1. Definitions and Interpretation
1.1 Condition headings do not affect the interpretation of these conditions. Definitions applicable are set out below.
We, us, our, Supplier: Hessle Glazing Limited, company number: 12710188
You, your, Customer: the person, firm or company seeking the supply of glazing units and our installation services.
Conditions: these terms and conditions of trading
Contract: the Customer’s order and Hessle Glazing’s acceptance of – as set out in condition 3.4.
Delivery Date: the date we specify on which we anticipate that the Units should be delivered to the Destination.
Deposit: 25% of the Price
Destination: the building or property at which the Units are to be installed
Installation: the supply and installation of the Units ordered by the Customer at the Destination
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, registered or unregistered.
Price: the amount payable by you for the goods and services to be supplied under the Contract
Order: an order form identifying the goods and services to be supplied by us and the Price
Units: the glazing products agreed in the Contract to be purchased by you from us (including any part or parts of it)
VAT: value added tax chargeable under English law for the time being and any similar tax.
Warranty Period: For moving parts – 1 year from Installation; For glass and frames – 10 years from Installation.
2. Application of conditions
2.1 These conditions shall apply to and be incorporated in the Contract and prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, specification, or those implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by a duly authorised representative of Hessle Glazing.
3. Basis of sale
3.1 We will attend by arrangement with you at the Destination to take the measurements for the requested Installation.
3.2 We will then issue a quotation for the Installation of the Units; the quotation will remain valid for a period of 30 days only; we may withdraw the quotation at any time by notice to you.
3.3 When you confirm to us in writing that you wish to proceed we will arrange a final measure of the site or sites for the Units at the Destination and we will then submit a formal Order to you and by signing the same and returning it to us you make an offer to proceed on the basis of that Order and subject to these conditions. You shall ensure that your Order is complete and accurate.
Domestic customers: the Deposit must be remitted to us with your signed order before we can consider issuing an order acknowledgement.
Commercial Customers: if credit terms cannot be approved, we will advise the amount of deposit required for us to be able to proceed.
3.4 A binding contract shall not come into existence between us unless and until we issue a written Order acknowledgement to you, or until we arrange a Delivery Date with you for the Installation (whichever occurs earlier).
3.5 We may deliver the Units by separate instalments. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
3.6 No Order which has been acknowledged by us may be cancelled by you, except with our agreement in writing and provided that where cancellation is agreed by us you indemnify us 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 us as a result of cancellation.
3.7 For domestic customers: you have the right to cancel the Contract within 14 days from contract (cooling off period); however should you ask us to proceed with the provision of the Goods and Services you will override your right to cancel and any subsequent attempt to cancel will then result in you having to pay for all Goods or Services ordered by you.
4. Quantity and description
4.1 The quantity and description of the Units shall be as set out in our acknowledgement of Order or (if there is no acknowledgment of Order) quotation.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
4.4 We reserve the right (but do not assume the obligation) to make any changes in the specification of the Units which are required to conform with any applicable legislation or, where the Units are to be supplied to your specification, which do not materially affect their quality or performance.
4.5 Our employees, contractors and agents are not authorised to make any contractually binding representations concerning the Units. In entering into the Contract, you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of Hessle Glazing. However, nothing in these conditions limits our liability for fraudulent misrepresentation.
5. Prices
5.1 All prices shall be as stated in our acknowledgement of Order. All prices are exclusive of any VAT which shall be payable in addition.
5.2 The price for the Units is based on the rate prevailing at the date of our acknowledgement of the Order and we may increase the price to cover any increases due to market conditions (including, but not limited to, increases in foreign exchange rates relating to the Units, or in labour, materials, supply or transportation costs) which affect us at the date of delivery.
5.3 Hessle Glazing reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Units as has not been delivered to reflect any increase in the cost to Hessle Glazing which is due to any factor beyond its control (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Units which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Hessle Glazing adequate information or instructions.
6. Payment
6.1 Subject to any special terms agreed in writing between you and us, we may invoice you for the price of the Units on or at any time after Installation.
6.2 Domestic customers: The Deposit is payable upon placing the Order with us and it is non-refundable, except at our sole discretion. The balance of the Price is payable upon completion of the Installation. Payment will be due immediately on invoice.
Commercial customers: Following approval of credit terms, payment will be due one month following invoice.
6.3 The Price does not include any cost of replacement of rotten timber, defective lintels, hidden services or hazardous materials such as asbestos found during the course of carrying out the Installation or for the repair of any structural defects unless this is specified in the schedule of works in the Contract. Any such works identified (Defect Remediation) will be brought to the attention of the Customer and will be the subject of a separate quotation.
