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1. INTERPRETATION
1.1 The definitions in this clause apply in the terms and conditions set out in this document:

Force Majeure Event: shall have the meaning given in clause 9. Goods: the products that we are selling to you as set out in the Order. Order: your order for the Goods and/or Services as set out overleaf Order Confirmation: shall have the meaning set out in clause 2.5. Services: the design, manufacture, delivery and installation of the Goods that we are selling and supplying to you in accordance with these Terms and this Order. Site: the premises we agree with you to which the Goods will be delivered. Terms: the terms and conditions set out in this document and including any special or additional terms we agree with you in writing. We or us or our: Northern Glass (Manchester) Limited (registered in England and Wales under Co. No. 4079595) Writing or written: includes faxes and e-mail. You: the customer, who accepts our written quotation for the sale and supply of Goods &/or Services, or whose written Order is accepted by us.

1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time and the headings in these Terms are for convenience only and shall not affect their interpretation.

2. BASIS OF SALE AND/OR SUPPLY
2.1 We consider that these Terms and the Order set out the whole agreement between you and us for the sale and/or supply of the Goods and/or Services. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. You are responsible for ensuring the accuracy of the Order (including any applicable specification) submitted by you, and for giving us any necessary information relating to the Goods or Services within a sufficient time to enable us to supply the Goods and/or Services in accordance with the Terms. If you think there is a mistake or omission in these documents, please contact us immediately. Any changes to the specification of the Goods and/or Services or other variation to the Terms or the Order that you agree with our authorised employees and agents will be only be binding if recorded in writing. We only accept responsibility for statements and representations by our authorised employees and agents that are made in writing, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation. Please ensure that you read and understand these Terms before you sign the Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 2.5.

2.2 Any samples, drawings, or advertising we issue, and any illustrations contained in our catalogues or brochures, are produced solely to provide you with an approximate idea of the Goods they describe, or are otherwise for pricing purposes only. Although we may use photographs, brochures and examples to help you decide what you want, these are only used as general indicators of what the Goods will look like since the Goods will be specifically manufactured to meet the requirements of the Order.

2.3 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.

2.4 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.

2.5 These Terms shall become binding on you and us when: (a) we with written acceptance of an Order (the "Order Confirmation"); or we notify you that the Goods are ready to be delivered and/or the Services are ready to be supplied, whichever is the earlier, at which point a contract shall come into existence between us.

2.6 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 2.5. A quotation shall be valid for a period of 3 calendar months from its date of issue; unless we notify you in writing that we have withdrawn it during this period

2.7 We shall assign an order number to the Order and inform you of it in the Order Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.

2.8 You may within 7 (seven) calendar days of placing an Order amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of the amendment or cancellation, except that where the amendment or cancellation results from our failure to comply with these Terms you shall have no liability to us for it.

2.9 If the Order is cancelled by you after 7 (seven) calendar days then any deposit paid by you shall not be returned or refunded.

2.10 We will arrange a time with you to carry out a technical survey of the Site. If the results of our technical survey indicate that it will be unusually difficult or costly for us to provide the Services then we may cancel the Contract and refund any monies you have paid to us up to the date of such cancellation.

2.11 We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that you order the Goods and/or Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).

2.12 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

3. THE GOODS
3.1 We warrant that on delivery the Goods shall: (a) conform in all material respects with their specification as set out in the Order Form, subject to any qualification or representation contained in our promotional literature, advertisements or any other documents. We reserve the right to make slight alterations to the Goods supplied without your consent but provided always that the overall appearance of the Goods supplied will be substantially the same as indicated on the Order Form; (b) be of satisfactory quality; (c) be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods; (d) be free from material defects in design, material and workmanship; and (e) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.

3.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.

3.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.

3.4 We manufacture or subcontract the manufacture of replacement windows, frames and door frames square to specification. Where the Goods include replacement windows, frames and door frames and our existing sub-frame or opening for such Goods is out of square, we will use appropriate fillers/ architraves to install such Goods.

3.5 We are not qualified to give you advice in respect of planning permission or restrictive covenants may affect the Goods and/or Services at the Site. Please note that we are not and do not employ chartered surveyors and do not have detailed knowledge of local by-laws and restrictive covenants which may apply to the Goods, or the Services or the Site. It is entirely your responsibility to check before submitting the Order whether planning permission may be required or whether there are restrictive covenants which may affect the Site and the Services. We cannot be responsible for any delay, disruption, claim, expense or other consequence caused by your failure to obtain appropriate planning permission or caused by breach of a restrictive covenant.

3.6 These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.

3.7 If the Goods are to be manufactured or any process is to be applied to the Goods by us in accordance with a specification submitted by you, you shall indemnify us against all loss, damages, costs 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 patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from our use of your specification.

3.8 We reserve the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to our specification, which do not materially affect their quality or performance.

DEFECTIVE GOODS AND RETURNS
4.1 In the unlikely event that the Goods do not conform with these Terms, please let us know within 7 days of installation. We will inspect the Goods on a date agreed between us and once we have checked that the Goods are faulty, we will: (a) provide you with a full or partial refund; (b) replace the Goods; or (c) TERMS OF BUSINESS repair the Goods.

