1.General
1.1 The customer’s attention is drawn to these terms and conditions of business.  All quotations and contractual agreements with the company are subject to these terms and conditions whether they be for the sale of goods and/or supply of works.

1.2 Nothing in these terms and conditions shall affect the statutory rights of a consumer.

2.Definitions
“the company” shall mean Carey & Fox Limited whose registered office is 51 Langthwaite Business Park, South Kirkby, Pontefract, West Yorkshire, WF9 3NR a limited company registered in England and Wales no. 04090971

“the customer” shall mean the person or persons, firm, business, partnership, company or other organisation by whom or on whose behalf an order has been placed for the company to provide the work and/or supply the goods

“the goods” shall mean the goods and/or the items supplied by the company to the customer and any other associated items whether as described in the quotation and/or the order. This and  includes, where appropriate, all replacements thereof and additions thereto and any consumable items supplied to the customer for use therewith 

“the works” shall mean any supply of services or installation work in respect of the goods or any other goods supplied by any third party to be carried out by the company on behalf of the customer together with any other 
or additional work as may be agreed between the company and the customer

“initial contract price” shall mean an estimated price for the goods and/or the work provided by the company to the customer and as detailed in the quotation

“final contract price” shall mean the price for the goods and/or the works supplied by the company to the customer under the terms of the contract

“the premises” shall mean the delivery location listed in the quotation or any other premises or building or area agreed by the company.  This includes any building or construction at which the company carries out the works

“the contract price” shall mean the amount payable by the customer under the terms of the contract and/or as detailed in the quotation and being the final contract priceor any subsequent re-quotation

“installation schedule” shall mean the schedule for supply and installation of the goods agreed between the company and the customer and as referred to in clause X being the necessary time required by the company to fully install the goods at the premises (as appropriate)

“force majeure” shall mean an event which occurs outside the company’s control

“critical zone” shall mean a 50 mm wide band around the edge of a piece of glazing (being the criteria as stipulated by the  Glass and Glazing Federation Guidelines "“Quality of Vision"” or such other stipulation or measurement as may be amended or advised by the Federation from time to time)

3. Quotations and Prices
3.1 The quotation and/or the price therein is valid for a period of 30 90 days from the date of issue by the company to the a potential customer or, if different, such other period as may be stated advised from the date thereof of quotation by the company

3.2 If the quotation shall not be accepted by the a potential customer (or by a third party upon the potential customer’s behalf) by way of a written order to the company within the said period of validity then the quotation shall be deemed to have been withdrawn. 

3.3 Notwithstanding and without prejudice to clause 2 above, the company reserves the right to withdraw any quotation issued prior to acceptance by the a potential customer (or by a third party upon their behalf) without notice or reason being given and at the company’s sole discretion and without being responsible for any form of loss.  

3.4 Where any variation to the goods and/or the services is agreed by the company, the company reserves the right to amend the price in the quotation and/or contract accordingly. 

3.5 Any typographical or clerical error or omission in any quotation, price list, order, acceptance, invoice, or other such document issued by the company shall be subject to correction without any liability on the part of the company at whatever time and whenever such a correction shall be necessary. 

3.6 At all times, drawings, dimensions, and weights detailed in a quotation are approximate only and do not form part of the initial contract price.  The company shall however use its best endeavours to provide the best approximate price it can at all times.  

3.7 If the customer should request or seek to vary the goods the company reserves the right to amend the initial contract price accordinglyIf a potential customer (or a third party upon their behalf) should request or seek to vary the goods and/or the services the company reserves the right to amend the contract price accordingly. 

3.8 A quotation may be accepted by a customer when an order is placed by the customer with the company (subject to the terms of paragraph X below)potential customer when an order is placed by the customer with the company (or by a third party upon the customer’s behalf) (subject to the terms of paragraphs 3.9 and 3.10 below).

3.9 (i) In the event that any quotation issued by the company to a potential customer shall
seek to be confirmed as an order by a third party upon the customer’s behalf, and/or seek to be negotiated or renegotiated by a third party upon the customer’s behalf, and/or seek to be amended or in any other way shape or form altered or changed then the company may, at the company’s sole discretion carry out a further site inspection, and/or amend or alter the quotation (whether following a further site inspection or not), and/or
re-visit and amend the contract price accordingly

(ii) Upon such amendment, the new quotation and/or the price therein shall be valid for a period of 90 days or such other period as may be advised from the date thereof by the company (in line with clause 3.1 above).

3.10 For the avoidance of doubt, in the event that a third party upon the customer’s or potential customer’s behalf should accept the quotation (or any subsequent re-quotation) and place an order with the company then the subsequent contract shall be between the company and this third party who shall become the customer for the purposes of the contract and shall be bound by these terms and conditions accordingly.

