1. Definitions and Interpretation
1.1 Unless the context does not so permit the following expressions have the following respective meanings:-
1.1.1 “Additional Document” means any document (other than the Order and these Terms and Conditions) which HDL and the Buyer agree shall form part of the Contract;
1.1.2 “Buyer” means the person, firm or corporation purchasing the Products from HDL;
1.1.3 “Contract” means any contract between CD and the Buyer for the sale to the Buyer of the Products;
1.1.4 “HDL” means Hickling Developments Limited, trading as ‘Crystal Direct’
1.1.5 “Order” means the offer by the Buyer to purchase the Products;
1.1.6 “Price means the price payable for the Products;
1.1.7 “Products” means any glazing products manufactured or sold by HDL ; and
1.1.8 “Working Day” means any day except Saturday, Sunday or any bank, customary, public or statutory holiday.
1.2 Words importing the singular include the plural and vice versa, and a reference to any gender includes a reference to all other genders.
1.3 Condition headings do not affect the interpretation of these Conditions.
1.4 a reference to a statute, statutory instrument, regulation, order or licence is a reference to that statute, statutory instrument, regulation, order or licence as substituted, varied, or re-enacted from time to time.
1.5 A reference to “writing” includes any facsimile or electronic mail transmission.
2. The Contract
2.1 The Contract shall not come into existence until an order acknowledgement is issued by HDL .
2.2 These Conditions comprise the only terms and conditions upon which HDL supplies the Products to the Buyer, and shall prevail to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer at any time purports to apply under any order, confirmation of order, acceptance of quotation, specification or other document, or in any other manner.
2.3 No variation to the Contract shall be binding unless agreed in writing by authorised representatives of the parties.
2.4 The Contract shall comprise these Terms and Conditions and the Order, together with any Additional Document. In the event of any conflict between these Terms and Conditions and the Order, the Order shall take precedence, and in the event of any conflict between the Order or these Terms and Conditions and any Additional Document, the Additional Document shall prevail.
2.5 Each Order shall be the subject of a separate Contract.
3. Ordering
3.1 The Buyer may place all Orders in writing or electronically, and shall submit them to such postal or e-mail address as CCGL shall specify from time to time.
3.2 The Buyer shall ensure that each Order
3.2.1 specifies the exact Products being ordered;
3.2.2 specifies the respective quantities of each of the Products being ordered; and
3.2.3 specifies the Buyer’s requested lead time for delivery of the Products from the submission of the Order.
3.3 HDL is under no obligation to accept any Order, and no Order shall be regarded as having been accepted by HDL unless and until the circumstances set out in Condition 2.1 apply.
3.4 HDL reserves the right to reject any Order at its discretion.
4. Delivery
4.1 Unless otherwise expressly agreed by the parties, HDL will deliver the Products to the address specified in the Order. If the Buyer collects the Products from HDL the goods will deemed to have been delivered when HDL makes them available for collection by the Buyer at its premises. Unless otherwise expressly agreed, HDL shall have no responsibility for loading or unloading the Products onto or from any vehicle.
4.2 Risk in the Products shall pass to the Buyer immediately upon delivery.
4.3 The Buyer acknowledges that any lead time or date for the delivery of the Products specified in the Order shall not be binding upon HDL . HDL shall notify the Buyer of the estimated delivery date for the Products, which shall be the soonest date reasonably practicable, in the order acknowledgement issued to the Buyer pursuant to Condition 2.1. However, time for the delivery of the Products shall not be of the essence of the Contract, and the Buyer acknowledges that HDL shall not be liable to it for any losses, costs, damages, expenses or charges directly or indirectly suffered or incurred by the Buyer as the result of any delay in the delivery of the Products, neither shall any such delay entitle the Buyer to terminate or rescind the Contract.
4.4 It is a condition of delivery of the Products being made that the Buyer makes full payment for the Products in accordance with Condition 6.4.
4.5 In the event of any delay in unloading the Products at the delivery address arising through no wrongful act or omission on the part of HDL , its carrier or the employees or officers of either, HDL reserves the right to levy a charge upon the Buyer for standing time, calculated in accordance with HDL's formula in force from time to time, details of which HDL will provide to the Buyer on request.
5. Title to the Products
Title to the Products shall pass to the Buyer once the Buyer has paid for them in full.
6. Price and Payment
6.1 Unless otherwise expressly agreed by HDL in writing, the Price shall be the price set out in HDL ’s order acknowledgement or, if HDL has provided a quotation, the price set out in that quotation.
6.2 The Price shall be exclusive of any Value Added Tax, all other taxes, duties, levies and impositions of whatever nature, and, unless otherwise agreed, all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall if applicable pay in addition when it is due to pay for the Products. In addition, HDL reserves the right to increase the Price as the result of to a change in or insufficiency of the Buyer’s instructions or to any variation in the cost of materials, labour, transport duties, taxes, exchange rates or any costs of whatsoever nature between the date of formation of the Contract and the date of delivery or completion of payment.
6.3 HDL shall submit an invoice to the Buyer for each consignment of the Products upon delivery or, if delivery is delayed at the request of the Buyer, on the date for delivery notified by HDL to the Buyer.
6.4 Unless otherwise expressly agreed by HDL in writing in advance, the Buyer shall pay the amount stated on each invoice , without any deduction or set-off of any kind, upon the delivery of the Products by cash, Building Society cheque, banker’s draft or credit card.
6.5 If the Buyer fails to pay in full the amount stated in any invoice issued by HDL pursuant to the Contract, then:-
6.5.1 the Buyer shall pay interest to HDL on all unpaid sums from the date of delivery of the Products until the day before payment is received (both after as well as before judgment) at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 together with compensation as specified in that Act and together with all reasonable costs incurred by HDL in recovering all sums due to it under the Contract; and
6.5.2 HDL shall be at liberty to suspend all further deliveries of products of any kind, whether pursuant to the Contract or otherwise, unless and until payment is made.
