seller reserves the right to make a reasonable charge to the Buyer in respect of each person per visit, plus reasonable travel expenses per person per visit, for any failed, aborted or

cancelled visit in circumstances where the Buyer or the third party is, in the Seller’s reasonable

opinion, deemed to be responsible for the Seller’s representative(s) having to withdraw from the

site without having completed the installation. The Seller reserves the right to make the same

charge to the Buyer for the cancellation of a scheduled visit where the Buyer or the third party

fails, in the Seller’s reasonable opinion, to give sufficient notification (at least two working days).

In addition, if the time taken for delivery or installation exceeds the period specified in the

Confirmation of Order, or such later written correspondence between the Buyer and Seller, and

such excess is, in the Seller’s reasonable opinion, deemed to be the responsibility of the Buyer,

the Seller reserves the right to make a reasonable charge in respect of such excess time.

12.8 Where the sale includes installation by the Seller’s staff it is the responsibility of the Buyer to

ensure the Health and Safety of those staff whilst on the Buyer’s premises. For example, Roofglaze staff are trained to work at heights and carry harnesses but the provision of a safety line and/or edge protection is the responsibility of the Buyer. Roofglaze staff will complete a local risk assessment and reserve the right to discontinue the work if undue risk is identified. Weather conditions, high winds, heavy rain or icy conditions are contributing factors to undue risk when working at height.

12.9 Where it is agreed between the Buyer and the Seller that the Seller will provide a

Performance Bond / Advance Payment Guarantee Bond under the terms and conditions of the

Contract, then where the completion / commissioning of the Goods is delayed by more than 30

days after completion of the installation works, and this delay is caused by the Buyer, then the

contract will be deemed to have been completed satisfactorily with regard to the matter of the

Performance Bond / Advance Payment Guarantee Bond and therefore the Performance Bond /

Advance Payment Guarantee Bond will then be cancelled and the Buyer will have no further

claims in this regard.

Clauses 12.10, 12.11 and 12.12 apply to consumers only.

12.10 The Seller may have to suspend the Services if they have to deal with technical problems,

or to make improvements agreed in writing between the Seller and the Buyer relating to the Services. The Seller will contact the Buyer in advance where this occurs, unless the problem is urgent. The Buyer does not have to pay for the Services while they are suspended under this clause 12.12 but this does not affect the Buyer’s obligation to pay any invoices that have already been sent.

12.11 In the unlikely event that there is any defect with the Services:

12.11.1 the Buyer must contact the Seller as soon as reasonably possible;

12.11.2 the Buyer will give the Seller a reasonable opportunity or opportunities if appropriate to repair or fix any defect; and

12.11.3 the Seller will use every effort to repair or fix the defect as soon as reasonably practicable

and, in any event, within 28 days, save that the Seller’s ability to repair or fix any defect may be

dictated by the lead time of any replacement specialist glass, and therefore in these

circumstances the Seller may not be able to meet this timeframe but will endeavour to repair or

fix any defect as soon as reasonably practicable on receipt of such replacement glass. The Buyer

will not have to pay for the Seller to repair or fix a defect with the Services under this clause

12.11

12.12 As a consumer, the Buyer has legal rights in relation to Services not carried out with

reasonable skill and care, or if the materials the Seller uses are faulty or not as described (provided they have not been supplied by the Buyer). Advice

about the legal rights of consumers is available from a local Citizens’ Advice Bureau or Trading

Standards office. Nothing in these Terms will affect these legal rights.

Clauses 12.13, 12.14 and 12.15 apply to business customers only.

12.13 The Seller shall use all reasonable endeavours to meet any performance dates for the

Services specified in the Confirmation of Order or as agreed between the parties, but any such

dates shall be estimates only and time shall not be of the essence for the Seller’s performance of the

Services.

12.14 The Seller shall have the right to make any changes to the Services which are necessary to

comply with any applicable law or safety requirement, or which do not materially affect the

nature or quality of the Services, and the Seller shall notify the Buyer in any such event.

12.15 The Seller warrants to the Buyer that the Services will be provided using reasonable care

and skill.

