TERMS & CONDITIONS OF SALE

Rainbow Windows Ltd
Unit6
Commercial Mills Industrial Estate
Wharf Street
Shipley
BD17 7DW
Tel: 01274 009296

Terms and Conditions of Sale

1. Definitions

1.1 In these conditions:

“Buyer” means the person or party specified in the Quotation;

“Conditions” means these terms and conditions which shall apply to any contract;

“Contract” means the contract for the sale and purchase of the Goods and/or services;

“Design” means the design and/or installation drawing (if any), necessary for contract to be performed;

“Goods” means the Goods specified in quotation;

“Installation Services” means installation of the Goods (or any parts for them);

“Payment Terms” means the terms for payment of the price as specified in the Quotation;

“Price” means the price specified in the Quotation, payable in accordance with condition 3;

“Quotation means the quotation attached to these conditions;

“Seller” means Rainbow Windows of Unit6, Commercial Mills Industrial Estate, Wharf Street, Shipley BD17 7DW

“Services” means any services specified in the Quotation relating to: (a) the preparation of the drawings; and/or (b) the surveying of any site at which the Goods shall be installed; and/or (c) the Installation Services.

2. Scope

2.1 In consideration of the price being paid by the buyer, the seller shall perform the contract, subject to these conditions.

3. Price and payment

3.1 Payment of the price shall be made in accordance with the Payment Terms.

3.2 Payment shall be made either by cheque payable to the seller or by bank transfer to the seller’s bank account or by credit/ debit card transaction.

3.3 Unless the price is specifically stated to be at a fixed price the Seller reserves the right by notice given at any time before delivery to vary the price if, after the date of the Contract, there is an increase in the Seller’s total cost of raw materials or overheads arising from any cause beyond the Seller’s control. In the case of such a variation during the fulfilment of the Contract the undelivered portions of the contract shall be subject to a proportionate adjustment.

3.4 If any payment is not made on or before the date due for payment, the Seller reserves the right to charge interest at 2 percent per month from the date due for payment until the day payment is received by the seller. Such interest shall run from day to day and shall accrue after as well as before any judgement and shall be compounded monthly on the amounts overdue until payment thereof.

3.5 Time of payment by the buyer shall be of the essence of the Contract.

3.6 The Price is inclusive of value added tax and any other tax or duty relating to the manufacture, transport, export, import, or delivery of the goods.

3.7 If the buyer fails to pay the outstanding balance in accordance with these conditions, the seller shall be entitled to:

3.7.1 Lock the installed products and remove operational keys, which will then be forwarded to the buyer upon receipt of the outstanding amount;

3.7.2 Charge any additional costs incurred to the purchaser for re-delivery of retained keys and/or the Goods,

3.7.3 Cancel the Contract and any other contracts or suspend any deliveries to the purchaser;

3.7.4 Charge the buyer interest in accordance with condition 3.4 until payment in full is received.

3.8 Under no circumstances except with the Seller’s consent shall the Buyer withhold payment of any amount due to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to claim a right of set off, claim or counterclaim in respect of any of the Seller’s obligations arising in respect of matters other than the Contract.

4. Delivery

4.1 The Seller shall be deemed to have delivered the goods either when the Goods are despatched from the Seller’s premises or (as the case may be) when the Goods are ready for Collection at the Seller’s premises.

4.2 Time for delivery shall not be of the essence of the Contract and shall not be made so by any notice.

4.3 The Seller may employ one or more sub-contractors to fulfil some or all of its obligations under the Contract.

4.4 The seller shall be entitled to deliver the Goods by instalment. Each instalment will be considered a separate transaction and the failure or any one delivery shall not affect the due performance of the Contract as a whole.

4.5 Should expedited delivery be agreed and necessitate overtime or additional costs, such costs and overtime expenses shall be agreed and paid by the Buyer.

4.6 Where the Buyer has indicated that the goods are to be of a certain specification, the Seller reserves the right to make reasonable commercial variations there to provided the nature of the Goods supplied is not materially different from the Buyer’s specification.

4.7 The Seller may, at its absolute discretion make a reasonable storage charge for custody for all Goods standing to the credit of the Buyer, or to the Buyer’s order.