4.2 These Terms will apply to any repaired or replacement Goods we supply to you.

5. DELIVERY AND INSTALLATION
5.1 We will deliver the Goods to the Site at any time after Goods are ready for installation, or, if some other place us, by us delivering the Goods to that place, or otherwise

5.2 Delivery of the Order shall be completed when we deliver the Goods to you pursuant to Clause 5.1.

5.3 In order to perform the Services we will need your help and co-operation. If you do not provide us with reasonable help and co-operation then we may incur unnecessary costs and expenses, which we will charge to you. Any refusal to help may also have an adverse impact upon the timetable for completion of the Services. You must ensure that: (i) we have access to the Site for the duration of the Services at all reasonable times, (ii) water and electricity are made available to our employees and agents free of charge during installation of the Goods, (iii) any fixtures and fittings are removed by you from the Site (including burglar alarm contacts and devices) prior to installation (as and where necessary), and (iv) reasonable endeavours are made to ensure the safety and security of our tools and equipment and the Goods left at the Site prior to completion of the Services.

5.4 Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods however caused. Whilst we will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you. Time for delivery of the Order shall not be of the essence unless previously agreed by us in Writing. The Goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice to you.

5.5 We will use reasonable endeavours to complete the Services within a reasonable time period, usually within 15 weeks of the date of the signed and completed Order (or Order Confirmation), provided that you co-operate with us in agreeing certain key dates such as the date of delivery and start of installation.

5.6 We may provide an estimated timetable for completion of the Services and will try to keep to any such timetable. However, given the nature of the work, it is not always possible to anticipate all the difficulties we will meet in carrying out the Services and the Services may take longer than initially anticipated. We will use reasonable endeavours keep you fully informed about the progress of the Services and should any delay occur we will try to minimise its impact so that you suffer as little inconvenience as possible.

5.7 If you fail to take delivery of an Order within 3 calendar months of the date set out in the Order or you fail to give us adequate delivery instructions at the time stated for delivery, then. except where this failure is caused by our failure to comply with these Terms or by an event beyond your control, we may: (c) store the Goods until delivery takes place and charge you the reasonable costs of storage currently £20 a day together with expenses and insurance; (b) after giving you reasonable prior notice in writing, sell or otherwise dispose of part or all of the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge you for any shortfall below the price under the Order; and (c) we shall have no liability to you for late delivery.

5.8 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Where the Goods are to be delivered in instalments, each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment or to treat the Contract as a whole as repudiated.

5.9 If we fail to deliver all or part only of the Goods for any reason other than any cause beyond our reasonable control or your fault, we are only liable to you if you notify us in writing within 14 days of date of invoice of such shortfall and our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6. TITLE AND RISK
6.1 The Goods will be your responsibility from the time of delivery. Risk of damage to or loss of the Goods shall pass to you at the time of delivery of the Goods to the Site or, you wrongfully fail to take delivery of the Goods, at the time when we have tendered delivery of the Goods.

6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, ownership of the Goods will only pass to you when we receive payment in full (in cash or cleared funds) of all sums due for the Goods and/or the Services, including delivery charges, and all other goods agreed to be supplied by us to you for which payment is then due.

6.3 Until such time as the property in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from your own goods (or those of third parties) and properly stored, protected and insured and identified as our property.

6.4 Until such time as the property in the Goods passes to you (and provided the Goods are still in existence and have not been resold), we may at any time require you to deliver up the Goods to us and, if you fail to do so forthwith, we may enter the Site, or on any other premises where the Goods are stored and repossess the Goods.

6.5 You 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 you do so all monies owing by you to us shall (without limiting any of our other rights or remedies) forthwith become due and payable.

PRICE AND PAYMENT
7.1 The price of the Goods and Services will be as set out in the Order.

7.2 Subject to any special terms agreed in Writing between us, we may invoice you for the price of the Goods and Services on or at any time after delivery of the Goods.

7.3 We may request payment of a deposit (as set out in the Order Confirmation) from you prior to starting the services and delivering the Goods, which will count towards the final payment of the price of the Goods and Services.

7.4 We may also request payment of the Order in instalments as set out in the Order Form when certain milestones in the provision of the Services are met. Such instalments are due for payment immediately by you upon the date of such milestones being met.

7.5 You shall pay the price of the Goods and Services (less any deposit or instalments already paid by you) immediately upon installation and we shall be entitled to recover the price, notwithstanding that property in the Goods may not have passed to you.

7.6 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, we may adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.

7.7 We reserve the right, by giving Written notice to you at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to us which is due to any factor beyond our control such as, without limitation, any change in delivery dates, quantities or specifications for the Goods or Services which is requested by you, or any delay caused by any instructions made by you or failure of by to give us adequate information or instructions.

7.8 If you agree with us in writing to delay the installation of the Goods and/or the provision of the Services for more than 3 months from the date of the Order Confirmation then we may agree with you a revised price for the Goods and Services to be provided at the time we agree to the delay.