 

13. Obligations of the Buyer

13.1 The Buyer shall:

13.1.1 ensure that the upstands are constructed within the permissible tolerances for overall

length, width, height and level as defined by the Seller within the Seller’s literature, which is

available on request from the Seller’s head office;

13.1.2 provide the external weathered dimensions of the upstand or other applicable dimensions

to the Seller. In the case that a site audit by the Seller’s staff is agreed between the Buyer and

 

Seller, dimensions taken by the Seller’s staff will only be accepted once approved in writing as ‘correct for manufacture to commence’ by the Buyer;

13.1.3 ensure that the terms of the Order and (if submitted by the Buyer) the specification for

the Goods are complete and accurate;

13.1.4 co-operate with the Seller in all matters relating to the Services;

13.1.5 provide the Seller, its employees, agents, consultants and subcontractors, with access to

the Buyer’s premises and/or delivery premises, office accommodation and other facilities as reasonably required by the Seller to provide the Services;

13.1.6 provide the Seller with such information and materials as the Seller may reasonably

require to supply the Services, and ensure that such information is accurate in all material

respects;

13.1.7 prepare the Buyer’s premises and/or the delivery premises and site of the installation for the supply of the Services in accordance with the Seller’s requirements as notified to the Buyer by the Seller prior to delivery;

13.1.8 obtain and maintain all necessary licences, permissions and consents which may be

required for the Services before the date on which the Services are to start; and

13.1.9 keep and maintain all materials, equipment, documents and other property of the Seller

(the “Seller Materials”) at the Buyer’s premises and/or delivery premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.

Clause 13.2 applies to business customers only.

13.2 If the Seller’s performance of any of its obligations in respect of the Services is prevented or

delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant

obligation (“Buyer Default”):

13.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend

performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer

Default to relieve it from the performance of any of its obligations to the extent the Buyer Default

prevents or delays the Seller’s performance of any of its obligations;

13.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer

arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as

set out in this clause 13.2; and

13.2.3 the Buyer shall reimburse the Seller on written demand for any costs or losses sustained

or incurred by the Seller arising directly or indirectly from the Buyer Default.

 

14. Time and Date of Delivery

The Seller will use reasonable endeavours to keep to any agreed delivery date, which is quoted

on the basis of existing commitments. All such times are to be treated as estimates only and the

Seller shall not be liable for any delay in delivery or, where the same is caused by lack of

instructions from the Buyer, any failure to deliver.

 

15. Damage and/or Loss In Transit

15.1. Upon delivery the Buyer shall be responsible for examining the Goods before signing for

them. Subject to clauses 15.2 and 16.3, the Buyer shall not be entitled to reject or return the

Goods or to make any claim in respect of the Goods if the Buyer has previously signed for them

as accepted.

Clause 15.2 applies to business customers only.

15.2. The Seller shall not be liable for any loss or damage of the Goods during transit unless the

Goods are signed for as damaged and all claims for damages to (or loss of) the Goods, or any

part thereof, in transit are submitted in writing to the carrier and the Seller during the next

working day following the day of delivery. All claims for non-delivery of any part of any Order must be submitted in writing to the carrier and to the Seller before close of business on the day following the date of delivery. In the absence of notification of such claims within such periods, the Goods shall be deemed to have been delivered in accordance with the Order.

 

16. Defective Goods

Clause 16.1 applies to consumers only

16.1 The Buyer has legal rights in relation to Goods that are faulty or not as described. The Seller

is under a legal duty to supply Goods that are of satisfactory quality, fit for purpose and as described in this contract. Advice about consumer legal rights is available from a local Citizens’ Advice Bureau or Trading Standards office.  Nothing in these Terms will affect these legal rights.

16.2 The Seller warrants that upon delivery, and for a period of 12 months from the date of

delivery, the Goods conform to their description, are free from material defects in design,

material and workmanship, are of satisfactory quality and fit for the purpose described in the

Confirmation of Order. The Buyer should inspect the Goods as soon as possible after delivery

and take care to protect them from deterioration whilst awaiting use.

16.3 The Seller will make good by repair or by the supply of a replacement component any

defects which under proper use of the Goods appear to be a result of the Seller’s manufacture of

the Goods provided that the Buyer notifies the Seller of any material defect within 12 months

after the date of delivery, retains the Goods for inspection and provided that the defect does not

arise from any of the following:

16.3.1 fair wear and tear;

16.3.2 wilful damage, abnormal storage or working conditions, accident, negligence by the Buyer

or by any third party;

16.3.3 the Buyer failing to operate or use the Goods in accordance with the user instructions;

16.3.4 any alteration or repair by the Buyer or by a third party who is not one of the Seller’s

authorised repairers; and

16.3.5 any specification or materials provided by the Buyer.

