TERMS & CONDITIONS
1.1.The Company means : Gemini Windows – part of Camden Group Ltd
1.2.The Customer/Business means the purchaser of the equipment.
1.3.The Contract means the agreement between the Company and the Customer.
1.4.The Goods means any items supplied or to be supplied under the Contract by the Company.
- THE CONTRACT
2.1.These conditions shall be incorporated into each and every Contract made between the Company and the Customer /Business and shall apply to the exclusion of any terms and conditions put forward by or on behalf of the Customer/Business and shall not create any agency or partnership between the Company and the Customer/Business or any third party.
2.2. No variation or waiver of or addition to these conditions, whether written or oral, shall have effect unless and until authorised in writing by a Director of the Company.
2.3. Quotations and estimates, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not an offer.
2.4. For the purposes of the Contracts (Rights of Third Parties) Act 1999, these conditions do not create any right or remedy enforceable by any person/Business other than the Customer /Business and the Company.
- TIME LIMITS
Any time or date quoted by the Company for delivery goods is an estimate only and the Company shall not be liable for any failure to meet any such estimate nor for any loss, whether financial or otherwise resulting directly or indirectly therefrom. Time is not and shall not be of the essence in relation to the performance by the Company of its obligations under the Contract.
- CANCELLATION BY THE CUSTOMER
In accordance with the Consumer Contracts Regulations, which replace the distance selling regulations, customers are given 14 Days after the delivery day in which you have the right to cancel your order. You will be offered a full refund including any basic initial included delivery charges, please note that the whole cost of returning cancelled items, by courier or other means is the responsibility of the customer. Cancelled items must be returned within 14 days of cancellation.
Whole orders or individual items within an order are not subject to cancellation when they are made to the consumers specifications or when bespoke-made, tailor-made, custom-made or are clearly personalised.
Either party can request a variation to the Contract. The Customer for any reason and the Company if added or increased costs to the company a variation necessary to produce the desired outcome. The variation must be agreed in writing. The parties should agree a price for the variation but if the Manufacture of goods as varied without a price the varied manufacture of the goods shall be priced equitably having regard to the price for the goods as a whole.
The Company will deliver all goods to the drop off point ( address given to the company ) at the easiest access point, no goods will be carried up any stairs or further than a 10 meter distance from the delivery vehicle, damaged good must be noted at the time of delivery on the delivery or collection note by the customer and the company must be notified within 24 hours in writing to email@example.com
7.1.Any price for Goods in the Contract is based upon prices ruling as at the date of the contract but the actual price to be charged to the Customer under the Contract shall be based upon prices ruling for such Goods when acquired by the Company for the purpose of the Contract.
7.2.Unless otherwise expressly stated in writing all prices are exclusive of and therefore subject to the addition of Value Added Tax.
- DATE FOR PAYMENT
8.1.The Company is entitled to render periodic invoices during the course of the Contract.
8.2.The Customer shall make payment in full within agreed payment term/ days from the date of invoice. The Company will exercise its statutory rights to claim interest at 2.5 percent above bank base rate and compensation for debt recovery costs under the late payment legislation if not paid according to agreed credit terms.
8.3. The Customer shall notify the Company of any queries concerning invoices in writing within 3 days of the invoice date. The Company will not grant an extension to credit account payment terms for unresolved invoice queries that have been notified after 3days have elapsed from the invoice date.
8.4. Any delay or default by the Customer in making payment in accordance with condition 8 shall render all sums owing to the Company on any account whatsoever including the costs of recovery of such sums due and payable immediately without requirement for any notice given to the Customer, interest will be charged in accordance with condition 8.2with immediate effect until the date of actual payment.
8.5. The Customer shall not be entitled to withhold payment of any amount payable to the Company where evidence of supply of goods exists (e.g. a signed collection or delivery note).
8.6. Any Customer wishing to pay by instalment terms needs to have a signed agreement with the Company prior to dispatch of any goods
- OWNERSHIP AND RISK
9.1.Risk in the Goods will pass to the Customer on delivery or collection from the factory or to the Customers delivery address.
9.2.Title of the Goods will not pass to the customer until all Goods the subject of the Contract have been paid for.
9.3. The Company shall be entitled to recover possession of its Goods (and enter onto the premises of the customer and uninstall them for that purpose) if they are not paid for by the due date.
