1.1 In these Terms of Business the following words have the following meanings:
a. ‘Agreement’ means this agreement and all its terms to which the parties are bound by.
b. ‘Cancellation Period’ means the period of time in which You may after delivery of Goods cancel this Agreement.
c. ‘Code of Practice’ means the Glass & Glazing Federation (GGF) Consumer Code of Practice. Code of Practice
d. ‘Consumer’ as defined in the Consumer Contracts Regulations 2013 and the Consumer Rights Act 2015.
e. ‘Date of Delivery’ means the date the Goods are delivered to You, if the Goods are delivered in multiple deliveries this is the date of the last delivery.
f. ‘Delivery’ means transportation of Goods from SGC or its authorised agent to You or to the destination point agreed by SGC at the time of SGC’s acceptance of the Order.
g. ‘Delivery Period’ means the period of Delivery agreed between You and SGC, or if not agreed a reasonable period after the Date of the Agreement.
h. ‘Deposit Indemnity Fund’ means the Glass & Glazing Federation (GGF) Deposit Indemnity Fund. Deposit Indemnity Fund
i. ‘Distance Contract’ is as defined under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 as amended (“Consumer Contracts Regulations 2013”).
j. ‘Duration’ means the period (or any extended period) in which You and SGC have agreed for the Work to be carried out. If no Duration has been agreed, the Duration shall be a reasonable time in which to carry out the Work.
k. “Estimate” an estimate or quotation of the costs and of details of the Work provided by SGC to You before the date of the Order.
l. ‘Goods’ means any Goods supplied and delivered in accordance with the Work requested by You as described by the drawings, specification and the SGC Estimate.
m. ‘Made to Measure’ means any product created to the non-standard sizes or specification of the You.
n. ‘Off-Premises Contract’ is as defined under the Consumer Contracts Regulations 2013 as amended.
o. ‘On-Premises Contract’ is as defined under the Consumer Contracts Regulations 2013 as amended.
p. ‘Order’ means your instruction to SGC to supply Goods or to carry out the Work.
q. ‘Price’ means the amount You will pay to SGC for carrying out the Work which is detailed in the SGC Estimate letter or agreed with SGC on acceptance of the offer made by You.
r. ‘Property’ means the property on which the Work is carried out.
s. ‘SGC’ & 'We' & 'Us' means Salisbury Glass Centre Limited, company registration number 1256872 of the trading address Newton Road, Churchfields, Salisbury, Wiltshire, SP2 7QA.
t. ‘ Trade Customer’ a customer involved in a business to business transaction with SGC.
u. ‘Work’ means the work requested by You and/or the supply and delivery of Goods requested by You as described by the drawings, specification and the SGC Estimate. If there are any discrepancies between the drawings, specification and the SGC Estimate, the SGC Estimate will take precedence as to the Work that has been allowed for within the Price.
v. ‘You’ & ‘Your’ means a person company firm or any other legal entity on whose behalf the Order has been placed with SGC.
2.1 By law, the Consumer Contracts Regulations 2013 and Consumer Rights Act 2015 say that We must give You certain key information before a legally binding contract between You and Us is made (see see italic list below). We will give You this information in a clear and understandable way. Some of this information is likely to be obvious from the context. Some of this information is also set out in this Agreement.
Information we will give You
2.2 The key information we give You by law forms part of this contract (as though it is set out in full here).
2.3 If We have to change any key information once a legally binding contract between You and Us is made, We can only do this if You agree to it.
3.1 An Order or Orders are accepted by SGC exclusively upon these Terms of Business and no other conditions or representations whatsoever referred to in negotiations or set out in the Order or Orders or otherwise shall be incorporated into the Contract unless the SGC expressly so agrees in a written memorandum signed on behalf of SGC or except as is set out in SGC’s advertising and marketing material as referred to in the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 and as stated in the ‘information We give You section above’.
4.1 No Order by You shall form part of or constitute a contract between You and SGC unless the same has been accepted by SGC.
4.2 All written Orders received by SGC shall be subject to these Terms of Business and any acceptance of any Order by SGC shall be so subject unless the same shall have been varied in writing by SGC and a memorandum thereof signed on behalf of SGC.
4.3 Any cancellation of an Order (or part of an Order) by You must be in writing. In the case of any cancellation You may be released in accordance with the time limits as set out in these Terms of Business.
