GENERAL CONDITIONS OF SALE
1.1 Contracts and Orders are accepted only subject to our General Conditions of sale as set out herein and any Special Conditions of Sale endorsed on the reverse hereof and the buyer shall be bound by such Conditions. No modification of such conditions particulars contained in our acceptance will be recognised by us unless expressly accepted by a director of profine UK Limited (and any subsidiaries of profine UK Limited) in writing. Unless so agreed any qualifications thereof or difference contained in the buyer’s own order forms whether received by us before or after the date on which these Conditions are sent to the buyer shall be inapplicable. All orders, whether based on this quotation or otherwise, shall be subject to our written acceptance.
1.2 The buyer acknowledges that these Conditions shall notwithstanding the absence of any reference thereto, apply to all other contracts and orders placed by the buyer or by any connected party within the meaning of Section 839 of the Income and Corporation Taxes Act 1988.For the avoidance of doubt, these Conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the buyer.
1.3 None of our employees and agents are authorised to make any representations concerning the goods ordered by the buyer unless confirmed by a director of profine UK Limited (and any subsidiaries of profine UK Limited) in writing
1.4 No order which has been accepted by us may be cancelled by the buyer and except with our prior written consent which shall, if given, be deemed to have been given on the condition that the buyer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages and charges and expenses incurred by us as result of the cancellation.
Prices quoted shall refer to the stipulated quantities only and will not necessarily hold good for other quantities. Unless otherwise stated all prices quoted are those at which profine UK Ltd’s (and any subsidiaries of profine UK Limited) goods will be delivered. VAT, customs and excise duty and other similar taxes are not included in the quotation or invoice will be added where and at the rate applicable.
3.1.1 We reserve the right to alter the quoted prices of all or any of the goods at any time without notice in the event of any variation in costs incurred by us after acceptance of the buyer’s order. Orders are accepted at the price current at the time of acceptance and on the understanding that they may be invoiced at price current on the date of dispatch and/or delivery irrespective of prices previously quoted. The quoted price is also subject to adjustment if any changes are made by the buyer in the specification or quantities of the goods or delivery requirements.
3.1.2 Subject to clause 3.1.1 our current prices from time to time, details of which are available to the buyer on request, shall apply in the absence of any price being quoted for the goods and references in quotations to “as previously” or words to the like effect shall relate to the quality of the goods and shall not be construed as a reference to the prices thereof.
3.2 Goods.We reserve the right to make any changes to the specification of the goods which are required to confirm with any applicable safety or other statutory requirements which do not materially affect their quality or performance.
4.1 Unless otherwise agreed by us the goods or each installment of the goods in cases where they are to be delivered by installments shall be paid for in full within 30 days of the date of the invoice. In no circumstances shall the Buyer be entitled to make any deduction, whether by way of set-off, counterclaim or otherwise or withhold payment for any other reason whatsoever.
4.2 If the buyer does not pay profine UK Ltd (and any subsidiaries of profine UK Limited) for the goods as and when payments fall due, profine Uk Ltd (and any subsidiaries of profine UK Limited) shall be entitled to suspend deliveries and/or terminate its contracts with the buyer and/or claim damages for breach of contract.
4.3 In the event that payments due under this or any other contracts with the Buyer are not made on the due date, all payments due under the said Contract shall become immediately due and owing, notwithstanding the provisions of Clause 4.1 hereof.
4.4 If there is any delay in making payment, we shall be entitled to charge interest on the outstanding amount at 3 per cent above the base rate charge by our bankers from the due date until the date of actual payment in full.
4.5 If the buyer fails to pay in full for goods delivered by the date of payment in Clause 4.1 above, we shall be entitled to bring an action for the full payment notwithstanding that property in the goods has not passed to the buyer.
4.6 The buyer agrees to pay us on a full unlimited indemnity basis all costs, charges, expenses and liabilities paid and incurred by us (whether directly or indirectly) as a result of any default by the buyer in complying with obligations imposed by the of this Contract or any other contract between us and the buyer.
5.1 Unless otherwise agreed the goods shall be delivered in our or the manufacturer’s standard packaging. Special packaging specifications to meet the buyer’s requirements must be referred to us for review and acceptance. We shall make a charge for this and the cost will be shown as a separate item on the invoice.
