Unique Window Systems Ltd – Terms and Conditions of Sale

 

 

Basis of Contract

Your order (whether placed (i) electronically through our online portal or by email; (ii) by way of posted or faxed order form; or (iii) in person at our trade counter) constitutes an offer by you to purchase windows and doors (Goods) (and where indicated, installation thereof) in accordance with these terms and conditions (Order).
The Order shall only be deemed to be accepted when we issue a written acceptance of the Order or give some other positive acknowledgement of acceptance, at which point a contract between you and us shall come into existence for the purchase of the Goods (and where indicated, installation thereof) in accordance with these terms and conditions (Contract).
If you are a Consumer (as defined by the Consumer Rights Act 2015) then you acknowledge that the cancellation rights provided in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 in respect of distance and off-premises contracts do not apply to contracts for the supply of any goods made to a Consumer’s specification.
You are responsible for ensuring that the terms of the Order and any specification included within it or attached to it (Specification) is complete and accurate in all respects. We may provide you with guidance in respect of the Order and the Specification but any such guidance shall not be advice on which you can rely.
Any samples, drawings, descriptive matter or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
Where we allow you to access our online portal to place Orders, we will provide you with a user ID and password and you must keep these secure and notify us immediately in the event of any disclosure to a third party. You agree that you shall be bound by all Orders placed using your user account.
These terms and conditions apply to the Order to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation for the Goods given by us shall not constitute an offer capable of acceptance. Any quotation shall only be valid for a period of 48 hours from its date of issue.

Delivery

Where the Order states that we are delivering the Goods, we shall deliver them to the mainland UK location set out in the Order or such other location as you and we may agree (Delivery Location) at any time after we notify you that the Goods are ready. In all other circumstances, you shall collect them from our premises within three working days of us notifying you that the Goods are ready.
Delivery is completed on the completion of unloading of the Goods at the Delivery Location or upon them being loaded onto transport arranged by you from our premises.
You acknowledge that our fabrication of the Goods is dependent upon supplies of goods and services from many of our own suppliers and we are unable to agree fixed delivery dates. Any dates quoted for delivery or installation are approximate only, and you shall not be entitled to cancel your Order by reason of late delivery or installation.
If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. If we have agreed to install the Goods but fail to do so, our liability shall be limited to the costs and expenses incurred by you in arranging for a third party to install the Goods (less any refund given by us at our discretion in respect of such failure).
We shall have no liability for any failure to deliver or install, or delay in delivering or installing, the Goods to the extent that such failure or delay is caused by any event or circumstance beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply or installation of the Goods.
If you fail to collect or accept delivery of the Goods within three working days of us notifying you that the Goods are ready, then, except where such failure or delay is caused by our failure to comply with our obligations under the Contract:
delivery of the Goods shall be deemed to have been completed at 9.00 am on the third working day after the day on which we notified you that the Goods were ready; and
we shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
If ten working days after the day on which we notified you that the Goods were ready for delivery you have not collected or accepted actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

Installation

This clause 3 applies only where the Order indicates that we have agreed to install some or all of the Goods.
You must allow our employees, agents or sub-contractors to attend the installation site on the agreed dates in order to install the Goods.
The Goods and any of our tools or other property we deliver to the installation site will be your responsibility as soon as we have delivered them.
You acknowledge that the price set out on the Order is quoted on the basis that the installation site has no inherent structural defects, environmental issues, Health and Safety issues or other factors likely to impede the successful installation of the Goods (each a Site Defect). In the event that any Site Defect is found at the installation site:
we shall be entitled to suspend installation of the Goods with no liability to you until the matter has been remedied (at your cost) to our reasonable satisfaction; and
you shall indemnify us and keep us indemnified in respect of all costs and expenses we incur (including but not limited to sub-contractors’ costs) as a result of any such suspension.
We will make good any damage to any property caused by us in the course of installation, except that:
we shall have no liability whatsoever to you for any damage caused (whether by us, our employees, agents or sub-contractors) to concealed electrical cable, conduits or pipework whose location has not been clearly marked or otherwise brought to our attention; and
we are not responsible for the cost of repairing any pre-existing faults or damage to the relevant property (including but not limited to brickwork or tiles found to be in poor condition) that we discover in the course of installation by us.

