Please take the time to read our full terms and conditions of sale for Britdoors Group Ltd.
1.1 In these conditions
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“Seller” means Britdoors Group Ltd registered in England & Wales with company number 08177711 whose registered office is Seebeck House, 1 Seebeck Place, Knowlhill, Milton Keynes, MK5 8FR.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
1.2 Any reference in these Conditions to any provision of a statute or regulation shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for the convenience only and shall not affect their interpretation
2. BASIS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller, which is accepted by the Buyer, or any written order of the Buyer, which is accepted by the Seller. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 These terms and conditions can only be altered or qualified by a document signed by a director of the Seller setting out in full all the relevant alterations and qualifications
2.3 Acceptance of delivery of the Goods shall constitute acceptance of these Conditions where acceptance has not previously been communicated by the Buyer to the Seller
2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract
2.5 Any illustrations, performance details, examples of installations and methods of assembly and all other technical data in marketing or technical literature or advertisements are based on experience and upon trials under test conditions and are provided for general guidance only. No such information or data shall form part of the Contract.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller or its authorised representative
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation
3.3 The Buyer shall be solely responsible for ensuring that all drawings and dimensions (including in particular the “manufacturing size” specified in the Seller’s survey details) given to the Seller, either directly or indirectly by the Buyer or by the Buyer’s agents, employees, consultants or advisers, are accurate, correct and suitable.
3.4 The Buyer shall indemnify the Seller from and against all actions, claims, costs and proceedings which arise due to the manufacture of Goods to the drawings, dimensions or specification of the Buyer where such drawings dimensions or specifications are at fault.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements or which do not materially and detrimentally affect their quality or performance
3.6 No order which has been accepted by the Seller may be altered or cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the alteration or cancellation.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or where no price has been quoted the price listed in the Seller’s published price list current at the date of acceptance of the order. Unless otherwise agreed by the Seller all prices quoted are valid for 28 days only or until earlier acceptance by the Buyer, after which time they may be subject to change. Prices quoted are for the total quantities shown and the Seller may not offer the price or prices quoted for smaller quantities.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without imitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure by the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance. No refunds are payable for return of packaging.
4.4 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of Goods, which shall be charged in addition to the Seller’s quoted price for the Goods.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer fails to take delivery of the Goods on the date or dates specified in the order in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 Subject to the provisions of Condition 5.3 the Buyer shall pay the price for the Goods within 30 days from the date of invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 Where the Goods are delivered by instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these Conditions.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to :-
5.4.1 cancel the Contract or suspend any further deliveries or performance to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and
5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Lloyds Bank PLC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.5 No disputes arising under the Contract and no delays beyond the control of the Seller shall interfere with the Buyer’s duty to pay invoices when due.
5.6 The Buyer shall reimburse the Seller for any legal and other costs incurred by the Seller in enforcing the terms of the Contract, such reimbursement to be on a full indemnity basis.
5.7 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery or performance shall not be of the essence. The goods may be delivered by the Seller in advance of the quoted date upon giving reasonable notice to the Buyer to deliver any one or more of the instalments in accordance with these Conditions. Any claim or complaint by the Buyer in respect of any delivery shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.3 The Seller will endeavour to comply with reasonable requests by the Buyer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed at the Buyer’s request the Buyer shall pay all costs and expenses (including storage, insurance and transportation) occasioned thereby and payment for the Goods shall be made in accordance with these Conditions.
6.4 If the Buyer refuses or fails to take delivery of the Goods or refuses or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
6.5 Unless otherwise expressly agreed in writing by the Seller any packaging supplied by the Seller is intended to be only sufficient to protect the goods for all normal conditions of transit and for the normal period of transit only.
6.6 The Buyer shall not be entitled to reject the Goods if the Seller delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the price by the Seller.
6.7 If it is found that failure or delay in delivery of the Goods is the responsibility of the Seller (as opposed to the Buyer or the carrier), the Seller’s liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods or similar description and quality in the cheapest market available, less the price of the Goods.
7.1 The Buyer shall have no right or claim for shortages or defects apparent on visual inspection unless:
7.1.1 The Buyer inspects the Goods immediately on arrival at its premises or other agreed destination and
7.1.2 a written complaint is made to the Seller within 3 days of delivery of the Goods or such shorter period as the carrier’s conditions (if applicable ) require specifying the shortage or defect and
7.1.3 The Seller is given an opportunity to inspect the Goods and investigate any complaint before any use is made of the Goods in accordance with clause 7.6.
