1. In these conditions “CNG” means Chipping Norton Glass Ltd of Units 1&2 Station Yard Industrial Estate, Chipping Norton., Oxfordshire, OX7 5HX.
2. And it’s successors in title or assigns and the “Customer” means the person, firm or Company placing an Order with CNG.
3. ORDERS
All orders are accepted subject to the following terms and conditions which shall prevail over any conflicting terms and
conditions of the customer unless otherwise specifically agreed in writing by CNG. Acceptance of any Order or Estimate from CNG shall be deemed to be an acknowledgement that any terms or conditions which maybe endorsed on or annexed to or contained in such acceptance or which in any way or manner seeks to revise amend or supersede these conditions howsoever shall not apply in so far as such revision amendment or supersession is specifically agreed by CNG in writing. Consequently any order placed with CNG is deemed to create a binding agreement between CNG and the Customer incorporation these terms and conditions whether specifically accepted or otherwise.
4. Due to the nature of CNG’s products and services it is not always possible to specify comprehensive details of the product and/ or service and requirements clearly on an order acknowledgement. Consequently these will not be issued. The Customer is responsible to specify its requirements clearly on its order. Full details of CNG’s interpretation of the customer’s requirements will be available upon request, if not so requested the Customer shall not be entitled to reject the product or service provided by CNG on the basis that it is not as ordered unless there is an obvious difference between the Order and the product or service supplied.
5. CANCELLATION
Cancellation of any Order will only be accepted without charge provided that no work has been done nor any special materials ordered which cannot be cancelled without cost to CNG. Work carried out prior to cancellation will be charged on a quantum meruit basis save that cancellation shall not be accepted on any Order which has been substantially completed.
6. CUSTOMERS CREDIT
CNG reserves the right not to enter into a Contract with a Customer where that Customer’s creditworthiness is not approved by CNG. Where a Contract has been entered into prior to all usual investigations the Customer’s credit having been completed, then, if such investigations into when complete prove to be unsatisfactory to CNG, then CNG reserves the right to rescind such Contract and the Customer hereby acknowledges that CNG is under no obligation, legal or otherwise, as a result of such rescission to the Customer, it’s sub-contractors or any other third party in respect thereof.
7. TERMS OF ESTIMATE
Any estimate submitted (unless otherwise expressly stated) is conditional upon acceptance in writing by the Customer within 90 (ninety) days of submission and may be liable to withdraw or alteration without notice at any time before acceptance. All estimates are based upon all work being completed in one consecutive visit during normal working hours. Any waiting time, expenses additional visits or overtime which is instructed, requested or made necessary by others for any reason whatsoever shall be charged additionally.
8. DELIVERIES
i) Delivery dates are given in good faith but are approximate only and no liability or blame will be accepted in event of late delivery being caused by circumstances beyond CNG’s immediate control.
ii) Delivery will normally be made by CNG or its agent carriers to the Customer. Delivery to site will only be affected by special arrangement between CNG and the Customer for which CNG reserve the right to make additional charge.
iii) All goods should be examined by the Customer immediately upon receipt. The signature by the Customer or its employee, or agent on the delivery note will be deemed to constitute acceptance by the Customer of the goods in good condition and conforming in all respects with the order. Should any defect be found to the glass, CNG must be notified in writing within seven days of the delivery.
9. TEMPLATES
Where templates are required and provided by the Customer it is the responsibility of the Customer to ensure that they are accurate and of good quality material. Templates will not be returned to the Customer unless the Customer expressly requests return of templates and additional returns charge will be applied. (Also see 16, a, l )
10. DIMENSIONAL TOLERANCES
A tolerance of +/- half of the thickness of the glass to a maximum of +/- 6mm is required by CNG in accordance with industry standards. No claim for any product reported to be outside the agreed dimensional tolerances can be accepted unless the item is undamaged, available for collection and inspection by CNG.
11. CNG reserves the right to decline to produce repeats in construction, that in CNG’s reasonable opinion or experience has shown to be unsound or that are regarded as obsolete.
