NOTICE: Sale of any Products or Services is expressly conditioned on The Customer’s assent to these Terms and Conditions. Any acceptance of The Company’s offer is expressly limited to acceptance of these Terms and Conditions and The Company expressly objects to any additional or different terms proposed by The Customer. No other pre-printed terms and conditions on any form shall modify these Terms and Conditions even if signed by The Company unless via a Contract Variation. Any order to perform work and/or The Company’s performance of the work shall constitute The Customer’s agreement to these Terms and Conditions.
- Definitions.Unless The Company otherwise agrees the following words and expressions shall have the following meanings:
“The Agreement” means the original agreement for the supply of the Works between The Company and The Customer as set out in the Purchase Order, these Terms and Conditions and all Contract Variations (if applicable). The Agreement contains the scope(s) of work and additional Terms and Conditions (if applicable) upon which The Customer agrees to purchase the Products and/or Services from the Company and for The Company agrees to supply the Products and/or Works to the Customer. In the event of any conflict, the Terms and Conditions shall take precedence over any other documents included in The Agreement;
“The Company” means Design Bifolds Ltd, Company number 14952315, the entity providing Products and/or Services under The Agreement;
“Contract Variation” means any variation to the Agreement that shall be subject to the approval of The Company and must be in writing and signed by both The Company and The Customer or by confirmation email from The Customer of approval after a quotation for the variation by the Company is received. Any variation will be subject to the Terms and Conditions of the original Agreement with the agreed increase or decrease in costs due for payment on completion unless otherwise agreed. If there is any conflict between the terms of these Terms and Conditions, the Purchase Order Form and any Contract Variations, the Contract Variations shall prevail over the previous Terms and Conditions set out under the original agreement;
“The Customer” means any person, firm or company who has agreed to purchase the Products and/or Services and whose name and address appears on the Purchase Order;
“Hazardous Materials” means any chemical, substance, material or emission that is or may be regulated, governed, listed or controlled under any international, national or local statute, ordinance, order, directive, regulation, judicial decision or other legal requirement applicable to the Site as a toxic substance, hazardous substance, hazardous material, dangerous or hazardous waste, dangerous good, pesticide, radioactive material, regulated substance or any similar classification, or any other chemical, substance, emission or material, including petroleum or petroleum-derived products or by-products, regulated, governed, listed or controlled or as to which liability is imposed on the basis of potential impact to safety, health or the environment under any legal authority of the United Kingdom or the country of the Site;
“Products, Goods” means any products, articles or items supplied to the Customer pursuant to these Terms and Conditions, inter alia Bifolds sliding doors, shop front doors, windows, roof lights, curtain walling, mirrors, glass and similar-type products unless otherwise agreed in The Agreement;
“Purchase Order” means the document (either paper or electronic) entered into between the Company and the Customer to order Goods and/or Services and which incorporates these Conditions;
“Price” means the agreed price stated in The Agreement and/or the Purchase Order for the sale of Products and/or Services, including adjustments (if any) in accordance with The Agreement.
“Services, Works” means the additional scope of works aside from the Products including surveying, measuring, installation and any other services to be provided at the address stated to the Customer pursuant to The Agreement and/or Purchase Order which shall be carried out by a recommended installer appointed by the Company;
“Site” means the premises where Products are installed or Services are performed, not including The Company’s premises from which it performs remote Services;
“Terms and Conditions” means these Standard “Terms and Conditions of Sale of Products and Services”, including any modifications or additional provisions specifically stated in The Company’s final quotation or specifically agreed upon by The Company in writing.
- Price
2.1. Initial quotations for the price of Products and/or Services shall have a validity of one calendar month from the date they are sent to The Customer. After the validity period has ended, The Company reserve the right to re-quote for the Products and/or Services previously quoted for.
2.2. The Company does not include the quotation of claddings and pressings on the Purchase price and such Goods will be priced for after the frames are installed.
2.3. The prices are quoted in Great British Pound (GBP).
2.4. The price quoted will be subject to adjustment for escalation in accordance with The Agreement and/or Purchase Order containing these Terms and Conditions.
- Payment
3.1. The Customer is required to pay a 50% deposit of the total order value is payable before or upon The Agreement/Purchase Order signature.
3.2. The final 50% will be due upon completion of the Works, or on any event not later than 7 days from the Company’s operatives leaving the site.