6.4 Time for payment of the price shall be of the essence of the Contract.
6.5 If the Customer fails to make payment in full on the due date, then without prejudice to any other right or remedy available to Hessle Glazing, it may:
(a) terminate the Contract or suspend any further deliveries of Units (whether ordered under the same contract or not) to the Customer;
(b) appropriate any payment made by the Customer to such of the Units (or the Units supplied under any other contract between you and Hessle Glazing) as it thinks fit (despite any purported appropriation by you);
(c) charge interest on the amount outstanding from the due date to the date of receipt by Hessle Glazing at the annual rate of 4 % above the base lending rate from time to time of National Westminster Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
(d) suspend all further manufacture, delivery or installation or availability of the warranty for any Units already supplied until payment has been made in full.
(e) make a storage charge for any undelivered Units at its current rates from time to time;
(f) stop any Units in transit; and
(g) claim a general lien on all Units and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to Hessle Glazing. We shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Units or property in such manner as we see fit and apply the proceeds towards the amount outstanding.
6.6 All sums payable to Hessle Glazing under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.8 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
6.7 Hessle Glazing may, without prejudice to any other rights it may have, set off any liability of the Customer to it against any liability of Hessle Glazing to the Customer.
7. Delivery of Units and Making Ready
7.1 We shall use our reasonable endeavours to deliver the Units on the Delivery Date agreed with you, but time is not of the essence as to the delivery of the Units and Hessle Glazing is not liable for any delay in delivery, however caused.
7.2 The Units may be delivered by us in advance of the quoted delivery date on giving reasonable notice to you.
7.3 Delivery shall be made during normal business hours (excluding bank or public holidays). We may levy additional charges for any deliveries made outside such hours at your request.
7.4 You shall be responsible (at your cost) for preparing the Destination for the delivery of the Units and for making the Destination ready for the Installation including, without limitation, the provision of all necessary access and facilities, making ready any plumbing and electrical works required ahead of the Installation and any other works reasonably required to enable delivery and Installation of the Units. If Hessle Glazing is prevented from carrying out delivery or Installation on the Delivery Date because no such preparation has been carried out, Hessle Glazing may levy additional charges to recover its loss arising from this event.
7.5 In the event that Defect Remediation is required Hessle Glazing will use reasonable endeavours to make the premises safe pending carrying out of the works, but shall not be liable to you for any damage or loss caused whatsoever, nor for any loss caused if delays are encountered whilst the separate contract for Defect Remediation works is put in place.
7.6 You agree to provide a reasonable amount of water and electricity to us for the purposes of the Installation at no charge.
7.7 Hessle Glazing takes pride in its products and uses all reasonable care and skill in completing an Installation, however, we cannot accept any liability for any damage or re-decoration cost and you are responsible for making your own property safe prior to Installation.
7.8 We give no undertaking that any of your existing glazing or other property can be re-used for any purpose following removal and we will remove the same for disposal unless you ask us in writing to leave them at the Destination.
7.9 You shall be deemed to have accepted the Units when you have had 24 hours to inspect them after Installation.
If within 28 days of you being notified by us that we are ready to undertake the Installation you have not made access available to us, or have not made the Destination ready for the Installation to commence, the full balance of the Price shall become due and payable on that date.
8. Risk and property
8.1 The Units shall be at the risk of Hessle Glazing until delivery to the Customer at the Destination. Hessle Glazing shall off-load the Units at the Customer’s risk.
8.2 Ownership of the Units shall pass to you when we have received payment in full in cleared funds of all sums due to us in respect of the Units and all other sums which are or which become due to us from you on any account.
8.3 Until ownership of the Units has passed to you under condition 8.2, you shall:
(a) hold the Units on a fiduciary basis as our bailee;
(b) store the Units (at no cost to us) in satisfactory conditions so that it remains readily identifiable as our property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Units; and
(d) keep the Units insured on our behalf for their full price against all risks and hold the proceeds of such insurance on trust for Hessle Glazing and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 Your right to possession of the Units before ownership has passed to you shall terminate immediately if any of the circumstances set out in condition 13 arise or if you encumber or in any way charge the Units, or if you fail to make any payment to us on the due date.
8.5 You grant Hessle Glazing, its agents and employees an irrevocable licence at any time to enter any premises where the Units is or may be stored in order to inspect them, or where your right to possession has terminated, to remove them. All costs incurred by Hessle Glazing in repossessing the Units shall be borne by you.