16.4 In addition, the Seller provides an extended warranty in relation to the Goods, subject to the

terms and conditions of the Warranty document which has been provided by the Seller to the

Buyer. Claims will be permitted provided:

16.4.1 proper use has been made of the Goods in accordance with the user instructions;

16.4.2 the Buyer notifies the Seller within the period of Warranty cover;

16.4.3 the Goods are retained for inspection;

16.4.4 no repair or attempted repair has been made to the Goods;

16.4.5 if the Buyer is no longer the owner of the Goods the Seller has been notified of the new

owner in accordance with the terms of the Warranty document.

16.5 The provisions of clause 16.3 cover the free of charge repair or replacement of any

component deemed defective which is as a result of the Seller’s manufacture of the Goods. The

Seller will meet all travel costs of its technicians relating to travel within mainland United

Kingdom. However, all reasonable travel costs incurred by the Seller’s technicians relating to

travel to and from any destination where the Goods are located outside of mainland United

Kingdom (including all reasonable accommodation and sustenance expenses properly and

necessarily incurred by the Seller’s technician) will be borne in full by the Buyer.

16.6 The quality of any glass supplied by the Seller shall be inspected and deemed to be

acceptable in accordance with the ‘Quality of Vision – Double Glazing’ document published by the

Glass and Glazing Federation (GGF) and the Seller’s own quality standard. Copies of either

document are available by request from the Seller’s head office.

 

17. Title

The legal title of the Goods shall not pass to the Buyer until payment in full has been made to the

Seller of all sums due under the Contract

 

18. Cancellation

Clause 18.1 applies to business customers only.

18.1 The Buyer shall have the right to cancel the Order at any time by providing the Seller with

written notice. Upon cancellation, the Seller reserves the right to make a minimum cancellation charge of £50 and the Buyer shall be responsible for reimbursing the Seller for all costs which the Seller has incurred in relation to the Order.

Clauses 18.2 to 18.5 apply to consumers only.

18.2 Before the Seller begins to provide the Services or the Goods are delivered, the Buyer has

the following rights to cancel an Order for Goods (other than made-to-measure Goods as set out

in clause 18.3) and / or Services, including where the Buyer chooses to cancel because the Seller

is affected by a Force Majeure Event or the Seller changes these Terms under clause 3.2 to the

Buyer’s material disadvantage:

18.2.1 unless the Goods are made to measure (see 18.3) the Buyer may cancel any Order for Goods and / or Services at any time within 14

calendar days of receiving the Goods by contacting the Seller. The Seller will confirm the

cancellation to the Buyer in writing;

18.2.2 if the Buyer cancels an Order under clause 18.2.1 and the Buyer has made any payment in

advance for Services that have not been provided, or Goods that have not been delivered, the

Seller will refund these amounts and any delivery charges to the Buyer;

18.2.3 however, if the Buyer cancels an Order for Services under clause 18.2.1 and the Seller has

already started work on the Buyer’s Order by that time, the Buyer will pay the Seller any costs

reasonably incurred up to the date of receiving the notice of cancellation, and this charge will be deducted from any refund that is due to the Buyer or, if no refund is due, invoiced to the Buyer. The Seller will advise the Buyer of such costs when the Buyer contacts the Seller. However, where the Buyer has cancelled an Order because of the Seller’s failure to comply with these Terms (except where the Seller has been affected by a Force Majeure Event), the Buyer does not have to make any payment to the Seller;

18.2.4 if the Buyer cancels an Order for Goods under clause 18.2.1 and the Seller has already

despatched the Goods, the Seller will not be able to cancel the Order until it is delivered or

collected. In this case, if the Buyer returns the Goods to the Seller, the Seller will have to charge

the Buyer the cost of collection or the Buyer will have to pay the cost of returning the Goods back

to the Seller. This will not affect the Buyer’s refund for the Goods themselves, but the Seller will

not refund any charges for delivery and any charge for collection will be deducted from the

refund that is due to the Buyer.

18.2.5  These rights are conferred in addition to those rights to which the Buyer is entitled pursuant to the Consumer Rights Act 2015.

18.3 Made-to-measure Goods are made to the Buyer’s requirements, the

Buyer will not be able to cancel the Order once made (but this will not affect the Buyer’s legal

rights as a consumer in relation to made-to-measure Goods that are faulty or not as described)

for such Goods.

