1 Application of these Conditions
1.1 We intend to rely upon the Conditions set out in this document to supply the Goods and/or Services described in the Order Form which has been signed by you. If you request any changes to these Conditions and we agree to make them, we will record such changes in writing and send you a copy. This Contract will be concluded and become legally binding only when it has been signed by the named person(s) printed at the top of the Purchase Agreement, herein referred to as (Order Form).
2 Quotations and Orders
2.1 Any quotation given by us is valid for 30 days from its date. However, we reserve the right to vary the Price at any time prior to confirmation of the order to take account of any delivery costs, other variations in specification, changes in exchange rate.
2.2 It is your responsibility to ensure the accuracy of the description of the Goods and Services set out on the Order Form and to inform us of any amendments required to the Order Form. We shall be entitled to refuse to make
2.3 No Order Form shall be accepted until final measurements and other specifications have been provided by you. We will not be held responsible for any measurements provided by you or your advisers or agents.
2.4 We reserve the right to make minor or technical changes to the Goods or Services which are unavoidable deviations from the original specification.
2.5 If the supply of Goods or Services is interrupted or delayed by you we reserve the right to increase the Price to reflect any additional time our fitters are engaged in providing the Services, Goods may be stored or any changes to the specification provided in the Order Form.
2.6 The Price includes delivery to the site specified in the Order Form.
3 Survey and Installation
3.1 If we decide to survey your property this will be done at our sole expense and we will carry out the survey for the proposed work within 14 days of you signing this Contract at a mutually agreeable time.
3.2 Any survey we carry out shall not be a full structural survey of your property and will relate only to the installation of the Goods and to items which can be reasonably established from a non-destructive examination. The Price is calculated on the assumption that your property is structurally sound and that there are no factors that would make our performance of the Contract more difficult than might reasonably be anticipated at the time you signed the Contract. If you are in any doubt about the condition of your property you are advised to obtain your own independent survey. We reserve the right to remove, render, plaster, architraves, beading and linings at time of survey in order to establish correct manufacturing dimensions. Any damage will be made good upon installation.
3.3 If our surveyor reports technical problems that make the manufacture or satisfactory installation of the Goods materially more difficult or more costly than we could reasonably have anticipated at the date of the Contract we will inform you of such technical problems as soon as reasonably practicable following the survey. In such circumstances we reserve the right to cancel the Contract or to increase the Price by giving you notice in writing to reflect our additional costs or additional work required. If we give you a notice increasing the Price you have the right to cancel the Contract within 14 days of receiving such notice. If we or you cancel the Contract in accordance with this clause 3.3 the Deposit will be returned to you, and we will have no further liability to you, nor you to us.
3.4 If any technical problems within your property are discovered at the time of installation of the Goods which were not nor could reasonably have been found during our survey of your property, we reserve the right to increase the Price to cover any additional work required as a result by giving you notice in writing. Such notice will include an explanation of the need for the increase in the Price. If we give you notice increasing the Price under this clause 3.4 you have the right to cancel the Contract but you will have to pay us for any Services already performed and any Goods that have already been installed or manufactured in readiness for installation pursuant to the Contract and you will be obliged to take delivery of those Goods at your property. We will be entitled to retain the Deposit by way of payment or part-payment as the case may be of any amount due from you to us.
4 Cancellation of the Contract
4.1 You may cancel the Contract by giving us written notice no later than 7 days after the date on which it was concluded. If you cancel the Contract in this way we will return your Deposit to you.
4.2 If you do not exercise your right to cancel under clause 4.1 above, you have no right to cancel the Contract under this clause 4 unless we agree to cancel the Contract at your request in which case you must pay any reasonable losses and costs we suffer because of your cancellation, including (without limitation) any manufacturing costs and any loss of profit and we will be entitled to retain part or all of your Deposit to cover any such losses and costs.
4.3 If the Goods or Services are sold or provided in phases, each phase shall be a separate contract and no cancellation or termination of any other contract relating to a phase shall entitle you to repudiate or cancel this Contract or any other contract relating to another phase.
5 Price and Payment
5.1 The price payable (Price) and the dates on which payments are due are shown on the Order Form and DO NOT include the cost of any scaffolding necessary to provide the Services. You will have to pay these costs in addition to the Price as set out in clause 6.6 below.
5.2 Unless stated otherwise on the Order Form, the Price takes into account any discount, rebate or offers. You will not be entitled to any reduction in Price if we make any promotional offers on Goods and Services after the date of the Order Form.
