1. Application of these Conditions
1.1 We intend to rely upon the Conditions set out in this document. If you request any changes to these Conditions and we agree to make them, we will record such changes in writing and send you a copy. This Contract will be concluded and become legally binding only when the Sashed Purchase Agreement and Statement of Work has been signed by the named person(s) printed at the top of a Sashed Purchase Agreement.
2. Quotations and Orders
2.1 Any Quotation given by us is valid for the period stated on the front of the quotation.
2.2 The Quotation forms part of the Purchase Agreement. It is your responsibility to ensure the accuracy of the description of the Goods set out on the Purchase Agreement and Statement of Work and to inform us of any amendments required in writing to firstname.lastname@example.org
2.3 We constantly strive to improve our products and services and therefore reserve the right to make technical changes to the Goods or Services which are deviations from the original specification for the improvement of our product.
2.4 Where you have instructed us to manufacture goods without a site survey, you will be required to approve in writing the details and dimensions detailed in the Purchase Agreement. In these circumstances, you will take full responsibility for the measurements and specifications detailed.
2.5 We reserve the right to use photographs taken in relation to the project, before, during and after installation at your property for marketing purposes. These may be used online or in printed materials.
3. Survey and Installation
3.1 If we are installing the Goods we will survey your property, we may also decide to survey your property for supply only. The survey will be done at our sole expense and we will carry out the survey at a mutually agreeable time.
3.2 The final measurements will be taken from opening sizes available to us at the time of the site survey. If openings are to differ from the existing, or the openings are to be newly formed, we must be informed in writing (email@example.com), prior to manufacturing commencing. We cannot accept responsibility for incorrect sizes if opening sizes are changed subsequent to our final survey being carried out and we have not been informed of these in writing.
3.3 Any survey we carry out is NOT a full structural survey of your property and will relate only to the installation of the Goods and to items which can be reasonably established from a non-destructive examination. The Price is calculated on the assumption that your property is structurally sound and that there are no factors that would make our performance of the Contract more difficult than might reasonably be anticipated at the time you signed the Contract. If you are in any doubt about the condition of your property you are advised to obtain your own independent survey. We reserve the right to remove render, plaster, architraves, beading and linings at time of survey in order to establish correct manufacturing dimensions. Any damage will be made good upon installation.
3.4 If any technical problems with your property are discovered at the time of installation of the Goods which were not nor could reasonably have been found during our survey of your property, we reserve the right to increase the Price to cover any additional work required as a result by giving you notice in writing. Such notice will include an explanation of the need for the increase in the Price. If we give you notice increasing the Price under this clause 3.4 you have the right to cancel the Contract but you will be obliged to pay us for any Services already performed and any Goods that have already been installed or are already in the process of being manufactured in readiness for installation pursuant to the Contract and you will be obliged to take delivery of those Goods at your property. We will be entitled to retain the Deposit and any Interim Payments by way of payment or part-payment as the case may be of any amount due from you to us.
4. Cancellation of the Contract
4.1 You may cancel the Contract by giving us written notice at any time before you make the initial payment. If you wish to cancel you must not make the initial payment.
4.2 If you do not exercise your right to cancel under clause 4.1 above, you have no right to cancel the Contract under this clause 4 unless we agree to cancel the Contract at your request in which case you must pay any reasonable losses and costs we suffer because of your cancellation, including (without limitation) any manufacturing costs and any loss of profit and we will be entitled to retain part or all of your initial payment to cover any such losses and costs.
4.3 If the Goods are sold or provided in phases, each phase shall be a separate contract and no cancellation or termination of any other contract relating to a phase shall entitle you to repudiate or cancel this Contract or any other contract relating to another phase.
4.4 In certain situations it may be necessary for us to cancel Your order. This may be due to a production issue with our manufacturing plant, or other circumstances outside of our control. In the event of this occurring We will notify you via e-mail and re-pay any money received from you on order placement.
4.5 We will not be liable for any compensation payment in the event of order cancellation by us.
5. Price and payment
5.1 The Price payable and the dates on which payments are due are shown on the Purchase Agreement.
5.2 Unless stated otherwise on the Purchase Agreement, the Price takes into account any discount, rebate or offers. You will not be entitled to any reduction in Price if we make any promotional offers on Goods after the date of the Contract.