7.9 The price we charge for providing the Services will not include the following (unless we have specifically agreed otherwise in Writing with you): (i) the rectification of defects in the construction and build of the Site that are not discovered during our technical survey (for example, brickwork movement and lack of lintels or cavity trays), (ii) the restoration of window recesses of pebble dashed or similar exteriors to their former condition, (iii) the painting of plaster or rendering work, (iv) any redecorating or internal refurbishment required after installation, (v) the supply or replacement of internal window boards, and (vi) the reinstatement of any wiring, burglar alarm contacts and devices, pelmets, curtain tracks, blinds, shutters and similar items removed during installation.

7.10 If you do not make any payment due to us by the due date for payment (as set out in this clause 7), we may charge interest to you on the overdue amount at the rate of 6% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after any judgment. For the purpose of calculating interest, a part of a month is treated as a full month. You must pay us interest together with the overdue amount.

7.11 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any further deliveries and any other outstanding Order until you have paid the outstanding amounts.

7.12 If you do not pay us on time, we may (in addition to the provisions of clauses 7.10 and 7.11) appropriate any payment made by you to such of the Goods (or the goods supplied under any other contract between us) as we may think fit (notwithstanding any purported appropriation by you).

7.13 Clauses 7.10 and 7.11 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know within 7 days after you have received the invoice that you dispute it.

7.14 You may, with our agreement, make payments of any deposit, instalment or the price by VISA or MasterCard credit card in the sum of no more than £1,000 free of charge but any payment made by you in excess of £1,000 using such credit card shall carry a charge of 2.5% on the balance of the excess.

8. WARRANTIES & LIMITATION OF LIABILITY
8.1 Subject to the following provisions we warrant that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship and the Services will be provided using reasonable skill and care.

8.2 The above warranty is given by the Seller subject to the following conditions:- (a) we shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you; (b) we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without our approval; (c) we shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and Services has not been paid by the due date for payment; (d) the above warranty does not extend to parts, materials or equipment not manufactured by us, in respect of which you shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.

8.3 Subject as expressly provided in these Terms, and except where the Goods and Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods and Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976} your statutory rights are not affected by these Terms.

8.5 A claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by you) be notified to us within 14 days from the date of our invoice. If delivery is not refused, and you fail to notify us accordingly, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure, and you shall be bound to pay the price as if the Goods had been delivered and the Services provided in accordance with the Order.

8.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to you in accordance with these Terms, we may undertake a repair or replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), in which case we shall have no further liability to you.

8.7 Nothing in this agreement excludes or limits in any way our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; (d) defective products under the Consumer Protection Act 1987; (e) any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Order; (f) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability, and our entire liability under the Order shall not exceed the price of the Goods, except as expressly provided in these Terms.

8.8 We shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Order, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by our negligence or that of our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you.

9. EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside or beyond our reasonable control (Force Majeure Event).

9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: (a) strikes, lock-outs or other industrial action, or trade disputes; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) sickness or illness suffered by our employees, contractors and/or agents; (f) impossibility of the use of public or private telecommunications networks; or (g) pandemic or epidemic.

9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

9.4 Without limiting the foregoing, the following shall also be regarded as causes beyond our reasonable control: (i) acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; and (ii) difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery.

10. GUARANTEE
10.1 In addition to your statutory rights we offer a: (I) ten year repair or replacement guarantee on all uPVC doors, door frames, window frames and double glazed units; and (ii) one year repair or replacement guarantee on all moving Goods parts (for example, hinges and door handles); and (iii) a 12 month guarantee on all electrical and plumbing items installed by us in the course of providing the Services.

10.2 The guarantee we offer is personal to you, runs from the date of completion of the Services and covers defects arising as a result of faulty materials or faulty workmanship. A claim under our guarantee must be made in Writing by you in accordance with clause 13 prior to the expiry of the said guarantee.

10.3 The guarantee shall be void if after the date of installation you (or your agent or representative) make any changes to the Goods or other items referred to in clause 10.1.

10.4 The following are not covered by our guarantee: (i) condensation, except condensation that occurs between the panes of glass in sealed double­glazed units, (ii) minor imperfections in glass arising in the handling or manufacture process (other than as provided for pursuant to standard industry guidelines), and (iii) tarnishing of brass wear.

11. INSOLVENCY
11.1 This clause 11 applies if:- (a) you make a composition or voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) enter administration or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of you (within the meaning of the Insolvency Act 1986); or (b) a receiver is appointed over, any of your property or assets; or (c) you cease, or threaten to cease, to carry on business; or (d) we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly.

11.2 If this clause 11 applies then, without limiting any other right or remedy available to us, we may cancel the Order or suspend any further deliveries under the Order without any liability to you, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. ASSIGNMENT
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another party, but this will not affect your rights.

13. NOTICES
All notices sent by you to us must be sent to Northern Glass (Manchester) Limited at 8 Bury New Road, Whitefield, Manchester M45 7FJ. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and. in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

14. GENERAL
14.1. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

14.2. If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

14.3. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

14.4. These Terms shall be governed by English law and we both agree to the non­exclusive jurisdiction of the English courts.

Authorised and Regulated by the Financial Conduct Authority