Quality

We warrant that on delivery or collection (or where the Order indicates that we are installing the Goods, upon their installation) the Goods shall:
conform in all material respects with their description and the Specification;
be free from material defects in design, material and workmanship; and
where we are installing them, be installed with reasonable care and skill.
Other than where we are installing the Goods, you agree that you shall unwrap (where applicable) and inspect the Goods immediately on collection or delivery of them.
Subject to clause 4.4, if:
you give notice in writing to us as soon as possible following your discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1 (and in any event within 24 hours of delivery or collection, or where the Goods are installed by us, within 30 days of installation);
we are given a reasonable opportunity of examining such Goods; and
(if requested by us) you return such Goods to our place of business,
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 4.1 in any of the following events:
the defect is notified to us during or after installation of the Goods and the Goods were not installed by us or our sub-contractors;
you make any attempt to install or otherwise tamper with such Goods after giving notice in accordance with clause 4.2;
the defect arises because you failed to follow our oral or written instructions as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
you alter or repair such Goods without our prior written consent;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Unless you are a Consumer then:
except as provided in this clause 4, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 4.1; and
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 Contract.
You acknowledge that all glass is subject to slight discolouration and we shall have no liability to you whatsoever for any minor imperfections in glass arising during the manufacturing process.
In respect of aluminium Goods, clauses 4.1(a) and 4.1(b) shall not apply to the appearance of edges, deep recesses and any surfaces that are not essential to the appearance and operation of the Goods. In respect of all other surfaces of aluminium Goods, clauses 4.1(a) and 4.1(b) shall be construed to mean:
the organic coating shall not have any scratches through to the base metal;
when the organic coating is viewed at an angle of approximately 60° to the upper surface, none of the following defects shall be visible from a distance of 3 metres: excessive roughness, runs, blisters, inclusions, craters, dull spots, pinholes, pits scratches or other significant flaws; and
when viewed from the outside at a distance of 5 metres or from the inside at a distance of 3 metres, the organic coating shall appear to be of even colour and gloss.
The provisions of this clause 4 are in addition to any separate written guarantee relating to the Goods which we may make available to you from time to time.
These terms and conditions shall apply to any repaired or replacement Goods supplied by us.

Title and risk

The risk in the Goods shall pass to you on your collection or on completion of delivery.
Title to the Goods shall not pass to you until the earlier of:
us receiving payment in full (in cash or cleared funds) for the Goods;
the Goods being installed; or
you being required to transfer title to the Goods to your customer, in which case title to the Goods shall pass to you immediately prior to such transfer.
Until title to the Goods has passed to you, you shall:
store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify us immediately if you become subject to any of the events listed in clause 7.1; and
give us such information relating to the Goods as we may require from time to time.
If before title to the Goods passes to you, you become subject to any of the events listed in clause 7.1, then, without limiting any other right or remedy we may have:
your right to install the Goods or transfer title to the Goods to your own customer ceases immediately; and
we may at any time:
require you to deliver up all Goods in your possession that have not been resold or installed; and
if you fail to do so promptly, enter any of your premises or the premises of any third party where the Goods are stored in order to recover them.

Price and payment

The price of the Goods shall be the price set out in the Order.
We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, increases in oil, aluminium, glass and other material costs and increases in any other manufacturing costs);
any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
The price of the Goods:
excludes amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
unless stated otherwise in the Order, excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.
We may, at our discretion, agree credit terms with you from time to time. Any credit terms offered by us are subject to us undertaking such credit checks as we consider necessary and may be withdrawn by us at any time. Where we have agreed credit terms, we shall invoice you (and you shall pay our invoices) in accordance with such agreed credit terms. In all other circumstances, we may invoice you for the Goods at (or following) the time of your Order, and our invoice is payable immediately.
Payment shall be made to the bank account indicated in writing by us from time to time.
If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate prescribed pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 together with any costs and expenses (including legal costs) incurred by us in respect of the collection of any overdue amounts. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

Termination

Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 28 days of being notified in writing to do so;
you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business; or
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
Without limiting our other rights or remedies, we may suspend provision (or installation) of the Goods under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 7.1(a) to clause 7.1(c), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under the Contract on the due date for payment.
We shall be entitled to terminate the Contract without liability to you (other than a refund of any price paid in advance) if we are no longer able to supply the relevant Goods for reasons beyond our reasonable control, including but not limited to the withdrawal by our suppliers of products or components required by us in order to supply the Goods.
On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest.
Termination of the Contract shall not affect any of our rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
Any provision of the Contract 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.

Limitation of liability

Where you are a Consumer:
If we fail to comply with these terms and conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the terms and conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable nor are we responsible for any loss or damage arising in respect of any business carried out by you. Loss or damage is foreseeable if it were an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into the Contract.
Our total liability to you in respect of all losses arising under or in connection with your Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by you for the Goods.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the Goods.
The remainder of this clause 8 applies only where you are not a Consumer.

Nothing in these terms and conditions shall limit or exclude our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Subject to clause 8.2:
we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

Force majeure

We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from an event or circumstance beyond our reasonable control.

 

General

We will use your personal data (or that of your employees or representatives in accordance with our privacy policy at https://www.uws.co.uk/privacy-policy/). If you are a business, we may pass your personal information to credit reference agencies (who may keep a record of any search that they carry out).
You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. Neither you nor we shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Order or these terms and conditions. Neither you nor we shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Order or these terms and conditions.
No variation of the Contract shall be effective unless it is in writing between us.
No failure or delay by us to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its residential address (if a Consumer) or principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email (to such email address as may be set out in the Order). A notice or other communication shall be deemed to have been received: if delivered personally, when left at the relevant address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one working day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
No one other than a party to the Contract and its lawful assignees shall have any right to enforce any of its terms.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Interpretation

In these terms and conditions:

a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes faxes and emails.