Version Date: August 2017 (Amendment: October 2020)
Valid for UK territory only
TERMS AND CONDITIONS OF SALE
“Company Signatory” means a person authorised by Us.
“Contract” means the contract for the supply of the Goods incorporating these Terms.
“Defect” means the condition and/or any attributes of the Goods and/or any circumstances which, but for the effect of these Terms would have entitled You to damages.
“Goods” means the goods or when the context permits services to be supplied by Us which are the subject of the Quotation, delivery note, invoice and applications for payment or acknowledgement of order, respectively.
“Quotation” means the quotation given overleaf or attached hereto or where these Terms are attached to a delivery note, invoice or acknowledgement of order, the quotation supplied to You previously by Us.
“You” and “Your” means you, the purchaser, the person, firm or company to whom the Quotation, invoice, delivery note, application for payment or acknowledgement of order is addressed.
“Terms” means the terms set out in this document and any special terms agreed in writing between a Company Signatory and You.
“We” and “Us” and “Our” means Saint-Gobain Glass (United Kingdom) Limited, a company registered in England and Wales with company registration number 02442570 whose registered office is at Saint-Gobain House, East Leake, Loughborough, Leicestershire, LE12 6JU, trading as Swisspacer UK and Ireland.
a) All illustrations, data and other information contained in Our brochures, catalogues, advertisements, price lists, technical data sheets or other documents or samples are approximate and (in the absence of fraud by Us) shall not constitute representations by Us, and shall not form part of the Contract.
b) Quotations are invitations to treat only.
c) These Terms supersede any earlier terms and conditions appearing in any of Our documentation (other than special conditions) and all representations, terms, conditions, warranties or guarantees whether express or implied arising by statute common law or otherwise are (to the extent permissible by law) hereby excluded provided that nothing in these Terms shall operate to exclude or restrict Our liability for fraud or fraudulent misrepresentation, personal injury or death resulting from Our negligence or to exclude the provisions of Section 12 of the Sale of Goods Act 1979.
d) The Goods are supplied on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which You may purport to apply under any purchase order, confirmation of order, specification or other document).
e) No order placed by You shall be deemed to be accepted by Us until a written acknowledgment of order is issued by Us or (if earlier) We deliver the Goods.
f) No variation of the Contract shall be effective other than with the written agreement of a Company Signatory. Any contrary or additional terms, unless so agreed, are excluded.
g) Orders may be cancelled only with the agreement of a Company Signatory and You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
h) If You wish the Goods to comply with any specification, You must notify Us of these requirements in writing and any such specification must be agreed by Us in writing, to be incorporated into the Contract.
i) By accepting the Quotation, You confirm that You are responsible for ensuring that the Goods are appropriate for the intended application and their use complies with all local and national legislation, building regulations, standards, codes of practices and any other requirements.
j) If You submit full sized templates then the Goods will be manufactured to the size of the template. If there is a discrepancy between written instructions from You and the template provided by You, We will manufacture to the size of the template.
k) Products, templates or documents submitted to Us by You are submitted at Your own risk.
l) You shall be responsible to Us for ensuring the accuracy of the terms of any order including any applicable design, drawing or specification provided to Us by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform the Contract.
3. PRICE AND PAYMENT TERMS
a) Unless otherwise stated in Our Quotations, the price of the Goods shall be that prevailing at the date of delivery of the Goods. The price is exclusive of VAT which shall be due at the rate ruling on the date of a VAT invoice.
b) We reserve the right to levy the following charges:
(i) Energy surcharge unless specifically stated in the Quotation, which shall be charged at the prevailing rate on date of the invoice; and
(ii) Additional charges including but not limited to administration charges, stillage charges and delivery charges as notified to you from time to time.
c) Prices listed or quoted are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of the Goods as at the time of delivery by such amount as may be necessary to cover any increase in costs sustained by Us after the date of acceptance of Your order and any direct or indirect costs of making, obtaining, handling, or supplying the Goods.
d) Prices quoted are applicable to the quantity specified and based on the information provided by You at the time of order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates, or delay is caused by Your instructions or lack of instructions, We shall be entitled to adjust the price of the Goods to take account of the variations.
e) If You request amendments or variations to your order after acceptance of Your order by Us in accordance with these Terms, We reserve the right to charge You for any costs including but not limited to administration costs incurred by Us as a result of Us considering/assessing your requested amendments or variations.
f) If We agree to amendments or variations to your order after acceptance of Your order by Us in accordance with these Terms, You will be liable for any increase in costs including but not limited to administration costs incurred by Us as a result of such amendments or variations.
g) Each consignment of the Goods will be invoiced separately and payment against Our invoice shall fall due in full on the last day of the month following that in which the Goods were delivered.
h) You shall make all payments due under any contract in full without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
i) Credit facilities may be withdrawn or reduced at any time at Our sole discretion. In the event that credit facilities are withdrawn or reduced You may have to complete a re-application process to obtain credit.