If a complaint is not made to the Seller as herein provided then the Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to pay for the same accordingly.
7.2 Whether or not the Seller arranges delivery the Seller is in no way responsible for the delivery of the Goods and is in no way liable for claims for loss or damage in transit which must be made by the Buyer against the carrier in accordance with the carrier’s conditions.
7.3 All allegations as to total non-delivery of any consignment of the Goods must be made by the Buyer in writing to the carrier and to the Seller within 3 days of the date of the Seller’s advice note or invoice or other notification of despatch, or within such shorter time limit as may be specified in any conditions of the carrier.
7.4 Failure by the Buyer to comply with the provisions hereof shall render the Buyer liable for any temporary or permanent loss of the Goods and all additional costs and expenses of the Seller in relation thereto.
7.5 The Buyer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery unless notice is served in accordance with clause 7.1
7.6 The Seller may within 28 days of receiving a written complaint in accordance with clause 7.1 inspect the Goods and the Buyer if so required by the Seller shall take all steps necessary to enable the Seller to do so.
8. RISK AND PROPERTY
8.1 Risk in the Goods shall pass to the Buyer:-
8.1.1 in the case of Goods to be delivered at the Seller’s premises, when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, when the Goods or a relevant part thereof leave the premises of the Seller whether or not the Seller arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Buyer against the carrier in accordance with the carrier’s conditions.
8.2 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 in cash or 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.
8.3 Until such a 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 keep them properly maintained, stored, protected and insured and identified as the Seller’ property.
8.4 Until such time as the property in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith. The Seller shall be entitled to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess and remove the Goods.
8.5 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 prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.6 The Seller may at any time serve notice in writing on the Buyer specifying that property in the Goods has passed to the Buyer.
8.7 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 11.1 or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product or become a permanent fixture in the Buyer’s (or the Buyer’s customer’s) premises, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer (or its appointed receiver) to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the Goods are stored in order to recover them.
9.1 The Seller warrants that on delivery the Goods shall conform in all material respects with their description and any applicable specification as per clause 3.2.
9.2 Save as set out in this Contract, all warranties, conditions and other terms implied by statute, regulation or common law are excluded to the fullest extent permitted by law.
9.3 The Seller warrants that the following materials and goods will be reasonably fit for purpose for the time periods set out below:
Table 1 – Warranty Periods:
||Duration of warranties
||10 years from the date of manufacture
||10 years from the date of manufacture
|Door outer frame
||10 years from the date of manufacture
||1 year from the date of manufacture
||1 year from the date of manufacture
|Double glazed units
||1 year from the date of manufacture
9.4 The warranties set out in Table 1 will not apply where the Seller elects (in its discretion) to assign to the Buyer the benefit of the original manufacturer’s warranty which is similar in nature and duration.
9.5 The Seller shall not be liable for the Goods failure to comply with the warranty set out in 9.1 or 9.3 in any of the following events:
9.5.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 7.1.2 or 9.10.2;
9.5.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good practice regarding the same;
9.5.3 the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
9.5.4 the Buyer alters or repairs or makes modifications to the Goods without the written consent of the Seller;
9.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, neglect, misuse or abnormal storage or working conditions;
9.5.6 the Goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
9.5.7 the defect arises due to the use of inappropriate or unapproved cleaning materials or due to lack of periodic lubrications of moving parts; and
9.5.8 the breakage of glass (except where the same occurs in the ordinary use of the Goods).For the avoidance of doubt, the warranties do not apply to accidental breakage.
9.6 The Buyer acknowledges that the Seller may be reliant upon the supply of replacement parts from its suppliers. The Seller acknowledges that the Seller has the right to modify designs and specifications for the Goods and if any defective Good (or any part of a defective Good) is not available or obsolete, a product or part of similar specification will be provided.
9.7 The warranties set out in clause 9.1 and clause 9.3 apply only to Goods supplied in the UK.
9.8 The warranties set out in this clause 9.1 and clause 9.3 shall not apply where the defect arises due to any event referred to in clause 10.5.
9.9 The Buyer must provide proof of purchase before any claim for breach of warranties as set out in this clause 9 is dealt with.
9.10 The Buyer shall only be entitled to enforce the benefit of the warranties set out in this clause 9 subject to the following conditions:
9.10.1 Where the Buyer makes a claim under clause 7.1, the Buyer must have given notice in writing to the Seller within the timeframe set out in clause 7.1.2 that some or all of the Goods do not comply with the warranty set out in clause 9.1 or 9.3;
9.10.2 Where the Buyer makes a claim for breach of warranties other than in accordance with clause 9.10.1, the Buyer must have given notice in writing to the Seller as soon as possible following the date on which the defect arose; and
9.10.3 the Seller must be given a reasonable opportunity to examine such Goods.
