ARCHITECTURAL DOORS & WINDOWS LIMITED
TERMS & CONDITIONS OF SALE
ADW - Architectural Doors & Windows Limited
Buyer - any person, firm or company purchasing or ordering from ADW
in writing – shall include by email to an address provided by the Buyer or ADW as appropriate to the other
a) These conditions apply to all and any contracts, agreements or transactions between ADW and the Buyer. They prevail over any conditions contained or referred to in any documents of the Buyer or any terms which might otherwise be implied by any trade, custom, practice or course of dealing and any such provisions or terms to the contrary are hereby excluded.
b) These conditions together with any ADW sales or delivery confirmation or advices and invoices represent the complete agreement between ADW and the Buyer. Save as specifically agreed in writing by any Director, no one is authorised to accept any further liability or obligation on ADW's behalf and the Buyer must not rely on any other documents or on oral representations.
a) Save as otherwise specifically agreed the price shall be stated in the invoice sent to the Buyer by ADW or in the case of cash sales in the Sales or Advice Note. Unless otherwise stated, Value Added Tax is not included and will be added to the price.
b) Prices indicated in ADW's catalogues, prices lists and point of sales literature are for guidance only and ADW reserves the right to withdraw or revise such prices at any time.
c) Unless otherwise expressly agreed in writing, ADW reserves the right to revise any agreed prices to take account of fluctuations in exchange rates, increase or imposition or any tax duty or levy and clerical administration errors or of any increase in ADW's costs including, but not limited to the costs of raw materials, freight, shipment, haulage, labour, fuel and insurance prior to accepting an order.
d) ADW's quotations operate as invitations to the Buyer to place orders. They are not tenders and are subject to confirmation by ADW upon receipt of the Buyer's order.
a) On cash sale orders a deposit is due at order stage with the balance due in full before delivery of goods. Full payment is required prior to goods being placed into production for any orders £3000 or under (excl. VAT).
b) For credit accounts unless otherwise agreed in writing or where payment falls due in accordance with Condition 7e) below, payment shall be due, in full, not later than the last day of the month following the month of delivery. If any payment becomes overdue ADW may charge interest on the overdue amount at 4% per annum over the Bank of Scotland base rates from the due date until payment.
c) ADW reserves the right to suspend or stop deliveries and to withdraw or restrict credit provisions if any payment becomes overdue or if ADW has reason to believe that the Buyer may be unable or unwilling to pay for the goods.
d) Any sums due and owing to the Buyer from ADW, may at any time be offset, by ADW, against any sums due and owing to ADW from the Buyer. Where ADW exercise this right ADW shall notify the Buyer of such offset in writing within 7 days.
4 CANCELLATION POLICY
a) Following confirmation of an order ADW will place an order for manufacture of the goods with its relevant manufacturer.
b) Orders cannot be cancelled once the order acknowledgment/confirmation document has been signed by the Buyer unless ADW’s manufacturer accepts cancellation of the relevant order by ADW.
c) Full payment is due on cancelled orders unless ADW’s manufacturer accepts an amended sum for part production, administration and order costs up to cancellation point however this is at the discretion of the ADW’s manufacturer and the Buyer agrees to abide by their decision. Where ADW agree an amended sum with its manufacturer ADW shall be entitled to charge a reasonable amount for the administration involved with the cancelled order.
d) Without limiting its other rights or remedies, ADW may terminate the agreement between the Buyer and ADW with immediate effect by giving written notice to the Buyer if:
(i) the Buyer commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of ADW giving notice in writing to the Buyer identifying the breach and requiring it to be remedied; or
(ii) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(iii) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(iv) the Buyer's financial position deteriorates to such an extent that in ADW’s opinion the Buyer's capability to adequately fulfil its obligations under the agreement has been placed in jeopardy.
e) Without limiting its other rights or remedies, ADW may suspend provision of the goods under the agreement or any other contract between the Buyer and ADW if the Buyer becomes subject to any of the events listed in Condition 4d)(i) to Condition 4d)(iv), or ADW reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this agreement on the due date for payment.
f) Without limiting its other rights or remedies, ADW may terminate the agreement with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the agreement on the due date for payment.
g) On termination of the agreement for any reason the Buyer shall immediately pay to ADW all of the Buyer's outstanding unpaid invoices and interest.
h) Termination of the agreement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this agreement that existed at or before the date of termination.
i) Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
All quantities, specifications and correspondence with samples shall be subject to reasonable commercial variation and ADW accepts no responsibility for variations falling within this tolerance.
6 SPECIAL REQUIREMENTS
a) ADW may request, manufacture, machine or treat goods in accordance with the Buyer’s drawings, designs, specification or instructions. The Buyer accepts full responsibility for the accuracy of the same and shall indemnify ADW against all liabilities, costs, expenses, damages or losses arising from ADW's reliance on or compliance with the Buyer’s drawings, designs, specification or instructions.
b) ADW reserves the right to amend the specification of the goods if required by any applicable statutory or regulatory requirements.
c) The Buyer is responsible for ensuring that any licences, consents or permissions required by statute, regulations, byelaw or otherwise for the specification or installation of goods are obtained.
a) Where goods are sold on a collect basis, delivery to the Buyer occurs immediately the goods are loaded onto the Buyer's vehicle.
b) Where ADW agree to deliver the goods, or where the goods are sold on an ex-quay basis or are due to be delivered direct from ADW's supplier, deliver to the Buyer occurs in the instant prior to unloading, save where the delivery vehicle is equipped with loading equipment which is to be used to unload the goods, whereupon delivery takes place in the instant following unloading.
c) ADW may deliver the goods in one or more instalments and each instalment shall be treated as if it is a separate contract. Failure by ADW to make any delivery or part delivery shall not entitle the Buyer to reject the balance of goods.