18.4 Once the Seller has begun to provide the Services to the Buyer, the Buyer may cancel the

contract for the Services at any time by providing the Seller with at least 30 calendar days’ notice

in writing. Any advance payment the Buyer has made for Services that have not been provided

will be refunded.

18.5 Once the Seller has begun to provide the Services to the Buyer, the Buyer may cancel the

contract for Services with immediate effect by giving the Seller written notice if:

18.5.1 the Seller breaks the Contract in any material way and the Buyer does not wish the Seller to correct or fix The situation within 14 days of the Buyer asking the Seller to do so;

18.5.2 the Seller goes into liquidation or a receiver or an administrator is appointed over their

assets;

18.5.3 the Seller changes these Conditions under clause 3.2 to the Buyer’s material disadvantage;

or

18.5.4 the Seller is affected by a Force Majeure Event.

18.6 The Seller may have to cancel an Order before the start date for the Services or before the

Goods are delivered, due to a Force Majeure Event or the unavailability of stock or (in the case of

Services) key personnel or key materials without which the Seller cannot provide the Services. If

this happens:

18.6.1 the Seller will promptly contact the Buyer to let them know;

18.6.2 if the Buyer has made any payment in advance for Services that have not been provided,

or Goods that have not been delivered, the Seller will refund these amounts to the Buyer;

18.6.3 where the Seller has already started work on the Buyer’s Order for Services or made-to-measure Goods, the Seller will not charge the Buyer anything and the Buyer will not have to

make any payment to the Seller.

18.7 Once the Seller has begun to provide the Services to the Buyer, the Seller may cancel the

contract for the Services at any time by providing the Buyer with at least 30 calendar days’ notice

in writing. If the Buyer has made any payment in advance for Services that have not been

provided, the Seller will refund these amounts to the Buyer.

18.8 The Seller may cancel the contract for Services at any time with immediate effect by giving

the Buyer written notice if:

18.8.1 the Buyer does not pay the Seller when they are supposed to as set out in clause 9.1. This

does not affect the Seller’s right to charge the Buyer interest under clause 9.5; or

18.8.2 the Buyer breaks the contract in any other material way and the Buyer does not correct or

fix the situation within 14 days of the Seller asking the Buyer to do so in writing.

 

19. Limitation of Liability

19.1. No provision of these Conditions shall operate or be construed to operate so as to exclude

or restrict the Seller’s liability under the provisions of any UK legislation in force from time to time

which are not capable of being excluded or restricted.

Clauses 19.2 and 19.3 apply to consumers only.

19.2. The Seller accepts no liability for any costs, expenses, loss or damage, including any loss

(including consequential loss) or damage whether direct or indirect however incurred by the

Buyer save as provided in these Conditions, and provided that nothing in these Conditions shall

restrict or exclude liability for the following:

19.2.1 death or personal injury caused by the Seller’s negligence;

19.2.2 the statutory rights of any person dealing as a consumer;

19.2.3 fraud or fraudulent misrepresentation;

19.2.4 breach of the terms implied by section 17 of the Consumer Rights Act 2015

(Sellers right to supply the Goods);

19.2.5 breach of the terms implied by sections 9, 10 11, 13, 16 and 18 of the consumer Rights Act 2015 (quality, description, fit for purpose, matching sample and conforming to digital content); and

19.2.6 defective products under the Consumer Protection Act 1987.

19.3. The Seller only supplies the Goods and / or Services to consumers for domestic and private

use. The Buyer agrees not to use the Goods and / or Services for any commercial, business or resale

purpose, and the Seller has no liability to the Buyer for any loss of profit, loss of business,

business interruption, or loss of business opportunity.

Clause 19.4, 19.5 and 19.6 apply to business customers only.

19.4 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

19.4.1 death or personal injury caused by its negligence, or the negligence of its employees,

agents or subcontractors;

19.4.2 fraud or fraudulent misrepresentation;

19.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982

(title and quiet possession);

19.4.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet

possession); or

19.4.5 defective products under the Consumer Protection Act 1987.

19.5 Subject to clause 19.4 the Seller shall under no circumstances whatever be liable to the

Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for

any:

19.5.1 loss of profit,

19.5.2 loss of revenue;

19.5.3 loss of business; or

19.5.4 loss of anticipated savings

19.5.5 loss of reputation

In each case whether direct or indirect or for any indirect, special or consequential loss or

damage arising under or in connection with the Contract.