5.2 Packing cases and/or metal cassettes supplied or used in connection with the goods shall at all times remain our property both before and after delivery of the goods and the buyer agrees to indemnify us against any loss or damage thereto occurring while such cases or cassettes are on the premises of the buyer or under it’s control.
6 Delivery and Risk
6.1 The date for delivery shall be the date on which we notify the buyer that the goods are ready for delivery. Any dates
quoted by us are approximates only and shall not form part of the Contract nor, for the avoidance of doubt, shall time for delivery be of the essence.
6.2 Every effort will be made to maintain delivery dates but we accept no liability for delay however occasioned or for any consequences of such delay. No delivery shall be considered as overdue until the buyer has made a written request for delivery and given us reasonable time to comply with such request.
6.3 Delivery shall be when the goods are ready at the buyers nominated place for delivery which shall be
6.3.1 Our premises or those of our agent if either the buyer or the buyer’s carrier or agent collects, or if no written nomination has been received by the time the goods are ready; or
6.3.2 At the buyers own premises if carriage is effected by ourselves, our carriers or agents.
6.4 Risk in the goods shall pass when the goods are delivered or earlier, when we inform the buyer that the goods are available for collection.
6.5 We reserve the right to deliver by installments in which case each delivery shall constitute a separate contract without prejudice to subsequent deliveries and shall be invoiced accordingly.
6.6 If delivery is postponed at the request of the buyer or for it’s benefit, or if the buyer fails to take delivery of the goods or any part of them, we may on notice to the buyer store or arrange for the storage of the goods and
6.6.1 Risk in the goods shall have passed to the buyer,
6.6.2 delivery of the goods shall be deemed to have taken place and the buyer shall pay all costs/expenses including storage (as specified in Clause 6.7) and any redelivery and insurance charges arising and shall reimburse us on a full indemnity basis such costs/expenses.
6.7 If delivery is postponed at the request of the buyer or for it’s benefit or if the buyer fails to take delivery of the goods or any part of them, we are entitled to charge storage costs at a rate of not less then 0.5% per month of the purchase price of the goods and if such delivery is postponed for a length of time which in our opinion is unreasonable then without prejudice to our other rights we shall be entitled to sell the goods.
6.8 We reserve the right, on a mistake having been made which has resulted in the wrong quantity of goods having been delivered, to
6.8.1 make an additional delivery of goods in order to satisfy the contract specifications or
6.8.2 upon notifications of an excess delivery, have the excess returned to us on our demand, the cost of transit being borne by us.
6.8.3 Any material returned by the buyer (other than that of a proven complaint) is subject to a deduction of 15% to cover handling costs.
7 Retention Of Title
Title to the goods shall pass to the buyer when we have been paid in full for the goods supplied to the
buyer under this contract or any other contract between us together with all interest payable on any and all overdue amounts, Until full payment is received:
7.1.1 We shall retain legal and beneficial title to the goods supplied which the buyer shall hold as bailee and fiduciary for us;
7.1.2 The buyer shall store the goods and maintain the records of the goods in such a way that they are clearly identifiable as our property; and
7.1.3 The buyer shall keep the goods separate from those of the buyer and third parties and shall keep the goods properly protected and insured against all loss or damage howsoever caused at its own expense.
7.2 We shall have the right, without prejudice to any other rights or remedies available to us, to enter, without prior notice; any premises where the goods are stored or where there are reasonably thought to be stored and to repossess and dispose of any goods owned by us in such manner as we see fit.
7.3 The buyer’s right to possession of the goods shall cease if it enters into administration, liquidation, receivership, or bankruptcy or does or fails to do anything which would entitle a receiver to take possession of any assets or would enable a person to present a petition for it’s liquidation or bankruptcy or makes an arrangement or assignment for the benefit of creditors, or discontinues it’s business or if a petition for it’s liquidation or bankruptcy is presented. In which case, without prejudice to any other right or remedy available to us, we may for the purpose of recovery of the goods enter upon premises where they are stored or may reasonably be thought to be stored and may repossess and dispose the goods in such manner as we see fit.