5.1 In respect of the Work carried out on the Property by SGC:
a. This Agreement incorporates the description of Work and any Goods and materials in the Estimate.
b. SGC will not be responsible for any changes in the Property (between the date when SGC inspected the Property for the purposes of preparing the Estimate and the date when the Work began) which may affect the performance of this Agreement (whether reasonably foreseeable or not) and You shall indemnify SGC against any costs or damages which may arise as a result of any such changes.
c. The Price does not include the cost of obtaining any consents required to carry out the Work including but not limited to planning permission, building regulation approval, listed building consent, fire authority approval or landlord’s consent except where specified in the Estimate.
d. Estimates for Work are given on the basis that the Property is soundly constructed and capable of accepting the Work in the manner proposed in the Estimate and without any other work of any kind being required. If any further work is required in addition to that detailed in the Estimate then it will be charged at the SGC’s normal rates in addition to the estimated Price for Work.
e. All measurements in the Estimate and any accompanying schedules are approximate and should not be used for any purpose other than in connection with the Work. Colours, materials, glazing and other treatments and appearances will be the nearest commercially available in all respects to that stated in the Estimate. SGC nevertheless reserve the right to change such items to take advantage of technical developments, improvements or modifications which SGC (acting reasonably) considers desirable or to take account of non-availability of materials to ensure compliance with the relevant health and safety and statutory requirements.
6.1 You shall be responsible for obtaining all statutory and regulatory requirements including but not limited to planning permissions, listed building consent, building regulations approval fire authority approval, landlord’s consent and party wall consent necessary for completion of the Work unless otherwise stated in the SGC Estimate.
6.2 It is agreed that You will indemnify SGC from and against proceedings, claims, actions and costs that it may incur as a result of the Work in the absence of such consents or approvals.
6.3 Unless stated in the SGC Estimate You will allow SGC free provision of electricity and water necessary to complete the Work.
6.4 The Price has been estimated on the basis that the Work will not be interrupted by You or any third party acting with the approval or consent of You. If as a result of non-compliance SGC incurs any additional costs and expenses then these will be payable by You at its current rates in force on production of SGC’s invoice.
6.5 SGC will remove and dispose of all replaced existing doors, windows and/or frames unless You advise otherwise.
7.1 SGC will:
a. In consideration for payment of the Price SGC agrees to carry out the Work with due diligence and with all reasonable speed in a proper and workmanlike manner.
b. Use materials of reasonable satisfactory quality and ensure compliance with the visual quality standards of the Glass & Glazing Federation. Visual Quality Standards
c. Supply and deliver Goods that are in conformity with the Agreement, fit for purpose and within the Delivery Period.
d. Start and finish the Work within the Duration or any reasonable extended period.
e. SGC will observe the Code of Practice when dealing with You.
f. A copy of the Code of Practice is carried by our representative and/or is available, on request, from SGC or can be downloaded from our website. Code of Practice
g. A survey will take place at a time agreed by You and SGC or if not agreed a reasonable period after the Agreement is signed.
h. If the Work is not commenced within the estimated installation period notified by SGC you may write to SGC requiring the Work to be completed within 6 weeks or such other period agreed (in writing) between You & SGC`. If the Work is not completed within this extended period You may cancel the outstanding Work covered by the Agreement without penalty to You by sending SGC a letter advising SGC of your wishes. SGC recommend that you send this letter by recorded delivery. In addition You will be entitled to a refund of any monies which represent a payment for the installation of materials by SGC in excess of any Work actually carried out by us. However if SGC carried out any Work to a value which exceeds any payment made by You, SGC will be entitled to the payment of the difference. In the event of cancellation You are entitled to deduct any additional amount which can be shown if You have to pay more than the Price to others to complete the installation. In any of the cases within this clause the value of the Work will be agreed by You and SGC
i. SGC will be liable for any damage caused to your Property, except decoration, which was not necessary for the completion of the Agreement and such damage was caused by SGC not exercising reasonable care and skill.
8.1 You will:
a Allow SGC unhindered access to the Property for the purpose of carry out the Work at all reasonable times and ensure that the access is suitable and safe. SGC will use reasonable care and skill when accessing the site but SGC relies upon You to tell us if the access is suitable and safe. SGC will not be held liable for damage to the access, and the surrounding area, authorised by You for access.
b Make payments in accordance with this Agreement.
c. Comply with the obligations required in this Agreement and to accept products in compliance with the visual quality standards of the Glass & Glazing Federation. Visual Quality Standards
d. You will notify SGC of any complaint and give SGC reasonable opportunity to remedy any complaint.
e. You will allow installation to commence within the estimated installation period. If within 6 weeks of the end of the estimated installation period You are unable to accept an appointment for installation 80% of the Price will be paid and installation or delivery will follow as soon as is reasonably practicable by agreement between You & SGC.
f. Upon completion of Work you will within 7 days attend a final inspection of Work with a representative of SGC.
g. SGC reserves the right to require an additional payment if You do not attend a final inspection meeting with the said period of 7 days.
h. You agree that SGC may make relevant financial enquiries and/or take up references to establish Your credit worthiness.