9.10.4 Where the Buyer makes a successful claim under the terms of these warranties, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full or in part (as the case may be) following which the Seller shall have no further liability to the Buyer provided that:
18.104.22.168 the defective Goods shall be returned carriage paid to the Seller whereupon they shall become the property of the Seller; and
22.214.171.124 in the event that the Buyer requests the Seller’s personnel repair or replace the Goods, the Seller shall be entitled to charge for travelling and labour at its prevailing standard rates.
9.11 Any warranty or guarantee by the Seller is given solely for the benefit of the Buyer. All claims hereunder must be made by the Buyer and not by any other person, firm or company who may have possession of the Goods.
10.1 The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents or sub-contractors) to the Buyer in respect of any breach of this Contract, any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Subject to clause 10.4 the Seller’s total liability to the Buyer shall be limited as follows:
10.2.1 for any loss or damage to the Buyer’s tangible property arising out of the Seller’s breach of contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the level of insurance that the Seller had in place at the time the incident occurred in respect of each incident or series of connected events; and
10.2.2 for any other direct loss arising out of the Seller’s breach of contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the price of the Goods supplied to the Buyer.
10.3 The Seller shall not be liable to the Buyer for any indirect, consequential, special or punitive loss, damage, costs and expenses, loss of profit, loss of business, loss of reputation or depletion of goodwill.
10.4 Nothing in this Contract excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or for fraud.
10.5 The Seller shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the Seller shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 3 months then either party may terminate this Contract by giving 7 days’ written notice to the other party.
11. INSOLVENCY OF BUYER & TERMINATION
11.1 An “Insolvency Event” shall occur if an order is made or a resolution is passed for the dissolution or winding-up of the Buyer or an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the Buyer or its trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the Buyer’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or undergoes a similar or analogous event in any jurisdiction or (being an LLP) suffers or undergoes and similar or analogous events in any jurisdiction or (being a partnership) has 1 or more partners who have undergone or may in the reasonable opinion of the Seller undergo such analogous events in any jurisdiction.
11.2 Without prejudice to any other right or remedy available to the Seller if the Buyer is subject to an Insolvency Event then the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without incurring any liability to the Buyer and, if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.3 The Seller shall be entitled to terminate this Contract immediately by giving notice to the Buyer if the Buyer commits a material breach of any term of this Contract and such breach (if capable of remedy in the Seller’s opinion) is not remedied within 14 days.
12. CONFIDENTIALITY & INTELLECTUAL PROPERTY RIGHTS
12.1 The Buyer undertakes that it shall not, for the duration of this Contract and for a period of 3 years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Seller or any of its group of companies to which the Seller belongs, except as permitted by clause 12.2 below.
12.2 The Buyer may disclose the Seller’s confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Buyer’s obligations under this Contract. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Seller’s confidential information comply with this clause 12; and
12.2.2 as may be required by law, court order or any governmental or regulatory authority.
12.3 The Buyer shall not use the Seller’s confidential information for any purpose other than to perform its obligations under this Contract.
12.4 For the purpose of this clause 12, “confidential information” shall include any drawing, data, documents or other information supplied by the Seller to the Buyer relating to the Goods or the business of the Seller.
12.5 Neither the supply of the Goods to the Buyer nor any clause of this Contract shall grant or transfer (or be deemed to grant of transfer) any right or title in any copyright, design, patent or trade mark belonging to or under the control of the Seller.
13. GENERAL PROVISIONS
13.1 If a court decides that any part of the Contract cannot be enforced, that particular part of the Contract will not apply, but the rest of the Contract will. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Contract shall not prevent the exercise of that or any other right. The Buyer cannot assign or transfer any benefit, burden, interest or obligation under the Contract but the Seller can assign or transfer its benefit, burden, interest or obligation arising under this Contract without the consent of the Buyer. No person other than a party to this Contract shall have any rights to enforce any terms of this Contract. Nothing in this Contract shall create (or be deemed to create) a partnership or agency between the parties. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.
Britdoors Group Ltd,
Unit 1 Newent Business Park, Newent, Gloucestershire GL18 1DZ
Tel: (01531) 822585 Fax: 0845 219 8309
Registered in England No 08177711