TERMS & CONDITIONS

Cancellation costs

To see our cancellation costs, please click to expand the relevant areas below.

Terms and Conditions

1 Interpretation

1.1 In these Conditions:-
Accredited Supplier shall mean a scaffolding supplier who is a member of either the Construction Industry Training Board, the Construction Health & Safety Scheme or the National Access Scaffolding Confederation.

Company is The Sash Window Workshop Trading Limited, a company incorporated in England (Company Number 02897134) whose registered office is at 4 Kiln Lane, Bracknell, Berkshire, RG12 1NA.

Business Day means Monday to Friday on any day that is not a public holiday in England.

Business Hours means 0800 to 1630 on any day between Monday and Thursday and 0800 to 1600 on Friday.

Consumer has the meaning given in section 2 of the Consumer Rights Act 2015.

Contract means the contract between you and the Company consisting of the Purchase Order and these Conditions.

Customer means or refers to the person, firm or company who purchases the Goods and/or Services from the Company.

Deposit means 25% of the Price, or the deposit amount set out in the Purchase Order.

Final Payment means the final payment due once the work is complete, as specified in the Purchase Order. Goods means the goods or any part of them as set out in the Purchase Order.

Interim Payment means the payment due before the work commences, as specified in the Purchase Order.

Personnel means agents, subcontractors, consultants or employees of either the Company or the Customer, as the case may be.

Purchase Order means your order for the supply of Goods and/or Services as set out in the purchase order form and any continuation sheets attached to these Conditions.

Price means the price payable for the Goods and/or Services as specified on the Purchase Order, comprising the Deposit, the Interim Payment and the Final Payment.

Property means the property at which the Goods are to be installed.

Services means the installation of the Goods together with any other services to be provided by the Company to you as set out in the attached Purchase Order.

Specific Warranties means the specific warranties in relation to Goods and Services referred to in clause 10.2.

Target Date has the meaning given in clause 7.2.

We, us or our means or refers to the Company.

Website means the Company’s internet website at www.sashwindow.com.

You or your means or refers to the Customer.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a party includes its personal representatives, successors and permitted assigns.

1.4 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.

1.5 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.

1.6 A reference to writing or written excludes fax but includes email.

2 Basis of Contract

2.1 The Purchase Order constitutes an offer by the Customer to purchase the Goods and/or Services from the Company in accordance with these Conditions.

2.2 It is your responsibility to ensure the accuracy of the description of the Goods and Services set out in the Purchase Order and to inform us in writing to info@sashwindow.com of any amendments required to the Purchase Order, before it is accepted by us and the Contract comes into existence.

2.3 The Purchase Order shall only be deemed to be accepted when the Company issues written acceptance of the Purchase Order, at which point and on which date the Contract shall come into existence.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.5 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.

2.6 Any quotation given by the Company shall not constitute an offer and is only valid for the period stated in such quotation.

2.7 All these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.8 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.

2.9 Any changes to the Contract or these Conditions will only be effective if they are recorded in writing and signed by a director of the Company and by the Customer (or by a person duly authorised by the Customer to sign on its behalf).

3 Sale and Supply of Goods and/or Services

3.1 We will sell and supply the Goods and/or Services set out in the Purchase Order for the Price, in accordance with these Conditions.

3.2 We reserve the right to make changes to the Goods to be installed or the Services to be supplied which do not materially adversely affect the Goods or Services to be sold or supplied to you.

3.3 If the supply of goods or Services is prevented, interrupted or delayed by you, or by your failure to comply with your obligations under the Contract, we reserve the right to increase the Price to reflect any additional costs we reasonably incur, including the cost of standing down installers, at the rates published on our website www.sashwindow.com/terms-conditions. This right does not affect any other rights we may have in such circumstances.

4 Surveys and Measurements

4.1 If we decide, at our sole discretion, that we need to conduct a survey of the Property at which the Goods are to be installed in order to manufacture the Goods or supply the Services, we will use our reasonable endeavours to carry out the survey within 21 days of the date of the Contract. You must promptly provide us with suitable dates and times within Business Hours and permit us to enter the Property to carry out the survey.

4.2 Any survey we carry out will be non-destructive, non-structural and will relate only to the installation of the Goods. Any damage caused by us during the survey will be made good on installation. The Price is calculated on the assumption that the Property is structurally sound and that there are no factors that would make our performance of the Contract more difficult than might reasonably be anticipated at the time you signed the Contract. The Customer shall not be entitled to rely on our survey, and we provide no guarantees or other assurances regarding the suitability of the Goods for installation at the Property.