3.3. The Company is not required to commence or continue its performance unless and until any required Payment is received, operative and in effect and all applicable Progress Payments have been received. For each day of delay in receiving Progress Payments, The Company shall be entitled to a matching extension of the schedule. If at any time The Company reasonably determines that The Customer’s financial condition or payment history does not justify continuation of The Company’s performance, The Company shall be entitled to require full or partial payment in advance or otherwise restructure payments, request additional forms of Payment Security, suspend its performance or terminate The Agreement.
3.4. The Company may establish different payment terms if The Customer consistently fails to make payment according to the terms stated above. If The Customer fails to make any payments to the Company when due, The Customer will make payment to The Company, without prejudice to any other rights available under The Agreement and/or Purchase Order, interest on late and/or non-payment calculated from payment due date to date of actual remittance, as set out below:
3.4.1. Interest will automatically accrue from the agreed payment due date up to actual remittance, calculated pro-rata to an applicable daily rate, on any overdue payment amount from payment date due at the rate of 5% over whichever of the below options is greater:
3.4.1.1. 3% of payment amount equivalent per year, pro-rata to a daily rate;
Or:
3.4.1.2. The previous months statistics for UK Retail Price Index as stated on the Office of National Statistics database, pro-rata to a daily rate.
3.4.2. Any interest payable must be paid with payment of the outstanding amount due to us.
3.4.3. Default in payment also will entitle us to stop any further work from being completed and will attract interest as stated above.
- Supply and Delivery
4.1. Once The Company have emailed The Customer The Customer’s Purchase Order, The Company will give The Customer an estimated time of delivery. When The Customer’s order is ready for delivery The Company will contact The Customer with a delivery date.
4.2. The Company will make reasonable efforts to deliver and/or install at that time and endeavour to notify The Customer at the earliest opportunity if it is likely that installation will be delayed.
4.3. The Company are not liable for external factors causing delay and The Company will not be liable for any costs or damages caused by delays beyond our control.
4.4. The Company shall have the right to cancel or delay delivery if The Company are prevented from or delayed in manufacturing or delivering the Goods and/or Installation Services by normal route or means of delivery through any circumstances beyond our control.
4.5. If The Company are unable to deliver The Customer’s Goods for any reason, they will be returned to our depot and The Customer, the Customer must contact us to arrange a new delivery date. There will also be an additional delivery charge for re-delivering the original items.
4.6. If The Customer wishes to change the delivery and installation date, The Customer must give the Company at least 10 working days prior written notice. The Company will not be liable for any costs or damages if the time agreed has to be rearranged.
4.7. Failure to make payment of the purchase price on the due date for payment will result in the automatic suspension of the Company’s obligation to deliver the goods until such time as all monies due have been paid.
- Compliance with Laws, Codes and Standards
5.1. The Company adheres to relevant standards set out in The British Standard for paints and varnishes which is the official English language version of The European Standard EN 12206-1:2004 for the quality and durability of the Goods.
5.2. The Company adheres to relevant security standards for Aluminium alloy windows and door sets under BS4873, as set out under PAS24, which provides the methods for testing and assessing enhanced security performance requirements of door sets and windows.
5.3. The Company adheres to standards set out in BS6206 for the performance requirements of our glass products, namely the windows.
5.4. The Company adheres to relevant Weathertightness standards of the Goods set out under BS6375: Part 1: 2009, which contains Air permeability under BS EN 1026: 2000, Watertightness under BS EN 1027: 2000 and Resistance to wind load under BS EN 12211: 2000.
5.5. The Company adheres to the use of Reichs-Ausschuss für Lieferbedingungen (RAL) codes to identify colours which are used in the Goods. The Company can provide samples of our RAL colours, which are indicative only and may vary from the actual final product. The Company cannot accept liability when trying to colour match to other products supplied under the RAL codes.
5.6. The Company adheres to the Glass and Glazing Federation (GGF) for the clarity and quality of glass supplied.
- Installation
6.1. The Company advise The Customer to clear all possessions at the site where the work is due to take place. The Company cannot accept responsibility for damage to any of The Customer’s possessions left at the site which The Company are working.
6.2. Items of furniture and soft furnishings, including carpets should be protected by the Customer before the work commences to avoid contamination due to dust accumulation as the Works progress.
6.3. The Company must have access to the premises/site on reasonable notice, in order to carry out measurements prior to the installation.
6.4. The site survey will be carried out by a representative of the Company and the accuracy of the dimensions taken are the responsibility of the Company as long as floor levels as well as any internal and external coverage on the frames have been confirmed by an appointed onsite contractor or the Customer.
6.5. It is the responsibility of the Customer to ensure that any structural openings are of a satisfactory standard prior to the site survey being carried out, e.g. the dimensions of the opening are square, and the brick work and steel beam(s) are level.
