Terms & Conditions
External Doors Online LTD. T/A Sliding Sash Windows Online
The customer's attention is drawn in particular to the provisions of clause 9.
1. INTERPRETATION
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 5.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: External Doors Online Limited T/A Sliding Sash Windows Online (registered in England and Wales with company number 13228103).
Warranty Period: has the meaning given in clause 6.1.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax and email.
2. PLACING AN ORDER AND ITS ACCEPTANCE
2.1 Placing your Order. Please follow the onscreen prompts to place an order. Each Order is an offer by the Customer to buy the Goods specified in the Order subject to these terms.
2.2 Correcting input errors. The Order process offers the Customer the opportunity to check and amend any errors before submitting the Order to the Supplier. The Customer is responsible for ensuring that the Order and any Specification submitted is complete and accurate.
2.3 Acknowledging your Order. After the Customer places an Order, they will receive an email from the Supplier acknowledging that they have received it, but that does not mean that the Order has been accepted. Acceptance of the Order will take place as described in clause 3.3.
2.4 If we cannot accept your Order. If the Supplier is unable to supply the Goods for any reason, they will inform the Customer of this by email and they will not process the Order. If the Customer has already paid for the Goods, the Supplier will refund the full amount as soon as possible.
3. BASIS OF CONTRACT
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
3.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, including email confirmation, at which point the Contract shall come into existence.
3.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue unless specified otherwise at the time of quotation and may be withdraw by the Supplier at any time by written or verbal notice.
3.7 Quotes are provided by the Supplier based on information provided by the Customer. If Goods are required to comply with Part F and Part L of The Building Regulations 2010, this must be specified by the Customer and the quote may be amended accordingly.
4. GOODS
4.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 4.1 shall survive termination of the Contract.
4.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
5. DELIVERY
5.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.2 The Supplier shall deliver the Goods, to the kerbside, as near as possible to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
5.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
5.4 The Customer is responsible, at their own cost, for ensuring sufficient labour is available to unload the Goods from the delivery vehicle. If there is not, in the opinion of the delivery driver, sufficient labour to unload the Goods, an alternative delivery date will be arranged, and the Customer shall be liable for redelivery costs.
5.5 The Supplier shall not be liable from any damage or loss arising from the unloading of the Goods.
5.6 The Customer is responsible for ensuring that Goods are free from defects and damage. Any product found to have defects or damage must be reported within 24 hours of delivery.
5.7 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.8 If the Supplier fails to deliver the Goods, its liability shall be limited to the reproduction and redelivery of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.9 If the Customer fails to accept delivery of the Goods on completion of unloading of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods, then delivery of the Goods shall be deemed to have been completed on the Business Day when actual delivery takes place.
5.10 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them.
5.11 The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. QUALITY
6.1 The Supplier warrants that on delivery, and for the period specified in relation to the type of Goods bought set out by Schedule 1, from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
For the avoidance of doubt, bespoke Goods cannot be returned unless they do not comply with the warranty set out in this clause 6.1.
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods at the Supplier’s discretion.
6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the Customer Installs/fits the Goods;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Where only some or part of the Goods do not comply with the warranty set out at clause 5.1 the Supplier shall, at its own option, repair or replace the part of the Goods that does not comply with the warranty and shall have no liability to any Goods or part of the Goods that does comply with the warranty set out at clause 5.1.
6.5 The Supplier has no liability to the Customer for any indirect or consequential loss incurred due to some or all of the Goods being defective, including but not limited to refitting of the Goods, payment of a third party to install the Goods and any other financial loss suffered by the Customer.
6.6 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
8. PRICE AND PAYMENT
8.1 Full payment of the Goods must be paid prior to the Order being manufactured and Orders shall only be processed upon the Supplier receiving full payment at the time of Order, unless agreed otherwise by the Supplier, in full and cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.
8.2 The price of the Goods shall be the price set out in the Order.
8.3 The Supplier may, by giving notice to the Customer at any time up to 14 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.4 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which the Customer shall additionally be liable to pay to the supplier, subject to the receipt of a valid VAT invoice.
