1. Definitions
1.1 ‘Seller’ means Cheshire Window Shutters
1.2 ‘Buyer’ means the person or company who buys or agrees to buy the goods from the Seller.
1.3 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller as set out in the Seller’s confirmation of order.
1.4 ‘Conditions’ means the Terms and Conditions set out in this document and any special Terms and Conditions agreed in writing by the Seller.
2. Conditions Applicable
2.1 These conditions shall apply to all contracts for the Sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions unless expressly agreed in writing by the Seller.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions, acceptance of the offer shall occur and a contract for the sale and purchase of the Goods shall come into being on receipt by the Buyer’s of the Seller’s confirmation of order, which shall be subject to these terms and conditions.
3. Price and Payment
3.1 The price shall be the Seller’s quoted price for the Goods as quoted on the order confirmation or invoice and subject to any agreed discounts.
3.2 The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.3 The Seller reserves the right to change prices from those published at any time without prior notice.
3.4 Payments unless otherwise stated by the Seller shall be payable by the buyer 14 days from the date of invoice unless otherwise agreed in writing by the Seller. Time for payment shall be of the essence. The Seller reserves the right at any time to request cash on order in relation to any future orders of Goods.
3.5 The Seller reserves the right to charge interest on all overdue accounts at the rate set out in Late Payment of Commercial Debts (Interest) Act 1998.
3.6 Such interest being deemed to accrue on a day-to-day basis from the date payment becomes due until receipt of cleared funds in full settlement.
3.7 Payments that are returned to the Seller from the Buyer’s bank for whatever reason will inure an administration fee of £30 per transaction which shall be payable by the Buyer in addition.
3.8 The cost of any legal correspondence sent to the Buyer from the Seller and other legal expenses incurred by the Seller in pursuing any non payment will be added to theBuyer’s total outstanding balance and shall be payable by the Buyer.
3.9 Express delivery, special freight, excess storage and carriage charges will be payable in addition by the Buyer and shall be charged on the invoice as quoted on the order confirmation.
3.10 In the unlikely event that the Seller is asked by the Buyer to provide a quotation the quotation will be valid for 7 days only.
3.11 The Seller reserves the right to increase the price as set out in the quotation or confirmation of order in line with exchange rate changes or to reflect any increase in the delivery and shipping charges imposed by third party couriers or as a result of an increase in fuel costs, and shall notify the Buyer of such increases which shall be payable in addition.
4. Retention of title
4.1 Whilst risk in the Goods supplied to the Buyer by the Seller shall pass on delivery, legal and beneficial ownership of the goods shall remain with the Seller until such time as they and all sums due to the Seller have been paid for in full.
4.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, 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.
4.3 Until such time as the property in the Goods passes to the Buyer,
4.3.1 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 Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
4.3.2 provided the Goods are still in existence, 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 including the Buyer’s customers and end users where the Goods are stored and repossess the Goods and the buyer shall ensure that in any contract or agreement it has with its customer it shall reserve such right to the Seller to repossess the Goods, and on request the Buyer shall supply contact details of its customer to enable the Seller to exercise its rights under this clause.
4.3.3 The Buyer shall not be entitled to pledge, create a lien over 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.
5. Made to measure orders
5.1 The Seller deliver bespoke orders manufactured according to measurements provided by The Buyer. The Seller manufactures to specific tolerances as determined by the nature of the product and specified within the Seller’s published specifications for such Goods only. All orders accepted by the Seller are subject to these specifications.
5.2 Made to measure orders are only accepted on current electronic order forms (Order Card) and must be supported by technical drawings & colour samples where relevant.
5.3 Unauthorised modifications to the order card are not permitted.
5.4 Technical drawings and templates need to be clear and unambiguous, with all dimensions and details distinct and legible and must be of a sufficient industry standard to an enable a manufacturer to manufacture Goods against the technical drawing.