12. PRICES
Unless an estimate has been given by CNG and accepted by the Customer under the terms of condition 6 hereof
i) Prices charged will be those ruling at the day of delivery of the goods
ii) Prices are issued subject to review without prior notification
iii) All products are sold subject to V.A.T. at the rate chargeable at the day of delivery
iv) In the event that CNG incurs additional costs of labour or transport over and above those provided for in any estimate then CNG shall in its absolute discretion have the right to increase the contract price as indicated on the relevant estimate by the amount of such increased costs.
13. FIXING
The following will be provided by the Customer, at its own expense, as and when required by CNG to adhere to any agreed program.
a. GOODS The Customer will receive, and protect the goods and be responsible for their safe custody until release to CNG for incorporation in the works. Should the goods be damaged or destroyed prior to such release then the cost of replacing or repairing the same shall be borne by the Customer.
b. SCAFFOLDING The provision of scaffolding, mobile towers and suitable lifting gear and facilities provided by others to enable the work to be carried out safely and in accordance with any statutory provision regulation order bye-law or any modification or re-enactment thereof. Any necessary documentation relating thereto will be made available and handed over to CNG.
14. PAYMENT
a. Where estimates or orders provide for the manufacture, delivery or installation of goods CNG will raise an invoice on delivery (or on notice that the goods are available for collection by the Customer) or on completion of the installation. Which invoice will be paid by the Customer within the payment terms specified on the invoice.
b. Where provision is made for payment on the certificate of an Architect, Engineer, Surveyor, Contractor or other such proper person, payment for installation work (but not manufacture or delivery which shall be paid in accordance with clause 13a) shall be made within 14 days of the issue of such certificate. It is hereby specifically agreed that application for such certificate shall be duly and promptly notified to CNG whose invoices will be submitted during the month of completion of works for certification monthly. Failure by any party to comply with this procedure will immediately render the invoice to become due for payment.
c. If any invoice is not paid on the due date all other invoices raised by CNG against the Customer will be deemed to be due and become immediately payable in full. CNG reserves the right to charge interest on any overdue invoices at the rate of 2.5% per month on the amount then outstanding. In the event of proceedings being issued for non-payment of overdue invoices the Customer will be charged for all goods manufactured which will remain on CNG’s premises until all outstanding payment has been received.
d. If goods are not able to be received by the Customer within one month after the invoice is issued CNG reserves the right to charge a storage fee on a full monthly basis. The goods are stored at the risk of the Customer.
15. PROPERTY AND RISK
a. Risk in the goods shall pass to the Customer on delivery or payment, whichever occurs first.
b. Property in the goods shall pass to the Customer only when payment in full for all of the goods delivered by CNG to the Customer pursuant to the relevant order (including interest where applicable) has been received by CNG and pending such payment the Customer will not use the goods or take any action in connection therewith which is inconsistent with CNG’s title thereto. Where goods delivered under this contract have been sold by the Customer either in their original form after further modification and or incorporated in some other product then the Customer shall be trustee for CNG for the proceeds of the sale there of in respect of such proceeds until CNG shall have been paid fully thereof.
c. CNG by its employees or agents shall be entitled to enter upon or into any land premises or vehicle of the Customer to recover possession of its goods, a licence for which purpose is hereby granted if:
i. The Customer shall be in breach of any of these terms and conditions
ii. CNG reasonably considers for any reason that its goods are in jeopardy or
iii. On the happening of any of the following events:-
a. Any Notice to the Customer that a receiver, Liquidator, manager or Administrator of the Customer is to be or has been appointed.
b. Any Notice to the Customer that a winding up petition is to be or has been presented or Notice to convene a meeting to consider such a proposal (except in relation to a bona fide reconstruction or amalgamation)
c. A decision by the Customer that it intends to make arrangements with its creditors or enter into a voluntary arrangement, Trust Deed or Composition with its creditors.
d. Any act of bankruptcy or insolvency by the Customer.
e. Any event or default which causes CNG to consider that its title to the goods or proceeds of sale may be adversely affected then and in any such case the Customer’s authority to use the goods shall terminate and the Customer will immediately re-deliver the goods to CNG.
d. Recovery of the goods, the subject of this agreement by CNG from the Customer will not release the Customer from the obligation to pay CNG for work done and materials supplied.