4.8 If a delivery by the Seller, or the acceptance by the Buyer of a delivery, is delayed or prevented because the manufacture of the Goods, their delivery to the Buyer’s premises, or the use of the Goods by the Buyer in the ordinary course of its business has been or is being prevented or hindered by circumstances beyond the reasonable control of either party, including (but not limited to) any form of government intervention, strikes and lockouts relevant to the Contract, civil disturbance, wars, acts of Queens enemies, acts of god, fire, storm, flood, tempest, seizure, arrest or requisition of the Goods or raw materials, non-availability of power breakdown of plant or any other matter outside the control of that party, such delivery shall be suspended, and if it cannot be made within a reasonable time after the due date, the contract may be cancelled by either party by letter, fax or email to the other. The Buyer shall pay the Seller such sum as may be equitable in respect of any work performed prior to any such cancellation. Where more than one delivery is to be made under the Contract, deliveries not so cancelled will be resumed as soon as the circumstances causing the delay cease, but, except where both parties otherwise agree, the period during which deliveries are to be made will not be extended.

4.9 The Buyer shall give the Seller all reasonable assistance and access to lifting equipment (including the provision of for lift trucks, where necessary) to enable the delivery to be completed on time and shall be responsible for ensuring adequate access to the delivery site to enable delivery to take place. The Buyer shall ensure that the site is ready in all respects for the delivery. The Seller may require access to the site outside normal working hours in which case the Seller shall not be liable for any additional cost incurred by the Buyer or any third parties.

5. Loss or Damage in Transit

5.1 The seller shall not be responsible for damage to any of the Goods or loss of the Goods or part thereof in transit unless the Buyer gives notice of a claim to the Seller and to the carrier: (a) in the case of damage, within 3 days after having received the Goods; (b) in the case of loss, within 14 days of the date of the invoice.

5.2 The Buyer will be asked to sign a copy of the Seller’s delivery note as acknowledgement of receipt of Goods. The Buyer should inspect the Goods carefully as an unqualified signature shall be deemed to signify the Buyers acceptance that the Goods are in good condition.

6. Risk and Title

6.1 Risk of damage to or loss of the Goods shall pass to the buyer:

6.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the seller notifies the Buyer that the Goods are available for collection; or

6.1.2 In the case of Goods to be delivered otherwise that at the Seller’s premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the Good, the time when the Seller has tendered delivery of the Goods.

6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received by cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property, but the Buyer may resell or use the Goods in the ordinary course of its business.

6.4 If the Buyer sells and delivers the Goods or any part thereof to any third party or if the Goods or any part thereof shall be damaged, lost or destroyed then in a fiduciary capacity, the Seller shall hold that proportion of the proceeds of sale or insurance against damage, loss or destruction referable to the outstanding payment in respect of the products, on trust for the Buyer.

6.5 In the event that the Buyer;

6.5.1 Is the subject of bankruptcy order; or

6.5.2 Goes into liquidation whether voluntarily or compulsory (except solely for the purposes of a reorganisation); or

6.5.3 Makes an arrangement with the Buyer’s creditors; or

6.5.4 has an administrator or administrative receiver appointed over any of the Buyer’s assets,

The Buyer’s consent from the Seller to do the acts referred to in Condition 6.2 shall determine and be deemed to have determined forthwith and the buyer shall not thereafter sell or use the Goods belonging to the Seller, save with the consent in writing of the seller, until the seller has been paid in full.

6.6 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the seller may at any time require the Buyer to deliver up the Goods to the seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

6.7 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the seller, but if the buyer does so all moneys owing by the Buyer to the seller shall (without limiting any other right or remedy of the seller) forthwith become due and payable.

