GENERAL

Mansfield Bifolding Doors is a trading style of Integra Window Systems Limited.  Any purchase and contract are with Integra Window Systems Limited.  The ‘company’ is Integra Window Systems Limited.

1. a) Integra Window Systems Ltd shall be called ‘the Company’ and ‘Head Office’ shall mean Mansfield Innovation Centre, Oakham Business Park, Hamilton Way, Mansfield, NG18 5BR. The ‘Purchaser’ shall mean the person, firm or company placing the order with the ‘Integra Window Systems Ltd. ‘Premises’ shall mean the ‘Purchasers’ business and / or delivery address.
2. b) All contracts between the parties shall be subject to these conditions. This agreement is made between the Company and the Purchaser and shall not be assigned without the Company’s written agreement.
3. This document contains all the conditions upon which the Company is prepared to enter into a binding agreement for the sale of goods specified in the schedule overleaf or on the order forms supplied by the Company or as may be supplied by the Purchaser. The placing of the first order by the Purchaser who has had notice of these conditions shall constitute acceptance by the Purchaser that these conditions apply to that and all contracts thereafter entered into by the parties and any terms or conditions proposed or stipulated by the Purchaser at any stage of any transaction between the parties shall not apply unless agreed in writing under the signature of a Director of the Company.
4. d) All orders shall be evidenced in writing, signed by an authorised representative of the Purchaser and where applicable submitted to Head Office on the printed order forms supplied by the Company.
5. The Purchaser acknowledges that before entering into an agreement for the purchase of goods from the Company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or, being a company of limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for a winding up order of the said company or to apply for the appointment of an administrator or exercise any other rights over or against said company’s assets.

PRICE

1. a) The price quoted excludes VAT. VAT will be charged at the rate applying at the time of delivery.
2. b) The quotations lapse after 30 days (unless otherwise stated), are for information only and do not constitute an offer by the Company. The Company reserves the right to withdraw the quotation within the said 30 days.
3. c) Rates of tax and duties on the goods will be those applying at the time of delivery.
4. d) At any time before delivery we may adjust the price to reflect any increase in the costs of supplying the goods.

ILLUSTRATIONS

Any illustrations, drawings and general description contained in the Company’s price list, advertisements, promotional literature and other similar documents are for the Purchaser’s general guidance only and shall not be binding in detail unless so stated by the Company.

 

MANUFACTURE

1. Manufacturing sizes are to be supplied by the Purchaser. These sizes will be taken as correct by the Company and any subsequent inaccuracies with the result in the manufacture being the incorrect size will result in an additional charge being levied against the Purchaser. The Purchaser must ensure that:

• the sizes and specifications are accurate;
• the goods prepared in accordance with those sizes or specifications or instructions will be fit for the purpose for which the Purchaser intends to use them;
• the specifications or instructions will not result in the infringement of any intellectual property rights of a third part, or in the breach of any applicable law or regulation.  

1. b) The Company reserves the right to make any changes in the specifications of its goods which are necessary to ensure they conform with any applicable safety or other statutory requirements. The Company also reserves the right to make without notice any minor modifications in its specifications as it thinks necessary or desirable.
2. c) Measurement of size, weight and the capacity of goods will be in accordance with normal trade usage and the Company shall not be liable for variation resulting from normal manufacturing processes.
3. d) The Company supplies glass sizes for the convenience of the Purchaser but the Company shall be under no liability in respect of, or arising out of, any inaccuracy thereon.
4. e) The Company shall not be liable for any verbal representation not forming part of a written order.
5. f) Where the Company supplies or offers goods in accordance with the Purchasers own design(s) or specification(s) then the Purchaser shall fully indemnify the Company against all claims, actions, penalties, costs and expenses to which the Company may become liable arising there from involving infringement of a patent, registered design, trade mark or trade name

 