7.4 Nothing in this Clause 7 shall prevent us from suing for the price when due.
7.5 Subject to the terms of this Clause, the buyer may be in the ordinary course of its business process the goods in such fashions as it may wish and/or incorporate them in or with any other product or products and sell the goods to a third party prior to the date on which full payment of the price is received by or made to us if and only if:
7.5.1 the proceeds of sale if less than full price of the goods or such part of the proceeds of sale as equals the full price of the goods when received by the buyer and/or its agent are placed forthwith in a separate interest
– bearing deposit account and the funds therein or the appropriate part thereof are held on trust for us and payable to us; ]
7.5.2 notice is given as soon as reasonably practicable to us once the proceeds of sale have been received by the buyer, and at our request, the buyer shall assign to us all rights relating to payment against the customer to whom he has supplied the goods; and
7.5.3 any sale shall be effected by the buyer as agent for us, provided that the buyer shall have no authority to create privity of contract between us and any customer to whom the goods are sold.
7.6 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain our property, but if the Buyer does so all monies owing by the buyer to us under this or any other contract between us and the buyer shall, without prejudice to any of our other rights or remedies, forthwith become due and payable.
The buyer shall fully insure the goods against all risk from the time when they are at his sole risk under Clause 6.4 with a reputable insurance company at its own expense and shall produce the policy of insurance so effected together with the receipt of the current premium to us on demand. The insurance shall cover our interest in the goods, and the buyer shall hold all monies paid under such insurance on trust for us and shall pay the same to us.
9 Force Majeure
Should delivery be rendered uneconomic, or should we be prevented or hindered from delivering on the date stated, or forced to delay beyond the date stated due to strikes, lock-outs, civil unrest, riots, act of God, act of terrorism, war, fire, tempest, flood, accident or damage to goods, or delay in obtaining or inability to obtain through scarcity materials or for any other causes beyond our control, we or the buyer may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption or normal production or sale or cancel or vary the contract without compensation. No such happening shall release either party from liability to pay unpaid accounts or to pay for the goods delivered.
10.1 We warrant:
10.1.1 the dimensionally accurate design of PVC Window Profiles in accordance with British Standard 7413;
10.1.2 constant material quality of PVC Window Profiles in accordance with British Standard 7413, for a period of 10 years, exclusively for the colour white (654);
10.1.3 dimensionally accurate design of PVC Window Profiles in accordance with the directives of RAL GZ716/1 Chapter 1, section 6 resp. 7; and
10.1.4 constant material quality of PVC Windows Profiles in accordance with RAL GZ 716/1 Chapter 1, section 6 resp.7, for a period of 5 years for all foiled profiles.
10.1.5 for any goods supplied but not manufactured by profine UK Limited (and any subsidiaries of profine UK Limited) for example; Warmcore Fabrications, Evolve Fabrications, Reinforcements and Hardware will be subject to the warranties provided by the third party suppliers.
10.2 The warranty begins to run from the date of delivery of the goods and is subject to the following conditions precedent:
(a) the manufacturing instructions in the fabricator manual drawn up by profine UK Limited (and any subsidiaries of profine UK Limited) must be complied with in all cases;
(b) the accessories recommended by profine UK Limited (and any subsidiaries of profine UK Limited) must be used;
(c) profile defects must be notified in writing with 10 working days after delivery; and
(d) any load-bearing or supporting fitting elements (such as: hinges, corner supports for tilt and turn windows
or lockings) must be fixed not only to the PVC but directly screwed into the steel re-enforcement, as specified in guidelines within the Technical Manuals.
10.3 If the conditions precedent in Clause 10.2 are not satisfied, we shall not be bound by the terms of this warranty.
10.4 We warrant that any goods not covered by the definition in Clause 10.1 shall, be free from defects in material and workmanship for a period of 1 year from the date of delivery. Such goods shall also be subject to the following warranty provisions:
10.5 Our liability under this warranty shall be limited to repairing or replacing, at our option, free of charge any parts which within the period of the warranty fail as are result of defective workmanship or material. In the event that the exact replacement parts are no longer available, we shall use our reasonable endeavours to replace the defective part with the next available product part. We will provide a replacement free of charge only to those goods whose defects have been brought to our attention when first discovered and which have been approved by us in writing. Material or parts alleged to be defective shall be returned to us if requested. We shall not be liable for transportation or installation charges, for expenses of the buyer for repairs or replacements or for damages for delay or loss of use or other indirect, incidental or consequential damage of any kind. If necessary, the buyer shall grant us the right to enter the premises where the alleged parts are located in order to carry out an inspection of the same. If inspection by ourselves does not disclose any defects in material or workmanship, our regular published rates will be charged for any replacement goods we supply. We may use improved designs of the parts to be replaced.