4. Contract
4.1 (i) A contract for the supply of goods and/or works by the company to the customer shall only exist when an order has been placed by or on behalf of a customer (following a quotation from the company if appropriate) and accepted in writing by the company for the supply of goods and/or works by the company to the customer shall only exist when an order has been placed by or on behalf of a customer or potential customer (following a quotation from the company if appropriate), and upon payment of a deposit (of such amount as the company, at the company’s sole discretion, shall deem appropriate and request) by the customer (as detailed in the quotation or any subsequent re-quotation).

(ii)  If, following the entering into of the contract, any further or subsequent variation of the contract, any further or subsequent variation of the goods and/or services shall be requested by the customer then the company reserves the right to amend or alter the quotation (whether following a further site inspection or not) and the relevant provisions of clauses 3.4, 3.9, and 3.10 shall apply).  

4.2 These terms and conditions shall apply to every quotation and contract.  The company shall not be bound by any terms and conditions which may be inconsistent with these terms and conditions.  

4.3 No provisions, modifications, amendments, or variations of the contract by the customer apply unless they are in writing and are agreed and signed by or on behalf of the company.

4.4 (i) AnyAny such provision, modification, amendment, or variation as detailed in clause 3 or 4.1

(ii) above shall be deemed to be amendments to the contract and shall not constitute a new contract and the customer shall confirm any such variation in writing as soon as requested by the company, but the company shall not be obliged to request or obtain such confirmation. 
In such circumstances, the customer shall pay a new and/or further deposit to the company as may be requested at the company’s sole discretion.

4.5 The company shall be entitled to regard any person placing an order with the company as having been authorised by the customer to do so and so as to bind the customer entirely.

5. Delivery
5.1 In consideration of the payment of the price by the customer to the company, the company shall deliver the goods to the premises on a date to be notified, and, if possible, agreed with the customerIn consideration of the payment of the contract price by the customer to the company, the company shall deliver the goods (and, where appropriate, carry out the works) on a date to be notified, and, wherever possible, agreed with the customer (subject to the following provisions of clause 15).

5.2   (i) At the time of entering into the contract, the customer shall provide the company with a preferred delivery and/or installation date (“the preferred date”).  Whilst the company shall use its best endeavours to meet the preferred date, at all times the preferred date or any other dates quoted by either party or provided by either party or agreed between the company and the customer are and can only ever be approximate only, and
The company and customer agree that time shall never and not be of the essence at any point, and
The company shall not incur any liability whatsoever for failure to supply or deliver by the preferred date or any other given date, and In entering into the contract the customer acknowledges that the company makes the goods to order and that it is not possible under all the circumstances for the company to meet the preferred date (or any other date) in all cases and in most cases the company is often reliant upon third parties.

5.3 The company shall not be liable for any penalty, loss, injury, damages or expense arising from any delay or failure in  delivery or performance from any cause at all, nor shall any such delay or failure entitle the customer to refuse to accept any delivery under or performance of, or to repudiate, the contract. 

5.4 Any dates quoted or provided by the company for the delivery are approximate only although the company shall use its best endeavours to supply the goods within any time notified by the company to the customer but time shall never and not be of the essence at any point.  The company shall not incur any liability whatsoever for failure to supply or deliver by any given or such date or dates. 

The customer shall carefully examine the goods upon delivery and shall notify the company in writing of any shortages or defects reasonably discoverable upon careful examination.  This notification must be received by the company within 7 days, commencing with the day of delivery or collection of the goods by the customer.  In the absence of such notification, the company excludes all liability in respect of any defects or shortages.  Any goods which the customer believes are damaged or defective must be retained together with the packing for inspection by or on behalf of the company.

If the company shall be satisfied that, at the company’s sole discretion, the goods are satisfactory and are as detailed in the quotation (where applicable) and are not damaged or defective then the contract shall be deemed to have been fulfilled insofar as the company’s obligations under the contract are concerned.
Any packaging of the goods for/or in order to necessitate delivery shall be at the absolute discretion of the company.  Any
 such packaging will be charged to the customer unless it is specifically included in the final contract price.
5.5 Delivery of the goods may be effected by either
The company attending at the customer’s premises and unloading or handing over the goods and/or
The customer attending at the company’s premises to collect the goods and/or
By any other agreed procedure between the company and the customer made at the time of entering into the contract, including by post or registered carrier.
5.6 The date for delivery of the goods shall be on a date notified by the company to the customer in advance.
5.7 The company reserves the right to amend or alter the contract price in the event that the means of delivery should change from that notified or agreed at the time of acceptance of any quotation, to cover any increased costs, postage, or cost of carriage.
5.8 For the avoidance of doubt, a delivery of the goods may take place separately and on a piecemeal basis.
5.9 Where the customer has agreed to arrange collection of the goods from the company’s factory or premises and has failed to make such collection within 3 days of notification that the goods are ready for collection, or fails to accept delivery of the goods on the date notified by the company under paragraph 5.6 above, then the company reserves the right
To arrange alternative delivery arrangements the cost of which shall be charged to the customer, and/or
To charge the customer storage of the goods at the company’s sole discretion and at a reasonable rate (the amount of the reasonable rate to be determined absolutely by the company).
5.10 In the event that the company is to deliver the goods to the customer’s premises, the delivery shall be made by either box-van or lorry.  The customer hereby warrants and undertakes to ensure that adequate access is available to enable the delivery to be effected by the company by such means, failing which the company shall deliver the goods at the closet point of accessibility which shall be determined by the company’s employees or agents at their sole discretion and the customer shall raise no objection or requisition thereto.
In the event that such access shall not be available for box-van or lorry as detailed in clause 5.10 above, the customer shall not be entitled to any rebate of the contract price, nor to withhold nor delay payment to the company of all or any part of the price thereof, or to any other right of action against the company whatsoever.
5.11 