8.6 On termination of the Contract for any reason, the rights of Hessle Glazing (but not the Customer’s) rights in this condition 8 shall remain in effect.
8.7 Hessle Glazing may appropriate payments by the Customer to such Units as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
9. Warranty
9.1 Hessle Glazing warrants to the Customer that the Units are free from defects of workmanship and materials to the extent set out in the Warranty document and for the Warranty Period. Hessle Glazing undertakes (subject to the remainder of this condition 9), at its option, to repair or replace Units (other than consumable items) which are found to be defective as a result of faulty materials or workmanship during the Warranty Period.
9.2 The Warranty Period in condition 9.1 will commence on Installation being completed.
9.3 Hessle Glazing shall not be liable for a breach of the warranty contained in condition 9.1 unless:
(a) you give us written notice of the defect within not more than three days from the date when it should have come to your notice; and
(b) after receiving the notice, we are given a reasonable opportunity of examining such Units.
9.4 We shall not be liable for a breach of the warranty in condition 9.1 if you alter or repair the relevant Units without our written consent or if the defect is caused by normal wear and tear or by any deliberate act or omission of yours.
9.5 Any Units repaired or replaced by Hessle Glazing shall be under warranty for the unexpired portion of the Warranty Period.
9.6 We shall not be liable for any damage or defect to the Units caused by improper use of the Units.
9.7 We give no warranty or guarantee that the Units have any effect on the incidence or control of condensation, nor that they eliminate or reduce external noise.
10. Remedies
10.1 Hessle Glazing shall not be liable for any non-delivery of Units (even if caused its negligence) unless the Customer notifies Hessle Glazing in writing of the failure to deliver within seven days after the scheduled Delivery Date.
10.2 Any liability of Hessle Glazing for non-delivery of any Units shall be limited to supplying the Units within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Units.
10.3 If the performance by Hessle Glazing of its obligations under the Contract is prevented or delayed by any act or omission of yours (other than by reason of a Force Majeure Event under condition 14), you shall be liable to pay to Hessle Glazing all reasonable costs, charges or losses sustained by it as a result, subject to Hessle Glazing notifying you in writing of any such claim it might have against you in this respect.
10.4 In the event of any claim by the Customer under the warranty given in condition 9.1, the Customer shall notify Hessle Glazing in writing of the alleged defect prior to the expiry of the Warranty Period and in any event as soon as practicable following it becoming aware of the defect. Hessle Glazing shall be entitled to inspect the Units. If the Customer’s claim is found by Hessle Glazing to be outside the scope or duration of the warranty in condition 9, the costs of the inspection of the Units, investigation and where possible, repair shall be borne by the Customer.
11. Limitation of liability
11.1 The following provisions set out the entire financial liability of Hessle Glazing (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract; and
(b) any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
11.3 Nothing in these conditions excludes or limits the liability of Hessle Glazing for:
(a) death or personal injury caused by Hessle Glazing’s negligence; or
(b) fraud or fraudulent misrepresentation.
11.4 Subject to condition 11.2and condition 11.3:
(a) Hessle Glazing shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any of the following:
(i) loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Hessle Glazing’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited as follows:-
For Domestic Customers: to the price payable for the Units under condition 5; and
For Commercial Customers: the price payable for the Units under condition 5 or the sum of £10,000 whichever is the lower.
11.5 Nothing in these Conditions shall be interpreted as excluding or restricting the statutory rights of the Customer.
12. Intellectual Property Rights
12.1 Hessle Glazing’s Intellectual Property Rights in and relating to the Units shall remain the exclusive property of Hessle Glazing, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
13. Termination
13.1 Without prejudice to any other right or remedy available to Hessle Glazing, it may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer if:
(a) the ability of the Customer to accept delivery of the Units is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control; or
(b) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the Customer’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer’s assets; or
(e) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
(f) the Customer ceases, or threatens to cease, to trade; or
(g) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
13.2 On the happening of any such event described in 13.1, if any Units have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.3 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
14. Force majeure
Hessle Glazing reserves the right to defer the Delivery Date, or to cancel the Contract if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of Hessle Glazing or any other party), failure of a utility service or transport network, act of God, onset of or during a pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).
15. Status of pre-contractual statements
By entering in to the Contract you acknowledge and agree that you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.
16. Assignment
16.1 Hessle Glazing may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
17. Third party rights
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
18. Governing law and jurisdiction
18.1 The Contract is in all respects governed by and to be construed and interpreted in accordance with the laws of England.