9.1 The Price will exclude VAT (unless specifically stated as included).
9.2 VAT will be charged at the rate ruling at the time of delivery.
9.3 The Price for the Work may increase or decrease if You make changes to the Work.
9.4 In the event that You ask SGC to attend the Property after completion of the Work to investigate or repair a potential defect SGC may require a payment in advance from You to cover the costs of SGC’s attendance at the Property and any work carried out.
Where the repairs are covered by the warranty referred to in clause 18 any costs paid by You to SGC will be refunded.
9.5 Unless stated in writing SGC’s Estimates do not include the cost of any alteration to or addition to any existing services within the Property, or for carrying out work outside normal working hours (8.00 to 17.00 Monday to Friday, and excluding public or bank holidays).
10.1 You will make payment upon presentation of the SGC invoice.
10.2 Unless otherwise stated in the SGC Estimate, Payment will be made for the value of the Work, including any adjustments in accordance with clause 12 herein, undertaken at the date of presentation of the SGC invoice.
10.3 Notwithstanding 10.2 herein SGC reserves the right to request payment in advance.
10.4 Where any advanced payment is required by SGC the performance of the contract by SGC shall be conditional upon receipt thereof by SGC.
10.5. Deposit payments are covered by the Deposit Indemnity Fund. Further details are available in the Brochures & Downloads section of our website at Deposit Indemnity Fund. A further copy may be obtained from GGF Fund Ltd, 44/48 High Street, Borough, London, SE1 1XB.
10.6 You will not make any payment or payments within any three month period in cash that exceed £10,000 GB pounds sterling in aggregate.
10.7 Trade Customers may apply for a monthly account, once approved SGC will advise You and item 10.1 herein will be amended as follows – You will make payment (the final date for payment) within 30 days of presentation of the SGC invoice.
10.8 If You fail to pay SGC in full and in cleared funds on the due date, SGC may (without prejudice to any other rights under the Contract):-
10.8.1 suspend or cancel any future deliveries
10.8.2 suspend or cancel any Works
10.8.3 cancel any discounts offered to You
10.8.4 charge interest on any amount outstanding from the date when payment became due from day to day until payment at a rate of 4% above HSBC Bank Plc’s base rate from time to time in force shall accrue at such rate after as well as before any judgement
10.8.5 SGC reserves the right to recover all costs and expenses reasonably incurred by SGC in seeking to collect overdue payments from You or otherwise to enforce SGC’s rights under this Agreement
10.9.1 shall not be entitled to withhold payment of any amount payable under this Agreement by reason of any dispute or claim by You; and / or
10.9.2 shall not be entitled to set off against any amount payable under this Agreement any amount due by SGC to You under any agreement.
11.1 Unless otherwise agreed in writing SGC shall have a reasonable period before commencing the Work and to carry out the Work. Any date provided by SGC for the commencement and completion of the Works shall be deemed and estimate only and time shall not be of the essence.
11.2 You will extend the Duration by a fair and reasonable amount if the Work takes SGC additional time because of changes to the Work content made by You or because of circumstances outside of SGC control, including but not limited to delay caused by You or inclement weather.
11.3 In the event that the Work does not finish on any date estimated in the Agreement and the delay is entirely due to the actions or omissions on Your part or Your agents or tenants, You will (whether formally demanded or not) indemnify SGC for any loss of earning as a result of the delay (whether proved or not) which is agreed at 1% of the Price provided by SGC in respect of the Work for each day or part of the day SGC is required to remain on site after the date estimated for completion of the Work together with any additional costs incurred by any sub-contractor or agent of SGC.
12.1 You may request changes to the Work content.
12.2 You and SGC shall agree the costs and time scale required for the changes to be carried out.
12.3 Changes to the Work content will be dealt with as follows:
a. If the changes increase the amount of Work and SGC agrees the change, SGC will make an appropriate increase to the Price and the adjustment to the Duration.
b. If the changes are for substitution of materials, Goods or equipment from those specified or allowed without increasing or decreasing the amount of Work, SGC will make an appropriate adjustment to the Price.
c. If the changes reduce the amount of the Work then SGC will make an appropriate reduction to the Price.
d. SGC shall not be obliged to carry out any additional works unless and until the parties have agreed the costs in writing.
