PABEN WINDOWS LTD - TERMS & CONDITIONS

DEFINITIONS
“The Company” means Paben Windows Ltd. “Customer” means the person, firm or company who enters into a contract with the Company. “Contract” means a contract for services of the Company made between the Company and the customer to which these conditions apply.


FORM OF CONTRACT
1) Unless otherwise expressly agreed in writing these terms and conditions shall in the event of contract prevail. 2) The customer shall not be entitled to cancel any contract unless this has been agreed in writing. 3) The Company reserves the right to charge for any costs related to cancellation together with reimbursement for loss of profit. 4) No contract shall be binding on the Company until the customer has sent the Company its order and the Company has sent its written acceptance of such order to the customer. 5) These conditions apply to every contract and shall prevail over (i) any and all prior representations and (ii) any inconsistent terms or conditions contained or referred to in the customer's order, or in correspondence or elsewhere, or implied by law, trade custom, practice or course of dealing, unless specifically agreed to in writing by the Company. Any purported provisions to the contrary are hereby excluded. 6) A quotation or tender by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company's acceptance of the customer's order. 7) The sending by the customer of its order shall be deemed to constitute an acknowledgement that the contract thereafter constituted has not been induced by any representation save such as may be specified in the contract.

SPECIFICATIONS
1) The Services shall be performed by the Company in accordance with the specifications designated in the customer's order being such specifications as are detailed by the customer to the satisfaction of the Company and contained in the customer's order.
2) No specifications may be modified, added to or otherwise altered after the Company has sent its written acceptance of order to the customer except where such modification, addition or other alteration is notified by the customer in writing. The customer shall, on notifying the Company be deemed to agree to pay to the Company such increased price as the Company may charge under the pricing clause below.
3) the Company shall be deemed to have fulfilled its obligations where the Services performed by the Company under the contract result in a deviation of no more than 0.5% from the specifications designated.

PRICES
1) The prices payable by the customer under the contract shall be either (i) the prices agreed with the customer and noted by the Company in its acceptance of the customer's order or (ii) such increased prices as may be charged by the Company at the time of dispatch of the Goods to the customer. The Company reserves the right at any time to revise any prices to take account of any notification made by the customer and/or increases in costs including (but not limited to) costs of machinery, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rate.
2) All prices quoted are exclusive of value added tax, which will be levied at the prevailing statutory rate.
3) Unless a period is stated with your enquiry payment will be made to the Company within 28 days after the date of invoice/ application. In accordance with government legislation interest will be charged at 18% above current base rate for all overdue accounts.
4) The Company will invoice/make application on a monthly basis or on completion of the works whichever is the sooner.
5) Any dispute to invoices/applications submitted must be made in writing to the Company’s office within 7 days of the invoice/application date. Otherwise the invoices/applications will be deemed to be a true representation of the goods and/or services supplied.
6) No retention from the quoted sums shall be held unless notified in the tender enquiry. Where retention is so notified the first release shall be due at practical completion of the Company's work and the final release due no later than six months from the above date.
7) The customer shall only be entitled to deduct from monies due amounts agreed by the Company as due to the customer or finally awarded in arbitration or litigation in favour of the customer. Subject to notification of any relevant event being made to the Company in writing within seven days of the event becoming apparent.
8) Any goods collected from the Company are accepted as being free from fault and/or damage at the time of such collection.


RESERVATION OF TITLE
1) Ownership of goods supplied by ourselves will only pass to the customer or any person partnership, agent or company acting on his behalf when all outstanding debts due to ourselves from the customer or persons acting on his behalf as stated above under this or any other contract have been discharged in full and until such time as the debts have been paid the customer or any person partnership agent or company acting on his behalf shall be deemed to stand in fiduciary relationship with ourselves as concerns any goods supplied.
2) In any case where the customer wishes the Company to insure any goods the customer must so advise the Company within 14 days prior to delivery of the goods by the Company to the customer quoting the risk to be insured and the full value to be insured and the premium chargeable for such insurance shall be paid by the customer.

PROGRAMME / MANUFACTURE PERIOD
1) Unless otherwise expressly stated any quotation or tender submitted is conditional upon acceptance within 60 days of the date thereof.
2) Any dates of commencement and completion of the contracted works are offered in good faith and may be subject to delay. Time for commencement and completion of the contracted works shall not be the essence of the contract. The Company will use it’s best endeavours to meet any dates quoted to the customer.
3) Unless otherwise specifically noted in the tender documentation prices quoted are for carrying out the works in one continuous operation. If the Company is prevented from doing this an additional visit charge of a sum to be agreed a the time of entering into a contact will be charged for each and every additional visit.
4) The Company will not be liable to the customer for and losses howsoever arising in respect of delays in commencement or completion of the contract works.
5) Prices quoted are based on the work being carried out during normal working hours and unless specifically stated otherwise in our tender night work, weekend work and work on any statutory holiday will be charged as an extra.
6) Any delays occasioned by the fault of the customer, lack of information etc, which involve the Company any loss or expense shall be subject to a charge by the Company.

DESIGN
1) Any drawings or details supplied by the Company to the customer are to be treated as approximate and shall be subject to verification and approval by the customer.
2) Where the Company in required to supply named, branded or patent materials (or materials purchased from named or nominated Companies) no warranty express or implied, statutory or otherwise is given as to the quality or suitability for their purpose of the materials supplied or purchased and their inclusion in the works subject of this contract shall be deemed a full discharge of all the Company obligations relating thereto.

