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STANDARD TERMS AND CONDITIONS OF SALE

In these conditions:
1.

“Contract” any contract between the Supplier and the Purchaser for the sale and purchase of the Goods and the supply of Services, incorporating these conditions.

“Goods” means any goods agreed in the Contract to be supplied to the Purchaser by the Supplier (including any part or parts of them).

“Purchaser” means a person/s, firm or company who purchases the Goods from the Supplier.

“Services” means any services agreed in the Contract to be provided to the Purchaser by the Supplier.

"Site” means the place of delivery or installation as stated.

“Supplier” means DOVER VANGUARD ROLLER SHUTTER LIMITED (Company Registration No. 049 302 58)
2. Application of Terms:
2.1

Subject to any variation under condition 2.3, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
2.2

No terms or conditions endorsed on, delivered with or contained in the Purchaser's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3

These conditions apply to all the Supplier's sales and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing with the Supplier. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this condition shall exclude or limit the Supplier's liability for fraudulent misrepresentation.
2.4

Each order or acceptance of a quotation for the Goods by the Purchaser from the Supplier shall be deemed to be an offer by the Purchaser to buy the Goods subject to these conditions.
2.5

No order placed by the Purchaser shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier delivers the Goods to the Purchaser
2.6

The Purchaser shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. Price
3.1

The prices quoted in the Supplier’s offer have been calculated on the basis of the costs of labour, materials, quantities and progress of works schedule and the nominated completion date at the date of quotation. The quotation is available for acceptance for a period of one calendar month as from the date of the the quotation.  Thereafter it may be subject to alteration.
3.2

Any quotation is given on the basis that no Contract shall come into existence until the Supplier despatches an acknowledgement of order to the Purchaser.
3.3

 If after the quotation has been accepted by the Purchaser there are delays to the work schedule through no fault of the Supplier, the Supplier reserves the right to amend the quotation.
3.4

If VAT is not nominated or stated in our quotation then prices exclude VAT.
3.5

Any VAT, import duty or other taxes (if any) included in our quotation are based on the ruling rates as at date of quotation. All variations whether they be due to revision of the relevant Acts or changes of interpretations shall be to the Purchaser’s account.
3.6

The offer is available for acceptance in whole and not in part. The prices have been calculated on information supplied by the Purchaser and as nominated in our quotation. If during the currency of the contract the quantities or details vary, the cost of variations shall be quoted by the Supplier and borne by the Purchaser.
4.0

Terms of Payment:
4.1 Unless otherwise nominated in the quotation no credit terms are provided by the Supplier.
4.2

Payment is to be made by cash, cheque or credit card upon delivery of repair or maintenance services.  No payment shall be deemed to have been received until the Supplier has received cleared funds.
4.3

For non-account customers requiring supply only or supply and fit of custom made products a 50% deposit will be required on receipt of any written order with the balance of payment to be made on supply or installation as contemplated by the quotation.
4.4

For account customers, invoices will be issued by the Supplier and shall be paid by the Purchaser within 30 days of the issue date of the invoice relating to the Goods and Services supplied.
4.5

Time for payment shall be of the essence.
4.6

In the event of non-payment, the Supplier reserves the right to cease deliveries and/or leave the Site and all re-establishment costs shall be borne by the Purchaser.  The Supplier shall be entitled to charge interest to the Purchaser at the annual  rate of 3% above the base lending rate from time to time of The Royal Bank of Scotland, accruing on a daily basis until payment is made, whether before or after any judgment.  Also refer to clause (12) Ownership.
4.7

Retentions or other forms of performance security are not allowed for in our quotations and are not to be held under any circumstances.
4.8 No allowance has been made in our quotations for any discounts provided to the Supplier by any contractor or other third party.  Quotations reflect our best pricing and therefore invoices and total order values are to be paid in full.
5.0 Provision of Services:
5.1

Where products are made to suit “guaranteed” opening sizes or building configurations stipulated by the Purchaser and whereby the openings are not inspected by the Supplier, any error in the given dimensions will not entitle the Purchaser to reject the goods and the Purchaser will be responsible for any costs involved in alterations of products to suit actual Site conditions or, if necessary, the supply of any replacement products.
5.2

