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.
3.1 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.
4.1 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.
7.1 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.
9.1 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.
11.1 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.
13.1 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.
Crystal Supply & Fit Terms & Conditions
1. Basis of sale
1.1 These Terms apply to your Orders for, and purchases of, Products, Services and/or Surveys in connection with Hickling Developments Ltd.
1.2 These Terms and conditions are in accordance to the standard Hickling Developments terms & conditions.
1.3 Please check that your Order (and where relevant your Quotation) is complete and accurate before you commit yourself to your confirmed Order.
1.4 Your Quotation is an offer to purchase from us. When you confirm and place an Order with us, you do so in accordance with these Terms, subject to our acceptance of your Order.
1.5 Unless we have notified you that we do not accept your Order or you have cancelled it, we accept your Order on the date of the confirmation of the Order and we start to provide the Survey or Services or manufacture the Products to your specification.
1.6 These Terms (and our agreement) will become binding between you and us when we accept your Order as described in the preceding paragraph.
1.7 We may choose not to accept your Order for any reason, and we will not be liable to you or to anyone else in those circumstances.
1.8 If we accept your Order, we have a legal duty to supply any Products ordered in conformity with our agreement.
1.9 These Terms are between you and us, regardless of whether a third party pays for the Order.
2. Quotations, Orders and Surveys
The following terms apply where we carry out a Survey and provide you with an estimate /Quotation in advance of the Survey and a final Quotation following the Survey:
2.1 For certain types of Products and Services we may give you a Quotation without producing a Plan or carrying out a Survey.
2.2 If we give you an Estimate quotation it is indicative only and subject to us carrying out a Survey. A charge will be applicable for the survey to take place. Survey charges are non-refundable once the survey has taken place.
2.3 If we carry out a Survey you will need to bring to our attention anything which is relevant to the Products and/or Services you require.
2.4 After we have carried out a Survey we will give you a final Quotation for the Products and/or Services.
2.5 The Quotation will include a schedule setting out the Products and/or Services where quoting to provide.
2.6 Quotations are only valid for the period of days specified on the Quotation or, where none is specified, 30 days from the date of the Quotation. If you do not accept a Quotation by placing an Order within this period, the Quotation is withdrawn unless we agree otherwise in writing.
2.7 If a Survey is required but we are unable to carry out an appropriate visual inspection (for example, if building works are not complete) we may need to carry out a subsequent Survey and we reserve the right to charge an additional fee for any subsequent Survey.
2.8 Changes to your Order and/or Quotation (including the Schedule of Works, price and delivery dates) may be required as a result of the initial and subsequent Survey. If changes are required, we will provide you with an amended order confirmation or a new Quotation. If you do not accept the amendments or the new Quotation, we will cease the quotation process or cancel the Order and you will receive an invoice for the Survey fees. Bespoke products can't be cancelled once the final payment has been made.
2.9 Any scaffolding requirements will be discussed at the quotation and survey stages and an indicative price given wherever practicable. Crystal reserve the right to allow its employees and its partners to recommend that scaffolding is arranged between you and a 3rd party.
3. Installation Services: General
3.1 We will only carry out the installation Services using Products that you have purchased from us. You must ensure that the Products you select and purchase are suitable for your needs and are suitable for the Services you order.
3.2 You will need to obtain all necessary planning permissions, local authority consents and other consents and permissions required for the Services before they start. It is not our responsibility to check that you have obtained any required consents or permissions. You must allow us or our agent to inspect these consents and permissions if we ask.
3.3 You must inform us if the property where the Services are to be provided is listed, located within a conservation area or otherwise subject to restrictions which may impact on the Services. It is your responsibility to check that the Services will not violate any such restrictions.
3.4 We will only provide the Services set out in the Sales Advice or, where relevant, the Quotation and/or Schedule of Works or as otherwise agreed between you and us. If you want us to provide any additional services we may need to agree an additional Order with you.
