Terms & Conditions of Sale

 
1.DEFINITIONS
“The Company”: Daylight & Ventilation Solutions Limited.
“The Buyer”: The persons, firm or company entering into the contract with the Company.
“The Conditions”: The conditions herein contained relating to the sale of the goods.
“The Contract”: The contract between the Company and the Buyer, created upon acceptance of the Buyer’s order.
“The Goods”: The goods supplied hereunder in accordance with the order.
“The Order”: The order placed by the Buyer, based on the Company’s quotation.
“The Quotation”: The quotation provided by the Company to the Buyer.
       
2. GENERAL
 
2.1.
Quotations for and acceptance of all orders are subject to these conditions and shall govern the contract to the exclusion of all other terms and conditions. The Buyer shall be deemed to have accepted these conditions on placing the order.
 
2.2.
No addition to or variation from these terms and conditions shall have effect unless the same are expressly accepted by the Company in writing under the hand of a director of the Company.
 
2.3.
The conditions represent the entire agreement and understanding of the parties and supersede any prior agreements, representations or undertakings.
       
3. PRICE
3.1. The price for goods will be as provided in the quotation, and confirmed to the Buyer in the Company’s invoice.
3.2. The Company reserves the right to vary from the price quoted to the extent that such variation is required to cover increases in the cost of supplying the goods between quotation and delivery to the Buyer. Prices at the date of delivery shall therefore prevail.
       
4. PAYMENT
4.1. Payment shall be made in accordance to with the terms agreed and confirmed to the Buyer on the Company’s invoice.
4.2. In the event of late or part-payment, the Company shall reserve the right to charge interest at the rate of 5% above the Company’s bank base lending rate on the sum outstanding on a daily basis until full payment is received.
4.3. All prices quoted are exclusive of VAT, unless expressly stated otherwise in writing.
       
5. DELIVERY
5.1. Items available for online ordering are in stock, and will typically be delivered in 2 working days from order/cleared payment. Delivery for items that are manufactured to order, will be delivered according to the lead-in period provided on our quotation or order acknowledgement documentation.
5.2. The appointment of carriers is at the Company’s sole discretion unless the Buyer indicates a specific carrier prior to quotation.
5.3. Delivery shall be made to the delivery address specified on the Company’s order acknowledgement document; the Company reserves the right to make an additional charge for delivery to an alternative delivery address.
5.4. Off-loading shall be the entire responsibility of the Buyer, and the Company accepts no liability for damage to the Goods during off-loading.
5.5. The Buyer must examine the goods before signature of any delivery note and failure by the Buyer to express dissatisfaction with the Goods having given a signature for them will disentitle the Buyer from making any claim against the Seller or the carrier in respect of any damage to the Goods. Adding a comment such as “Not checked”, or similar to the delivery note will render the Buyers warranty invalid.
5.6. All reasonable efforts will be made by the Company to fulfil delivery dates provided that reasonable notice of such date is given by the Buyer. The Company will not be liable for any loss, damages or expenses sustained by the Buyer in consequence of failure to deliver by the estimated date or in consequence of any delay in delivery howsoever caused.
5.7. The Company will consider repair or replacement of goods damaged or lost in transit where delivery is made by the Company’s carrier providing written notice of such damage or loss is provided within 3 days by the Buyer.
       
6. SIZES
  All sizes quoted relate to the roof opening size and are in millimetres unless expressly stated, in writing otherwise.
       
7. RISK AND PROPERTY
7.1. Risk in the goods passes from the Company to the Buyer upon delivery.
7.2. Title in the goods will not pass to the Buyer until payment in full of the invoice.
7.3. Where the Buyer sells goods on to a third party title will pass immediately before the goods are delivered to such third party.
7.4. Where goods are attached to, or incorporated in other goods, or altered, title will not pass by virtue of such attachment or alteration, where the goods can be detached or removed.
7.5. The Buyer is required to store the goods supplied separately from any other goods in its possession until title has passed in accordance with sub-paragraphs 7.2 and 7.3 above.
7.6. If the Buyer is overdue in payment for the goods or other goods supplied by the Company, the Company may recover and sell the goods. The Company shall be entitled to take possession of the goods and is hereby granted licence to enter the Buyer’s premises for such purpose and may, if necessary, detach or remove the goods from other goods or equipment. This will not affect any other right the Company may have against the Buyer.
7.7. Until payment for the goods and all other goods which are supplied under these conditions:
  7.7.1. The Buyer shall hold the goods upon trust for the Company.
  7.7.2. If the goods are sold the Buyer shall hold the proceeds of sale on trust for the Company in a separate bank account specifically designated for this purpose.
  7.7.3. The Company reserves the right to trace the proceeds of sale received into any bank or other account which the Buyer maintains.
  7.7.4. If the goods are sold the Company may by written demand require an assignment of the Buyer’s right to recover the price from any third party.
  7.7.5. If the Buyer incorporates the goods into, or uses the goods for manufacture of other goods, before payment in full of the price, the Company shall be entitled to take possession of the new goods and is hereby granted a licence to enter the Buyer’s premises for the purpose of recovering the new goods. The Company shall be entitled to sell the new goods (subject to any third party rights therein) and shall retain from the proceeds of sale the amount outstanding to the Company for the goods and pay any balance remaining to the Buyer.
     