5.5 It is the Buyer’s sole responsibility to ensure the accuracy of the technical drawings and the Seller shall be entitled to assume that all technical drawings supplied are correct and to manufacture Goods in accordance with such technical drawings. The Buyer shall be responsible for the price of the Goods If the Buyer discovers an error in the technical drawings once the manufacturing process has commenced the Buyer should inform the Seller immediately and submit corrected technical drawings and the Seller shall use its reasonable endeavours to correct the error however the Buyer shall remain responsible for any Goods manufactured to the old technical drawings which can not be stopped or any charges incurred by the Seller in relation to stopping the manufacture or otherwise.
5.6 The Seller accepts no liability for orders and specifications details which are not clearly communicated by the Buyer or which are inaccurate, misleading, incomprehensible or incomplete.
5.7 Once an order is received and Seller issues an order confirmation the Seller will process it into production subject to receiving any technical drawings or other required specifications (as the case may be). The Seller will not modify the Buyer’s measurements in any way and it is the Buyer’s responsibility to ensure that the measurements ordered are correct.
5.8 Where the Goods are manufactured to the Buyer’s specifications the seller does not warrant or guarantee the Good’s tolerances.
5.9 Due to the nature of e-mail we recommend that the Buyer activate the “read receipt” functionality in the e-mail when placing its order.
5.10 Following processing the Seller will send an order confirmation to the Buyer which includes the Seller’s order number. The Buyer should contact the Seller if an order confirmation is not received within 2 working days of initial order being placed.
5.11 Confirmation of production and shipment only occurs once the order status states the Goods are in production or shows the Goods as being in transit.
5.12 A weekly order status report is sent to the Buyer and the Seller recommends that this is checked to ensure all orders are being progressed.
5.13 Orders may require modification or clarification for technical reasons before production can begin. In these cases The Seller will contact the Buyer by e-mail to clarify and confirm the specification beyond doubt, the Buyer will then communicate it writing the specification required.
5.14 The Seller reserves the right to discontinue any product or product range without prior notice.
6. Measuring and ordering responsibilities
6.1 The Goods are made to the order dimensions and specifications provided by the Buyer.
6.2 It is the Buyer’s responsibility to satisfy itself that the dimensions and specification it is ordering is correct.
6.3 The Seller accepts no liability for the suitability or accuracy of the dimensions and specification relating to the Goods ordered notwithstanding that from time to time the Seller and its staff may provide advice or guidance and/or be in attendance on site at the measuring phase, at the request of the Buyer. Where such assistance is provided it is without liability.
6.4 The Seller reserves the right to charge for account managers time spent surveying and or measuring consumer shutters. In addition the Seller may also levy a per metre charge for fitting or assisting in the fitting shutters on behalf of the retailer.
7. Cancellation of the Order by the Buyer
7.1 Modifications, amendments and cancellations to the order after confirmation can only be made with the Seller’s written agreement without which the Buyer accepts full liability for the cost of the order under these conditions.
7.2 Since the Goods are made to measure, once production has begun cancellations cannot be accepted and full payment will be required.
7.3 The Buyer is recommended to secure payment of a non-refundable deposit from their customers prior to placement of the order with the Seller.
Deliveries
7.4 The Seller will contact the Buyer to arrange delivery of the goods. All dates given are without liability and may be subject to change without prior notice.
7.5 The Seller reserves the right to charge a Missed Delivery charge plus any Delivery charges in cases where, despite a prearranged delivery agreement, the Buyer is not present to accept delivery.
7.6 The Seller will deliver to the Buyer’s main place of trading. Other destinations may be arranged by request but will be subject to special delivery charges which vary according to volume and location, which shall be payable by the Buyer in addition.
7.7 The Seller endeavors to deliver all orders with the minimum of delay. In the event that the Seller is required by the Buyer to hold orders for a period greater than seven days weekly Warehouse Storage charges will apply per full week the Goods remain with the Seller, which shall be payable by the Buyer in addition.