6.6. The Company must have access to the premises on reasonable notice, in order to carry out the Works.
6.7. The Customer must provide The Company access to standard electricity and water supply adequate for the completion of the works for the purposes for installation of the Goods.
6.8. The Company will complete the Works within a reasonable time, although the Customer should be aware that the time required may be subject to delays caused by bad weather, staff illness or injury, by structural difficulties or by difficulties caused by any existing defects in the premises or any additional work revealed during the execution of the Works, as per, but not exclusively, the Excusable Delays/Events section.
6.9. The Company will not be liable for any damage resulting from existing structural or other defects in The Customer’s property. If structural problems are discovered to exist, The Customer must still pay the price in full even if The Company are not able to complete the installation in the way envisaged.
6.10. If Works are subject to delays, the Company shall not be liable for any financial loss incurred by the Customer.
6.11. In the event of a structural problem being detected the Company reserves the right to refuse to install the product until such time as the structural problem identified has been remedied to the Company’s entire satisfaction.
6.12. For the avoidance of doubt the product is not designed as a structural component to The Customer’s property in that it is none load-bearing, it is only designed to carry its own weight. In no circumstances therefore will the Company be responsible for defects arising due to loads being applied to the product by the surrounding structure of the building.
- Work Content
7.1. The Works shall consist of:
7.1.1. The removal of existing installed window(s), doors(s), where applicable;
7.1.2. The preparation for an installation of the window(s), door(s);
7.1.3. The manufacture of window(s) and doors(s);
7.1.4. The installation of the window(s), door(s);
7.1.5. The removal of existing timber, aluminium or PVC frames and glass. Excluding disposal of these materials which remains the responsibility of the Customer, unless stated otherwise in the Purchase Order;
7.2. Any additional work not mentioned in the Agreement and/or Purchase Order must be agreed in writing, via a Contract Variation and/or alteration to The Agreement and/or Purchase Order prior to signature, agreed with The Company.
7.3. The Company is not required to decorate, redecorate or plaster any room in The Customer’s house following the completion of the Works described in this contract and will not be responsible for such provided the work has been executed in a competent, workmanlike fashion.
7.4. The Company will take reasonable care to minimise any damage which might be caused by the installation. The Company shall not however be responsible for any internal or external damage caused by the installation.
7.5. The Customer may be charged an abortive installation fee if the Company is unable to complete the installation due to incomplete, defective or delayed works being the responsibility of others or where the Company is unable to secure access for the installation.
- Defects
8.1. Minor defects caused by The Company or its suppliers during the supply or installation of the Product, including but not exclusive to hairline scratches, minor discolouration, minor warping and dents, shall not render the Goods or Products defective and/or faulty unless the defect renders the product inoperable, or in non-compliance with the laws, codes and practices set out in The Agreement, in which case the specified product in question will be labelled to have a major defect.
8.2. Any major defect caused by The Company or its suppliers must be recorded by The Customer and The Customer must notify The Company in writing within 14 days of installation of the product in question to trigger rectification by The Company. The Company shall attend to the rectification of the recorded major defect to within a reasonable period of time and retains the right to reject any claim made by The Customer if the product is not deemed inoperable or in non-compliance as stated above. Upon notification of a major defect The Company shall attempt to rectify to the best of its ability to regain compliance and reinstate proper operation of the Product.
- Guarantees
9.1. The relevant documentation containing the Company’s guarantee for the Goods will be supplied to the Customer upon completion of the Works, when the guarantee period of coverage begins.
9.2. After completion of the works The Company shall, free of charge, either repair and/or replace any defective Goods or section of products, where defects have appeared and are not the result of misuse, damage caused by anything that is not The Company’s responsibility outside of the codes and standards set out above or normal wear and tear, in accordance with the guarantee(s) provided to the Customer on completion of the Works. The timescale for the guarantee shall not exceed the agreed date/period that the guarantee is stated to cover.
9.3. Damages to glass sealed units become damaged from nickel sulphide inclusions are not covered by the Company’s guarantee.
9.4. The Company will not be at liberty to replace deflecting units unless it is agreed with their supplier than the unit is beyond normal or safe standards. Flex or deflection in glass units is to be expected, in some units up to 10mm deflection is deemed safe and normal.
9.5. The Company accepts zero tolerance for steel deflection prior to completion of the works. If the Company reasonably consider that defects have arisen through deflection post-completion of installation of product(s), then The Company reserve the right to charge The Customer for correction of the specified defect. A call out fee and labour fee combined will be charged, post-agreement with The Customer via a quotation.