j) Even if We have previously agreed to give You credit, We reserve the right to refuse to execute any order or Contract if the arrangements for payment or Your credit rating is not satisfactory to Us. In Our discretion We may require security satisfactory to Us or payment for each consignment when it is available and before it is despatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us.
k) We shall be entitled to charge interest on the outstanding balance of all overdue accounts from the time of default calculated on a daily basis at the annual rate of 8% above the base lending rate of the Bank of England from time to time until payment is made whether before or after any judgment.
l) We shall be entitled at all times to set off any debt or claim of whatever nature which we may have against You against any sums due from Us to You.
m) We reserve the right to charge an administration fee if copies of invoices are provided to You.
4. DELIVERY AND RISK
a) Delivery will be effected when the Goods leave Our premises whether carried by Us or an independent carrier, or the premises of Our suppliers when the Goods are delivered direct from Our suppliers.
b) Times or dates for despatch or delivery of Goods are not of the essence and are estimates only. We shall not be liable for any damages whatsoever, whether direct or indirect (including any liability to any third party) resulting from any delay in delivery of the Goods or failure to deliver the Goods in a reasonable time - whether such delay or failure is caused by Our negligence or otherwise howsoever arising.
c) Notwithstanding Clause 7, risk in the Goods shall pass to You on despatch.
d) Where delivery is to be made by instalments each delivery is deemed to be the subject of a separate Contract and any failure by Us in respect of any one delivery shall not entitle You to repudiate the Contract as a whole or reject any further instalments to be delivered thereunder.
e) The loading, handling, working or carrying of Your own materials shall be entirely at Your risk. You are responsible for the loading and unloading of the Goods and also for any damage to the Goods during loading and unloading, however caused.
f) Where We require You to provide facilities to unload deliveries such facilities shall be provided by You at no extra cost to Us.
g) We may refuse to deliver and/or unload Goods if in Our or Our driver’s opinion it would be unsafe to do so.
h) If for any reason You fail to accept delivery of any of the Goods when they are ready for delivery or We are unable to deliver the Goods on time because You are not available to take delivery or You change delivery instructions or the delivery location is inaccessible or You have not provided appropriate instructions, documents, licences or authorisations:
(i) Risk in the Goods shall pass to You (including for loss or damage caused by Our negligence);
(ii) The Goods shall be deemed to have been delivered;
(iii) We may store the Goods until delivery, whereupon You shall be liable for all related costs and expenses (including without limitation, storage and insurance);
(iv) You will indemnify Us for any costs, loss or damages incurred by Us in this respect.
i) If Goods are delivered on stillages the following shall apply:
(i) You must make available to Us for collection any stillages from previous deliveries.
(ii) The stillages remain Our property and You cannot modify, adapt or use them as storage racks or for any other purpose.
(iii) Both wooden and metal stillages form part of the packaging for Our Goods only. They are not lifting equipment therefore you must not use them for lifting Goods to any height.
(iv) Craneable stillages are only available by prior arrangement.
(v) We reserve the right to levy charges for stillages details of which will be confirmed to You in writing and may be varied from time to time.
a) You shall inspect the Goods at the place and time of unloading or collection, but nothing in these Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
b) You must advise Us by telephone immediately and give Us written notice within 3 working days of unloading of any claim for short delivery and if You do not give Us that notice within that time:
(i) The Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
(ii) You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
c) Our liability for short delivery is limited to making good the shortage.
d) (i) Where it is, or would have been, apparent on a reasonable inspection that the Goods are not in conformity with the Contract You must advise Us by telephone immediately and return the Goods to Us within 3 working days of delivery in the same condition as they were supplied save that where Goods have been used or installed and it is not practicable to return them.
(ii) If You fail to give Us that notice and return Goods to Us within that time, the Goods will be deemed to have been accepted and You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the Goods.
a) You agree to indemnify Us for all injury, loss or damage occurring to any person or property and against all actions, demands, expenses or charges made in connection with the Contract arising from the use or installation of the Goods where the use or installation of the Goods results in injury, damage or loss due directly or indirectly to the carelessness or negligence of You or Your employees or agents or subcontractors or to any breach by You of Your obligations to Us under the Contract.
b) We shall not be liable:
(i) if the Defect arises from wear and tear.
(ii) if the Defect arises from wilful damage, negligence, abnormal working conditions, misuse, interference in any way, failure to follow Our instructions, British Standard or industry instructions relevant to the Goods, or storage of the Goods in unsuitable conditions (but this sub-clause shall not apply to any act or omission on Our part).
(iii) unless after discovery of the Defect We are given notice of the Defect within 3 working days and We are given a reasonable opportunity to inspect the Goods before they are used, or in any way interfered with. We acknowledge that the costs of suspending works are relevant to the determination of what is reasonable opportunity and this sub-clause shall not apply to any works affecting the Goods, which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures.