10.5.1. This warranty does not apply to any material which has been repaired or altered outside our premises in any way so as in our judgment to affect its performance or reliability, or to any defect arising from misuse, negligence, accident or any cause other than normal and reasonable use nor shall it apply beyond their normal span of life to any materials whose normal span of life is shorter than the applicable period stated herein.
10.5.2. A new warranty period of six months shall apply from the date on which any goods are repaired or replaced in accordance with Clause 10.5 provided however that such further warranty shall in any event expire after nine months from the date on which the original goods were delivered.
10.5.3. Save as aforesaid all other conditions, guarantees, or warranties whether express or implied by statute, common law or otherwise in relation to the goods (apart from terms implied as to title under the Sale of Goods Act 1979) are hereby expressly excluded. Except for death or personal injury resulting from our negligence and except where expressly set out in these Conditions, we shall not be liable to the Buyer for any loss (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage of any nature or loss or damage (contractual tortuous, breach of statutory duty or otherwise) arising from any breach of express warranty or condition of the Contract, or any negligence, breach of statutory or other duty on our part. Nothing in this Clause 10.5.3 excludes liability for fraud.
In addition to any right of lien to which we may by law be entitled we shall have a general lien on all goods of the buyer in our possession (although such goods or some of them may have been paid for) for the unpaid price of any goods sold and delivered to the buyer by us under this or any other contracts.
12.1 The buyer shall inspect the goods immediately on delivery thereof. If the buyer fails to give notice or report in accordance with these provisions the goods shall be deemed to have been accepted in accordance with the Contract and the buyer shall be bound to accept and pay for the same at the time or times specified in these conditions unless a written claim is received:
12.1.1 by us and the carrier within 3 days of delivery in respect of damage, delay or partial loss in transit;
12.1.2 by us and the carrier within 14 days of dispatch in respect of non- delivery, or
12.1.3 by us within 14 days of delivery in respect of any other matter.
12.2 Goods subject to any claim must be stored free of charge for our inspection.
Our obligation with regard to the manufacturer sale and delivery of the goods may not be assigned either wholly or in part to sub-contractors or other third parties, without our prior written consent.
14.1 None of our agents have any actual or ostensible authority to waive these conditions.
14.2 Any waiver, indulgence or forbearance of the Conditions must be authorised in writing by a Director of profine UK Limited (and any subsidiaries of profine UK Limited)
14.3 Failure by us to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate as a waiver of any later breach.
If any provision of these conditions is legally invalid, void or unenforceable the validity of the remaining Conditions shall remain unaffected. In this case, we and the buyer agree to replace the legally invalid, void or unenforceable provision by adequate, legally valid provisions under the relevant laws which ensure that the purposes and intentions of these Conditions are achieved to the greatest extent possible.
16 Entire Agreement
The buyer’s order, our confirmation thereof and the Contract relating thereto including these Conditions represent and contain the entire agreement and understanding of the parties relating to the subject matter thereof and the buyer irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation whether or not contained in this contract or breach of any warranty not contained in this Contract unless such misrepresentation or warranty was made fraudulently and/or to rescind this contract.
17 Third Parties
Pursuant to the Contracts (Rights of Third Parties) Act 1999, we and the buyer intend that no term in this Contract may be enforced by any party who is not a party under this Contract or a third party within the meaning of that Act, that this Contract is not intended to, and does not, confer any benefit on any person not to a party to it, and that no consent shall be required of any person not a party to this Contract to any variation or termination of it or to any provision contained in it.
18 Construction and Jurisdiction
The validity, construction and performance of the Contract shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
Version dated: May 2020. profine UK Limited (and any subsidiaries of profine UK Limited)