9.6. The Company is not liable for minor imperfections or cosmetic deterioration caused by normal wear and tear or abnormal environmental factors.
9.7. Any claims under these guarantees or Design Bifolds Ltd warranty should be promptly notified to The Company in writing at enquiries@designbifolds.co.uk.
- Contract Variation
10.1. The Company reserves the right to vary the contract in the event that structural difficulties are encountered in the course of the Works and cannot be held liable for any delay caused by such issues.
10.2. The Company do not undertake to move services, fixtures or fittings, which are ancillary to the basic structure of the property, e.g. radiators, pipes, electricity, telephone, television cables, burglar alarms or gas services unless specifically itemised in the Purchase Order.
10.3. Otherwise, all contract variations must be agreed in writing with the Company.
- Excusable Delays/Events
11.1. The Company shall not be liable nor in breach or default of The Agreement if performance of such obligations is delayed or prevented, directly or indirectly, due to any causes beyond its reasonable control, including:
11.1.1. Acts of God, Force Majeure;
11.1.2. Fires, severe weather conditions, floods;
11.1.3. The presence of foreign objects or contaminants including, without limitation, chemicals, salt air and harmful gases in the physical environment affecting any part of the Site or Products;
11.1.4. Armed conflicts, acts or threats of terrorism, war (declared or undeclared), epidemics, pandemics, civil unrest, material shortages, machinery breakdowns, insurrection, deaths;
11.1.5. Acts (or omissions) of The Customer or The Customer’s contractors or agents/suppliers including failure to timely perform its obligations under The Agreement;
11.1.6. Any act (or omission) by any governmental authority;
11.1.7. Strikes, labour disputes, transportation shortages, vendor non-performance, import/export restriction;
11.2. If an Excusable Delay/Events occurs, The Company shall notify The Customer of any delay or failure excused by this Section 11 Excusable Delays/Events. and the programme for the works shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If such delay or failure occurs, The Agreement shall not terminate, and the time of delivery or of performance shall be extended for a period equal to the time lost by The Company by reason of the delay or failure. If acts or omissions of The Customer or its contractors or suppliers cause the delay, The Company shall also be entitled to an equitable price adjustment.
11.3. Any delay or prevention of the performance of either party’s obligations caused as a result of the Covid-19 pandemic or a similar pandemic which is beyond such Party’s reasonable control shall entitle such Party to suspend the performance of its obligations regardless of whether such delay or prevention was foreseeable or not. In these instances, the notification requirement will not apply.
- Force Majeure
12.1. If the Company is either directly or indirectly prohibited from supplying, delivering and installing the Goods by reason of any force majeure, the Company shall be under no liability whatsoever to The Customer.
- Termination, Suspension
13.1. The Customer may terminate the Agreement (or any portion thereof) for cause if The Company: (a) substantially breaches a material obligation that does not otherwise have a specified contractual remedy, on condition that The Customer provides The Company written notice of the breach and The Company has failed, within 90 days after receipt of the notice (or such extended period as is considered reasonable by the parties), to either: (i) commence and diligently pursue cure of the breach, or (ii) provide reasonable evidence that the breach has not occurred; or (b) becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws.
13.2. The Customer terminates the Agreement pursuant to Section 13.1, (i) The Company shall reimburse The Customer the difference between that portion of the Agreement Price allocable to the terminated scope and the actual amounts reasonably incurred by The Customer to complete that scope, and (ii) The Customer shall pay to The Company (a) the portion of the Agreement Price allocable to Products completed, (b) lease fees incurred, and (c) amounts for Services performed before the effective date of termination. The amount due for Services shall be determined in accordance with the price and payments schedule and rates set forth in the Agreement (for work toward completion not yet achieved and where there is no payments schedule), as applicable or, where there are no payments and/or rates in the Agreement, at The Company’s then-current standard time and material rates.
13.3. The Company may suspend or terminate the Agreement (or any affected portion thereof) immediately for cause if The Customer (i) becomes Insolvent/Bankrupt, or (ii) materially breaches the Agreement, including, but not limited to, failure or delay in The Customer fulfilling its performance obligations, providing Payment Security (if applicable), making any payment when due, or fulfilling any payment conditions.