(iv) if the Defect is discovered within 3 months of the date of delivery unless You give Us written notice of the defect within 3 working days of it being discovered.
(v) if in any case the Defect is discovered more than 3 months after the date of delivery.
(vi) if You do not return the allegedly defective Goods to Us in 3 working days of discovery (at Your cost) in the same condition as they were supplied save where Goods have been used or installed and it is not practicable to return them.
c) Subject to clause 6(b) above, if any of the Goods do not conform with the Contract, We shall at Our option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.
d) No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied.
e) No warranty is given or implied that the Goods will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or condition may be known or made known to Us.
f) The supply of Goods hereunder shall not confer any right upon You to use any of Our trademarks or any other intellectual property without Our prior written consent and at all times such trademarks and any other intellectual property shall remain Our property.
g) If the Goods are manufactured, processed or produced by Us to the design, quantity measurement or specification supplied by You or Your agents then You will unconditionally, fully and effectively indemnify Us against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred, by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any claim for infringement of any patents, copyright design, trademark, or any other industrial or intellectual property rights of any other person.
h) Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of any Contract shall be limited to any Contract price for the Goods the subject of the claim.
i) We shall not be liable to You for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with any Contract.
j) In any event, We shall not be liable to You unless legal proceedings in respect of the claim (if not previously satisfied) are begun within two years of date of the alleged breach of Contract.
7. TITLE AND RISK
a) Legal and beneficial title in the Goods shall remain with Us until We receive full payment (in cash or cleared funds) from You all sums due to Us in respect of:
i) The Goods; and
ii) All other sums which are or which become due to Us from You in respect of any Contract or otherwise.
b) Where We are unable to determine whether any Goods are the Goods in respect of which Your right to possession has terminated You shall be deemed to have sold all the Goods of the kind sold by Us to You in the order in which they were invoiced to You.
c) Until title passes:
(i) You shall hold the Goods as Our fiduciary agent and bailee.
(ii) The Goods shall be stored separately from any other goods and identifiable as Ours and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods.
(iii) We agree that You may use, or agree to sell the Goods as principal and not as agents in the ordinary course of Your business subject to the express condition that at Our direction, the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for Us and not mixed with any other monies, or paid into an overdrawn bank account and, it shall, at all times, be identifiable as Our money.
d) We shall be entitled, at any time, to recover any or all of the Goods in Your possession to which We have title and for that purpose, We, Our employees or agents may, with such transport as is necessary, enter upon any premises occupied by You, or to which You have access and where the Goods may be, or are believed to be, situated.
8. FORCE MAJEURE
a) We will not be liable for any failure to fulfil Our obligation under any Contract or cancellation of the Contract or reduction in the volume of the Goods supplied to You arising from circumstances outside Our reasonable control which shall be deemed to include (but shall not be limited to) war, national emergency, riot, civil commotion, fire, earthquake, obstruction of private or public road or highway, acts of God, exceptional weather, strikes, lock-outs, terrorism, protests, governmental actions, explosion, flood, epidemic, any form of industrial action, shortages of labour or materials and delay in delivery of materials by suppliers or sub-contractors (the “Force Majeure Event”).
b) If We are prevented from delivering the Goods due to Force Majeure Event, We shall give You written notice of this fact as soon as reasonably practical after discovering the same.
c) If the Force Majeure Event is still continuing 3 months after You receive Our notice as referred to in (b) above, We may give written notice to You terminating the Contract affected (but not any other contract not so affected).
d) If any Contract is terminated in the manner set out in (c) above, We shall refund any payment which You have already made on account of the price of the Goods not delivered, subject to deduction by Us of any amount We are entitled to claim from You. We shall not be liable to compensate You for any loss or damage caused by Our failure to deliver the Goods or any of them due to the Force Majeure Event.
a) “Insolvent” means You becoming unable to pay Your debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of Your property; the appointment of a receiver or administrative receiver over all, or any part, of Your property; a proposal for a voluntary arrangement or compromise between You and Your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up, or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for Your winding-up, or for an administration order or presentation of or a notice to pass a resolution to appoint an administrator in relation to You or if You suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on Your business.
b) If You fail to pay the price for any Goods or services on the due date or fail to pay any sum due to Us under any Contract on the due date or You become Insolvent or We have reasonable grounds to believe You may become Insolvent or if You are a limited company or partnership and there is a material change in Your constitution or ownership or You commit a material breach of this Contract and fail to remedy that breach, all sums outstanding between You and Us shall become immediately payable, and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):
(i) Require payment in cleared funds in advance of further deliveries;
(ii) Terminate the Contract;
(iii) Cancel or suspend any further deliveries to You under any Contract without liability on Our part;
(iv) Without prejudice to the generality of Clause 7 of these Terms exercise any of Our rights pursuant to that clause;
(v) Recover from You on an indemnity basis such reasonable costs including but not limited to agency costs or legal costs incurred by Us if We reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce Our rights as a result of Your breach of this Contract;
(vi) Without prejudice to paragraph (v) above, if You are acting in the course of a business then in the event of late payment We reserve the right to claim compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 at the prevailing rate.