5.3 Unless expressly stated otherwise on the Order Form payment of the balance of the Price is due immediately on completion of installation of the Goods and should be made to our fitters. If you are unable to be present at completion of the installation, you will ensure that the balance of the Price is paid to the fitters upon their arrival at your property. If, with your agreement, the Goods are installed in phases, payment for each phase is due on completion of that phase.
5.4 Payment must be made by BACS, cheque or credit card (Visa or Mastercard only). For security reasons, credit card payments must be telephoned to our accounts department. Cheques should be made payable to “Enhabit Limited”.
5.5 We do not accept payments in cash.
5.6 If you fail to pay any sum owed to us under the Contract by the date it falls due then without limiting any other right or remedy available to us, we may:-
5.6.1 cancel the Contract or suspend any further deliveries of Goods or the provision of Services to you, but such cancellation or suspension shall not obviate your obligation to make payment under the Contract;
5.6.2 use any payment made by you for any goods or services supplied under any other contract between you and us either towards a payment due under this Contract or otherwise towards any other debt owed by you to us as we see fit; and charge you interest on such outstanding sum from the due date for payment at the annual rate of 4% above the base lending rate of NatWest Bank plc, accruing on a daily basis until payment in full is made, whether before or after any judgement.
6 Delivery of Goods and Preparation for Installation
6.1 We will use all reasonable efforts to meet delivery dates we set out on the Contract but any such dates and times are intended to be estimates only. Time shall not be of the essence of any contract between us.
6.2 We will not be liable for any loss or damage resulting from a delay in the delivery of the Goods in circumstances outside of our reasonable control, such as material availability, transportation delays etc.; or the loss or damage results from a breach by you of any term of the Contract.
6.3 Delivery shall be made using the method of delivery and unloading agreed in the Order Form. You shall have no right to refuse delivery on account of any delays. There must be a person present at the time specified by us to accept delivery,
6.4 Shortages and damages on delivery must be notified in writing within 24 hours of receipt.
6.5 We reserve the right to make delivery by instalments and to tender a separate invoice in respect of each instalment, provided that such delivery is notified to you in writing at least 5 days prior to delivery.
6.6 Should you postpone delivery, should delivery instructions be delayed or should we be unable to deliver for any reason, you will be liable to us for the reasonable costs of any such storage.
6.7 Without prejudice to any other rights we may have in respect of any failure by you to accept delivery, if delivery is delayed for a period in excess of 10 days past the agreed delivery date, then we shall be entitled to invoice the full amount of the Goods and or Services and you will be liable to pay such invoiced amount on the due date. Thereafter we will be entitled, but not obliged to deliver the Goods to you or to notify you of our intention to dispose of the Goods at the best price reasonable obtainable in the market and remit the proceeds of sale to you.
6.8 If you engage us to provide installation services (Services), you will be responsible at your own expense for the removal, replacement (and/or alteration if required) of any fixtures and fittings or other items that we require to be moved in order to install the Goods and supply the Services including but not limited to curtains, shutters, grills, blinds, pelmets, and soft furnishings, the lifting and refitting of carpets, the repositioning of telephone or burglar alarm fittings and any other electrical connections, aerials, gas or water installations. If for whatever reason you do not comply with your obligations under this clause 6.4 we reserve the right to postpone or suspend the supply of the Services until you have done so.
6.7 By signing the Contract for Services you authorise our fitters to move items under clause 6.4 at your risk. If our fitters move any such items this may result in an increase in the Price to cover our additional time spent in doing so. We will notify you of any such increase before our fitters move any such items unless it is impractical to do so without delaying the supply the Services, in which case any such increase will not exceed 3% of the Price. If our fitters move any of your items under clause 6.4 they will use reasonable care and skill while doing so.
6.6 If scaffolding is required for the installation of the Goods, we will inform you either at the time you sign the Order Form or as soon as practicable following any survey carried out under clause 3 above. You will be required to meet the cost of the scaffolding unless we otherwise expressly agree in writing.
7 Risk, Title and Insurance
7.1 Risk of damage to or loss of the Goods shall pass to you at the time of despatch of the Goods. It is your responsibility to insure the Goods from the time they are despatched.
7.2 Ownership of the Goods will pass to you once we have received payment in full of the Price from you. Until then, the Goods remain our property but that will not prevent us from recovering payment from you of any amounts due under the Contract.