6.6 Without limiting any other right or remedy of HDL in respect of unpaid monies, the time for payment of any sum due to HDL pursuant to the Contract shall be of the essence of the Contract.
7. Warranties
7.1 Subject to Condition 7.2, HDL hereby warrants to the Buyer that the Products will, for a period of 10 years from delivery, be and remain free from all material defects in quality and fitness for purpose arising from faulty materials or workmanship, save to the extent that such defects arise as the result of misuse of the Products or any other wrongful act or omission on the part of the Buyer or any other person.
7.2 Where any defect to which Condition 7.1 applies arises in relation to a specific component supplied to HDL and forming part of the Products, the period of ten years referred to in Condition 7.1 shall be substituted by a period equivalent to the unexpired residue, as at the date of delivery of the Products, of any guarantee provided to HDL by the supplier of that component.
7.3 Subject to Conditions 7.4 and 7.5, HDL ’s sole liability to the Buyer in relation to any defect in the Products shall be limited, at the option of HDL, to the replacement or repair of the Products affected.
7.4 The liability of HDL under Condition 7.3 is conditional upon the Buyer informing HDL of the alleged defect within two Working Days of the date on which the Buyer becomes aware, or ought reasonably to have been aware, of the same, or, where such alleged defect was apparent or ought reasonably to have been apparent on delivery, within two Working Days of delivery.
7.5 In the event of any difference arising between the Buyer and HDL as to whether the Products contain any defect, the criteria to be followed in determining the matter shall be the Glass and Glazing Federation Standard.
7.6 Nothing in this Condition 7 has the effect of limiting or excluding the rights of any Buyer dealing with HDL as consumer. In all other cases, and without prejudice to the generality of Condition 8, all warranties, conditions or other terms implied by statute or common law in relation to the sale of goods are hereby excluded.
8. Limitations of Liability
8.1 Subject to Condition 8.2:-
8.1.1 HDL's total liability to the Buyer in connection with any and all claims arising in relation to any Products shall not exceed the Price of those Products; and
8.1.2 under no circumstances shall HDL be liable to the Buyer for loss of profit, loss of revenue, loss of bargain, loss of business or contract, diminution of goodwill or for any other economic loss (whether direct, indirect or consequential), or for any indirect or consequential loss or damage of any kind.
8.2 Nothing in the Contract shall limit or exclude the liability of HDL :-
8.2.1 for death or personal injury resulting from the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977) of HDL; or
8.2.2 for fraud or fraudulent misrepresentation.
9. Assignment
9.1 HDL may assign the Contract or any part of it, and may sub-contract the performance of the whole or any part of its obligations under the Contract to any person, firm or company.
9.2 The Buyer shall not be entitled to assign the Contract or any part of it without the express prior written consent of HDL.
10. Force Majeure
HDL reserves the right to defer the date of delivery of the Products, to cancel the Contract or to reduce the quantity of the Products delivered in each case without liability to the Buyer if it is prevented from or delayed in the delivery of any Products due to circumstances beyond its reasonable control.
11. Notices
11.1 All communications between the parties regarding the Contract or the Products shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by fax or electronic mail (subject to Condition 11.3):-
11.1.1 in the case of communications to HDL, to its registered office or such other address as may be notified to the Buyer by HDL; or
11.1.2 in the case of communications to the Buyer, to the registered office of the Buyer (if it is a company) or (in any other case) to any address of the Buyer set out in the Order, or if applicable such other address as shall have been notified to HDL by the Buyer.
11.2 Communications shall be deemed to have been received:
11.2.1 if sent by pre-paid first-class post, on the second Working Day after posting (exclusive of the day of posting); or
11.3 if delivered by hand, on the day of delivery (or, if the actual time of delivery is after
11.4 16.00 hours local time or the day of delivery is not a Working Day, on the next Working Day; orif sent by fax or electronic mail on a Working Day and received prior to 16.00 hours, at the time of transmission, and otherwise on the next Working Day.
11.5 Neither party shall issue any communication purporting to cancel any Order or terminate the Contract by electronic mail and any such communication purportedly issued by such means shall be invalid.
12. Intellectual Property
All present and future intellectual property rights and rights of a like nature in the Products, and all know-how and technical information relating thereto shall, as between HDL and the Buyer, be and remain vested in HDL absolutely.
13. General
13.1 The documents specified in Condition 2.4 constitute the entire agreement between HDL and the Buyer for the supply of the Products, and supersedes any previous agreements, arrangements, understandings, representations or statements. Each party war- rants that it has not entered into the Contract in reliance upon any statement, promise, warranty or representation not having effect as an express provision of the Contract.
13.2 Each right or remedy of HDL under the Contract is without prejudice to any other right or remedy that it may have whether under the Contract or not.
13.3 Except as expressly provided in these Conditions, the rights and remedies contained in these Conditions are cumulative and shall be in addition to every other right or remedy provided by law or otherwise.
13.4 All information of whatever kind and in whatever form supplied directly or indirectly by HDL to the Buyer, or which comes to the Buyer’s attention by any other means, and in any way concerning the business or products of HDL (together, “Information”), shall be held and maintained by the Buyer in strict confidence at all times. For the avoidance of doubt the existence and terms of the Contract shall constitute “Information”. The Buyer shall not disclose, and shall procure that its employees and officers do not disclose, Information to any third party without the express prior written consent of HDL.
13.5 If any provision of the Contract is found by any court or tribunal of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severed and the remaining provisions of the Contract shall continue in full force and effect.
13.6 Any failure or delay by HDL in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by HDL of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it
13.8 All aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.