4.3 If our surveyor reports any facts or matters that make the manufacture or satisfactory installation of the Goods impossible or materially more difficult or more costly than we could reasonably have anticipated at the date of the Contract we will inform you of such facts or matters as soon as reasonably practicable following the survey. In such circumstances we reserve the right to cancel the Contract or to increase the Price by giving you notice in writing to reflect our additional costs or additional work required. If we give you a notice increasing the Price, you have the right to cancel the Contract within 14 days of receiving such notice, by giving us notice in writing. If we or you cancel the Contract in accordance with this clause 4.3 the Deposit will be returned to you, less reasonable administration and survey costs as set out in the tariffs published on our Website (www.sashwindow.com/terms-conditions/) and we will have no further liability to you, nor you to us.

4.4 If any facts or matters relating to the Property arise or are discovered during installation of the Goods which were not revealed by our survey of the Property, we reserve the right to increase the Price to cover any additional work required as a result by giving you notice in writing, which will include an explanation for such increase. If we give you notice increasing the Price under this clause 4.4 you have the right to cancel the Contract but you will have to pay us for any Services already performed and any Goods already installed and for any Goods that have already been manufactured in readiness for installation pursuant to the Contract and you will be obliged to take delivery of those Goods at your Property. We will be entitled to retain all or part of the Deposit and Interim Payment by way of payment of any amount due from you to the Company.

5 Cancellation of the Contract

5.1 If you are a Consumer nothing in these Conditions affects your statutory rights to cancel the Contract.

5.2 You may cancel the Contract by giving us written notice no later than 14 days after the date on which it was concluded. If you cancel the Contract in this way we will return your Deposit to you unless we have surveyed, manufactured or part-manufactured Goods or performed any Services within the 14-day cancellation period at your request, in which case you must pay us for any such Goods or Services in accordance with the Contract and we will be entitled to retain all or part of your Deposit to cover any amounts you owe us under this clause 5.2.

5.3 If you do not exercise your right to cancel under clause 5.1 above within the specified 14-day period, you have no right to cancel the Contract under this clause 5. If we agree to cancel the Contract at your request when you are not entitled to cancel it under clause 5.2, you must pay any reasonable losses and costs we suffer because of your cancellation, including but not limited to any administration, survey or manufacturing costs and any loss of profit and we will be entitled to retain part or all of your Deposit to cover any such losses and costs.

6 Price and Payment

6.1 The Price payable for the Goods and Services which you have ordered and the dates on which payment of the Price is due are set out in the Purchase Order.

6.2 Unless expressly stated otherwise on the Purchase Order, the Price set out in the Purchase Order is exclusive of value added tax, which you will additionally be liable to pay to the Company at the prevailing rate (if applicable) subject to the production by the Company of a valid VAT invoice.

6.3 The Price DOES NOT include the cost of any scaffolding or scaffold towers necessary to install the Goods or provide other Services. If these services are required you will have to arrange these directly with a provider.

6.4 Unless stated otherwise on the Purchase Order, the Price takes into account any discount, rebate or offers. You will not be entitled to any reduction in Price if we make any promotional offer on goods and services of the same nature as the Goods and Services after the date of the Purchase Order.

6.5 Unless expressly stated otherwise on the Purchase Order:

6.5.1 the Deposit is payable immediately after the Contract comes into existence in accordance with clause 2.3;

6.5.2 the Interim Payment is due:

6.5.2.1 if the Contract is for the manufacture and sale of Goods only, not less than one week before the
Target Date; or

6.5.2.2 if the Contract is for the manufacture and sale of Goods and the supply of Services including installation of the Goods at the Property, not less than 10 days before the Target Date; Goods will not be delivered or installed until the Interim Payment is received in full in cleared funds in accordance with these Conditions.

6.5.3 the Final Payment is due:

6.5.3.1 if the Contract is for the manufacture and sale of Goods only not later than 2 clear days before the Target Date; or

6.5.3.2 if the Contract is for the manufacture and sale of Goods and the supply of Services including installation of the Goods at the Property, immediately on completion of installation of the Goods.

6.6 If the Contract is for the manufacture and sale of Goods only, they will not be released from our factory whether for collection or delivery until payment in full for the Goods has been received in cleared funds in accordance with these Conditions.