13.4. If the Agreement (or any portion thereof) is terminated for any reason other than The Company’s default under Section 13.1, The Customer shall pay The Company for all Products completed, lease fees incurred and Services performed before the effective date of termination, plus expenses reasonably incurred by The Company in connection with the termination, including cancellations fees or charges that The Company has to pay to subcontractors and sub-suppliers. The amount due for Services shall be determined in accordance with the price and payments schedule (for completed works) and rates set forth in the Agreement (for work toward completion not yet achieved and where there is no payment schedule), as applicable or, where there are no payments and/or rates in the Agreement, at The Company’s then-current standard time and material rates. In addition, The Customer shall pay The Company termination charges equal to 80% of the Agreement Price applicable to uncompleted made-to-order Products and 15% of the Agreement Price applicable to all other uncompleted Products and Services (collectively “Termination Charge”).
13.5. Either The Company or The Customer, upon twenty (20) days advance notice may terminate the Agreement (or the portion affected) if there is an Excusable Event as described in Section 11 Excusable Delays/Events. (except that subparagraph 11.1.5) shall only be used as a reason for termination by The Company lasting longer than one hundred and twenty (120) days. In such case, The Customer shall pay to The Company amounts payable under Section 13.4 , excluding the Termination Charge, unless the Excusable Event is attributable to 11.1.5, in which case The Company shall also be entitled to terminate and to claim the amounts payable under Section 13.4 including the Termination Charge.
13.6. Subject to Section 13.1, above, The Customer may not terminate, suspend or cancel the Agreement (or any portion of the Agreement) without prior written consent of The Company, which consent shall be at The Company’s sole discretion. The Company may condition its consent upon any or all of the remedies stated in Section 13.4 above. Despite the previous sentences, The Company shall not consent to termination, suspension or cancellation of any Product or Services Order for which The Company has already begun production or performance, as applicable.
13.7. The Customer shall pay any reasonable expenses incurred by The Company in connection with a suspension of the Agreement by The Company in accordance with Section 13.3, above, including expenses for repossession, fee collection, duties, carrying costs, taxes, demobilisation/remobilisation or costs of storage during suspension upon submission of one or more of The Company’s invoices. Performance of The Company’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.
- Damages
14.1. If the Customer rescinds or terminates the Agreement where they are not legally entitled to do so, or whereby the Company becomes entitled to terminate the Agreement because of default on the part of the Customer, then the Customer will forfeit the deposit paid and in addition the Company will be entitled to be paid as compensation the following:
14.1.1. The price of all parts ordered by the Customer pursuant to the Purchase Order;
14.1.2. A fair price for work completed;
14.1.3. A sum equal to the loss of profit on the Agreement;
14.2. The Company will not in any circumstances refund any deposit monies paid if the Agreement is cancelled by the Customer after components have been ordered by the Company.
14.3. If there are any minor outstanding works to be completed after installation, what is defined as practical completion, then the maximum retention that can be held by the customer against the total project value is 2%.
14.4. In the instance that all of the frames or glass units on the project cannot be installed and therefore the entire Agreement cannot be fulfilled, for any reason which is beyond our control, then as the incurred material costs have already been suffered to Design Bifolds Ltd, the full value of the Agreement is due for payment prior to the remaining frame(s) being installed. The Company also reserve the right to charge the customer for an extra installation fee for the additional visit to site required to complete the outstanding works.
- General terms
15.1. If the Company waives any breach of the Agreement by the Customer, that shall not be considered as a waiver of any subsequent breach of the same or other breach.
15.2. Each clause in the Agreement shall be construed as separate and servable. If any clause in the Agreement is found to be invalid or unenforceable wholly or partly, the validity of the remaining clauses shall not be affected.
15.3. If any clause if found to be invalid or unenforceable, that clause shall be replaced with a valid and enforceable clause to achieve, as far possible, the economic, business and other purpose of the deemed invalid, or enforceable clause.
15.4. The Agreement which constitutes the signed Purchase Order between the Company and The Customer, the Customer supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between each party, whether written or oral.
15.5. Any accidental typographical, or other administrative error on the Purchase Order shall be subject to correction without any liability on its part.
15.6. The Company’s employees are not authorised to make any representation or give advice concerning the Goods to be supplied under this Agreement unless such representation and/or advice is confirmed by the Company in writing in the Purchase Order. The Customer, the Customer therefore waive any breach of any such representations that have not been confirmed in writing. Such waiver doesn’t not include fraudulent misrepresentation.
15.7. The Customer shall not assign or transfer any of its rights, benefits or obligations under the Agreement without prior written consent of the Company.
15.8. Unless expressly stated, The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties Act 1999) to enforce any term of the Agreement.
15.9. The Agreement shall be governed by the Law of England and Wales, save as to the dispute resolution process, the customer shall submit to the exclusive jurisdiction of the English Courts.
