1. Interpretation
   • In these Conditions:

‘Customer’ means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.

‘Goods’ means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with these conditions together with any packing or assembly carried out on the goods.

‘Company’ means 4 Seasons Glazing Ltd.

‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

2. Basis of the sale
   • The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company which is
     accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer

• No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company

• The Company employees or agents are not authorised to make any representations concerning the Goods and unless confirmed by the Com- pany in Writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

• Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

• Any typographical, clerical or other error or omission is any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

• The Company reserves the right to refuse any The Company at its discretion may require that any order be subject to credit clearance. The Company cannot accept any responsibility for delays resulting from credit enquiries or caused by an account being overdue for payment against credit items agreed.

3. Orders and Specifications
   • No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s

authorised representative.

• The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Goods within sufficient time to enable the
• Company to perform the Contract in accordance with its terms

• If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submit- ted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.

• The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

• No order which has been accepted by the Company may be cancelled by the Customer except with the Agreement in Writing of the Company and on terms that the Customer shall indemnify the Company 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 the Company as a result of cancellation.

• All drawings accompanying the Company’s quotation or contained in its catalogues must be regarded as approximate representations and are given for information purposes only and are not biding in details unless stated in the Company’s quotation or contract.

4. Price of the goods
   • The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.

• The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign ex- change fluctuation, currency regulation, alteration of duties, significant increase in the costs 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 the Company adequate information or instructions.

• The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the

5. Terms of payment
   • Where Goods are delivered or collected in the United Kingdom, payment will be strictly cash on delivery unless agreed otherwise in writing by a Director of the Company.

• Where Goods are delivered outside the United Kingdom, payment is by irrevocable letter of credit confirmed by a major UK bank or by such

other method as the company may specify, payment will (unless otherwise agreed) be made in sterling.

• If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company 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 the Company as the Company may think fit (notwithstanding any purported appropriation by the Customer); and

• charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of five per cent per annum above Bar- clays Bank plc 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).

6. Delivery
   • Where the Contract provides for a single delivery or where delivery is to be made in instalments such single delivery or each instalment delivery as the case may be will be delivered to and accepted by the customer immediately and the Company will tender the Goods for delivery in accord- ance with the Where contracts provide for deferred deliveries, all the deliveries shall (unless the Contract provides otherwise) be accepted within two months of the specified first delivery or availability date. The Company reserves the right to complete delivery at any point suitable for their vehicles within the main entrance of the site or building specified. A delivery charge of £50 plus VAT will be made where the order value is less than £1000 or delivery is required at a site address.

• For Export customers delivery of the Goods shall be CIP (Carriage and Insurance paid to) the Customer’s premises unless otherwise

• Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

• Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to delivery any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

• If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and the Company is accordingly liable 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 the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right of remedy available to the Company, the Company may:
  • Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
  • Sell the Goods at the best price readily obtainable 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.

7. Risk and property
   • Risk of damage to or loss of the Goods shall pass to the Customer:
     • At the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods
     • Where the Customer has accepted the responsibility for the carriage of the Goods, at the time the Goods leave the Company’ premises

• Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due

• Until such time as the property of the goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall

account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured

• Until such time as the property of the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company 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 ac- cepts that the Company shall not be responsible for any consequential loss or damage resulting from the removal of the Goods by the Company or damage to the Customer’s property

• 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 the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company forthwith become due and payable.

8. Warranties and liability
   • Subject to the conditions set our below the Company warrants that the Goods will correspond with their specification at the time of delivery and

will be free from defects in workmanship for a period of twelve months from the date of their delivery.

• The above warranty is given by the Company subject to the following conditions:

• the Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the
  Company’s approval;

8.2.3 The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer

shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

• Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the
  meaning of the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994) all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

• The Company shall not be liable for 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 specification unless the complaint is notified to the Company within 7 days from the date of delivery

• 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 the Company in accordance with these conditions, the Company shall be entitled to replace the Goods ( or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

• Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation what- soever (and whether caused by the negligence of the Company, 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, except as expressly provided in these Conditions

• The Company shall not be liable for any loss or damage whatever which may be occasioned by reason of the Goods supplied not conforming to the building regulations or any other statutory regulations, nor for any liability under the Health and Safety at Work Act 1974 to a use of the Goods that has not previously been notified by the Customer and approved by the Company in writing before such use

• The Company 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 the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reason- able control:

• Act of God, explosion, flood, tempest, fire or accident
• War or threat of war, sabotage, insurrection, civil disturbance or requisition
• 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, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party):
• Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
• Power failure or breakdown in machinery

• Where material or other property is supplied to the Company by or on behalf of the Customer (whether owned by the Customer or not) to be held by the Company for the purposes of this Contract the Company accepts no responsibility for loss of or damage to such material or property, nor for imperfect work caused by defects in or the unsuitability of any material or property so supplied.

9. Order Details
   • The Customer shall be responsible for ensuring that any information given on the order form is correct

• Where glass is not purchased from the Company, the glass sizes are given to the Customer entirely without obligation or liability

• Where a representative of the Company completes an order form, the Customer shall be responsible for ensuring that all information is correct

10. Insolvency of Customer
    • This clause applies if:
      • The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or

firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

• An encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Customer, or
• The Customer ceases, or threatens to cease, to carry on business; or
• The Company 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 the Company, the Company 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

11. General
    • 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

• If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the
  provisions of these Conditions and the remainder of the provision in question shall not be affected thereby

• These Conditions and any contract hereunder shall be governed by and construed under English Law and the Company and the Purchaser hereby submit to the non-exclusive jurisdiction of the English Courts.