7.3 Any Guarantee and/or Warranty will only be validated and activated once full payment of the contract(s) has been received by us.
8 Specifications of Goods and Services
8.1 All work will conform to the description set out in the Order Form. Any variations to the Order Form must be agreed in writing by both parties
8.1.1 The timber specification is set out on the Order Form.
8.1.2 We will not decorate or redecorate any existing window/door frames, sashes, architraves, liners or window board on which we work. We will touch up any bare timber with white paint or any paint supplied by you.
8.2 We agree to make good to a standard which will accept redecoration any damage we cause in the course of our work to sound plaster, coving, render or brickwork, which immediately surrounds any window or door on which we work.
8.3 You are responsible for ensuring that your property is structurally sound, in good condition and free from material defects. We cannot be held responsible for any damage caused or extra work required if this is not so.
8.4 We will take reasonable care to keep intact any panes or frames from old windows and doors and any secondary glazing that you tell us you wish to retain but such items are fragile and prone to breakage on removal. Accordingly we will not be liable for any damage or total loss of such items during, or following, their removal unless caused directly by our negligence.
8.5 Any specifications, statistics, advice or other information given to you by us regarding any glass we supply is either quoted from or based on information provided to us by the manufacturer and relates solely to the glass itself. Such specifications, statistics, advice and information do not relate to or take account of the acoustic properties or performance of your building so it is possible that the installation of the glass may not meet your expectations in relation to noise reduction or sound proofing.
9 Limitation of Liability
9.1 The following provisions set out the limits on our liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any breach of the Contract or these Conditions, any use made by you of any of the Goods, or of any product incorporating any of the Goods; any representation, statement or act or omission of the Company including negligence arising under or in connection with the Contract.
9.2 The warranties set out in these terms and conditions are the only warranties given to you by us in relation to the Goods and Services. All other representations, warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits our liability, for death or personal injury caused by our negligence; or under Part 1 of the Consumer Protection Act 1987; or for any matter which it would be illegal for us to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation; or for any liability incurred by you as a result of any breach by us of the condition as to title or the warranty as to quiet possession implied by either section 12 of the Sale of Goods Act 1979 or by section 2 of the Supply of Goods and Services Act 1982. Subject to clauses 9.2 and 9.3:
9.3.1 Our liability for any breach of the Contract or negligent act or omission or any other claim you may have against us relating to the Contract shall be limited to reimbursing the Price (or that part of the Price that has been received by us) together with any reasonable losses, costs and expenses incurred by you as a direct result of our breach of the Contract or negligence or other act or omission; and
9.3.2 We will not be liable to you for any pure economic loss, loss of profit, loss of business or depletion of goodwill whether direct or indirect, or for any loss or damage which was not reasonably foreseeable or contemplated by us at the date of the Contract.
9.4 If the performance of our obligations under the Contract is prevented or delayed by any act or omission of yours or your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
10 Your Obligations
10.1 In order for us to perform our obligations under the Contract you will, at your expense:
10.1.1 comply with our reasonable requests relating to the supply of the Goods and the Services, including but not limited to any requests relating to compliance with health and safety rules and regulations;
10.1.2 provide our employees, with access as reasonably required to washing and toilet facilities at your property;
10.1.3 prepare and maintain your property for the delivery of the Goods and the supply of the Services (including identifying, monitoring, removing and disposing of any hazardous materials from your property in accordance with all applicable laws, before and during the supply of the Services) and inform us of any such actions that you have carried out; inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your property;
10.1.4 obtain and maintain all necessary licences and consents, including but not limited to planning permissions, listed building consent, building regulations consent, and comply with all relevant legislation in relation to the supply of the Goods and Services.
10.2 if at your request we manufacture and/or supply the goods and services prior to you obtaining any of the licences or consents referred to in clause 10.1.3, you will have to pay the Price even if any such licences or consents are subsequently not granted.
11 Assignment and subcontracting
11.1 We may assign or subcontract the Contract or any part of it to any person, firm or company provided your rights under the Contract will not change as a result of such assignment. You shall not be entitled to assign the Contract or any part of it without prior written consent from us.
12 Force Majeure
12.1 We will not be in breach of our obligations under the Contract if we are prevented from or delayed in the carrying on of our business or the performance of our obligations under the Contract by any circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, you will be entitled to give notice in writing to us to cancel the Contract.