CONDITIONS AS TO TITLE TO GOODS

1. a) The goods shall remain the property of the Company and title in these goods shall not pass to the Purchaser until the full amount due to the Company has been paid together with any interest and all other sums properly due. Until such time, the Company shall remain the sole and absolute beneficial and legal owner of the goods.
2. The Purchaser shall be entitled to sell such goods in the ordinary course of business on condition that the proceeds are received in trust for the Company and placed in a separate bank account free from lien or charge of the Bank or other person. Until title passes, the Purchaser shall hold goods as bailee. Any sale proceeds of incorporated goods are to be kept in a separate bank account with full details to be supplied to the Company.
3. Where goods are incorporated into or mixed with goods belonging to a person or persons other than the Purchaser then the resulting product shall be deemed to be owned by the Company in common with that other person and the Company shall be entitled to a due proportion of the sale thereof.
4. The Company may (without prejudice to any of its other rights) recover or resell the goods or parts thereof whichever is the earliest of the following:

• The expiration of the agreed period of credit if any.
• If the Purchaser, not being a company, commits an act of bankruptcy, makes a composition with creditors or does anything that would entitle a petition for bankruptcy order to be made.
• If the Purchaser, being a company, does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a winding-up petition or apply for an administration order.

1. The Purchaser must inform the Company (in writing) immediately if the Purchaser becomes insolvent.
2. If the Purchaser’s right to use and sell the goods ends the Purchaser must allow the Company to remove the goods.
3. The Company has the Purchaser’s permission to enter any premises where the goods may be stored:

• At any time, to inspect them; and
• After the Purchaser’s right to use and sell them has ended, to remove tem, using reasonable force if necessary.

1. Despite the Company’s retention of title to the goods, the Company has the right to take legal proceedings to recover the price of goods supplied should the Purchaser not pay by the due date.
2. The Purchaser is not the Company’s agent. The Purchaser has no authority to make any contract on the Company’s behalf or in its name.

PASSING OF RISK

1. a) The risk in the goods shall pass to the Purchaser when the Purchaser collects the goods or when the Company delivers the goods within the terms hereof to the Purchaser or other person to whom the Company has been authorised by the Purchaser to deliver the goods whether expressly or by implication.
2. The Purchaser must inspect the goods on delivery. If any goods are damaged (or not delivered), the Purchaser must write to tell the Company at the Head Office to tell it within three days of delivery (or the expected delivery time). The Purchaser must give the Company (and any carrier) a fair chance to inspect the damaged goods.
3. The Company shall not be liable for the safety of the goods thereafter and accordingly The Purchaser should insure the goods against such risk as may be commercially prudent.

 

DELIVERY

1. a) Delivery terms are subject to confirmation after the receipt of order.
2. b) Any time or date for the despatch of delivery of goods, or for the commencement or completion of work, whether specified in this contract or otherwise given by the Company, shall be taken as an estimate made by the Company in good faith which the Company will use its reasonable endeavours to fulfil but shall not be binding on the Company either as a term of contract or otherwise. Under no circumstances shall the Company be liable for any loss or damage (including indirect or consequential loss, or the increase in the price of the goods) sustained by the Purchaser in consequence of any failure by the Company to adhere to such despatch, delivery, commencement or completion, however caused.
3. c) The Company cannot accept orders under the penalty of late delivery and shall not be liable for delay in delivery of goods.
4. d) If the Purchaser accepts delivery of the goods after the estimated delivery time, it will be on the basis that the Purchaser has no claim against the Company for delay (including indirect or consequential loss, or increase in the price of the goods),
5. e) The Company may deliver the goods in instalment. Each instalment is treated as a separate contract.
6. f) The Purchaser shall at the Company’s request supply the Company with details necessary to effect delivery. If the Purchaser does not comply with the foregoing, it shall indemnify the Company against the loss, damage, or expense and the Company may cancel intended delivery and sell the goods to which such delivery is related, without prejudice to their right to claim damages for such Breach of Contract.
7. g) No claims for damage in transit shall be considered unless the Company is notified within the terms of the complaints procedure.
8. h) If the Company delivers to, or the Purchaser requests delivery to unattended premises, it is deemed that the goods are complete in every respect and in perfect condition. No claim against the Company for shortages or damage will be considered.
9. i) Where goods are offered or sold by the Company for delivery to site, the Company’s obligation shall be limited to the delivery of goods as near to the site and as is reasonably accessible by safe hard road. The Purchaser shall be responsible for providing free of charge any labour required to unload and stack goods delivered by the Company, but wherever possible the Company’s drivers will assist in such unloading if required to do so. Any such assistance shall be at sole risk of the Purchaser who shall indemnify the Company against any liability for any loss, damage or injury, howsoever caused, whether by negligence or otherwise which may arise in connection therewith.

