Terms of Sale

1. ACCEPTANCE OF ORDER
Goods are sold subject to these terms and conditions (“the Terms”) which apply to the exclusion of all other terms whether expressly implied by law or otherwise (including any terms printed on the Customers order forms, in correspondence or implied by trade, custom, practise or course of dealing) unless expressly agreed to in writing by Quantum Windows Ltd (“Quantum”). All references in these terms to “written agreement” by Quantum shall mean agreement in writing signed by a Director of Quantum, no other employee or representative of Quantum is authorised to agree to any variation or concession of these Terms, nor to make any representation regarding the Goods.

No estimate, quotation or proposal issued by Quantum is an offer which is capable of acceptance by the Customer to form a contract. Any order for Goods is deemed to be placed upon these Terms and will constitute an offer which Quantum may accept or reject. Quantum may accept such offer in writing (for example, by sending to the Customer an Order Acknowledgment) or otherwise, including for example by starting to process the order. If Quantum accepts the Customer’s order, there shall be a binding contract between Quantum and the Customer.

2. DELIVERY
Any date named by Quantum for despatch or delivery is given and intended as an estimate only and is not to be of the essence of the contract. The Customer shall nevertheless be bound to accept the Goods ordered whether available on or after the date stated. Quantum shall not be liable in any way in respect of late despatch or delivery however caused nor shall such failure to despatch be deemed to be a breach of the contract.

3. DAMAGE OR LOSS IN TRANSIT
No claims for loss in transit, shortage of delivery or loss of Goods will be entertained, unless in the case of damage in transit or shortage of delivery, a separate notice in writing is given to the carrier concerned and to Quantum within three days of the receipt of the Goods followed by a complete claim in writing within five days of receipt of the Goods. In the case of loss of Goods, separate notice in writing shall be given to the carrier concerned and a complete claim in writing made within seven days of the receipt of the Goods or of the date of the invoice whichever is the earliest.

4. NON-DELIVERY
No claims for non-delivery can be entertained and Quantum shall incur no liability in respect of any such claim unless received by Quantum in writing within seven days of the invoice date.

5. PRICES
Orders are accepted only on condition that the Goods will be invoiced at the price ruling at the date of despatch. Quantum reserves the right to alter prices without notice to cover variations in the cost of materials, labour etc., or through the Customers change of design, or for any other reason. If variation in price occurs in currency of the order, the price of the undespatched portion of the order outstanding at the date of such variation in price shall be adjusted accordingly.

6. PAYMENT
a) Unless otherwise agreed by Quantum in writing, net invoice amount shall become due for payment by the Customer on collection or delivery.
b) Quantum reserves the right at any time to demand full or partial payment before proceeding further with any order.
c) If the Customer defaults in payment, Quantum may, in addition to exercising the right contained in 6.b, delay delivery or cancel contract also cancel other orders received from Customer.
d) Quantum reserves the right to charge interest on any overdue payment at the rate of one and a half percent per month.
e) Until Quantum has received payment in full of the price of the Goods including all arrears and interest charges due under the contract, the Customer acquires no title to the Goods which are the subject of the sale and ownership remains with Quantum.

7. DEFECTIVE/DAMAGED GOODS
No claims against Quantum for Goods represented by the Customer to be defective, from whatever cause, or not to conform to the contract can be entertained, and Quantum shall incur no liability in respect thereof unless received by Quantum in writing within twenty-eight days from the date of despatch and the defective Goods or Goods failing to conform to contract are returned to Quantum within the said twenty-eight day period.

8. LIMIT OF LIABILITY
In any event of a claim against Quantum in respect of any manner whatsoever, Quantum’s liability (if any) shall be limited to the replacement of the Goods sold in respect of which the liability arises if required and practicable or the Customer shall be given a credit for the invoiced value of the order in respect which the liability arises. Under no circumstances whatsoever shall Quantum be liable for a consequential loss or damage or any personal injury or damage or loss of property other than stated herein howsoever and whatsoever arising. Any express or implied conditions, statement, warranty, statutory or otherwise, are hereby excluded save where such exclusions are invalidated by statute. No claim by the Customer shall be accepted as a reason for cancellation of the remainder of the order. Nothing in these terms excludes or limits the liability of Quantum for the death or personal injury caused by its negligence.

9. RIGHT TO INSPECT
In the event of the Customer making a claim against Quantum for any reason whatsoever the Goods in respect of which any such claim is made shall be preserved intact where delivered for a period of fourteen days from the notification of the claim to Quantum within which time Quantum shall have the right to attend the place where the Goods were delivered to investigate the complaint. No claim by the Customer shall be accepted unless this condition is strictly complied with.

10. INSTALLMENT DELIVERIES
Quantum may, at its discretion, make instalment deliveries and each delivery shall constitute a separate order for the purposes of payment.

11. DESIGN CHANGES
Quantum reserves the right to effect design changes as technical developments may require, without prior notice.

12. SPECIFICATIONS PROVIDED BY THE CUSTOMER
The Customer shall indemnify Quantum against any and all liability arising through execution by Quantum of any order placed by the Customer in accordance with the Customer’s specification where such execution infringes any patent, trademark or registered design not owned by the Customer or Quantum.

13. RISK, PROPERTY AND INSURANCE
a) Goods supplied by Quantum shall be at the Customers risk immediately on delivery to the Customer or into custody on the Customers behalf (whichever is the sooner) and the Customer should therefore arrange insurance accordingly.
b) The property of the Goods supplied by Quantum will pass to the Customer when A) the goods subject in this contract, B) all other Goods of any contract between Quantum and the Customer which have been delivered to the Customer (prior to the payment in full for the Goods subject in this contract), have been paid in full.
c) In the event that the Customer re-sells Goods supplied by Quantum prior to the passing of the property therein to the Customer, such resale shall be effected by the Customer as bailee for Quantum and the proceeds of any such re-sale shall be received by the Customer for and on behalf of Quantum unless all debts owing to Quantum by the Customer in respect of Goods supplied by Quantum have been paid.

14. VAT
VAT will be charged at the rate of applicable at the time of despatch. The VAT amount invoiced is calculated on discount total charge amount and is at all times strictly NETT.

15. LAW OF CONTRACT AND JURISDICTION
All contracts for the supply of Goods by Quantum to the Customer shall be governed by English Law and be within jurisdiction of the English Courts.