3.1 Delivery of the goods shall take place by agreement between the company and the customer.  Delivery may be effected by either

The company attending at the customer’s premises (or other venue notified by the customer at the time of acceptance of a quotation) and handing over the goods and/or
The customer attending at the company’s premises to collect the goods and/or
By any other agreed procedure between the company and the customer, including by post or registered carrier.

3.1 The company reserves the right to amend or alter the final contract price in the event that the means of delivery should change from that notified at the time of acceptance of a quotation as a result of the company’s request or actions, to cover any increased costs, postage, or costs of carriage.

3.1 For the avoidance of doubt, delivery of the goods may take place separately and the supply of either or both may be piecemeal.

3.1 Where the customer has agreed to arrange collection of the goods from the company’s      factory and has failed to make such collection within 7 days of notification that the goods are ready for collection, the company reserves the right to arrange alternative delivery arrangements the cost of which shall be charged to the customer.

6. Supply of Services/Works
6.1 The company shall use its best endeavours to carry out any works within any time notified by the company to the customer but time shall never be of the essence.  The company shall not incur any liability whatsoever for failure to supply or complete by any given date or within any given time scale.
6.2 Feb 07
The company reserves the right to employ subcontractors to carry out any works on its behalf at the company’s sole discretion.
6.3 The customer shall carefully examine the works upon completion and shall notify the company in writing of any defects reasonably discoverable upon careful examination within 7 days of completion of the works.  In the absence of such notification the company excludes all liability in respect of any defectsAny dates quoted or provided by the company for the commencement and/or completion of the works are approximate only although the company shall use its best endeavours to commence and/or complete the works within any time notified by the company to the customer but time shall never and not be of the essence at any point.  The company shall not incur any liability whatsoever for failure to commence nor carry out the works by any given or such date or dates.
6.4 The date for commencement of the works and/or completion of the same shall be on a date notified by the customer in advance.
6.5 For the avoidance of doubt, where the company is supplying the goods and also the works, then the same may take separately and, if applicable, on a piecemeal basis. 

7. Examination and Approval of Goods by a Non-Consumer
7.1 Where the customer is not a consumer (including, such lists being non-exhaustive, a company, organisation, or builder), the customer shall carefully examine the goods upon delivery and shall notify the company in writing of any shortages or defects reasonably discoverable upon careful examination.  This notification must be received by the company within 3 days, commencing with the date of delivery or collection of the goods by the customer.  In the absence of such notification, the company excludes all liability in respect of any defects or shortages.  Any goods which the customer believes are damaged or defective must be retained together with the packaging for inspection by or on behalf of the company.
7.2 If the company shall be satisfied that, at the company’s sole discretion, the goods are satisfactory and are as detailed in the quotation or any subsequent re-quotation, and are not damaged or defective then the contract shall be deemed to have been fulfilled insofar as the company’s obligations under the contract are concerned.

8. Examination and Approval of Goods by a Consumer
8.1 Where the customer is a consumer (being a member of the public, and falling within the definition of consumer under the Sale of Goods Legislation) the customer shall be afforded reasonable time to inspect the goods and/or the works and advise the company in writing of any shortages or defects reasonably discoverable upon examination
8.2 The company considers a reasonable time to be 7 days, but accepts that this may vary in certain circumstances where the customer has advised or notified the company at the time of entering into the contract of the unusual circumstances and the same have been accepted as being unusual by the company.
8.3 The customer shall notify the company within this reasonable time of any such shortage or defect and in the absence of such notification the company excludes all liability in respect of any defects or shortages.
8.4 Any goods which the customer believes are damaged or defective must be retained for inspection by or on behalf of the company.
8.5 If the company shall be satisfied that, at the company’s discretion, the goods and/or the works are satisfactory and are as detailed in the quotation (or subsequent re-quotation) and the goods are not damaged and/or the goods and/or the works are not defective then the contract shall be deemed to have been fulfilled insofar as the company’s obligations under the contract are concerned.

