Terms of service

Terms and Conditions for the Sale of Bespoke Goods and Services

1. General

No variation or waiver of these Conditions or of the Contract shall be binding upon the Company unless agreed in writing and signed by a duly authorised officer of the Company.

The Company reserves the right to correct any typographical or clerical errors in quotations, specifications, or invoices.

Information contained in catalogues, brochures, quotations, or any other publicity literature is given as an approximate estimate and may be varied or amended by the Company at any time without notice.

2. Acceptance

The Buyer’s order shall be deemed to incorporate these Conditions. Any condition or term stated in the Buyer’s order that is not specifically included herein shall not be deemed accepted by the Company unless confirmed in writing by an authorised representative of the Company.

3. Product Drawings

For bespoke products such as Balustrade Kits or Juliet Balconies the following procedure applies:

• After receipt of the Buyer’s order, the Company will liaise with the Buyer to produce specific drawings for authorisation and signature by the Buyer.
• The Buyer will sign the drawings, confirming that all information and specifications are correct and satisfactory, and conform to their requirements – material, structural, and legal.
• No alterations or changes can be accepted on the drawings once approved. Any amendments must be incorporated into new drawings and resubmitted for signature.
• Once approved, drawings cannot be altered, and manufacture will proceed as per the drawings. Any alteration will require a new Buyer order.

All patterns, drawings, designs, samples, and specifications submitted by the Buyer (and all intellectual property rights therein) will, unless agreed otherwise, be the property of the Company.

The Company will confirm to the Buyer any increase in prices necessary to comply with the Buyer’s specifications. Quantity increases, whether in number of units or size, shall be deemed to increase proportionately to the prices on the Buyer’s order without the need for resubmitting a new order for confirmation.

The Company shall not be liable for, and the Buyer will fully indemnify the Company against, any awards, costs, claims, damages, demands, expenses, losses, or other liabilities arising from:

• Any infringement of intellectual property rights of any third party resulting from the Company supplying Goods or Services conforming to the Buyer’s specifications.
• Any errors in Goods conforming to samples previously approved or accepted by the Buyer.

All offers to supply goods from stock are subject to the Goods being unsold at the time of receipt of the Buyer’s order.

4. Prices

The price of Goods shall be the price on the Buyer’s signed order.

All prices are:

• Supply only
• Exclusive of VAT or other turnover tax
• Subject to alteration without notice
• Valid for 30 days from quotation unless otherwise agreed

5. Payment

Any orders less than £2000 shall be paid in full prior to supply. For orders over this value, a deposit of a minimum of 70% of the total invoice price is required. All outstanding balances must be paid prior to supply/collection of the Goods.

6. Reservation of Title

Title to Goods shall not pass to the Buyer until payment in full for those Goods has been made. In the case of delivery by instalments, title passes once payment in full has been made for the relevant instalments.

The Company reserves the right of immediate re-possession of any Goods to which it has retained title. The Buyer hereby grants an irrevocable right and license to the Company’s employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours.

All risks in the Goods shall pass to the Buyer on delivery, but the legal and beneficial title to the Goods shall not pass to the Buyer until all monies owed by the Buyer to the Company have been paid in full.

7. Specification, Warranty, and Liability

The assessment of the Goods’ suitability, quality, and fitness for purpose is the Buyer’s responsibility, irrespective of any specifications, formulations, data, literature, and statements as to content, suitability, performance, or otherwise issued by the Company.

Goods are supplied on the condition that the Buyer undertakes to comply with all instructions and recommendations issued with or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning, and otherwise. For example:

• Internal or external Balustrades must be installed by a qualified individual.
• Internal or external lighting or electrical connections must be installed by a qualified electrician.

The Company shall not be liable for any loss or damage arising from the installation and/or use of such equipment if the Buyer carries out or procures installation.

All sizes, colours, finishes, and other descriptions or specifications published in any medium are as accurate as possible within normal manufacturing tolerances. The Company reserves the right to alter such specifications and supply Goods reflecting such altered specifications without prior notice, provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle the Buyer to cancel an order, return Goods, or claim compensation.

The Buyer shall be responsible for ensuring the suitability of any installation advice given by the Company.