7. Warranty

7.1 Subject to the following provisions the Seller warrants that the Goods shall:

7.1.1 Correspond with their standard specification and/or the Quotation and/or any Drawings; and

7.1.2 Will be free from defects in material and workmanship to industry normal standards from the date of delivery.
A) 10 years against any failure in the joints or distortment in the aluminium frames and Doors. The guarantee does not extend to nominal rust spots on steel portal frames. All building work under building control is guaranteed 10 years. Call out charges are applicable for labour after the first 12 months.
B) Glass sealed units are guaranteed for a period of 5 years from the date of delivery against any failure in the heretical seals (i.e. misting between frames).
C) Locking mechanisms and hinges and all metallic moving parts are guaranteed for a period of 1 year subject to being regularly maintained by customers. Cosmetic deterioration to handles, letter plates and door handles etc. due to general wear and tear are not covered by this guarantee.
D) Condensation. No guarantee can be given to the elimination of condensation.
E) All guarantees are given in good faith. However, if following a visit from a company representative it is found that the product has been misused, tampered or damaged in any way etc. we will render the guarantee null and void, leaving any remedial work to be carried out at a pre-arranged fee, which shall be payable before any work commences.

7.1.3 The services shall be performed using reasonable skill and care.

7.2 In respect of Goods supplied but not manufactured by the Seller, the Seller gives to the buyer only such guarantees and warranties(if any) as the seller enjoys and can enforce in respect of the Goods.

7.3 If any of the Goods shall be found by the Seller to be defective hereunder and such defects are reported by the Buyer in writing to the Seller in the case of apparent defects within 14 days of delivery and in the case of latent defects within 14 days of the date on which those defects could reasonably first have been identified, the Seller may, at its option, either rectify or replace the defective part of the Goods at the place of delivery and in condition originally specified or credit the Buyer with a corresponding proportion of the original invoice price but shall not be under any other liability in respect of either the original or any replacement Goods.

7.4 The Seller shall be under no liability in respect of alleged defective Goods unless the Buyer gives to the Seller written notice and details of the defect within the periods mentioned in condition 7.3, and the buyer gives the Seller’s representative adequate opportunity to inspect the Goods and remove samples for analysis and the Goods have not been processed, and the Buyer has used, kept, maintained or dealt with the Goods properly in accordance with the operator’s handbook.

7.5 The warranties referred to in this condition 7 does not apply to fair wear and tear, nor to damage caused by fire, accident, neglect or act of god, nor to damage during transit to or from the Buyer.

7.6 The warranties referred to in this condition 7 are given subject to the following:

7.6.1 the goods having been correctly installed in accordance with the best practice are in compliance with the manufacturers technical instructions and the operator’s handbook and not having been adjusted, adapted or modified in any way; and

7.6.2 The structure or framework supporting the Goods is adequate to hold the Goods in place so that they are able to perform their function according to specification; and

7.6.3 The Goods having been correctly maintained in accordance with the operator’s handbook and protected from exposure to abnormal conditions; and

7.6.4 the Goods having been solely used for the purposes which were communicated to the Seller at the time that the order for the Goods was made and in accordance with the operator’s handbook and not having been used improperly or handled carelessly or subjected to wilful damage; and

7.6.5 Repairs not having been attempted other than by the Seller’s authorised representative or agent; and

7.6.6 The full price for the Goods having been paid by the Buyer;

7.6.7 The Goods are not used in a commercial setting, if they are intended for use in a domestic setting and vice versa.

7.7 The warranties referred to in this condition 7 do not:

7.7.1 Extend to defects arising from any drawings or specifications prepared by the Buyer;

7.7.2 Confer any rights other than those expressly set out in condition 7.1;

7.7.3 Extend to any claim made in respect of any Goods manufactured and intended for domestic use that is used for commercial purpose(s) unless such purpose was communicated to the seller at the time of order.

7.8 Changes and/or alterations to parts or components of the Goods are at the Buyers risk.

7.9 The Seller’s decision on all matters relating to claims under this warranty shall be final. Any goods or defective parts which have been replaced shall become the seller’s property.

7.10 It is the buyer’s responsibility to ensure that the goods comply with any local regulations or by-laws.

7.11 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8. Installation Services

8.1 Time for performance of the installation services shall not be of the essence of the contract and shall not be made so by any notice.

9. Liability

9.1 The seller shall not be liable for any loss or damage whether arising directly or indirectly from any delay in performance of the contract.

9.2 The seller’s liability in the case of loss or damage in transit shall be limited to repairing or replacing the damaged or, as the case may be, the lost goods.

9.3 The entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Buyer in respect of:

9.3.1 Any breech of these conditions;

9.3.2 Any representation, statement or tortuous act or omission including negligence arising under or in connection with the contract.