9. Quality of Goods
9.1 Subject to the relevant provisions of the terms and conditions the company hereby undertakes and warrants to the customer that
All goods shall be manufactured with due care and attention, and
Where applicable, all goods shall be packaged with due care and attention, and
All goods will be of the requisite quality and fitness for purpose in line with appropriate statutory legislation, and
The company shall endeavour to ensure that the goods shall comply with any relevant specifications, and
All works (if applicable) shall be carried out with due care and attention).
9.2 The customer’s attention is drawn to the fact that timber is a natural product.  As such, goods comprising timber may display (amongst other things)
Variations in colour and/or
Variations in grain and/or
May be subject to movement

And as a result the company will not be held liable for any such variation and/or movement as aforesaid and the customer shall not be at liberty to reject goods displaying such tendencies, to regard the same as a breach of contract, nor seek damages in light of such natural properties of the timber.
9.3 In line with the company’s environmental policy, the company confirms that all timber provided will wherever possible be sourced from legal and sustainable sources, and in particular FSC (Forest Stewardship Council) certified timbers.  However, the company does not warrant nor guarantee that any timber supplied to the customer will fulfil this requirement, although the company shall use its best endeavours to attain the same.
9.4 The company warrants that all glazing and glass supplied by the company to the customer will be of a quality, thickness, and weight to the minimum standard required from time to time by the British Standards Institution and/or the Glass and Glazing Federation.  However, the customer understands and acknowledges that glazing and glass is a natural product and is subject to minor imperfections.  However, at all times, the company warrants
That the glazing supplied to the customer will be of a quality and stipulation to at least a minimum standard as required from time to time by the British Standard Institutions and/or the Glass and Glazing Federation, and/or
The company excludes any liability for optical effects outside the critical zone, and/or
The company does not warrant that the installation of double-glazed units will eliminate or reduce any condensation at the premises or any subsequent property at which the glazing shall be installed, nor that any double-glazed unit shall be free from condensation on their external faces.
9.5 The company at the company’s absolute discretion reserves the right to modify the goods by variation of design and/or specification without any form of prior notice at any stage.

10. Price
10.1 The customer agrees to pay the contract price.
10.2 Should the company be prevented from adhering to the delivery date by the customer’s postponement or delays
 (howsoever arising) then the company reserves the right to vary the quotation (including the price) to reflect any
 extra cost incurred to the company thereby. 
10.3 All prices quoted are exclusive of value added tax and, where applicable, of any substitute taxes, levies, duties,
 imports, fees, or charges whatsoever and howsoever payable, all of which shall be payable by the customer in full
 and/or reimbursed to the company as appropriate.  The customer shall at all times indemnify the company against
 any non-payment of the same.
10.4 The company shall have the right to impose additional charges on the final contract price upon the happening of any
 of the following events, though for the avoidance of doubt the list is non-exhaustive.
The customer requests amendments to be made to the contract, or
The time scale for delivery is delayed by reason of the customer, or
For any other reason which the company reasonably considers that additional charges should be imposed.

11. Payment
11.1 In consideration of the supply of the goods and/or works by the company to the customer, the customer shall pay the company the price. 
11.2 Unless otherwise agreed by the company at the commencement of the contract, payment for the goods and/or the works shall be due and paid at the time stipulated by the company in the quotation (or any subsequent revision thereof).  In the event that no date is stipulated, then payment shall be due 4 working days before the date of delivery or the date for the works to be commenced (the company shall raise an appropriate invoice) as notified by the company to the customer under clause 5.6 or 6.4 as appropriate.
11.3 In the event that delivery and/or the date for commencement of the works shall be delayed by the actions of the customer (for whatever reason) then
Payment of the contract price shall still be due in full or as detailed in the quotation and/or contract from the customer in the time period detailed in clause 11.2 above (namely 4 working days before the original delivery date whether this be the preferred date or the date for delivery provided by the company to the customer), and
The company may, at the company’s sole discretion, claim additional charges as detailed in clause 5.9 above.
11.4 Payments shall be made either in cash, or by cheque drawn on a UK clearing bank or by bank transfer.
11.5 In the event of any late payment whatsoever the company shall charge interest on a daily basis on any balance due at the rate of 4% over the Bank of England bank base rate the interest being calculated from the date the payment falls due until the date of payment in full, plus interest.
11.6 The customer shall reimburse the company all costs and expenses (including, but not limited to, legal costs) incurred in the collection of any overdue amount.
11.7 If required by the company, a deposit of such figure as may be required by the company to cover any up front costs of the contract shall be paid by the customer to the company on placing an order and before any goods are supplied or work commenced.
11.8 Invoices shall be raised by the company up to 14 days before the date of delivery or commencement of the works.  In the event of piecemeal delivery, then the company may (at the company’s sole discretion) raise separate invoices as and when each separate delivery is effected. 
11.9 In the event that the period of the works shall take longer than estimated, the company reserves the right to request an interim payment for the works done upon expiration of each and every 21 day period (at the company’s sole discretion).

