CAB Glazing Services LLP

Conditions of Sale of CAB Glazing Services LLP

1. Any contract for the sale of goods by the seller to the buyer (“the Contract”) shall be subject to these Conditions and:

a) any terms and conditions of the Buyer shall not apply and are accordingly excluded and

b) no other condition, warranty or representation shall be binding on the Seller and

c) any conditions or warranties imposed or implied either by law, custom or otherwise (including without limitation any relating to the quantity or fitness for the purpose of goods) are excluded and shall not be binding on the Seller

 

2. Any Quotation by the Seller may be withdrawn at any time by the Seller and shall lapse if not accepted in writing by the Buyer by its stated expiry date or otherwise within 30 days of its date.

 

3.1 The price of the goods shall be the price given in the Seller’s Quotation which shall be exclusive of any Value Added Tax for which the Buyer shall be additionally liable to pay to the Seller

 

3.2 The Seller shall be entitled to increase the price of the goods by the amount by which the prices being charged to the Seller by its suppliers of any materials to be used in manufacturing the goods shall have increased between the date of the Contract and the date of the delivery of the goods

 

4. The Seller shall deliver the goods at and the buyer shall collect the goods at the Seller’s works address stated overleaf and if the Seller agrees to deliver the goods elsewhere the buyer shall be liable to pay the Seller’s charges for transport, packaging, insurance and any storage during transit (“Delivery Cost”) unless the Contract specifically provides otherwise

 

5. The Seller may invoice the Buyer for the price of the goods on or at any time after the date on which the Seller has notified the Buyer that the goods are ready for delivery

 

6. The Buyer shall pay the price of the goods and Delivery Costs without any deduction or set off within 30 days of the date of the Seller’s invoice and the time of payment shall be of the essence of the Contract

 

7. Any dates quoted or agreed for delivery of the goods are estimates only and not of the essence and the Seller shall not be liable to the Buyer for any delay in delivery of the goods however caused

 

8. The Seller shall be entitled to deliver:

 

a) by instalments and where the goods are delivered by instalments each delivery shall constitute a separate Contract and breach of any such separate Contract by the Seller shall not affect any other Contract

b) 10% more or less in quantity of the goods comprised in each Contract in which event the price of the goods will be increased or reduced pro-rata

c) as soon as the goods are ready for delivery

 

9. Risk or damage to or loss of the goods shall pass to the Buyer on delivery or (if earlier) the date on which the Buyer is liable to take delivery. Goods must be inspected prior to be signed for.

 

10. Ownership of the goods shall remain with the Seller and shall not pass to the Buyer until the Seller has received in cash or cleared funds full payment of the price of the goods and all monies then owed to the Seller by the Buyer on any account including Delivery Costs and Interest and until such time as ownership of the goods passes to the Buyer the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and if the goods are resold by the Buyer to a third party the Buyer shall hold the proceeds of sale on trust for the Seller

 

 

11.1 If the Seller shall assist the Buyer with the design and/or testing of any goods the Seller shall do so on the clear understanding that:

 

a)  the Buyer shall be responsible for determining the design of the goods (including the method of construction and specification of materials to be used) and the fitness of the same for the Buyer’s requirements and

b) if the Seller shall agree to arrange for any testing of the goods (or materials used in manufacturing the goods) by third parties it shall do so as agent for the Buyer and shall have no liability for such tests

 

11.2. If the Seller designs any goods any patent, design, copyright or other proprietary rights in the goods (“IPR”) shall belong to Seller subject to the non-exclusive licence of the Buyer to use or resell the goods

 

11.3. The Buyer shall fully inspect and test the goods and be satisfied that the goods are in compliance with Contract and fit and suitable for the Buyer’s requirements before the same are resold or put into use by the Buyer

 

12. The Buyer shall ensure that the goods do not infringe the IPR of any third party and shall indemnify the Seller against any proceedings, damages, costs and expenses it may suffer as a result of any claims by any third party that the goods infringe any IPR

 

13 Unless the Contract specifically provides otherwise the Seller may vary the specification of the goods

 

a) by dimensions of:

  • plus 0 minus 3mm for toughened glass
  • plus or minus 3mm for laminated glass

 

14.1.  Unless the Contract specifically provided otherwise any tooling bought or made by the Seller to manufacture the goods shall belong to the Seller even if the cost thereof is stated as being included or provided for in the price of the Goods.