8. WARRANTY AND LIABILITY
8.1. Subject to the conditions set out below, the Company warrants that the goods will be free from defects in material and workmanship for a period of 60 months from the date of delivery and shall replace any goods which the Buyer proves to the satisfaction of the Company to be faulty in accordance with this condition. The Company shall not be liable under this Warranty or otherwise for any direct or indirect loss whatsoever arising out of any defect in the Goods or any part thereof.
8.2. The warranty given in paragraph 8.1 is subject to the following conditions.
  8.2.1. The Company shall be under no liability in respect of any defect in the goods arising from any specification of the Buyer provided in its order or any tender.
  8.2.2. The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the goods without the Company’s written approval.
  8.2.3. The Company shall be under no liability in respect of installation, when carried out by the Buyer or a sub-contractor employed by the Buyer.
  8.2.4. The Company shall be under no liability under the above warranty if the total price for the goods has not been paid by the due date for payment.
  8.2.5. The above warranty does not extend to parts, materials or equipment not manufactured or supplied by the Company, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee provided by the manufacturer thereof to the Company.
  8.2.6. The warranty shall not be assigned or transferred unless the Company’s consent in writing has first been obtained.
8.3. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are expressly excluded to the extent permitted by law.
8.4. Except in respect of death or personal injury caused by the Company’s negligence (or implied under the Consumer Safety Act 1987) the Company shall not be liable to the Buyer by reason of any representation, implied warranty, condition or other term or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever arising out of the supply of goods and the Company’s liability for direct loss (otherwise than for death or personal injury) shall be limited to the value of the invoice for the contract.
   
9. STORAGE
9.1. The Company shall remain the right to levy a storage charge of £25/m² per week to the Buyer for all goods stored by the Company within 1 month of the following;
  9.1.1. The Buyer failing to collect any goods from the Company’s premises following written notification of availability for collection;
  9.1.2. The Buyer failing to take delivery of the goods or failing to make arrangements for delivery upon written notification of readiness for dispatch.
       
10. RETURNS/CANCELLATION
10.1. The Company will not accept the return of any goods without its prior written consent.
10.2. Where such consent is provided goods shall be returned at the Buyers expense.
10.3. Credit for goods returned will be provided by the Company at the goods resale value, less a handling fee of 50%, provided that the goods are returned in a condition suitable for resale.
10.4. Products ordered online are shipped within 24 hours of payment and so can only be cancelled if done so before receiving an emailed dispatch note. All other products are manufactured to order and so unless written notification is received within 48 hours of an order being placed, the order cannot be cancelled. The Company also retains the right to make a charge of £75.00 in addition to all incurred costs to the Buyer for all orders that are cancelled after the Seller has received from the Buyer a signed Order Acknowledgement confirming the order, specifications and sizes of the Goods.
       
11. ALTERATIONS/MODIFICATIONS
  The Company may make such alterations or modifications as it deems necessary to the goods or their manufacture without notice to the Buyer from time to time.
       
12. NOTICES
  All notices to be given under the contract shall be given by prepaid first class post or facsimile to the registered office or principal place of business of the party to be notified and shall be deemed to have been delivered if by letter at the expiration of 48 hours after posting and if by facsimile on receipt.
       
13. TERMINATION
  Without prejudice to any other remedies the Company may have against the Buyer. The Company may terminate the contract on notice to the Buyer, upon the Buyer becoming bankrupt or insolvent or upon a resolution to wind up the Buyer being passed or a receiver, administrative receiver or administrator being appointed and shall be entitled to take possession of all goods supplied and unpaid for, in accordance with paragraph 7 hereof.
       
14. FORCE MAJEURE
  The Company shall be entitled to cancel the contract or reduce the quantity of goods to be provided if it is prevented from providing the goods through any circumstances beyond its reasonable control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, and will not be liable for any loss or damage incurred whatsoever arising there from.
       
15. GOVERNING LAW
  The contract shall be governed by English law and subject to the exclusive jurisdiction of the High Court in England.