12. Overdue Delivery
12.1 In the event that the delivery of the goods or execution of the works shall be delayed by the actions of the customer, any additional charges shall be raised by the company in accordance with clause 11.3 above.
12.2 In the event that delivery and/or the works shall be delayed by the customer for a period in excess of 28 days then the company shall be at liberty (at the company’s sole discretion) to provide written notification to the customer to complete the contract and to take delivery within 14 days (hereinafter “formal contract completion notice”).
12.3 If notwithstanding the issue of a formal contract completion notice, the customer should still be unwilling or unable to complete the contract and take delivery and/or allow the company to carry out the works (if appropriate), the company may, at the expiration of the 14 day period under the formal contract completion notice treat the contract as at an end and terminated by the customer and shall be entitled to claim damages (together with any legal costs, the costs of labour, material, services used, and administration charges) from the customer for breach of contract.

 

13. Risk
The risk in the goods shall pass to the customer immediately upon delivery and the customer shall take out and ensure appropriate insurance is in place accordingly.

14. Retention of Title
14.1 Notwithstanding clause 13 above, the Company shall retain title and ownership in the goods until the price and all other sums outstanding and owing by the Customer to the Company are paid in full
14.2 Pending payment in full pursuant to clause 11 above, the following sub-clauses shall apply
14.2.1 The Customer shall store the goods separately and in such a way as they can be readily identifiable as belonging to and being the goods of the Company
14.2.2 The Customer shall at the Customer’s own expense immediately return the goods to the Company should the Company or its authorised representatives so request at any time after payment is due
14.2.3 In the event that the goods shall be in any way mixed, compounded, or entwined with the property of a third party or parties then the product or products thereof shall be deemed to be held in common with such third party or parties
14.2.4 Without prejudice to clause 13 above, the Customer shall hold the goods as the Company’s trustee and bailee and shall keep the goods separate, securely stored in appropriate conditions, protected, insured, labelled and identified as being the Company’s property
14.2.5 The Customer shall not sell, give away, or otherwise dispose of the goods.  In the event that the customer shall do so (which for the avoidance of doubt is strictly forbidden until the price and all sums outstanding have been paid to the Company) then any monies received and the proceeds of sale, or disposal, including any cheque received or other payment shall be held on trust by the Customer for the Company and the Customer will forward the cheque or payment to the Company immediately.  Pending the same, the Customer shall keep any monies received in a separate account so as to be identifiable as the Company’s monies.  In particular, but without prejudice to the foregoing, the Customer shall not pay the proceeds into any bank account which is overdrawn
14.2.6 The Company shall be entitled at any time following the date upon which payment is due and without additional notice to enter the premises of the Customer or any third party where the goods are situate or shall be stored and repossess the same accordingly.  For the avoidance of doubt, the Customer irrevocably consents to allow the Company access on to their premises for this purpose.  The Customer shall reimburse the Company for all reasonable expenses and fees incurred (including, but not limited to, legal expenses) in so doing
14.2.7 The Company shall be entitled to maintain an action for the price of the goods notwithstanding that title to the same shall not have passed to the Customer
14.2.8 The Customer will immediately notify the Company of any damage to the goods and will hold any insurance monies received in trust for the company absolutely.  In the event that a claim is to be made under the Customer’s insurance, the Company may, at the Company’s sole discretion, conduct negotiations and effect a settlement with the insurers in place of the Customer.  The Customer at all times irrevocably authorises the Company to collect any insurance monies from the insurers.  The Company may apply any insurance monies as the Company shall see fit. 

 

15. Warranty
15.1 In lieu of any warranties, conditions, or liabilities imposed by law, and subject to the remaining provisions of clause 15 hereunder, and with the exception of those provisions detailed in clause 15.2 below, the company’s sole liability in respect of any defect in or failure of the goods supplied or damage attributable thereto or loss is limited to making good by replacement or repaired defects which under proper use appear therein and arise solely from defective design, workmanship, or faulty materials within a period of ten years from delivery.ve guaranteed life accordingly.  The company shall endeavour to provide details of the manufacturers' warranties upon or following completion (but shall not be bound to do so).
15.2 At all times, the following are the exceptions to clause 15.1 above andlack of general maintenance, .
Where the goods comprise ironmongery the company’s sole liability in respect of any defect in or failure of the goods supplied or for any damage attributable thereto or loss is limited to making good by replacement or repaired defects which under proper use appear therein and arise solely from defective design, workmanship or faulty materials within a period of one year from delivery.
Where the goods comprise factory fitted double-glazed units the company’s sole liability in respect of any defect in or failure of the goods supplied or for any damage attributable thereto or loss is limited to making good by replacement or repaired defects which under proper use appear therein and arise solely from defective design, workmanship, or faulty materials within a period of **ten years from delivery.

** 0 Years to 5 Years   –  Supply & Installation F.O.C
     5 Years to 10 Years  –  Supply replacement double glazed unit only.