14.2. If the contract provides that any said tooling is to be part owned:

 

a. Title to the tooling will vest in the Seller

b. The Buyer shall acquire no interest in the tooling until it has paid all monies due to the seller by way of amortisation or otherwise for the tooling

 

15. The Buyer shall notify the Seller in writing having first carried out such inspection and testing as may be necessary (and time shall be of the essence for such notification) of any claims as follows namely:

a) within 3 days of receipt of the Seller’s advice note of non delivery and

b) within 3 days of delivery of any damaged goods or short delivery and

c) within 7 days of delivery of any goods which are defective or otherwise do not comply with the terms of the contract (“Faulty Goods”)

 but otherwise the Buyer shall be deemed to accept that the goods specified in the Seller’s advice note have been duly delivered and comply with the terms of the contract

 

16. Except for any liability the Seller may have for death or personal injury resulting from the Seller’s negligence (as defined in the Unfair Contract Terms Act 1977):

 

a. any liability of the Seller for damaged or Faulty Goods shall be limited (at the Seller’s option) either to replacing the same delivery at its said works or to refunding the purchase price and any Delivery Costs in each case within 21days of receipt of the Buyer’s claim and

b. the Seller shall have no liability to the Buyer or any third party either in contract, tort or otherwise and howsoever caused for any loss, damage or death or injury arising directly or indirectly from the manufacture and supply of the goods including (for the avoidance of doubt) any consequential loss or damage suffered by the buyer or any third party (“Losses”) and accordingly the Buyer shall protect itself by insuring against any Losses

 

17 he Seller shall not be liable to the Buyer or be deemed to be in breach of Contract as a result of any delay in performing or any failure to perform any of the Seller’s obligations to the Buyer if such delay or failure was due to any cause beyond the Seller’s control including (by way of example and not limitation) shortages of materials and labour difficulties

 

18 If the Buyer fails to pay any sum due to the Seller on the due date the Seller shall be entitled to charge the Buyer Interest (both before and after any judgement) on the sum unpaid at the rate of 1½% per calendar month (or part thereof) or 5% above the base lending rate from time to time of National Westminster Bank PLC whichever shall be the higher rate while any sum remains unpaid

 

19 If the Buyer shall:

 

a)  fail to make payment due to the Seller of the goods or on any other account on the due date or commit any other breach of any contract with the Seller or

b) become subject to an administration order or go into liquidation or have a receiver appointed over any of its assets or cease to carry on business in its ordinary course or become insolvent

 

payment of the price and Delivery Costs for all goods delivered to the Buyer and/or for goods of which the Buyer is liable to take delivery shall become due and payable and the Seller may by immediate written notice (and without prejudice to any other right or remedy available to it or any accrued rights):

  1. terminate the Contract and/or contracts with the Buyer and/or
  2. suspend performance of the Contract and/or other contracts with the Buyer and/or
  3. retain and take possession of any goods which the Seller has not been paid in full (and enter any premises for this purpose)

 

20. Any notice or communication required to be given by either party to the other shall be in writing and sent to (in the case of the Seller) its registered office and (in the case of the Buyer) its principal place of business or such other address as may have been notified for this purpose and any such notice shall be deemed to have duly given if delivered by hand on the day of delivery or if delivered by prepaid recorded delivery post within four days of the date of posting

 

21.1No variation of the Contract (including these Conditions) shall have the effect unless confirmed in writing by a director of the seller

 

21.2 No waiver by the Seller of any breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision of the Contract

 

22  If any provision of the Contract (including these Conditions) is held by any competent court in a final judgement to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected

 

23 The Contract shall be governed by the laws of England and any dispute arising under or in connection with the contract shall be referred to and determined by the English Courts to whose exclusive jurisdiction the Buyer agrees to submit and if any such dispute is to be dealt with by a County Court the Buyer agrees to submit to the jurisdiction of a nominated county court.