- DISPUTES AND SET-OFF
Any obligation of the Company under the Contract shall be subject to and conditional upon the due performance and observance of the Customer of all its obligations under these conditions, and subject to these conditions the Customer shall not be entitled to withhold or delay payment or exercise any right of set-off whatsoever and howsoever arising or arisen which might otherwise be available to it.
- LIMITATION OF LIABILITY
11.1.The following provisions set out the Companys entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Customer in respect of:
11.1.1. Any breach of its contractual obligations arising under the Contract and
11.1.2. Any representation statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2. Any act or omission on the part of the Company or its employees agents or subcontractors falling within Clause 11.1 shall for the purposes of this Clause 11 be known as an “event of default”
11.3. The Company’s liability to the Customer for:
11.3.1. Death or injury caused to the Customer resulting from any event of default;
11.3.2. Loss or damage suffered by the Customer as a result of the Company’s failure to give good title as regards any goods supplied; shall not be limited
11.4. The Company’s entire liability in respect of any other event of default shall be limited to:
11.4.1. £1,000.000 in the case of an event of default causing damage to the tangible property of the Customer; and
11.4.2. In any other case the higher of the price or value of the individual item of the Goods being supplied or that part in respect of which the event of default occurs
11.5. Subject to Clause 11.3 the Company shall not be liable to the Customer for loss of profits goodwill or any type of special indirect or consequential loss even if such loss were reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same
11.6. The limitation contained in Clause 11.4.2 limits the Company’s liabilities in respect of all such events of default cumulatively
11.7. Save as regards the liabilities referred to in Clause 11.3 the Company shall have no liability to the Customer in respect of any event of default unless the Customer shall have served notice of the same upon the Company within 30 days of the date it first became aware of the circumstances giving rise to the event of default or the date upon which it ought reasonably to have become so aware
11.8. Nothing in this Clause 11 shall confer any right or remedy upon the Customer to which it would not otherwise have been entitled.
- TERMINATION AND SUSPENSION
12.1.Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be entitled in its absolute discretion and upon giving to the Customer written notice of its intention to do so, either to terminate wholly or in part the Contract and or any other contract with the Customer or to withhold, vary or suspend performance of all or any of its obligation under the Contract or any other contract in any one or more of the following events:-
12.1.1.If any sum owing to the Company from the Customer on any account whatsoever shall be unpaid after the due date of payment.
12.1.2. If the Customer shall commit any breach of any contract with the Company.
12.1.3. If an administrator, administrative receiver or liquidator is appointed to or by the Customer;
12.1.4. If the Company shall have reasonable grounds to doubt the solvency of the Customer.
12.1.5. If the Customer shall exceed the credit limit agreed between it and the Company from time to time on any account. The Company shall be entitled to require as a condition of resuming performance under the Contract in such circumstances, the payment of such proportion of the sums or sum outstanding on any account by the Customer or such further sums as the Company sees fit in its absolute discretion to bring the Customer back within its agreed credit limit.
12.1.6. If the Customer refuses to permit or hinders performance of delivery or collection of goods
12.2. The Company shall be entitled to exercise its rights of termination or suspension hereunder at any time during which the event giving rise thereto shall not have ceased or been remedied, and in the circumstances of any such suspension, the Company shall be entitled to require as a condition of resuming performance under the Contract, pre-payment of or such security as it may stipulate for the payment of any sum or sums due or to become due to it. In case of any such event happening the Company shall also have a general lien over all monies and property of the Customer in its possession for any sums due to the Company.
- FORCE MAJEURE
The Company shall have no liability whatsoever for any, failure to perform, or for any delay in the performance of any of its obligations under the Contract arising wholly or partly by reason of any factor beyond its direct control.
14.1.Any notice required to be given in writing under the Contract shall be given either by facsimile transmission, email to contact@@geminiwindowcentre.com or by first class post addressed to the registered office of the party for which it is intended.
14.2.In the event of first class post it will be deemed received three working days after sending. In the case of fax or email immediately, a successfully sent report is generated by the senders fax machine, or a read receipt by email
- GOVERNING LAW
This Contract shall be governed by the law of England and subject to the exclusive jurisdiction of the English Courts.