15.3 At no time shall the company be liable for any defect in or failure of the goods as a result of misuse by the customer or any third party, due lack of care and attention, lack of general maintenance, or faulty installation where the installation has not been carried out by the company.  In particular, the customer acknowledges that factory applied opaque spray coatings will, under normal circumstances, last for up to ten years subject to regular inspection and proper care and maintenance.  The customer acknowledges that extra precautions will be vital in particularly exposed or hostile environments.
15.4 In the event that double-glazed units are supplied by a third party separately to the frames or other goods supplied by the company, the company will only accept liability and the warranty hereunder shall only apply provided the double-glazed units have been installed to the company’s specifications and in line with appropriate and correct glazing procedures.
15.5 The company will only accept liability provided it is notified in writing at the earliest opportunity by the customer and in any event within 3 working days of any such defect or failure becoming apparent to the customer and the defective goods being returned to the company at the customer’s expense
15.6 In the event that at the company’s discretion the repairs are not as a result of any defect or as a result of neglect or misuse (or for any other reason detailed in clause 12.2) then the company will charge the customer in accordance with the company’s terms then and from time to time  in force payable by return of the date of the seller’s invoice (and subject to the relevant provisions of clause 11 above which shall apply thereto).
15.7 The service under this clause generally does not cover
a)The replacement of parts necessary by virtue of wear and tear, misuse, neglect, or maltreatment and/or
Items considered by the company to be of general maintenance only including (but not limited to) seasonal door adjustment, sash adjustment, and drainage clearance
Which shall be identified and determined by the company whose decision at all times shall be final. 

16. Liability
16.1 The company shall only be liable as stated in clause 15 above.  This clause is in lieu of all conditions, warranties, and statements of whatever nature in respect of the contract whether express or implied by statute, trade, custom or otherwise in any such condition, warranty or statement is hereby excluded.
16.2 The customer accepts responsibility for insuring the premises and any goods at the premises and the company accepts no liability whatsoever in respect of any loss or damages to the premises or other goods at the premises.
16.3 Without prejudice to the foregoing clauses, the company’s liability for any loss or damage sustained by the customer as a direct result of any breach of the contract or any liability of the company (including negligence) in respect to the performance of the contract shall be limited to payment of damages not exceeding the invoice value of the contract.
16.4 The company will not be liable for the following loss or damage which shall or may arise out of or in connection with any failure or defect of or in any part of the goods (including any delay in supplying or any failure to supply the goods in accordance with the contract or the quotation or at all) or its use by the customer or howsoever caused (even if foreseeable or in the company’s contemplation)
16.4.1 Loss of profit or profits, business, or revenue whether sustained by the customer or any other third party, and/or
16.4.2 Special, indirect or consequential loss or damage, whether sustained by the customer or any third party, including but not limited to loss of profit, loss of interest, loss of contract, damage to property of the customer or anyone else, and/or
16.4.3 Any loss arising from any claim made against the customer by any person, and/or
16.4.4 Any personal injury to the buyer or any other person or individual where such injuries are not caused by the company’s negligence.
16.5 The customer shall indemnify the company against all claims, actions, costs, expenses (including any Court costs and legal fees incurred) or other liabilities whatsoever.  Non-exhaustive illustrations of the same include
16.5.1 Any liability arising under the Consumer Protection Act 1987, unless caused by the negligent act or omission of the
 company in the manufacture and/or supply of the goods and/or
16.5.2 Any claim for breach of industrial and/or intellectual property rights arising out of the compliance with any drawings,
 designs, specification, or order of the customer and/or
16.5.3 Any breach of contract or negligent or wilful act or omission of the customer in relation to the contract.
16.6 The company shall not be liable for any defects in the goods arising directly or indirectly from compliance with any
 drawings, design, specification (including colour) or order of the customer’s, the customer'’s architects, builder, surveyor or
 any advisor appointed by or upon the customer'’s behalf.
16.7 These conditions do not purport to exclude or restrict any liability which is prohibited by Section 2(1) and 6(1) of the
 Unfair Contract Terms Act 1977.
16.8 These conditions do not affect a consumer’s statutory rights.

17. Force Majeure
 The company shall be entitled, without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof or, at its option, to suspend or give partial performance under it, if performance by the company or its suppliers is prevented, hindered, or delayed whether directly or indirectly by any reason or any cause whatever beyond the company’s or its suppliers’ reasonable control whether or not such cause existed on the date when the contract was made.  Non-exhaustive illustrations include act or acts of God, war, riot, explosion, abnormal weather conditions, fire, flood, government action, strike, lock-out, delay by suppliers, accidents and shortage of materials, labour, or manufacturing facilities.

18. Confidentiality and Intellectual Property
18.1 The company shall have and retain the property, copyright, and all other intellectual or industrial property rights in drawings, designs, plans, proofs, models, prototypes, specifications and/or quotations prepared by the company.
18.2 In the event that the customer shall submit drawings, designs, plans, proofs, specifications to the company the customer warrants that the use or performance of such will not infringe any patent, trademark, registered or unregistered design, or other industrial or intellectual property rights.
18.3 The customer shall indemnify the company from all actions, costs, claims, demands, expenses and liabilities whatsoever arising from any actual or alleged infringement brought in connection with clauses 18.1 and 18.2 and at the customer’s own expense will defend or at the company’s option, assist in the defence of any proceedings, which may be brought in that connection, provided that the company shall be under no liability in respect of any infringement as aforesaid occasioned by use of a design or specification supplied to the customer by the company.