3.5 The Services will be provided with reasonable skill and care. We will try to keep disruption to a minimum.
3.6 The Services will be provided by a third party on our behalf.
3.7 You will need to provide us, and any third party carrying out the Services on our behalf, with free, safe and proper access to the property concerned (including the garden) and free, safe and proper storage for our and (where relevant) their equipment and property while carrying out the Services, including an area to store any waste and also for any Products we deliver to you before the Services start (if any). You will take such other steps as you reasonably can to enable us to provide the Services.
3.8 We reserve the right to refuse to provide the Services and cancel your Order where we have reasonable grounds for doing so (such as concerns over the safety of our employees and contractors or where you ask us to perform the Services in a manner that contradicts our reasonable recommendations). If we cancel your Order in these circum- stances, you will receive a refund or credit for any price paid.
3.9 Unless we agree otherwise or unless resulting from the negligence of us or any subcontractor appointed by us, the Services do not include, and we shall not be responsible for, the correction of accidental or wilful damage or defective works caused by other persons or other work being carried out on the property not connected to Crystal where the Crystal Services are to be provided.
3.10 The workmanship carried out during our provision of the Services may be subject to a 1 Year Workmanship Guarantee.
3.11 All workmanship is undertaken by directly employed personnel of Crystal and/or its partners.
4. Additional works
4.1 If additional works are: (i) found to be necessary (including the removal and disposal of asbestos and any other hazardous substances); or (ii) requested by you, in each case during the course of the provision of the Services, we reserve the right to charge additional fees for the Products and/or Services to be provided. Where such additional works are found to be necessary, work under your Order will be suspended and we may provide you with a quotation for the additional work. If you accept the quotation we will recommence work under your Order and carry out the additional works. The provision of additional works may be subject to separate terms and conditions.
4.2 Such additional work may be fundamental to the provision of the Products and/or Services and, as a result, we reserve the right to suspend the provision of the Products and/or Services until such additional works have been completed, whether by us or a third party to our satisfaction. If you do not agree to the additional works, you may cancel your Order and you will be liable to pay our charges for the Products provided and/ or Services carried out prior to cancellation. You will only receive a refund for that part of the Services not provided and those Products which we have not made or started to manufacture to your specification and/or which have not been installed prior to cancellation.
4.3 If you do not agree to the additional works and cancel your Order we will not be responsible for ‘making good’ any damage or disruption caused, painting, decorating or tiling and, although we will try to limit the amount of damage and disruption caused, we will not be responsible for putting the property where the Services are to be provided back in the condition it was in prior to us providing the Products and/or Services, unless we have agreed to do so or we have failed to exercise reasonable skill and care.
5. Prices, payment and availability
5.1 You must pay for all Surveys, Services and Products you purchase from us, together with associated VAT and delivery charges, in advance according to the agreed payment terms.
5.2 All prices include applicable VAT
5.3 Prices for Products include delivery charges unless expressly stated otherwise.
5.4 If you only place an Order for a Survey you will only be obliged to pay the Survey fee. You will need to pay for each Survey regardless of whether or not you decide to accept our Quotation and place an Order for Products and/or Services.
5.5 We may update prices at any time. Despite our best efforts, we may occasionally misprice our Surveys, Services and/or Products. If this happens then we will not be obliged to supply the Survey, Services and/or Products at the incorrect price or at all. We will (at our discretion) either cancel your Order (and credit or refund the price you have paid) or endeavour to contact you and ask you whether you wish to continue with the Order at the correct price. If we are unable to contact you or you do not wish to continue with the Order at the correct price, we will cancel your Order and credit or refund the price you have paid.
5.6 If you use a credit/debit card to pay for your Order, you must use your credit/debit card or a credit/debit card that you are otherwise authorised to use. All credit/debit card holders are subject to validation checks by third parties and authorisation by the card issuer. If the issuer of the card refuses to authorise payment or any other validation checks return adverse results, we will not accept your Order and we will not be liable for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal.
5.7 All Products are subject to availability. If you order Products which are not available for delivery, we will take reasonable steps to contact you to discuss how you wish to proceed. You will have the option to wait until the Products are available from, or cancel your Order for those Products.