 Unless otherwise agreed, the term “Taking Down Old Doors” or similar words used in this quotation refers only to taking of old doors off the structure and does NOT in any way imply removal or taking away of any old doors from the Site or of disposing of such doors.
6.0 Site Installation Works:
6.1

Where Site installation works have been nominated in the quotation:

  1. The Purchaser shall provide at no cost to the Supplier adequate storage areas, working space, suitable electric power within 30 metres of the area of installation and employee amenities to comply with statutory authorities.
  2. Unless otherwise stated in the quotation the Purchaser shall provide at no cost labour and equipment for unloading, moving, hoisting or lifting products where the product is being erected above ground floor level.
  3. The price quoted is based on the understanding that the Site conditions allow for the mounting of a chain lifting block above the centre of the opening concerned. If Site conditions do not allow for the above mounting facilities, it is the responsibility of the Purchaser to advise the Supplier prior to the installation so that the price can be adjusted accordingly to cover the costs for alternative means of lifting the products into position.
  4. The Purchaser shall be responsible for adequate protection against theft and damage to materials on Site, including water damage.
7.0 Co-Ordination:
7.1

The Purchaser shall be responsible to co-ordinate the various services of all trades on the project.
7.2

 The Purchaser shall provide a schedule of works at the Site detailing all relevant information in sufficient time to meet delivery dates.
7.3

In the event of the Goods or Services being prepared for delivery to meet forecast completion dates and Site works delayed for any reason whatsoever so that the Goods or Services cannot be delivered to Site, an interim invoice shall be rendered by the Supplier to the Purchaser and paid in accordance with Clause (3). Additional costs incurred including storage shall be to the Purchaser’s account.
7.4

 Any delivery or installation dates given are approximate only, and the Supplier accepts no liability for any loss or damage direct or consequential arising out of delay from any cause whatsoever. If by reason of act of God, war, governmental, priority of restriction, lock-out, strike industrial dispute, fire, tempest, flood, failure or inability to obtain licences, transport of materials or any other cause beyond the Supplier’s control – the Supplier is unable to deliver or install, either within a reasonable time or at all, the order shall be voidable at the Supplier’s option with no right of either party to claim for any damage, loss, cost or expense.
7.5

Should work be delayed and/or the schedule of works be prolonged due to circumstances not of the Supplier’s making which results in lack of continuity of Site work and the Supplier having to leave Site then any additional costs involved relating to Site re-establishment shall be borne by the Purchaser.
8.0 Electrical Works & Commissioning
8.1

Unless specifically stated or agreed, where any item in the attached quotation is to be electrically operated the mounting of starting stations, control equipment and all electrical wiring and commissioning is to be carried out by the Purchaser’s licensed electrician and such costs are excluded from the Supplier’s price.
9.0 Warranty:
9.1

The Supplier warrants all new products supplied to be free from defect in material and workmanship under normal use and service and further warrants all installation work carried out by the Supplier or by its obligations under these warranties in this condition 9 being limited to making good any such defect proved to the Supplier’s satisfaction within twelve months of delivery of the products or in the case of loss of spring tension in shutter products within six months of installation.
9.2

The Supplier warrants that (subject to the other provisions of these conditions) on delivery, the goods shall:
9.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
9.2.2 be reasonably fit for any particular purpose for which the goods are being bought if the Purchaser had made known that purpose to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable for the Purchaser to rely on the skill and judgement of the Supplier.
9.3 The Supplier shall not be liable for a breach of any of the warranties in conditions 9.1 and 9.2 unless:
9.3.1

the Purchaser gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 48 hours of the time when the Purchaser discovers or ought to have discovered the defect; and
9.3.2 the Supplier is given a reasonable opportunity after receiving the notice of examining such Goods.
9.4

The Supplier shall not be liable for a breach of any of the warranties in conditions 9.1 and 9.2 if:
9.4.1

the Purchaser makes any further use of such Goods after giving such notice; or
9.4.2

the defect arises because the Purchaser failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.4.3

 the Purchaser alters or repairs such Goods without the written consent of the Company.
9.5

Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in conditions 9.1 and 9.2, the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods
9.6

If the Supplier complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in conditions 9.1 and 9.2 in respect of such Goods.
9.7

Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Purchaser the benefit of any warranty or guarantee given to the Supplier.
10.0 Limitations on Liability
10.1

The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2  All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Supplier:
10.3.1 for death or personal injury caused by the Supplier's negligence; or
10.3.2 under section 2(3), Consumer Protection Act 1987; or
10.3.3  for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
10.3.4 for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1  the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
10.4.2 the Supplier shall not be liable to the Purchaser for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5 Subject to the foregoing the Supplier shall not be liable for any loss or damage caused directly or indirectly by:-
10.5.1 operating the products by any device, electrically operated or otherwise, which is not supplied and installed by the supplier or its servants;     
10.5.2 any masonry, render or other surfaces cracking or collapsing during installation of the products;
10.5.3 any weakening or collapse of the structure to which the products are affixed occurring at any time after installation, unless resulting from a defect therein reasonably apparent at the time of inspection;
10.5.4 any damage to or deterioration in the condition of the products occurring after delivery and prior to installation;
10.5.5 where fixing of any item to be erected is to steel column(s), the provision of special steel plates for bracket support and the welding of such steel plates in the correct positions is to be the responsibility of the Purchaser unless specifically nominated otherwise in the quotation;
10.5.6

the Supplier reserves the right to make good or repair any small marks or scratches on the products should any such marks or scratches be sustained whilst the goods are in transit or during installation. Every endeavour by the Supplier will be maintained to avoid such damage occurring.
10.6 The Supplier will not accept the responsibility for Purchaser’s violation of any health and safety regulations.
11.0 Insurance:
11.1 It shall be the responsibility of the Purchaser to effect and maintain insurance during the performance of the works under the order or Contract against all risks to the reasonable satisfaction of the Supplier which shall fully cover the work specified in the quotation including materials and equipment incorporated or to be incorporated in the said structure and the Supplier shall be indemnified against any loss by the Purchaser. On request the Purchaser shall produce the policy of insurance to the Supplier.
12.0 Risk & Ownership:
12.1 The Goods will be at the risk of the Purchaser from the time of delivery.
12.2 Ownership of and property in the products shall remain vested in the Supplier and shall not pass to or become vested in the Purchaser until the order has been completed and payment thereof has been made in full and if default is made by the Purchaser in payment of any progress or final claims by the Supplier. 
12.4 The Supplier or its agents shall have the right in its absolute discretion and without further notice to enter from time to time upon the Site or premises to inspect them and where the Purchaser retains rights of ownership pursuant to condition 12.2, to remove all products or related components and parts whether installed or not and the Supplier reserves the full right for disposal of goods.
13.0 Inspection:

The Purchaser shall be responsible to inspect and accept the products on a progressive basis and shall notify the Supplier in writing within 48 hours of any defective materials or workmanship.
14.0 Variations:

Should, subsequent to the acceptance of the order, the scope of works, specifications or bill of quantities upon which the quotation was based be changed then the Supplier shall requote the works incorporating such variations.  No further works will proceed until such additions or alterations to the scope of works be agreed in writing between the Purchaser and the Supplier.
15.0

Cancellation:


In the event the order is cancelled the Purchaser will be responsible for payment to the Supplier for such goods that at the time of cancellation have been completed or partially completed and the raw materials acquired by the Supplier for the purpose of the order.
16.0 Waiver:


Failure of either party to enforce any right hereunder shall not waive any right in respect of other or future occurrence.
17.0  Assignment:
17.1 The Supplier may assign the Contract or any part of it to any person, firm or company
17.2 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
18.0 Notice:
18.1 Any notice between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post to the addresses as stated in the Contract
18.2 Notice shall be deemed to have been received:

(a)           if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b)           if delivered by hand, on the day of delivery.
19.0 Law & Jurisdiction:

Any order or contract arising here from shall be construed according to the laws of England and the parties submit to the exclusive jurisdiction of the English courts.