5.3 Unless expressly stated otherwise on the Purchase Agreement we require payment of 50% of the Goods upon order. The 50% balance of the Goods Price is due immediately prior to delivery. If, by agreement, the Goods are delivered in phases, payment for each delivery is due immediately prior to delivery of that phase.
5.4 Payment must be made by bank transfer (BACS), debit or credit card (Visa and Mastercard only). For security reasons, credit card payments must be telephoned to our accounts department.
5.5 We do not accept payments by cheque or cash.
5.6 Payment for fitting services is due in full on completion of the installation. You will be invoiced on completion for immediate payment.
5.7 If you fail to pay any sum owed to us under the Contract by the date it falls due then without limiting any other right or remedy available to us, we may:-
5.7.1 cancel the Contract or suspend any further deliveries of Goods or the provision of Services to you, such cancellation or suspension shall not obviate your obligation to make payment under the Contract;
5.7.2 use any payment made by you for any Goods or Services supplied under any other contract between you and us either towards a payment due under this Contract or otherwise towards any other debt owed by you to us as we see fit; and charge you interest on such outstanding sum from the due date for payment at the annual rate of 3% above the base lending rate of The Royal Bank of Scotland plc, accruing on a daily basis until payment in full is made, whether before or after any judgement.
5.8 If scaffolding is required, there will be an additional cost, we would aim to include an estimate in your quotation. The scaffolding will not be alarmed, unless you specifically request that it is, for which extra charges would apply. Scaffolding is provided for the sole use of Sashed Limited fitters and cannot be accessed by others without written permission from our scaffolding contractor. Extra charges may apply for the scaffolding to be accessed by others.
6. Delivery of goods
6.1 We will use all reasonable efforts to meet delivery dates we set out on the Contract but any such dates and times are intended to be estimates only.
6.2 We will not be liable for any loss or damage resulting from a delay in the delivery of the Goods in circumstances where there is no breach of a legal duty of care owed to you by us; or such loss or damage is not a reasonably foreseeable result of any such breach; or the loss or damage results from a breach by you of any term of the Contract.
6.3 You agree to allow us access to your property to deliver the Goods as soon as practicable after you have been advised that the Goods are ready. If you have not given us access to your property for this purpose within 15 days of being informed that the Goods are ready for delivery, then (without affecting any other rights we may have) you must immediately pay the whole of the outstanding balance of the Price. We will be entitled to recover from you any reasonable losses, costs and expenses we incur as a result of your failure to take delivery of the Goods including (without limitation) any costs of storage of the Goods.
7. Risk, Title and Insurance
7.1 Risk of damage to or loss of the Goods shall pass to you at the time of delivery of the Goods to your property. It is your responsibility to insure the Goods from the time they are delivered to your property. Once received on site and in storage before installation it is your responsibility to protect all products against the elements and physical damage.
7.2 Ownership of the Goods will pass to you once we have received payment in full of the Price from you. Until then, the Goods remain our property but that will not prevent us from recovering payment from you of any amounts due under the Contract.
7.3 Any Guarantee and/or Warranty will only be validated and activated once full payment of the contract(s) has been received by us.
8. Specifications of Goods
8.1 Unless specified otherwise in the Statement of Work on the Purchase Agreement, all work will conform to our standard product manufacturing detail which is available on our Website (www.sashed.com) for each individual product.
8.1.1 Notwithstanding the timber specification on the Schedule of Work, internal beads are manufactured from softwood made of finger jointed pine or Meranti hardwood.
8.1.2 We will not decorate or redecorate any existing window/door frames, sashes, architraves, liners or window board on which we work. We will touch up any bare timber exposed by us with white undercoat.
8.2 We agree to make good to a standard which will accept redecoration any damage we cause in the course of our work to sound plaster, coving, render or brickwork, which immediately surrounds any window or door on which we work.
8.3 You are responsible for ensuring that your property is structurally sound, in good condition and free from material defects. We cannot be held responsible for any damage caused or extra work required if this is not so.
8.4 We will take reasonable care to keep intact any panes or frames from old windows and doors and any secondary glazing that you tell us you wish to retain but such items are fragile and prone to breakage on removal. Accordingly we will not be liable for any damage or total loss of such items during or following their removal unless caused directly by our negligence.
8.5 Any specifications, statistics, advice or other information given to you by us regarding any glass we supply is either quoted from or based on information provided to us by the manufacturer and relates solely to the glass itself. Such specifications, statistics, advice and information do not relate to or take account of the acoustic properties or performance of your building so it is possible that the installation of the glass may not meet your expectations in relation to noise reduction or sound proofing.