13.1 SGC will take practical steps to prevent or minimise:
a. Health and safety risks.
b. Nuisance and pollution.
13.2 You will heed all warnings SGC give regarding matters in item 13.1 herein and require all other persons present to similarly heed all warnings.
14.1 SGC will hold Public Liability Insurance in the amount of £10,000,000 GB pounds sterling.
14.2 You will be responsible for advising all relevant parties prior to commencement of the Work.
15.1 In relation to any Distance and Off-Premises Contract Consumers have the right to cancel the Agreement where the Goods are Made to Measure, without charge, up to 7 calendar days after the date of the Agreement
15.2 In relation to any Distance and Off-Premises Contract where the Goods are not Made to Measure Consumers have the right to cancel the Agreement without charge up to 7 calendar days after the date of the Agreement and up to 14 calendar days after the Date of Delivery.
15.3 If the Consumer cancels the Agreement under clause 15.1 and SGC have already started work on the Order by that time, pursuant to the Consumers express written consent to commence works within the Cancellation Period, the Consumer will pay SGC any of its costs incurred in fulfilling or commencing the Order, including the costs of any Goods installed, any survey carried out, the erection of any access equipment, collection of unused non-Made to Measure Goods and costs of installation services up to the date of Cancellation. This charge will be deducted from any refund that is due to You or, if no refund is due to You, invoiced to You.
15.4 Upon cancellation by the Consumer SGC will cease any and all Work being carried out and arrange for the collection of any non-Made to Measure Goods delivered but not installed.
15.5 The Consumers right of cancellation may be exercised by delivering or sending a cancellation notice, to SGC within the time period noted in clauses 15.1 and 15.2 .
15.6 The notice of cancellation is deemed to be served as soon as it is posted or sent to SGC, or in the case of an email or facsimile from the date sent Provided That it is sent to the correct address.
15.7 Notwithstanding clauses 15.1 – 15.6 where a Consumer expressly requests in writing that the services be commenced within the Cancellation Period and those services have commenced the Consumer acknowledges that his right to cancel is subject to an obligation to pay for the Goods or services supplied by SGC to the date of cancellation .
15.8 If upon cancellation the Consumer is entitled to a refund, SGC will provide a refund within 14 days of the date of cancellation.
15.9 In relation to any On-Premises Contract the Consumer has the right to cancel the Agreement where products are not Made to Measure and the Goods have not yet been dispatched within 7 days of acceptance of the Order with SGC.
16.1 SGC may terminate the Agreement if You:
a. Fail to make payment in accordance with this Agreement.
b. Prevent or obstruct SGC from carrying out the Work and do not correct matters within 7 days of receiving written notice from SGC.
c. SGC may suspend or terminate the Agreement if You are or become bankrupt or insolvent or make any voluntary arrangement with your creditors or become subject to an administration order or have an administrative receiver appointed over any of Your assets or SGC has any reason to believe that any of the foregoing conditions may come into existence or any amount owing to SGC is overdue or where You have exceeded any credit limit that SGC has afforded to You.
16.2. SGC may, in the event of a material breach of the terms of this Agreement, suspend its obligations and/or terminate the Agreement in writing. The Agreement will end as soon as it is posted or sent to You or in the case of email or facsimile from the date sent.
16.3 If SGC end the Agreement You will pay SGC for the amount of Work carried out, for all materials which are at SGC premises or at the Property or have been ordered and/or fabricated specifically for the Agreement together with any loss of profit and You will make payment in accordance with this Agreement.
16.4 SGC may terminate the Agreement following any survey which reveals significant unforeseen additional work being required at an extra cost to You or Your Property being unsafe or unsuitable for the Work to be carried out. You will be advised of the survey findings and any deposit paid will be refunded subject to the right of SGC to make a reasonable charge for such survey.
16.5 You may terminate the Agreement if:
a. SGC becomes insolvent.
16.6 You may terminate the Agreement following any survey which reveals significant unforeseen additional work being required at an extra cost to You or Your Property being unsafe or unsuitable for the work to be carried out. You will be advised of the survey findings and any deposit paid will be refunded.
16.7 You may terminate the Agreement in the event of a serious breach of this Agreement by SGC.
16.8 If You end the Agreement You will pay SGC for the amount of Work carried out, for all materials which are at SGC premises or at the Property or have been ordered and/or fabricated specifically for the Agreement together with any loss of profit and You will make payment in accordance with this Agreement.
17.1 SGC may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
17.2 You shall inspect goods on Delivery and shall within 30 days notify SGC of any alleged defect, shortage in quality, damage or failure to comply with the description in writing sent by recorded delivery stating your invoice or warranty number.