DEFECTIVE GOODS
Goods represented by the customer to be defective shall not form the basis of any claim against the company either for work done by the customer or for any consequential loss arising directly or indirectly from such defects. If such goods are returned to us immediately and accepted by us as defective, they will be repaired/replaced free of charge provided the defects are notified to the company in writing within 21 days of delivery. In the case of goods not of our manufacture, the customer shall be entitled to benefits only as the Company may receive under any conditions given to us in respect thereof.

COLLECTIONS
Any goods collected from Paben Windows are collected on the basis that such goods are accepted as being free from fault or defect at the time of collection, the Company do not accept liability

DELIVERIES
The Company will not be under any liability to replace goods lost or damaged in transit unless the company is notified within three working days of delivery.

ARCHITECTURAL FINSHES
When the Company's goods are supplied with an anodised or polyester powder/Syntha Pulvin finish, the following conditions will apply:
a) It is the responsibility of the customer to ensure the architectural finish supplied is to the required standard before the goods are installed. Once the goods have been erected, the Company shall not be under any liability to meet excess costs incurred by the customer either in dismantling the goods or for any loss, damages or expenses whatsoever incurred by the customer arising directly or indirectly from such unsatisfactory finish.
b) The liability of the Company for defective processing shall be limited to the cost of rectifying the defect and then only if immediate notification of such defective processing is given the Company by telephone. Such notification must be confirmed in writing within seven days from the date of delivery. In all cases, the Company must be given the opportunity of inspection and opportunity to remedy any defects.
c) Unless otherwise stated, the quality of finish will be such as to give reasonable commercial service under reasonable and normal conditions.

SUPPLY ONLY CLAUSES
1) Where fitting of products supplied by the Company is undertaken other than under the direct control of our staff, we cannot accept responsibility either for the standard of the erected structure or for the effectiveness of the glazing.
2) It is the responsibility of the customer, or his architect or engineer, to ensure the Company's products are used for suitable purposes and functions, and conform to Building and Local Authority Regulations. Should the customer face a claim for improper/unsuitable use, this cannot be made the basis of any counter claim against the Company, or be used as a reason for non-payment.
3) The accuracy of the measurements and dimensions when placing an order are the responsibility of the customer, and if our quotation allows for the Company to carry out a site survey, the customer must be present to agree the sizes.
4) Provided the Company manufacture and supply the goods in accordance with the written instructions and/or approved drawings, its contractual obligations are fulfilled. Any discrepancy resulting in the Company’s goods not fitting the supporting structure members is the responsibility of the customer, and will not be made the basis of any claim against the Company, or be used as reason for non-payment, providing the Company has manufactured the goods in accordance with specifications provided. The Company products shall be fixed in accordance with the instructions pertaining to those products and recommendations, and comply with accepted Codes of Practice for the Design and Installation of the products in question.

SUPPLY AND FIT CLAUSES (FACILITIES AND ATTENDANCES) The following attendances and facilities shall be provided without charge to the Company unless specifically provided for in the quotation: A. Hoisting facilities. B. Provision and erection of all necessary scaffolding (to suit the works in the quotation). Hop-ups etc. C. Water for the works. D. Provision of electricity. E. Provision of lighting where necessary. F. Provision of safe dry storage of materials on site. G. Use of mess rooms, sanitary accommodation and welfare facilities. H. Skips and skip charges for disposal of rubbish arising from the works, or where skips are not provided, the removal of all rubbish shall be the responsibility of others.

LICENCES AND CONSENTS If any licence or consent of any government or other authority shall be required for any use of the goods by the customer the customer shall obtain the same at its own expense and if necessary or so required produce evidence of the some to the Company on demand.

FORCE MAJEURE The Company will make every effort to carry out the contract, but if such performance is not reasonably possible by reason of any Act of God, war (whether declared or not), sabotage, riot, explosion, government control, restrictions, or prohibitions or any other government act or omission, whether local or national, fire, accident, earthquake, storm, flood, epidemic, drought or other natural catastrophe, industrial dispute, inability to obtain equipment, suitable raw materials, components, fuel, power or transportation, or shortage of labour, or by any cause whatsoever beyond the reasonable control of the Company, the Company reserves the right to cancel all or any part of the contract and the Company will be under no further obligation in connection with the contract or in connection with such part thereof as has been cancelled.

WAIVER The failure by either the Company or the customer to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

NOTICES Any notice to be given hereunder by either party shall be delivered or sent by first class post to the address of the other party stated in the acceptance of the customer's order (or such other address as may have been notified in writing) and any such notice shall be deemed to have been served (if delivered) at the time of delivery and (if sent by post) upon the expiration of 48 hours after posting.

TERMINATION (a) The contract may be terminated by the Company if the customer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the customer shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the customer or if a petition is presented or a meeting is convened for the purposes of considering a resolution or other steps are taken for the winding up of the customer or for the making of an administration order (otherwise than for the purposes of an amalgamation or reconstruction) or if the customer (being an individual) shall die or become bankrupt or make any composition, scheme or arrangement with (or assignment for the benefit of) his creditors.

GENERAL
1) No responsibility is accepted for claims made arising from injury to persons and/or damage to property unless such injury or damage has been caused by the negligence of the Company or it's employees or agents and notified to the contract within 24 hour of it's occurrence.
2) This document includes all of the terms of the contract. Unless written agreement has been reached to adopt an amended standard J.C.T form of main or sub- contract and no representations warranties statements or undertakings whether oral or in writing shall form part of the contract and no purported variation of these conditions shall have any legal effect. Unless the same shall be in writing signed by a Director of the Company.
3) These terms and conditions shall in all respects be construed in accordance with the Laws of England and Wales.