13.1 Subject to the provisions of this clause 13 the Company warrants that the Services shall be supplied using reasonable skill and care and that upon delivery for a period of 10 years from the date of despatch the Goods shall be:-
13.1.1 of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
13.1.2 reasonably fit for the purpose for which they are supplied. For the avoidance of doubt, this warranty excludes any warranty in respect of the energy performance of the windows and the energy performance of the property in which they are installed; and
13.1.3 free from defects in material and workmanship
13.3 Subject to the provisions of this clause 13 the Company receives a a warranty in relation to any Goods or part of Goods manufactured using Accoya® in accordance with and subject to the terms of the Accoya®manufacturer’s warranty, the terms of which are appended to the Contract and are set out on the Website. These terms shall, where appropriate apply to the goods supplied to you. If there shall be any conflict or inconsistency between these Conditions and the Accoya® manufacturer’s warranty, these Conditions will prevail
13.4 The above warranties are given by the Company subject to the following conditions:-
13.4.1 The Company shall be under no liability in respect of any defect in Goods arising from weather, fair wear and tear, failure to follow any instructions supplied to you in relation to the Goods (including without limitation those set out or referred to in clause 13.6), defective brickwork or render, misuse, or alteration or repair of the Goods, installation or any action or inaction by any third party installer, you, or any other end user, faulty operation or misuse, the use of incompatible spare parts, paint or accessories, failure to maintain, failure to handle and store in accordance with our instructions, general wear and tear, weathering..
13.4.2 Any claim under this warranty shall only apply if the relevant defect is notified in writing to us within the guarantee period.
13.4.3 This guarantee shall cover the repair or replacement of the defective Goods (at our sole discretion).
13.4.4 This guarantee does not cover discoloration of parts that are not visible by general use, any change of colour or fading, howsoever caused, any other cosmetic conditions, such as blinds, other cover or making good, loss of efficiency within stated tolerances, damage caused by weathering, imperfections in the wood/glass, including colour variations, shadows or marks, vapour diffusion or thermal conductivity
13.4.5 Any specifications, statistics, advice, performance or other information given to you by us regarding any glass we supply is either quoted from or based on information provided to us by the manufacturer and relates solely to the glass itself. Such specifications, statistics, advice and information do not relate to or take account of the acoustic properties or performance of your building so it is possible that the installation of the glass may not meet your expectations in relation to noise reduction or sound proofing
13.4.6 While we will take reasonable care while working on your property, inevitably the removal, repair, and installation of windows or doors creates dirt and dust and may cause chips on radiators, minor damage to surrounds, including surfaces, hinges, catches, finger and escutcheon plates and superficial damage such as tears, scrapes, scratches in or on wallpaper, woodwork, paintwork, ceramic tiles, pipes or cabling surrounding the area in which the Services including installation of the Goods or are suitably protected by covering them or otherwise protecting them before the Goods are installed, where at all possible.
13.4.7 We agree to make good to a standard which will accept redecoration any damage we cause in the course of our work to sound plaster, coving, render or brickwork, which immediately surrounds any window or door on which we work.
13.4.8 When we carry out the Services (including but not limited to the installation of the Goods), we assume that your property is structurally sound, in good condition and free from material defects. We cannot be held responsible for any damage caused or extra work required if this is not so, including but not limited to blown plaster, worn radiators, pipes or window, including dormer windows that may form an integral part of the structural support for the dormer.
13.4.9 We will take reasonable care to keep intact any panes or frames from old windows and doors and any secondary glazing that you tell us you wish to retain, but such items are fragile and prone to breakage on removal. Accordingly we will not be liable for any damage or total loss of such items on removal, or following their removal unless caused directly by our negligence.
13.5 Any claim by you for breach of any of the warranties in these Conditions must be notified to the Company as soon as reasonably practical after the fault or damage is discovered. In order to avoid any confusion or delay, notification should be made to the Company in writing or if made verbally first, confirmed in writing as soon as reasonably practicable thereafter
13.6 You must maintain the Goods as set out in these Conditions and in particular, , in relation to Accoya® woodwork, in accordance with the Accoya® manufacturer’s warranty; and in relation to mechanical devices or any other Goods, in accordance with any maintenance schedule provided to you by the Company. Failure to maintain the Goods in accordance with the relevant warranty terms or maintenance schedule will invalidate any warranty given by the Company in relation to such Goods.
14.1 The validity, construction and performance of this contract shall be governed by the Laws of England and we each agree to submit to the exclusive jurisdiction of the English courts.
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