The Customer will notify CNG immediately upon the happening of any events or matters referred to under clause 15 hereof. On the happening of any events mentioned in sub-clauses 15 iii (a) and or (b) the benefit and burdens of these conditions are hereby assigned unconditionally to the Receiver and Administrator or Liquidator.
16. LIABILITY
No liability is accepted (to the furthest extent permitted by law) for any breach of statutory duty or for negligence except that if any goods are defective workmanship by CNG in which case CNG shall only be liable to the extent required to remedy or replace such defects and only then to the extent that this is due to the defective workmanship of CNG. CNG may in any such event refund to the Customer the price for a proportionate part thereof (where applicable) but shall have no further liability to the Customer and in particular for any consequential loss arising therefrom.
17. WARRANTY
Warranty periods for goods supplied and / or installed are detailed on the Contract Agreement issued by CNG and signed by both parties.
a. CNG warrants that upon delivery the goods will correspond with their specifications and / or description as set out in the Customer Order, subject to any variations agreed in writing between the Customer and CNG and that the goods will comply with any printed warranty given by CNG current at the date of the order relating to the type of goods the subject of the order. No warranty or liability is given or accepted in the following circumstances:-
i. In respect of any defect in goods arising from any drawing design materials or specifications supplied by the Customer.
ii. Any defect arising from fair wear and tear, wilful damage, negligence or failure to follow CNG’s instructions (whether in writing or verbal) misuse or alteration in any manor without CNG’s approval.
iii. If the total price of the goods has not been paid by the customer.
iv. Where the Customer has failed to comply with the relevant assembly, fitting or storage instructions relating to the product.
b. Any claim by the Customer which is based on any defect in the quality or condition of the goods or their failure to comply with specifications shall (whether or not delivery is refused by the Customer) be notified in writing to CNG within seven days from the date of delivery. If delivery is not refused and the Customer does not notify CNG accordingly, the Customer shall not be entitled to reject the goods and CNG shall have no liability for such defect or failure and in that event the Customer shall pay for the goods as if they had been delivered in compliance with the Customer Order.
c. No responsibility will be accepted by CNG for striations and minor blemishes which may have arisen in the course of glass making and or bending. Any complaint made in respect of the quality of the glass will be referred by CNG to the manufacturer and any credit agreed by the manufacturer following inspection will be passed on to the Customer. The decision of the manufacturer in any such event shall be final and binding on the parties hereto.
d. CNG shall not be liable to the Customer by reason of any representation, implied warrant, condition or other term, duty at common law, 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 negligence of CNG its employees, agents or otherwise (except in respect of death or personal injury caused by CNG negligence) which arise out of or in connection with the supply of the goods or their use or re-sale by the Customer, except as expressly provided in these conditions.
e. The limitations and conditions contained herein when accepted by the Customer are hereby expressly acknowledged to be deemed to be reasonable within the meaning of the Unfair Contract Terms Act 1977 (and any statutory amendment thereof) due to the nature of glass products.
f. The Customer’s own materials will be handled with care by CNG but are only accepted at the risk of the Customer. Glass Supplied by the Customer for toughening will be processed entirely at the Customer’s own risk and will be charged for each piece supplied and processed, even if an item is broken during the toughening process.
18. CONFLICT
a. Should there be any conflict between the conditions of Contract of CNG and the conditions of Contract of the Customer or any their Contradictory Supplier, sub-contractor or agent of the Customer relating to the goods or products supplied and / or installed or the title to goods or products supplied and / or installed then as is hereby expressly agreed the Conditions of Contract of CNG are to prevail and apply in all and any event.
b. Funds received by the Customer by way of payment or interim payment in respect of contracts for which goods or products supplied by CNG forms the whole or part shall to the value or quoted price be held by the Customer at the written request of CNG in a designated or separate Bank Account as trustee and Customer to CNG in accordance herewith.
c. The terms and conditions hereto shall be read and construed in accordance with English Law and the parties hereto agree to submit to such jurisdiction in respect of any dispute or difference arising between the parties.
d. The customer shall indemnify CNG from and against all legal and other costs properly incurred by CNG in enforcement of its rights under these conditions.