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11/10/2008 |
Terms and ConditionsGlass Creations Ltd - Standard Terms and Conditions 1 Definitionsa The sub-headings of these Terms are for convenience only and do not form part of this Agreement.b The “Supplier” shall mean Glass Creations Ltd also referred to as “we” or “us” within these terms & conditions. c “Customer” means any person or organisation that requires the provision of goods and/or services from the Supplier. d The “Contract” shall mean agreement between the Supplier and the Customer for the complete package of work to be undertaken by the Supplier for the Customer in accordance with a timetable of work and as detailed in the verbal instructions or Purchase Order and/or Statement of Requirements and/or Contract Schedules and/or other list of aims and objectives. e The “Purchase Order” shall mean a formal written instruction or verbal instruction from the Customer to the Supplier under which the Supplier is authorised to undertake work against a financial limit of liability. f “Goods” means any goods including any instalment of the goods or any part of them and/or services described in the instructions and/or Purchase Order etc. g “Acceptance” means acceptance of the goods or services provided by the Supplier in relation to any part of the Contract and achievement of the aims and objectives as defined in the Statement of Requirements or on the Purchase Order or other agreed instructions. h “Statement of Requirements” means the written statement of requirements for the Contract, prepared by the Customer or prepared by the Supplier on behalf of the Customer in which the scope and scale of the Contract are defined. i The “Proposal” shall mean the Supplier’s written or website offer to provide the Goods. j The “Price” means the agreed price of the Goods including postage packing and insurance of out bound goods and/or the charge for the service k “Delivery Address” means that address specified by the Customer on the Purchase Order or otherwise stated in writing. 2 Conditions of Sale a All goods and/or services provided by us shall be deemed to be provided under these terms and conditions which shall prevail and take precedence over any other terms and conditions from the customer. b The contract of sale is formed at the point where we acknowledge the Customer’s order. Cancellation is not permissible once an order has been acknowledged. c The prices shown in the printed catalogue or otherwise are a general guide in Sterling currency and we reserve the right to change prices from time to time. Confirmed prices will be given at the time of order placement. d All orders are subject to acceptance by Glass Creations Ltd and to the availability of the goods or services. We reserve the right to refuse any order without the need to justify that refusal. e When entering into any order/sales transaction with us the customer assures us that: · they are empowered to place such an order · the debit or credit card offered is either a personal card or a company card and that they are authorised to use it and that there are sufficient funds or credit facilities to cover the price of the transaction. Glass Creations Ltd reserves the right to obtain validation of such cards before providing the goods or services to the customer. f There is no express or implied warranty that any item supplied by us is fit for a particular or specific purpose. The Customer is responsible for ascertaining whether a specific product is suitable for the use intended or required purpose before order placement. g These conditions shall form the basis of the contract between the Customer and the Supplier. Notwithstanding anything to the contrary in the Customer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the Supplier’s sole authorised representative, Ms Anna Cart. No other servant or agent of the Supplier has power to vary these conditions orally or in writing. 3 Payment Terms a VAT is applicable and chargeable by law on all goods, services and carriage payments at the current rate (17.5%). b Our standard terms of payment are payment in full upon order placement and these terms may not be varied unless agreed in writing. Payments may be made in cash, by cheque, by credit card or Bank transfers which may be made to “Glass Creations Ltd, Natwest Bank,1 Market Place, Nuneaton, CV11 4YY, Sort Code 54-21-13, Account number- 21551111 c In exceptional circumstances where other payment terms are agreed in writing e.g. open account, our terms of payment are payment of cleared funds within 21 calendar days of the date of invoice. In the event of late payment by business customers we will be entitled to reparation in accordance with the Late Payment of Commercial Debt (Interest) Terms Act of 1998 as modified in 2002. For personal customers the interest due and payable on the outstanding amount will be calculated on a daily basis at a rate 8% above that of the current base lending rate of our bank. Also we reserve the right to recover in full any additional costs incurred in the pursuit of such late payments. 