 

LOSS OR DAMAGE IN TRANSIT

1. a) The Company shall not be liable for any loss or damage to the goods while in transit unless written notice is given by the Purchaser to the Company:
2. a) In the case of shortages or damage to the goods within 3 days of delivery date;
3. b) In the case of non-delivery of the goods, within 3 days of the date upon which the Purchaser was notified that the goods would be delivered.

      However if the Purchaser proves:

1. i) That it was not reasonably possible for him to give notice to the Company within the appropriate period; or
2. ii) Notice was given within a reasonable period;

      The Company may at its absolute discretion relax the time limits stipulated by this condition.

1. b) Any liability which the Company may incur for loss or damage to goods while in transit shall in any event be limited to the invoice value of goods.

 

 The Company shall not be liable for any indirect or consequential loss, however caused.

 

WARRANTIES

1. The Company warrants that:

• all its glass units shall meet the requirements of the Glass and Glazing Federation’s visual quality standard for installed insulating glass units constructed from flat transparent glass as at the date of delivery;
• all other goods as delivered are free from material defect.

1. The Company gives no other warranty (and excludes any warranty, terms or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
2. If the Purchaser believes that the Company has delivered goods which are defective in materials or workmanship, the Purchaser must:

• inform the Company (in writing), with full details, as soon as possible and in any event within 3 days of the delivery date; and
• allow the Company to investigate (the Company may need access to the Purchaser’s or the Purchaser’s customer’s premises)

1. If the goods are found to be defective in material or workmanship (following the Company’s investigations, and the Purchaser has complied with those conditions (in clause 9 c) in full, the Company will (at its option) replace the goods or refund the price.
2. The Company are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if the Company is negligent.
3. The Company’s total liability to the Purchaser in damages is limited to the price of the goods.

CARRIAGE

Carriage will only be used at the Purchasers request upon receipt at Head Office of The Purchaser’s written acceptance of all carriage conditions and charges.

STORAGE

If the Purchaser should, for any reason, fail to take delivery of, or collect, the goods within 14 days of notice from the Company that the same are ready for delivery or collection then:

1. a) The risk in such goods shall thereupon pass to the Purchaser.
2. b) The Company shall be entitled to charge a reasonable sum for the storage thereof.
3. c) Payment for such goods shall be due as if the same had been delivered or collected upon receipt by the Purchaser of such notice.

AVAILABILITY OF GOODS

All goods ex-stock are subject to their availability.

 

PAYMENT TERMS

1. a) Unless otherwise agreed in writing by Head Office, payment shall be with order and no manufacturing shall take place until all the payments are cleared through the Company’s Bank. .
2. b) All payment arrangements shall be communicated in writing to the Purchaser by Head Office. This document shall contain the payment conditions upon which the Company is prepared to enter into a binding agreement. Approval of any other payment conditions must be expressed by the Company in writing and signed by a Director of the Company prior to orders being placed.
3. c) Payment for account holding customers is strictly according to written agreement.
4. d) In the event of payments not being paid punctually, for whatever reason and irrespective of payment terms agreed, or if the Purchaser becomes insolvent, the Company shall be released from all existing and further contractual obligations to the Purchaser and the following sums shall become immediately due and payable:
5. a) Full list price of all goods delivered and / or invoiced.
6. b) Full list price of all goods partly or fully manufactured.
7. e) The Company reserves the right to charge daily interest on overdue accounts, until payment is received in full, at a rate equal to 8% per annum above the bank base lending rate as current from time to time, whether before or after judgement or if higher interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998

• Calculated (on a daily basis) from the date of the Company’s invoice until payment;
• Compounded on the first day of each month; and
• Before and after any judgement (unless a court orders otherwise);

1. f) The Company may claim fixed compensation from the Purchaser under s.5A of the Act to cover the Company’s credit control overhead costs the Company may recover (under clause g) the cost of taking legal action to make the Purchaser pay.
2. g) The Purchaser must indemnify the Company in full and hold it harmless from all expenses and liabilities the Company may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by the Purchaser of any of its obligations under these terms.