19.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied

by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent

permitted by law, excluded from the Contract.

19.7 Save as otherwise required by UK legislation and subject to clause 19.8, the Seller’s total

liability for any loss, damages, costs or expenses in connection with the Contract, whether in

contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no

circumstances exceed an amount equal to £1 million, being the amount of product liability

insurance carried by the Seller.

19.8 Save as otherwise required by UK legislation, the Seller’s total liability for any loss, damages,

costs or expenses in connection with the Contract, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount

equal to £1 million, being the amount of professional indemnity insurance carried by the Seller.

19.9. Any claim for costs due to non-performance or errors by the Seller must be notified in

writing and have been received by the Seller’s head office within seven days of the delivery of the

Goods.

19.11 This clause 19 shall survive termination of the Contract.

Clause 20 applies to business customers only.

 

20. Buyers Indemnities

20.1. In addition to any other remedy available to the Seller, the Buyer shall indemnify, defend

and hold harmless the Seller from and against any and all losses, liabilities, expenses or damages

suffered by the Seller as a result of any failure by the Buyer to perform any of these Conditions.

20.2. In addition to any other remedy available to the Seller, the Buyer shall indemnify, defend

and hold harmless the Seller from and against each and every liability, claim, demand, loss, cost

and damage from a third party to which the Seller is or would be otherwise subject to arising out

of the supply of the Goods by the Seller to the Buyer.

20.3. The indemnities hereby given shall extend to any costs and expenses incurred by the Seller

and shall continue in force notwithstanding the termination of the Contract.

 

21. Suspension or Termination or Breach

21.1 Without limiting its other rights or remedies either party may terminate the Contract by

giving the other party not less than 1 months’ written notice.

21.2 Without limiting its other rights or remedies, each party may terminate the Contract with

immediate effect by giving written notice to the other party if:

21.2.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to

pay its debts as they fall due or admit inability to pay its debts or (being a company or limited

liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the

Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having

no reasonable prospect of so doing, in either case, within the meaning of section 268 of the

Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing

apply;

21.2.2 the other party commences negotiations with all or any class of its creditors with a view to

rescheduling any of its debts, or makes a proposal for or enters into any compromise or

arrangement with its creditors other than (where a company) for the sole purpose of a scheme

for a solvent amalgamation of that other party with one or more other companies or the solvent

reconstruction of that other party;

21.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in

connection with the winding up of the other party (being a company) other than for the sole

purpose of a scheme for a solvent amalgamation of the other party with one or more other

companies or the solvent reconstruction of that other party;

21.2.4 the other party (being an individual) is the subject of a bankruptcy petition or order;

21.2.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or sued against,

the whole or any part of its assets and such attachment or process is not discharged within 14

days;

21.2.6 an application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if an administrator

is appointed over the other party (being a company);

21.2.7 the holder of a qualifying charge over the assets of the other party (being a company) has

become entitled to appoint or has appointed an administrative receiver;

21.2.8 if the Buyer suffers execution or distress to be levied upon any of the Buyer’s property or at the delivery address in relation to any liability of the Buyer;

21.2.9 the Buyer be the subject of an adverse credit status report by the Seller’s bank or a

reputable credit status organisation;

21.2.10 a person becomes entitled to appoint a receiver over the assets of the other party or a

receiver is appointed over the assets of the other party;

21.2.11 any event occurs, or proceeding is taken, with respect to the other party in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of the events

mentioned in clause 21.2.2 to clause 21.2.11 (inclusive);

21.2.12 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on,

all or substantially the whole of its business;

21.2.13 the other party’s financial position deteriorates to such an extent that in the Seller’s

Opinion (acting reasonably) the Buyer’s capability to adequately fulfil its obligations under the Contract has been

placed in jeopardy; or

21.2.14 the other party (being an individual) dies or, by reason of illness or incapacity (whether

mental or physical), is incapable of managing his own affairs or becomes a patient under any

mental health legislation.

21.3 Without limiting its other rights or remedies, the Seller may suspend the supply of Services

or all further deliveries of Goods under the Contract or any other contract between the Buyer and

the Seller if the Buyer fails to pay any amount due under this Contract on the due date for

payment, the Buyer becomes subject to any of the events listed in clause 21.2.1 to clause

21.2.14, or the Supplier reasonably believes that the Customer is about to become subject to any

of them.