4. Carriage and Delivery a Our charges for packaging & delivery in the UK mainland are included on all orders over £200 VAT Ex. For orders under that price our standard charge is £12 inc vat. The stated delivery date is an estimate and we accept no liability for failure to deliver within that estimated date. b We are unable to accept any liability for Goods damaged in transit unless the Customer advises us in writing within 7 calendar days of the delivery of the goods and provides evidence of the damage in transit. c The Customer shall take delivery of the goods when they are available for delivery. If the Customer is not able to do so we reserve the right to place the goods in storage and insure them. The Customer will pay all such costs. d Delivery is deemed to have taken place when the goods are delivered to the address nominated by the Customer when placing the order. In the event that the Customer wishes to advise non-delivery, this must be done in writing and within 7 calendar days of the invoice date. 5. Title and Risk a The title in goods does not transfer until and unless the goods have been paid for in full i.e. cleared funds are received by Glass Creations Ltd. b Transfer of risk takes place when delivery is deemed to have occurred in accordance with Clause 4.d herein whereupon and thereafter the risk of loss, damage, breakage, theft and all other loss shall pass to the Customer. 6 Acceptance of Goods a. In the event of any claim that the goods are not to the required and agreed specification or standard the Customer must provide full details in writing within 7 calendar days of delivery of the goods. We will review such claims and if we agree will replace the goods or refund the price or amend the Goods at our discretion. We reserve the right to reject any such claims not received in the stipulated manner and/or period. 7 Returns Policy a. In the event that any goods need to be returned to us e.g. rejected damaged goods or warranty claims the Customer is responsible for returning the goods complete with our packaging, written notification of defect and without delay to Glass Creations Ltd. We will inspect the goods and providing we agree the Customer’s assessment we will repair, or replace or refund at our discretion and refund carriage. However, if the goods are found to be damaged through abuse or misuse then we will accept no liability. b. When returning goods, the risk for loss, further damage etc remains with the Customer who is advised to secure appropriate insurance cover that is applicable until the goods are delivered to our premises. 8 Variations to the Contract a The scope and scale of the Contract is in accordance with the Proposal. Variations to the Contract are valid only if approved by both Parties in writing. At the Customer’s written request the Supplier will provide a fixed price quotation in respect of any requested changes. 9 Intellectual Property Rights a Title to and copyright in any material, methodology, notes, pictures, artwork and other written/artistic material provided by either party for the purposes covered by the agreement shall at all times remain vested in that party. No rights of title or ownership are transferred, inferred or otherwise acquired. International copyright law and treaties protect all proprietary and design rights and other intellectual property in this material. 10 Additional Costs. a In the event that the Customer shall be in breach of any of his general obligations under this contract then the additional costs reasonably incurred by the Supplier in consequence thereof shall be payable by the Customer. 11 Supplier’s Obligations a. The Supplier shall, subject to the provisions of the Contract, with due care and diligence, design, produce and deliver as required to the Customer’s premises the Goods required under the Contract. 12 Force Majeure a. The Parties shall not be liable in respect of anything which may constitute a Breach of this Contract by forces or circumstances outside the reasonable control of either Party and which shall include (but not be limited to) such as: acts of God, perils of the Sea, Air, Fire, Flood, Drought, Explosion, Sabotage, Accident, Embargo, Riot, Civil Commotion, including acts of Local Government and Parliamentary authority and labour disputes outside the direct supply chain. 13 Termination a This Agreement shall become effective upon that date appended by the last signatory to the Agreement or by the conduct of the Parties and shall continue until terminated by either Party giving to the other not less than 30 days' notice in writing. b If either Party should fail materially to fulfil its obligations under the agreement, the other Party shall have the right to terminate this Contract at any time as of which the default persists, provided that the defaulting Party has been given written notice of the default and (30) days from the receipt of such notice to cure the default. The failure to cure such default within the stated period of time shall entitle the non-breaching Party to terminate this Contract at the end of such period. This remedy is cumulative and in addition to any other remedy the terminating Party may have pursuant to this Contract. 