8.5 Any discount, sales or promotional offers advertised in marketing campaigns, advertisements or elsewhere are already applied to the Supplier’s website and pricing.
8.6 The Supplier may, without notice, withdraw at any time, any discount, sales or promotional offer as stated online or in writing without providing any prior notice.
8.7 The Supplier may, without prior notice, cancel any Order and produce written confirmation of the cancellation within 10 Business Days of receiving the Order. The Supplier shall return any funds of any cancelled Orders paid by the Customer within 10 Business Days of cancellation.
8.8 As the Goods are bespoke, once the Order has been accepted in accordance with clause 2.3, any request by the Customer to change the Specification, type of Goods ordered, delivery date(s) or quantities of Goods are at the Supplier’s sole discretion.
8.9 Acceptance of cancellation requests made by the Customer to the Supplier is at the Supplier’s discretion. The Supplier shall notify the Customer, in writing or by email, when cancellation is accepted, and until such notification, cancellation requests shall be deemed not accepted. If the cancellation is accepted by the Supplier, the Customer shall be notified within 48 hours of any costs incurred.
8.10 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. LIMITATION OF LIABILITY
9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed the cost of the Goods.
9.5 Subject to clause 9.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.6 This clause 9 shall survive termination or expiry of the Contract.
10. TERMINATION
10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.
12. GENERAL
12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.7 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.8 Third party rights.
(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
SCHEDULE 1 WARRANTIES
1.1 The warranties set out here are relating to the Warranty Period set out in clause 6.1.
1.2 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
1.3 Warranty claims will be void if the Customer does not follow the correct maintenance of the Goods as explained by the product care guides.
1.4 All product warranties are provided directly by the relevant manufacturer and the relevant Warranty Period relating to each Goods are set out below:
PVC SLIDING SASH WINDOWS
10 year warranty - PVC profile - UV fading, discolouration and structural integrity (wipe down with soapy water every 6 months)
10 year warranty - Woodgrain lamination - UV fading, discolouration and delamination (wipe down with soapy water once every 6 months)
10 year warranty - Glass units - Obstruction of vision arising from moisture ingress into the glass unit. Does not extend to minor imperfections in and on the glass arising from the glass manufacturing process. (clean with soapy water)
10 year warranty - Colour coating (spraying) - UV fading, discolouration and delamination
5 year warranty - Balance mechanism (windows must be operated once per month and lubricated once every 6 months)
10 year warranty - Stainless steel tilt arms - Oxidisation. Does not extend to operational failure due to fair wear and tear or misuse (The windows must be operated once per month. Lubrication once every 6 months)
5 year warranty - Galvanised steel products - Oxidisation. Does not extend to operational failure due to fair wear and tear or misuse.
5 year warranty - Locking mechanisms, handles and additional hardware - Oxidisation. Does not extend to operational failure due to fair wear and tear or misuse. (Lubrication once every 6 months. Clean with soapy water. other proprietary cleaners may affect the paint/lacquer finish and cause flaking and/or discolouration. Wipe handles and aesthetic hardware down once a month)
1.5 Warranties cover the parts specified only. If a replacement part is required, it shall be provided if the part is covered by warranty. The Supplier shall not be responsible for any additional work required to replace components, or be liable for claims for consequential expenditure or loss.
1.6 Any claim made under the warranties be made in writing providing a full description of all issues, including photographic evidence where possible.
1.7 Where any valid claim is made in respect of a breach of warranty the Customer shall be entitled to, at the Supplier’s discretion: a replacement of the Goods or refund for the price of the Goods (or a proportion thereof).
1.8 There is no warranty provided for defects and damage not reported upon delivery, or any wear and tear, not limited to damaged hardware, handles, letter boxes, door knockers, frame scratches, door slabs, glass, or broken cylinders from snapped keys.
1.9 The Seller provides warranties for the goods sold herein only when they are retained within the country of purchase. Any warranties, whether express or implied, shall be void if the goods are exported from the country of purchase. This exclusion applies to all forms of warranty, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Buyer acknowledges and agrees that it bears all risks associated with the export of goods outside the country of purchase, and the Seller shall not be liable for any claims, damages, or losses arising therefrom.