19. Termination
 In the event of any payment due by the customer to the company not being paid on the due date, or in the event of the customer becoming insolvent or bankrupt or a petition being presented or a resolution being passed for the liquidation (otherwise for the purpose of amalgamation or reconstruction) or sequestration of the customer or a receiver, administrator, administrative receiver or judicial factor being appointed over all or any of the assets of the customer or if any steps are taken in relation to any other foregoing, or the customer making any voluntary arrangements with its creditors generally, or if the customer shall cease, or threaten to cease trading or carrying on business, or if the customer shall, without prior written consent of the company, sell or otherwise dispose of the whole or substantially the whole of its assets, or if the company reasonably apprehends that any of the foregoing events is about to occur (and notifies the customer accordingly), the company shall be entitled to treat the contract of which these conditions form part and any other contract between the company and the buyer as repudiated and shall be entitled to suspend deliveries to the customer and the manufacture of goods for the customer on giving written notice thereof to the customer without being liable for any form of loss.

20. Entire Agreement and Representations
20.1 The customer confirms that s/he or they or it has not relied on any warranty representation or undertaking of or on behalf of the company or of any other person in respect of the subject matter of these conditions and/or the contract and/or the quotation save for any representation or warranty or undertaking expressly set out in the body of these terms and conditions and/or the contract and/or the quotation.
20.2 20.2 At all times it is the responsibility of the customer alone to ensure that the goods ordered from the company shall comply with all appropriate laws, codes of conduct, guidelines, and legislation of any kind.  The company shall not at any time be liable in any way shape or form for any information or suggestion provided by the company (its employees or agents) to the customer in relation to such matters.  The customer is advised to and shall ascertain and verify compliance with all such matters with the appropriate third party.  This shall include (the list being indicative only and non-exhaustive) compliance with building regulations, health and safety guidelines and legislation, planning permissions, and disability access requirements.
20.3 This agreement supersedes any other arrangements (whether past or present), contracts, assurances, understandings, course of dealings, or promises between the parties.

21. Cancellation
 The customer may not cancel a contract unless the company agrees it in writing and then only upon the terms that the customer shall indemnify the company in full against all loss (including loss of profit), cost (including the cost of all labour, material, administration costs, and services used), claims, actions, damages, charges and expenses incurred by the company as a direct result of the cancellation including all and any consequential loss suffered by the company howsoever arising which shall at the company’s discretion be deducted from any deposit paid.

22. Termination of this Agreement
 Either party shall be entitled to terminate this agreement (without prejudice to any other rights in respect of breaches of terms of this agreement by the other) with immediate effect in the event of any fundamental breach by the other party of these terms and conditions, save that in the event of such a breach being remedial, then notice may be given to the defaulting party at the other party’s sole discretion to rectify and remedy any breach within 28 days of notice.  Such notice shall at all times be at the non-defaulting party’s sole discretion and shall not be compulsory.  In the event that such a breach is not subsequently remedied by the defaulting party then this agreement shall terminate with immediate effect.

23. Notice
23.1 Any notice of breach of the terms of this agreement, or any notice of termination under this agreement, shall be served personally by one party on the other by way of registered post or recorded delivery service to the other’s last known address and shall be deemed effective the second working day after the date of postage.
23.2 Each party must notify the other in writing within 7 days of the details of any change in the party’s registered
 address.