Clause 21.4 applies to business customers only.

21.4 On termination of the Contract for any reason:

21.4.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices

and interest and, in respect of Services supplied but for which no invoice has yet been submitted,

the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;

21.4.2 the Buyer shall return all of the Seller Materials and any Goods which have not been fully

paid for. If the Buyer fails to do so, then the Seller may enter the Buyer’s premises and/or delivery address and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

21.4.3 the accrued rights and remedies of the parties as at termination shall not be affected,

including the right to claim damages in respect of any breach of the Contract which existed at or

before the date of termination or expiry; and

21.4.4 clauses which expressly or by implication have effect after termination shall continue in full

force and effect.

 

22. Force Majeure Events

22.1 The Seller will not be liable or responsible for any failure to perform, or delay in performance

of, any of the Seller’s obligations under the Contract that is caused by a Force Majeure Event.

22.2 A Force Majeure Event means any act or event beyond the Seller’s reasonable control,

including without limitation strikes, lock-outs or other industrial action by third parties, civil

commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or

not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence,

epidemic or other natural disaster, or failure of public or private telecommunications networks.

22.3 If a Force Majeure Event takes place that affects the performance of the Seller’s obligations

under these Terms:

22.3.1 the Seller will contact the Buyer as soon as reasonably possible to notify them of the

existence of the Force Majeure Event; and

22.3.2 the Seller’s obligations under the Contract will be suspended and the time for performance

of the Seller’s obligations will be extended for the duration of the Force Majeure Event. Where the

Force Majeure Event affects the Seller’s delivery of Goods to the Buyer, the Seller will arrange a

new delivery date with the Buyer after the Force Majeure Event is over. Where the Force Majeure

Event affects the Seller’s performance of Services to the Buyer, the Seller will restart the Services

as soon as reasonably possible after the Force Majeure Event is over.

22.4 The Buyer may cancel the contract if a Force Majeure Event takes place and the Buyer no

longer wishes the Seller to provide the Goods and / or Services as per the cancellation rights set

out in clause 18. The Seller will only cancel the contract if the Force Majeure Event continues for

longer than 4 weeks in accordance with the Seller’s cancellation rights in clause 18.

 

23. General

23.1. No failure by the Seller to exercise or delay in exercising any right, power or remedy under

these Conditions will operate as a waiver of that right, power or remedy. Any waiver of a breach

of any terms of these Conditions does not constitute a waiver of any other breach and shall not

affect the other terms of these Conditions.

23.2. The Seller shall not be under any liability for any failure to perform any of the Seller’s

obligations under these Conditions if the Seller is prevented from or delayed in so doing due to

any circumstances beyond the Seller’s reasonable control, provided that if the event in question

continues for a continuous period in excess of 4 months, either party shall be entitled to give

notice in writing to the other to terminate the Contract.

23.3. No variation to these Conditions shall be valid unless in writing and signed by authorised

representatives of both parties.

23.4.1 The Buyer may not assign any rights and obligations under these Conditions without the

prior written consent of the Seller.

23.4.2 The Seller may assign any rights and obligations under these Conditions without the

prior written consent of the Buyer.

23.5. The laws of England shall govern the validity, construction and performance of this contract

and the Buyer agrees to submit to the jurisdiction of the English Court.

23.6. The Seller’s quotation is without engagement on its part and is subject to written

confirmation by the Seller of its acceptance of the Buyer’s order. Quotations are subject to

withdrawal at any time before the Seller’s written confirmation of acceptance is given to the

Buyer and shall be deemed to be withdrawn unless so accepted within 3 months from their date.

 

24. Condensation              

The formation of condensation on the inner skin or between each glazing skin of a rooflight is dependent on numerous environmental conditions such as humidity, internal and external ambient temperature and/or natural/mechanical air movement. Condensation will occur where a surface at a lower temperature than the

surrounding air interfaces with high humidity conditions. Condensation will therefore be worse during the winter months where temperatures drop and air humidity through rainfall substantially increases.

If the humidity if the air at source (i.e. inside the building) cannot be reduced or removed by addressing the moisture producing events, then the risk of condensation forming on/in the unit will increase substantially.

The formation of condensation may therefore form with there being no design fault whatsoever in the rooflight and/or the moisture developing activity decreases.

The Seller does not give any guarantee on the non-occurrence of condensation on any of its products.