d) The Buyer must give instructions for delivery in good time to allow them to be carried out upon the arrival of the goods. The Buyer is responsible for any costs arising from his failure to give proper instructions or to provide transport as agreed or to unload any craft or vessel within the agreed time.
e) Where goods are not collected by the Buyer within 7 days of the date on which notice to collect is given to the Buyer or where the Buyer elects to delay delivery beyond the agreed delivery date risk shall pass to the Buyer at the end of such 7 day period or delivery date as applicable and the Buyer shall pay rent at a reasonable rate for the continued storage of the goods after that date (as determined by ADW). For cash sale orders where a deposit was paid on order, payment of the balance of the purchase price shall fall due on the date falling 7 days after the date on which notice to collect is given to the Buyer or the agreed date for delivery (as applicable) and for credit sales payment shall be due, in full, not later than the last day of the month following the date of expiry of such period. In the event that the goods remain with ADW and have not been paid for in full by the date falling 3 months from the end of the date falling 7 days after the date on which notice to collect is given to the Buyer or the agreed date for delivery (as applicable) then ADW may resell or otherwise dispose of part or all of the goods and deduct any sums recovered from the outstanding sums due by the Buyer. In such circumstances the Buyer shall remain liable for any balance of sums due.
f) Times and dates quoted for deliveries are estimates only and are not binding on ADW.
g) If ADW requires the Buyer to return any packaging materials to ADW, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as ADW shall reasonably request. Returns of packaging materials shall be at ADW’s expense.
a) Other than where risk passes to the Buyer in accordance with Condition 7e) above, risk passes to the Buyer on delivery.
b) Where goods are delivered direct to the Buyer by ADW's manufacturer, property in the goods passes to ADW on delivery to the Buyer.
c) Property in the goods shall not pass to the Buyer until the price has been paid in full. However, ADW may at any time transfer property in the goods to the Buyer by notice in writing.
d) Until such time as the price of the goods has been paid the Buyer shall store the goods in such a way as to enable them to be identified as the property of ADW and the Buyer hereby irrevocably agrees that representatives of ADW may enter on the Buyer’s premises which such vehicles and equipment as may be necessary to remove goods in the event that payment for such goods is not made when due.
a) ADW warrants that on delivery and for a period of 12 months from the date that risk passes to the Buyer (the warranty period) the goods shall:
(i) conform with their description and the specification;
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979),
provided that they are installed and maintained in accordance with the manufacturer’s instructions.
b) Subject to Condition 9c), if:
(i) the Buyer gives notice in writing to ADW during the warranty period within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in Condition 9a); and
(ii) ADW is given a reasonable opportunity of examining such goods;
(iii) ADW shall, at its option, repair or replace the defective goods, or refund the price of the defective goods in full.
c) ADW shall not be liable for the goods' failure to comply with the warranty set out in Condition 9a) in any of the following events:
(i) the Buyer identifies a defect prior to installation of the goods and, save in respect of a defect that can be repaired in situ, proceeds to install the relevant goods after giving notice in accordance with Condition 9b);
(ii) the defect arises because the Buyer failed to follow ADW or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
(iii) the defect arises as a result of ADW following any drawing, design or specification supplied by the Buyer;
(iv) the Buyer alters or repairs such goods without the written consent of ADW;
(v) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(vi) the goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
d) Except as provided in this Condition 9, ADW shall have no liability to the Buyer in respect of the goods' failure to comply with the warranty set out in Condition 9a).
e) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the agreement concluded between ADW and the Buyer.
f) The provisions of this Condition 9 shall apply to any repaired or replacement goods supplied by ADW.
a) Save as set out in Condition 9 ADW shall have no liability to the Buyer for any damages or losses direct or indirect resulting from defects or any act or default of ADW.
b) ADW shall have no liability for any indirect or consequential losses or expenses, however caused, including but not limited to loss or damage to anticipated profits, contracts, reputation or goodwill, labour costs or losses or expenses arising from third party claims.
c) Subject to Condition 12a) on no circumstances shall ADW's total liability in contract, tort or otherwise exceed the invoice price of the particular goods giving rise to the liability.
11 FORCE MAJEURE
ADW shall not be liable for failure or delay in fulfilling any of its obligation where fulfilment thereof is prevented, frustrated, impeded delayed or rendered uneconomic by circumstances or events beyond ADW's reasonable control.
12 STATUTORY LIABILITY
a) Nothing in these conditions shall be interpreted as excluding or restricting ADW's liability for death or personal injury or for fraud or fraudulent misrepresentation.
b) To the extent that any condition herein would by virtue of the Unfair Contract Terms Act 1977 be of no effect against a person dealing as a consumer, that condition shall not apply to a Buyer so dealing.
c) Nothing in these conditions shall affect the Buyer’s statutory rights where the Buyer is a Consumer as defined by the Consumer Rights Act 2015.
d) Nothing in these conditions shall limit or exclude ADW’s liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979.
The rights of ADW shall not be prejudiced or restricted by an indulgence or forbearance extended by ADW to the
Buyer and waiver of any particular breach shall not operate as a waiver of any subsequent breach.
If any condition or part of a condition is found to be invalid for any purpose it shall, for that purpose be deemed to
have been omitted, without prejudice to the effectiveness of all other conditions or parts of conditions.
a) Save as set out below, these conditions and all agreements between ADW and the Buyer shall be governed by and constructed in accordance with Scottish Law and any disputes shall be subject to the exclusive jurisdiction of the Scottish Courts.
b) Where the Buyer is an individual resident in England dealing as a consumer in a non-business capacity, these conditions and all agreements between ADW and the Buyer shall be governed by and constructed in accordance with the Laws of England and any disputes shall be subject to the exclusive jurisdiction of the English Courts.