10. COMPLIANCE - BRIBERY ACT AND EXPORT SANCTIONS
a) You shall ensure that in any dealings with us, neither you nor any of your employees or agents shall commit any offence under the Bribery Act 2010 (the “Act”) including not engaging in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Act. You shall inform us immediately if you become aware of any actions between the parties that could constitute an offence under the Act.
b) It is our and our group’s policy to comply with all applicable sanctions and legal requirements for the import and export of goods, technology and services. We are committed to ensuring compliance with all regulatory and licensing requirements relating to international trade. We do not permit the supply of any of our goods to any individuals, companies or organisations that are subject to any trade, economic or financial sanctions, embargoes or similar restrictive measures administered, enacted or enforced by the UK, EU, UN or USA ("Sanctioned Entities"). By entering into this Contract you agree not to re-sell or otherwise transfer the Goods, either directly or indirectly, to any Sanctioned Entities.
a) You shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
b) You shall be liable for and shall indemnify and hold us harmless from any and all liability, loss, claims, damages and costs, which we may sustain or incur, arising out of or in any way connected with your failure to comply with Clauses 10(b) and/or 11(a).
12. DATA PROTECTION
a) For the purposes of this clause, (a) "Data Protection Laws" means any laws and regulations relating to the use or processing of personal data including: (i) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable legislation implementing or made pursuant to EU Directives 95/46/EC and 2002/58/EC (as amended by 2009/136/EC), and (ii) EU Regulation 2016/679 ("GDPR"), and (iii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR; in each case, as updated, amended or replaced from time to time; and (b) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the GDPR.
b) Each party shall comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Personal Data in connection with these Terms. Such processing shall continue for so long as these Terms is in force and shall be in respect of the following:
(i) Categories of data: Contacts within each of the parties and the ultimate customer details;
(ii) Types of personal data: names, addresses, email addresses, telephone numbers and other contact details;
(iii) Purpose and nature of processing: (i) manage the Contracts between the parties including ordering, fulfilment and billing and (ii) fulfilment of such Contracts by delivering goods.
c) To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (i) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, these Terms as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of these Terms; and (ii) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in these Terms.
d) You agree that we may engage third party providers including any advisers, contractors, or auditors to Process Personal Data ("Sub-Processors"). We shall ensure that our contract with each Sub-Processor shall impose obligations in relation to the Processing of Personal Data on the Sub-Processor that are materially equivalent to the obligations to which we are subject to under these Terms in relation to the Processing of Personal Data.
e) If either party receives any complaint, notice or communication which relates to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, or if any Personal Data processed in connection with these Terms is subject to a personal data breach (as defined in the GDPR), it shall immediately notify the other party and provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice, communication or personal data breach.
a) No performance bonds, collateral warranties, parent company guarantees or other guarantees will be provided by Us unless We agree in writing and such agreement is signed by a Board Director of the Company.
b) No failure by Us whether by way of indulgence or otherwise to enforce or delay in enforcing Our rights hereunder shall operate as a waiver of any of Our rights.
c) The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.
d) This Contract shall be governed and interpreted according to the Laws of England and You agree to submit to the exclusive jurisdiction of the English Courts.
e) If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.
f) We may assign, novate, or subcontract all or part of this Contract and You shall be deemed to consent to any novation. This Contract is personal to You and it may not be assigned by You.
g) Nothing in this Contract is intended to, or will grant any right, to any third party to enforce any Terms of this Contract, be it express or implied.
h) Incorporation of Your business if You are a sole trader or partnership: Until You are informed in writing by Us that either the status of the account has been amended to a limited company or a new account opened all orders will continue to be debited to the current account and You will remain responsible to Us.
i) All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or airmail or sent by a fax to the address of the party shown in the Contract (or such other address notified to the other party). The notice shall have been deemed to have been received:
(i) if sent by pre-paid first class post or airmail, 4 days after posting excluding Saturday, Sunday and Bank and public holidays; or
(ii) if delivered by hand, on the day on delivery; or
(iii) if sent by a fax, on a working day prior to 4pm at the time of transmission or otherwise on the next working day.
j) Any term of the Contract shall not be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
Saint-Gobain Glass (United Kingdom) Limited (trading as Swisspacer UK and Ireland)
Registered in England and Wales (CRN 02442570). Registered office: Saint-Gobain House, East Leake, Loughborough, Leicestershire, LE12 6JU.
VAT number: GB 544 9390 18.