17.3 In the event of such notification You shall afford SGC an opportunity to inspect the Goods within a reasonable time following Delivery and before any use is made of them and You shall not cover up or tamper or make more difficult any works required to remediate such defect.
17.4 If You fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Agreement and free from any defect or damage which would be apparent on a reasonable examination of the Goods and You shall be deemed to have accepted the Goods.
17.5 If the Goods or the Works are not in accordance with the Agreement for any reason, the sole remedy available to You shall be limited to the SGC making good any shortage by replacing such Goods or remedying such defect in the Work, or if SGC shall elect by refunding a proportional part of the Price.
17.6 SGC shall be under no liability whatsoever to You for any indirect loss or expense (including loss of profit) suffered by You arising out of any breach by SGC of this Agreement.
17.7 Under no circumstances shall the liability of SGC exceed the Price of the Goods or the Works.
18.1 SGC warrants that the Goods are free from material defects at the time of Delivery
18.2 The Goods shall be manufactured and supplied in accordance with the description contained in SGC’s specification and manufactured in accordance with all applicable British Standards which relate specifically to the Goods and the Code of Practice. Code of Practice
18.3 The following exclusions are applicable:-
a. Minor imperfections within the glass and outside the scope of the visual quality standards of the Glass & Glazing Federation. Visual Quality Standards
b. Damage due to misuse, neglect or lack of maintenance in accordance with the maintenance manual provided, by You, or from causes beyond the control of SGC including but not limited to extreme weather events.
19.1 No title in any Goods supplied shall pass from SGC to You unless and until SGC has received payment in full for the Goods and for any other amounts owing by You to SGC on any other account whatsoever.
19.2 Until payment for Goods supplied and Works completed including interest due, You shall store the Goods supplied in such a way as to enable them to be identified as property belonging to SGC and shall hold them as baliee for SGC. You shall not dispose of or part with possession of the Goods supplied until title has passed, save that You may sell the Goods supplied in the normal course of business.
19.3 The risk in the Goods Supplied shall pass to You on Delivery. You shall keep the Goods supplied fully insured until title has passed.
19.4 SGC reserves the right to repossess and uplift the Goods supplied and thereafter resell the same, for this purpose You hereby grant an irrevocable right and licence to SGC’s employees and agents or any of its vehicles to enter upon all or any part of the Property or premises in which the Goods supplied are stored with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the Agreement for any reason and is without prejudice to any accrued rights of SGC thereunder or otherwise.
19.5 In the event that the Goods supplied become attached to the Property and the Goods supplied remain in the opinion of SGC’s employees and/or readily detachable from the Property without causing damage to the Property You hereby grant an irrevocable right to SGC’s employed and agents to separate and remove the Goods supplied from the Property.
20.1 These Terms of Business together with the Order constitute the entire Agreement between the parties and no statement given orally or in writing should be deemed to be incorporated herein unless made in writing and assigned on behalf of each party. Promotional materials or samples supplied by SGC and relied upon by You may form part of this Agreement. Any reference, wood type or colour in any catalogue, promotional material, Estimate or quotation are references to the finish or veneer and not in the material construction.
20.2 Each of the clauses and sub-clauses of these Terms of Business is distinct and severable. If any provision of these Terms of Business shall be determined to be invalid, illegal or unenforceable, the remainder of these Terms of Business shall continue to be valid, legal and enforceable to the fullest extent of the law. From time to time SGC reserves the right to revise its Terms of Business.
20.3 Any time of indulgence granted by SGC or delay in exercising any of its rights under this Agreement shall not prejudice or affect SGC’s rights or operate as a waiver in the same.
20.4 SGC reserves the right to refuse to open a monthly account or to supply to You.
20.5 You shall not be entitled to assign your rights or obligations pursuant to this Agreement.
20.6 This Agreement shall at all times be governed and construed and enforced in accordance with English law which shall be proper law of contract and both parties thereby submit to the exclusive jurisdiction of the English Courts. You and SGC both agree to submit to the exclusive jurisdiction of the courts of England and Wales.
20.7 If You are more than one person, each person has joint and several obligations under these Terms of Business.
20.8 A person who is not a party to any agreement made pursuant to these Terms of Business shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of such agreement and SGC shall not be liable to any such third party in respect of the Goods.
21.1 Without affecting any other rights any dispute arising can be dealt with under the Glass & Glazing Federation’s Arbitration Scheme administered by the Chartered Institute of Arbitrators.
21.2 Only You or SGC can take action or enforce the terms and conditions of this Agreement.