9. Limitation of Liability
9.1 The following provisions set out the limits on our liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of any breach of the Contract or these Conditions, any use made by you of any of the Goods, or of any product incorporating any of the Goods; any representation, including but not limited to our website www.sashed.com, statement or act or omission of the Company including negligence arising under or in connection with the Contract.
9.2 The Guarantees set out in the Guarantees document are the only warranties given to you by us in relation to the Goods and Services. All other representations, warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract
9.3 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence; or under Part 1 of the Consumer Protection Act 1987; or for any matter which it would be illegal for us to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation; or for any liability incurred by you as a result of any breach by us of the condition as to title or the warranty as to quiet possession implied by either section 12 of the Sale of Goods Act 1979 or by section 2 of the Supply of Goods and Services Act 1982. Subject to clauses 9.2 and 9.3.
9.3.1 Our liability for any breach of the Contract or negligent act or omission or any other claim you may have against us relating to the Contract shall be limited to reimbursing the Price (or that part of the Price that has been received by us.
9.3.2 We will not be liable to you for any pure economic loss, loss of profit, loss of business or depletion of goodwill whether direct or indirect, or for any loss or damage which was not reasonably foreseeable or contemplated by us at the date of the Contract.
9.4 If the performance of our obligations under the Contract is prevented or delayed by any act or omission of yours or your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
10. Your Obligations
10.1 In order for us to perform our obligations under the Contract you will, at your expense:
10.1.1 comply with our reasonable requests relating to the supply of the Goods and the Services, including but not limited to any requests relating to compliance with health and safety rules and regulations;
10.1.2 prepare and maintain your property for the delivery of the Goods and the supply of the Services (including identifying, monitoring, removing and disposing of any hazardous materials from your property in accordance with all applicable laws, before and during the supply of the Services) and inform us of any such actions that you have carried out; inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your property; obtain and maintain all necessary licences and consents, including but not limited to planning permissions, listed building consent, building regulations consent, and comply with all relevant legislation in relation to the supply of the Goods and Services.
10.2 If at your request we manufacture and/or supply the goods and services prior to you obtaining any of the licences or consents referred to in clause 10.1.2, you will have to pay the full purchase Price even if any such licences or consents are subsequently not granted.
10.3 If the supply of goods or services is interrupted or delayed by you, we reserve the right to increase the price to reflect any additional time our tradesmen are engaged in providing the services.
10.4 Unless specified in the Purchase Agreement and Statement of Works you will be responsible at your own expense for the removal, replacement and/or alteration, if required, of any fixtures and fittings or other items that we require to be moved in order to install the goods and supply the services including but not limited to curtains, shutters, grills, blinds, pelmets, and soft furnishings, the lifting and refitting of carpets, the repositioning of telephone or burglar alarm fittings and any other electrical connections, aerials, gas or water installations.
If you do not comply with this requirement under clause 10.4 we reserve the right to postpone or suspend the supply of the services until you have done so and to charge you for time lost by our fitters in attending your property and being unable to work. If you require our fitters to move any such items on your behalf, this may result in an increase in the price to cover our additional time spent in doing so. We will notify you of any such increase before our fitters move any such items unless it is impractical to do so without delaying the supply of the goods and services. If our fitters move any of your items they will use all reasonable care and skill to do so.
11.1 We may assign the Contract or any part of it to any person, firm or company provided your rights under the Contract will not change as a result of such assignment. You shall not be entitled to assign the Contract or any part of it without prior written consent from us.
12. Force Majeure
12.1 We will not be in breach of our obligations under the Contract if we are prevented from or delayed in the carrying on of our business or the performance of our obligations under the Contract by any circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
13.1. No variation of these terms and conditions shall be valid unless it is in writing and signed by both the Client and Sashed Ltd.
14.1. Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
14.2. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
14.3. A waiver (which may be given subject to conditions) of any right or remedy provided under this agreement shall only be effective if it is in writing and shall apply only for the specific circumstance for which it is given. It shall not prevent the Party who has given the waiver from subsequently relying on the right or remedy in other circumstances.
14.4. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
15.1. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable:
15.1.1. that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected; and the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
16. Governing Law
16.1 This contract is subject to English Law and the exclusive jurisdiction of the English courts. We reserve the right to change these Terms and Conditions without prior notice.
Sashed LTD – Last updated: 1st September 2016