- It is a condition precedent to any liability that:
- all Goods shall be stored in accordance with good trade practice, in a dry place, stacked up right, slightly raised from the ground and adequately protected from the weather and that no internal joinery or doors shall be installed in a building which has not been adequately dried out;
- all joinery or doors supplied in the white shall be suitably primed without delay and should not be subjected to exposure to any moisture/water after receipt and all joinery supplied shall receive further coats of paints within a reasonable period and items supplied with a base coat of stain shall receive further coats as soon as possible;
- the Buyer shall be restricted from carrying out any adaptation, reworking or other changes to the products supplied without written consent by the Seller, any such work undertaken without written consent will be at the cost to the Buyer and no liability shall be accepted by the Seller;
- all joinery and doors shall be installed correctly in accordance with good trade practices and adequate maintained in service;
- paintwork or other protective surface finishes of external joinery shall be maintained in service and moisture shall not be allowed to penetrate into the timber;
- veneered Goods must not be exposed to sunlight, until final fitment; and
- further information regarding the care and handling of Goods is available from the Seller and recognized bodies such as Trada. The British Woodworking Federation (Care of timber doors on site) and the British Standards Institution (BS1 186 part 2 and BS8000 part 5).
17. Subcontracting and Assignment
- The Seller shall be free to employ subcontractors.
- The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.
18. Clause Headings
- The Clause headings shall not affect the interpretation of these Terms and Conditions.
19. Force Majeure
- The Seller shall not be liable for any failure to deliver the Goods arising from a Force
- If the Buyer:
- fails to make payment for the Goods in accordance with the Contract; or
- commits any other breach of the Contract; or
- if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangements with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolutions or petition to wind-up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if an administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or if the Buyer ceases or threatens to cease to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
- if the Buyer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the Goods shall become payable immediately.
- If any of the events in clause 1 occur, the Seller may in its absolute discretion and without prejudice to any other rights which it may have:
- suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability upon its part.
- exercise any of its rights pursuant to clause 8
- Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.
22. Governing Law and Jurisdiction
- All Contracts between the Seller and the Buyer shall be governed and construed in accordance with English Law and all disputes arising in relation to such Contracts shall be submitted to the Jurisdiction of the English Courts.
- Any transactions letters, drawings, specifications technical information on prices whether written or verbal supplied by the Seller to the Buyer shall be regarded by the Buyer as confidential and will not be disclosed to others unless agreed in writing by the Seller.
- It shall be the responsibility of the person placing the Contract (purchase order) to inform all interested parties involved along the supply-chain of these Terms and Conditions.
25. Divisibility Clause
- We may deliver Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract.
- Each instalment delivery will be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment will entitle you to repudiate or cancel any other Contract or instalment.
- Each invoice raised by us to you will be payable in full, without deduction or set off, in accordance with our standard payment terms.
- You agree that you will not be entitled to set off any claim against an invoice:
- unless you have notified us in writing within 2 days of delivery of any defect or shortage in the Goods delivered;
- any claim arising out of the supply of Goods under a Contract other than that which gave rise to the debt forming the subject matter of the invoice.
26. Entire Agreement
- The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract. Each party acknowledges that it has not relied upon any warranty, representation, statement or understanding other than those expressly set out in these Terms and Conditions.
27. Rights of Third Parties
- No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Contract.
- The installer must follow the Installation Procedures supplied with the door set, if these Installation Instructions are not followed no liability will be accepted by Ignis Doors for any failure that might occur and Ignis Doors Ltd will not be liable for any such consequential loss that might ensue in the event of premature failure caused by noncompliant installation