6. Delivery/Start of work
6.1 We will take reasonable steps to meet any estimated date(s) set out on the Order or as otherwise agreed between us for starting the Services. Subject to availability and our Delivery Terms, where we have agreed to deliver Products, we will use reasonable endeavours to do so on any specified date we agree. Occasionally these date(s) may be affected by factors beyond our reasonable control and so these date(s) cannot be guaranteed. We do not recommend removing fixtures and fittings until shortly before the Services are due to start.
6.2 If we are unable to start the Services or deliver the Products (where applicable) as a result of your action or inaction (for example, you are not present at the property or you have not cleared the area where the Services are to be provided), we will need to arrange a subsequent visit to complete the provision of the Services or deliver the Products and we will charge you a further fee for this.
6.3 For reasons of health and safety and to avoid any property damage, certain Products can only be delivered to the exterior of a ground floor location at the delivery address. You must therefore make arrangements for a suitable delivery location on site / property.
Order for Products and Services (Supply and Install)
7.1 You may cancel your order inline with your Statutory Rights.
7.2 If we have not started to provide the Services at your request or make the products to your specification you will receive a full credit / refund of the price paid for the Products and Services.
7.3 If we start to provide the Services or make the Products to your specification at your request before the end of this period then you will be required to pay for the Services carried out and for the Products which we have made or have started to make to your specification and/or which have been installed, subject to normal payment terms and these terms and conditions.
8. Our right to cancel
8.1 We may cancel our agreement by notice in writing to you if you are in breach of your agreement with us, you become unable to pay your debts when they fall due or proceedings are or are reasonably likely to be commenced by or against you alleging bankruptcy or insolvency or an administrator, receiver or administrative receiver is appointed or is reasonably likely to be appointed over all or part of your undertaking and assets. Upon cancellation, any money due to us in respect of our agreement which has been cancelled shall become immediately due and payable and we shall be under no further obligation to provide Products, Services or Surveys to you, provided that where you have paid for Products, Services and/or Surveys in advance of our cancellation of our agreement, we shall, at our discretion, supply those Products, Services or Surveys to you or cancel the provision of the same and refund the price you paid.
9. Use of your personal information
9.1 In the course of our dealings with you we will collect and process personal information about you, including to administer and process your Order, and to provide the Sur- vey, Products and/or Services. If the Survey, Products and/or Services are provided by a third party on our behalf, your personal information will be passed to the third party for those purposes. We may also engage third parties to verify and audit the Services that are performed for quality control and regulatory purposes; in these circumstances, your personal information will be disclosed to the third party.
9.2 Calls to our contact centre may be monitored and/or recorded for quality control and training purposes.
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, the Services, Surveys or any of our obligations under these Terms, nor for any defect or damage to Products, or for any failure or delay in supply or delivery of Products, in each case that is caused by events outside our reasonable control (including, without limitation, the following to the extent these are outside our reasonable control: accidents, extreme weather conditions, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition of restrictions on imports or exports).
10.2 Natural products may show some colour variations. To the extent permitted by law, we accept no liability for any discoloration or variation in the colour of natural products.
10.3 We will take reasonable steps to display as accurately as possible the colours, appearance and other detailing of our Products (and their packaging) in the images that appear on the Website and in our catalogues and other media. However, we do not guarantee that the images, appearance and other detailing that appear on the Website and in our catalogues and other media will exactly reflect the colour, appearance or detailing of the physical Product (or its packaging). Your Products (and their packaging) may vary slightly from those images.
10.4 Any information on the Website and in our catalogues and other media regarding sizing, weights, capacities, specifications, dimensions and measurements of Products is included as a guide only. If you are concerned about the precise size, weight, capacity, specifications, dimensions or measurements of any Product you require, we recommend that you discuss at survey or contact us prior to placing an Order and/or purchasing a Product.
10.5 No person other than you and us shall have any rights to enforce our agreement, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
10.6 We may update, vary and amend these Terms from time to time without prior notice. When you place an Order, the Terms in force at that time will apply (as set out on our Website). Please check our Website to ensure that you understand which Terms apply.