Any typographic, clerical, or other error or omission in sales literature, quotations, price lists, acceptance of offers, invoices, or other documents issued by the Company shall be subject to correction without any liability on the part of the Company. The Company shall be under no liability of whatsoever kind howsoever caused, whether or not due to the negligence or wilful default of the Company or its servants or agents, arising out of or in connection with the Contract. All conditions, warranties, or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded, provided that nothing in these Conditions shall exclude or limit the Company’s liability for death or personal injury caused by its negligence of the Company or its servants or agents or for fraudulent misrepresentation.

The Company shall not become liable to the Buyer by reason of any contemporaneous agreement the Buyer has with its customers or with the Company’s suppliers unless the Company has expressly accepted the same in writing.

8. Intellectual Property

All intellectual Property Rights in relation to the Goods and the Services, Design Software & Designs, data sheets, packaging and literature shall remain the property of the Company and no license (except as to the use for which their Goods or Services and supplied) shall be implied.

The Buyer or his/her agents shall not at any time alter or deface the Company’s name, logo or trademarks or contrast them with any other mark likely to cause confusion.

The Buyer warrants that all designs, provided by the Buyer for the Company to manufacture in accordance with, are the intellectual property of the Buyer or an adaptation of a standard design with the original manufacturer’s consent. The Buyer will indemnify the Company against any costs or claims for breach of any third party intellectual property rights.

If any claim is made against the Buyer that the goods or Services infringe or that their use or resale infringes the Intellectual Property Rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Company shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;

The Company Shall not be liable for loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss(whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever (how so ever caused) which arise out of or in connection with such a claim;

The Company is given full control of any proceedings or negotiations in connection with any such claim;

The Buyer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (Which shall not be unreasonably withheld);

the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

The Company Shall be entitled to the benefit of, and the Buyer shall accordingly account to the Company For, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

without prejudice to any duty of the Buyer at common law, The Company Shall be entitled to require the Buyer to take such steps as the Company May reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Company Is liable to indemnify the Buyer under this clause.

9. Defective Goods, Limitation of Liability and Indemnity

The Company warrants Goods will conform in all material respects to their specification and will be free from defects in design, material and workmanship under normal conditions of use for a period of 12 months from the date the date of their initial use or 12 months from delivery, whichever is the first to expire provided that the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate working conditions, inappropriate use or treatment, inappropriate installation, inappropriate use of fixings or fixing or incorrect handling or exposure to such other substances as may be injurious to such materials.

The Company shall not be liable for a breach of warranty if:

• The total price for the goods has not been paid by the due date for payment
• The Buyer makes further use of Goods after becoming aware of defect
• The defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or
• The Buyer alters or repairs the Goods without prior written consent of the Company.

If delivery is not refused, and the Buyer does not notify the Company within the time limit as stated in the performance as stated in the terms of shipping, the Buyer is not entitled to reject the Goods and the Company Shall have no liability for any defect or failure which was reasonably apparent upon inspection, and the Buyer shall be bound to pay the total invoice price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure, which is so slight that it would be unreasonable for him to reject them.

Glass shall not be rejected unless inspected in line with the GGF Guidelines listed below;

• Stand no less than 3 metres away from the panes and look directly through them.
• Do so in natural daylight, but not in direct sunlight.
• Exclude from the check the 50mm wide band around the edge of the glass.

What to expect:

Flat transparent glass, including laminated or toughened (tempered) glass is acceptable if the following are neither obstructive nor bunched:

• Bubbles or blisters
• Hairlines or blobs
• Fine scratches not more than 25mm long
• Minute particles

The Company sole liability for breach of the warranty set out above shall be at the Company’s option to repair or replace defective Goods, or to refund the contract price or relative part therof. If the Company complies with these conditions it shall have no further liability for breach of the warranty in respect of such Goods.

Any Goods replaced by the Company will belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

The Company shall not be liable for any loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever and howsoever caused which arise out of or in connection with the contract.

Without prejudice to the other provisions of this clause the Company’s liability under the contract in respect of any breach of contract, negligence or otherwise, shall not exceed the price paid by the Buyer for the Goods.

10. PROPER LAW AND JURISDICTION

The Contract shall be governed in all respects by the Law of England, Northern Ireland, Scotland and Wales and the Company and the Buyer hereby irrevocably submits to the exclusive jurisdictions of the English Courts.