24. Carrying out the Works
24.1 At the time of notification of the date for commencement of the carrying out of the works under clause 6.4, the company shall provide (if requested to do so by the customer or the customer'’s agents) to the customer an anticipated date upon which the works are to commence and, if the company is able to do so, the length of time it is anticipated that the work shall take to complete.
24.2 All dates and times advised by the company are at all times approximate, and whilst the company shall use its best endeavours to meet the same, time shall never be of the essence.  The company shall not incur any liability whatsoever for failure to supply or complete by any given date or within any give time scale.
24.3 The customer shall provide at the customer’s sole expense by the date given by the company for commencement of the works as notified by the company to the customer under clause 6.4 aforesaid, and shall thereafter maintain throughout the period of the works the following facilities to the company
The customer shall ensure that sufficient space is available for the accommodation of and access to the necessary openings to which the goods are to be fitted, and/or
Adequate electricity power supplies are provided, and/or
Suitable environmental conditions are in place, and/or
Any other necessary facilities are in place that may be specified by the company to the customer from time to time either in the installation schedule or at other times verbally or in written form.
24.4 The customer shall ensure that by the date of commencement of the works and shall thereafter maintain throughout the period of the works
Shall ensure that the company’s employees or agents shall have safe, clear, and unobstructed access both inside and outside the premises, and/or
The customer shall remove all possible obstructions, including, but not limited to, curtains, blinds, shutters, ornaments, garden furniture and other personal interior and exterior possessions and effects.
24.5 The customer shall ensure that the company shall have adequate provision for delivery of the goods by the company by way of either box-van or lorry.
24.6 No absence, deterioration, or failure of any such facilities or to remove any such obstacles detailed in the above clause which prevents or otherwise interferes with the company’s ability to commence or complete the works shall entitle the customer to any rebate of the contract price, nor to withhold nor delay payment to the company of all or any part of the price thereof, or to any other right of action against the company whatsoever.
24.7 In order to enable the company to carry out the works the customer shall ensure that items used by any other contractor or third party at the premises (by way of example only, scaffolding, skips etc) shall be removed and that family pets should also be kept under strict control at all times.
24.8 The company cannot guarantee to avoid causing superficial damage to wallpaper, paint work and ceramic tiles in the immediate vicinity of the works, and repair of any damage or replacement of such items will be the sole responsibility of the customer at all times.
24.9 Any repair or repainting required to external render, stonework, or other cladding to the exterior of the premises will be the sole responsibility of the customer at all times.
24.10 Whilst every care will be taken to minimise the effects of removal, the company cannot undertake to remove intact, existing glass, frames or secondary double glazed units nor can this be achieved without the possibility of damage to the immediate area.  Responsibility for replacement of such items, if necessary, will be the responsibility of the customer at all timesreitems. 
24.11 The company shall not be responsible at any time for any alterations to pelmets, blinds or other window/door coverings due to installation of the goods nor redecoration to the premises or painting of plaster or rendering work. 
24.12 The company shall not be responsible at any time for the removal of any existing paint or mastic lines on stone or brickwork left as a result of installation of the goods.
24.13 Any materials or items removed from the premises during the course of installation will be cleared from the site by the company’s employees or agents and cannot be retrieved by the customer thereafter at any time except by prior written agreement of the company.
24.14 Without prejudice to the foregoing, the company undertakes to carry out the works with all due care and attention.  Further, the company undertakes and warrants to make good damage to internal plasterwork within a distance of 20 millimetres only from any newly installed good, in the event that such damage has been caused by the works.  However, in the event that such damage has been caused by items or materials already in situ and such materials are subsequently found to be defective by the company (whose decision shall be final) responsibility for making good of such damage shall be the sole responsibility of the customer at all times.

25. Miscellaneous
25.1 The company may at the company’s sole discretion subcontract the performance of this contract in whole or in part.
25.2 In the event of these terms and conditions conflicting with any other terms and conditions, then these terms and conditions shall prevail.
25.3 i) The company shall have a lien on all the customer’s property in the company’s possession (howsoever arising) for all sums due at any time from the customer and shall be entitled to use, sell, or dispose of that property as agent for and at the expense of the customer and apply the proceeds in and towards the payment of such sum (including sale costs) upon providing 28 days notice in writing to the customer.  Upon accounting to the customer for any balance remaining after payment of any sums due to the company and the cost of sale and disposal, the company shall be discharged of any liability in respect of the customer’s property.
The company shall be entitled to retain any deposit paid by the customer towards any of the costs incurred by the company upon the customer’s behalf in the event that the customer should cancel the contract or otherwise default upon any of the customer’s obligations in these terms and conditions
25.4 Each right or remedy of the company under the contract is without prejudice to any other right or remedy of the company whether under the contract or not.
25.5 No waiver by the company of any breach of contract by the customer shall be construed as a waiver of any subsequent breach of the same or any other provision hereof.
25.6 Failure or delay by the company in enforcing or partially enforcing any provision of this contract shall not be construed as a waiver of its rights generally under the contract.
25.7 For the avoidance of doubt nothing in this agreement shall confer on any third party any benefit or the right to enforce any term or terms of this agreement.
25.8 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part then the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be effected thereby.
25.9 Obligations by more than one person are joint and several and where any party under this agreement at any time is more than one person references to it are to each person individually as well as jointly with the others comprising it.
25.10 Any unresolved dispute arising under or in connection with these terms and conditions or concerning the goods supplied by the company may be referred to arbitration with the agreement of both the company and the customer.  However, at all times, the company shall not be compelled nor bound to refer any matter to arbitration, and may choose alternate means to settle any dispute, such as, but not limited to, the issue of Court proceedings where the company deems the same appropriate.
25.11 Words importing the singular also include the plural and vice versa where the context so requires.
25.12 The headings, marginal notes, and notes for guidance in this agreement shall not be deemed to be part thereof nor taken into consideration in the interpretation or construction thereof.
25.13 All references herein to clauses are references to clauses numbered in this agreement and not to those in any other document unless otherwise stated.
25.14 This contract shall be governed by and construed in accordance with the law of England and Wales and the parties shall submit to the jurisdiction of the English Courts in their entirety.