14 Issue of Instructions and Notices a Wherever by these Conditions either Party is required to exercise discretion each shall exercise such discretion fairly within the terms of the contract and having regard to all the circumstances e.g. when . i. giving decisions, opinion or consent ii. determining value iii.or otherwise by taking action which may affect the rights and obligations of either of the parties; b. The Supplier may require the Customer to confirm in writing any decision, instruction or order of the Customer which is not in writing. The Supplier shall make such request without undue delay. Such a decision, instruction or order shall not be effective until written confirmation thereof has been received by the Supplier. c. All certificates, notices or decisions, instructions and orders required or permitted to be given by one party to the other under this Agreement shall be in writing and shall be deemed to have been duly given and received if sent by prepaid United Kingdom Recorded Delivery Post, on the second business day immediately following the date on which it was so sent to the either of the parties at its registered office or principal place of business or to such other address as the party to receive the notice has designated by written notice to the other party pursuant to this paragraph. For the sake of clarity, “e-mail” is not a valid medium for such notices. 15 Dispute resolution a. In the event of a dispute the Parties agree to attempt to resolve the dispute through amicable negotiation. In the event that internal negotiation processes are unable to resolve the problem, either Party can elect to go to arbitration. The governing body for arbitration process will be agreed between the Parties but in the event of a failure to agree the Parties agree herein to approach the Institute of Arbitrators and to accept an arbitration chair person appointed by the Institute and further to be bound by the outcome of arbitration. Also, the Parties agree not to publish or publicise in any other way the outcome of the arbitration hearing without the express written permission of the other Party. 16 Errors & Omissions a Whilst making every effort to ensure that all descriptions and prices in our catalogue and website are both accurate and correct we reserve the right to rescind the contract in the case of serious or manifest errors or omissions notwithstanding any previous actions on our part already accepting the Customer’s order and/or receiving payment. In any of these events, our maximum liability will be limited to a refund of the price paid by the Customer conditional that we are in receipt of the Customer’s payment. In the event of Manifest errors in pricing the Customer will entitled or obliged to purchase the goods at the correct price subject to our written confirmation of such manifest error. 17. Indemnification a Each Party shall at its own expense indemnify and hold harmless the other Party, its subsidiaries, affiliates or assignees, and their directors, officers, and employees, with respect to any claim, demand, cause of action, debt or liability, including legal fees, to the extent that it is based upon a claim that any material used or provided or otherwise used hereunder infringes or violates any patents, copyrights, trade secrets, licences, or other proprietary rights of any third party. Each Party shall promptly provide the other Party with written notice of any claim which it is believed falls within the scope of this paragraph and shall allow that Party to conduct and/ or settle all negotiations and litigation arising from any such claim. In the event the use of any such material is enjoined or it is believed that such use is likely to be enjoined, each Party shall have the obligation, at its expense to: i Modify the infringing materials without impairing the functionality or performance, so that they are non-infringing, or: ii procure for the other Party the right to continue to use the infringing material; or: iii replace said material with equally suitable, non-infringing material, Or in the event of the Supplier’s infringement iv Refund the price. 18 Liability a. Glass Creations Ltd does not accept liability under any circumstances for any consequential or indirect damage or loss howsoever caused and including but not limited to loss of profit, revenue, goodwill, damage to downstream or upstream trading relationships. b. Glass Creations Ltd’s liability in respect of any and all other losses is limited to the refund of the invoiced amount provided that such sum has been paid. 19 Severability a. If any provision of this Agreement is held invalid or otherwise unenforceable by the English Courts the enforceability of the remaining provisions of this Agreement and the Schedules will not be impaired thereby. 20. General a Nothing in these Terms & Conditions affects your statutory consumer rights. b The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder. All waivers must be agreed in writing especially those in respect of alleged breaches. c This Agreement sets forth the entire understanding of the parties with respect to all transactions contemplated hereby and may not be modified or amended except in a writing executed by an officer of Glass Creations Ltd. 21. Law; Jurisdiction and Venue a. English law shall be the proper law of the contract and all claims under the contract shall be settled by reference to the English legal system. All disputes between the Parties shall be resolved by arbitration by an arbitrator to be agreed by the Parties, or, in default of agreement, to be appointed by the President of the Chartered Institute of Arbitrators. 22 Survival a. All provisions of this Contract relating to confidentiality, proprietary rights, non-disclosure and indemnification shall survive the termination of this Contract. ©2004 Bottom Line Improvement Processes Ltd www.blipeuro.com |
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