9.4 Nothing in these Conditions excludes or limits the liability of the Seller:

9.4.1 for death or personal injury caused by the Seller negligence.

9.4.2 For any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability.

9.4.3 for fraud or fraudulent misrepresentation.

9.5 The sellers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the price.

9.6 The seller shall not be liable to the buyer for loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.

10. Termination

10.1 The seller, if finding on full survey the contract is not viable, would return any deposit paid which would terminate the contract. If the buyer fails to take delivery of the Goods or commits any breach of these terms and conditions or any of the events mentioned in condition 6.4 shall have occurred, or if, in the opinion of the seller, the financial standing of the Buyer becomes unsatisfactory the seller may, without prejudice to its other rights and remedies, terminate this contract and any other contract between the buyer and the seller by notice in writing to the buyer. The seller shall also be entitled to, in addition to or as an alternative to termination, under the provisions of this condition to be relieved of all liability under this contract and any other contracts so determined but such termination shall be without prejudice to any claim right the seller might otherwise have against the buyer.

10.2 Cancellation of the Contract by the Buyer, in whole or part, may not be affected except with the Seller’s written consent, and in such event the Buyer will reimburse the Seller for any expenditure or costs incurred by the seller in relation to the order or such part of it so cancelled.

10.3 Notice of Right to Cancel
(7 Day Cooling Off)

As the customer, you have a legal right to cancel your contract, at no penalty, with Rainbow Windows Ltd

As such, a 7 day cooling off period shall apply to this contract.

Please note that you may be required to pay for the goods/services supplied if the performance of the contract has already begun prior to the expiry of the cancellation period.

Your notice of cancellation shall be deemed to be served to Rainbow Windows on the date on which it was sent, or posted to Rainbow Windows.

If you wish to cancel this contract, please notify Rainbow Windows by e-mailing hello@rainbowwindows.co.uk or by letter to the Rainbow Windows.

11. General

11.1 The Buyer shall not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under the contract without the prior written consent of the Seller.

11.2 Any notice given by one party to the other under the Contract must be in writing and may be delivered personally or by pre paid first class post and in the case of post will be deemed to have been given two (2) days after the date of posting.

11.3 Neither party shall make or permit any person connected with it to make any announcement concerning this supply and purchase of the Goods and/or Services or any ancillary matter on or after the date of the contract except as required by law or any competent regulatory body or with the written approval of the other party, such approval not to be unreasonably withheld or delayed.

11.4 Either party shall at the request and cost of the other do or procure the doing of all such further acts and execute or procure the execution (as a deed or otherwise) of all such documents as may from time to time be necessary to give full effect to the contract.

11.5 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unforceability shall not affect the other provisions of the contract which shall remain in full force and effect.

11.6 If any provision of the Contract is so found to be invalid or unforeseeable but would cease to be invalid or unforeseeable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

11.7 A person who is not party to the contract shall have no rights under the contracts (Rights of third parties) Act 1999 to enforce any term of contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that act.

11.8 Each party shall bear its own costs and expenses incurred in relation to the negotiation, preparation, execution and implementation of the contract and all other documents to be completed in accordance with its provisions.

11.9 Nothing in the contract is intended to create a partnership or joint venture or legal relationship of any kind that would impose liability upon one party for the act of failure to act of the other party between the parties, or to authorise either party to act as agent for the other. Save where expressly stated in the Contract, neither party shall have authority to make representation, act in the name or on behalf of or otherwise to bind the other.

11.10 The rights and remedies provided by the Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by either party shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of the contract or of a default under the contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of the contract.

11.11 The rights and remedies provided by the contract are cumulative and (unless otherwise provided in the contract) are not exclusive of any rights or remedies provided at law or in equity.

11.12 These conditions, together with the documents referred to in them, constitute the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersede any previous agreement between the parties relating to such matter.

11.13 Each of the parties acknowledges and agrees that in entering into the contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the contract. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of the contract.

11.14 This agreement and any matter arising from or in connection with it shall be governed by and constructed in accordance with English law.

11.15 Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with the contract.

11.16 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on statements) order 1976) the statutory rights of the Buyer are not affected by these conditions.