CANCELLATIONS

Orders placed by the Purchaser are not subject to cancellation either wholly or in part except when written notice of cancellation is communicated to Head Office within 24 hours of an order being placed and where the Company gives written consent to the cancellation. Such consent will be given upon terms that the Purchaser shall reimburse the Company for any loss or expense occasioned by the cancellation.

VARIATION

Any variation of the details on the order form must be communicated to Head Office in writing before production commences. If production has commenced, the Purchaser must stand the full cost incurred by the Company as a result of variation.

COMPLAINTS PROCEDURE

1. In the interests of efficiently dealing with any query, written notice of any enquiry or complaint must be communicated to Head Office.
2. The Purchasers shall inspect goods immediately on their arrival at the agreed point of delivery and shall within 3 days of the arrival date, give notice in writing to the Company of a complaint. The making of such a claim shall not entitle the Purchaser to cancel the balance of any order or delay any payment.
3. If the Company and the Purchaser cannot resolve the complaint then both parties agree to refer the complaint to an appropriate third party for resolution. The parties agree to the following independent third parties:
4. i) glass complaints: the Glass and Glazing Federation;
5. ii) plastic complaints: Deceuninck Ltd;

iii) any other complaints to an appropriate third party as nominated by the Company;

The Company and the Purchaser agree to be bound by the findings of the third party and shall have no further recourse.

1. The Purchaser shall not be entitled to receive credit for any allegedly defective goods which the Company ultimately accepts as being defective until such goods have been returned to or inspected and accepted by the Company as being defective.

 

WAIVER

1. Forbearance or indulgence by the Company shown or granted to the Purchaser whether in respect of these Conditions of Sale or otherwise, shall not affect or prejudice the rights of the Company against the Purchaser or be taken as a waiver of any of these Conditions of Sale.
2. Any waiver or variation of these terms is binding in honour only unless:

• made (or recorded) in writing;
• signed on behalf of each party; and
• expressly stating an intention to vary these terms.

 

All orders that the Purchaser places with the Company will be on these terms (or any terms that we may issue to replace them). By placing an order with the Company, the Purchaser is expressly waiving any printed terms it may have to the extent that they are inconsistent with the Company’s terms.

 

CONSEQENTIAL LOSS

 

The Company shall not be liable for any indirect or consequential loss, financial loss, loss of profits or loss of use sustained by the Purchaser arising from the contract or the supply of goods or their use howsoever arising even if the Company is negligent.

 

FORCE MAJEURE

 

1. If the Company is unable to perform its obligations to the Purchaser (or able to perform them only at unreasonable cost) because of circumstances beyond the Company’s control, the Company my cancel or suspend any of its obligations to the Purchaser, without liability.
2. Examples of those circumstances include act of God, accident, explosion, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

 

GENERAL

 

1. English Law is applicable to any contract made under these terms. The English and Welsh courts have exclusive jurisdiction..
2. If the Purchaser is more than one person, each of you has joint and several obligations under these terms.
3. All implied terms under all Sales of Goods legislation are hereby expressly excluded from the contract between the Company and the Purchaser
4. If any of these terms are unenforceable as drafted:

• it will not affect the enforceability of any other of these terms and
• if it would be enforceable if amended, it will be treated as so amended.

1. The Company may treat the Purchaser as insolvent if:

• The Purchaser is unable to pays its debts as the fall due; or
• The Purchaser (or any item of its property) become the subject of:
• any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
• any application or proposal for any formal insolvency procedure; or
• any application, procedure or proposal overseas with similar effect or purpose.

1. The Company may terminate the Purchaser’s contract in the event that it is insolvent or has not paid any sum to the Company on the due date.
2. All brochures, catalogues and other promotional materials are to be treated as illustrations only. Their contents form no part of any contract between the Company and the Purchaser and the Purchaser should not rely on them in entering into any contract with the Company.
3. Any notice by either party which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
4. No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
5. The only statements upon which may rely in making the contract with the Company, are those made in writing by a Director of the Company and either:

• contained in our estimate and not withdrawn before the contract is made; or
• which expressly states that the Purchaser may rely on them when entering into the contract.

1. Nothing in these terms affects or limits the Company’s liability for fraudulent misrepresentation.