6.7 If the Contract is for supply and installation of the Goods in phases, payment of the Interim Payment and Final Payment will be due in accordance with clauses 6.5.2 and 6.5.3 as if each phase constitutes a separate contract.

6.8 All payments due under the Contract must be made by bank transfer, debit card or credit card. We do not accept payment by cheque or in cash. For security reasons, credit card payments must be made by way of telephone call to our accounts department.

6.5 If you do not pay any sum owed to the Company under the Contract by the date it falls due then without limiting any other right or remedy available to us, we will be entitled to:-

6.5.1 terminate the Contract or suspend any further deliveries of Goods and the provision of Services to you, but such termination or suspension shall not relieve you of your obligation to make full payment under the Contract; and

6.5.2 use any payment made by you for any goods or services supplied under any other contract between you and the Company either towards a payment due under this Contract or otherwise towards any other debt owed by you to the Company as we see fit;

6.5.3 charge you interest on any outstanding sum from the due date for payment at the annual rate of 3% above the base lending rate of the Bank of England, accruing on a daily basis until payment in full is made, whether before or after any judgement.

7. Delivery of Goods and Preparation for Installation

7.1 Unless otherwise specified in the Purchase Order or agreed by us in writing, we will deliver the Goods to the Property.

7.2 The Customer and the Company acting reasonably will agree a date for delivery or collection (where the Contract is for the supply of Goods) or commencement of installation (where the Contract is for the supply of Goods and Services) (“Target Date”). We will use reasonable efforts to deliver the Goods and commence provision of any Services on the Target Date.

7.3 If, at the Customer’s request, made less than 4 weeks prior to the original Target Date, the Company agrees to postpone the Target Date, the Company will be entitled to recover its reasonable costs resulting from such postponement, including cancellation or postponement charges rendered by any installers or other contractors.

7.4 The Company:

7.4.1 will not commence the manufacture of the Goods until the Target Date has been agreed in accordance with clause 7.2; and

7.4.2 may terminate the Contract with immediate effect by giving notice in writing if the Target Date is not agreed in accordance with clause 7.2 within 12 months of the date of the Agreement.

7.5 The Goods are made to measure specifically for the Property and their manufacture is timed to meet the Target Date. If you request and we agree to postpone an the Target Date with less than 4 weeks’ notice then we cannot stop manufacture and we reserve the right to require payment for the Goods immediately that have been made. We also reserve the right to charge you a reasonable amount for storage of the Goods until such time as they are collected or delivered. Notwithstanding any contrary provision in the Contract, in these circumstances, payment for the Goods and storage charges payment must be received by us in cleared funds before we will deliver the Goods to you or release them from our factory for collection.

7.6 If the contract is terminated in accordance with clause 7.4.2, the Company reserves the right to retain the Deposit.

7.7 The Company will not be liable for any loss or damage resulting from a delay in the delivery or installation of the Goods in circumstances where:-

7.7.1 there is no breach of a legal duty of care owed to you by the Company or by any of the Company’s Personnel; or

7.7.2 such loss or damage is not a reasonably foreseeable result of any such breach; or

7.7.3 the loss or damage results from a breach by you of any term of the Contract.

7.8 You agree to allow us access to the Property to deliver the Goods and provide the Services on the Target Date. If you have not given us access to the Property for this purpose on the Target Date or within 21 days thereafter, or, where the Contract is for the sale of Goods only, within 21 days of being informed that the Goods are ready for delivery, then (without affecting any other rights we may have):

7.8.1 you must immediately pay the whole of the outstanding balance of the Price; and

7.8.2 we will be entitled to deliver the Goods to the Property without further notice and you must allow us access to the Property for this purpose and accept delivery of the Goods; and

7.8.3 we will be entitled to recover from you any reasonable losses, costs and expenses we incur as a result of your failure to take delivery of the Goods or allowing us to perform the Services on the Target Date, including our reasonable costs of storage of the Goods.

7.9 You will be responsible at your own expense for the removal, replacement (and/or alteration if required) of any fixtures and fittings or other items that we require to be moved in order to install the Goods and supply the Services including but not limited to curtains, shutters, grills, blinds, pelmets, and soft furnishings, the lifting and refitting of carpets, the repositioning of telephone or burglar alarm fittings and any other electrical connections, aerials, gas or water installations. If for whatever reason you do not comply with your obligations under this clause 7.9 we reserve the right to move any such items entirely at your risk or suspend provision of the Services. If our fitters move any such items this may result in an increase in the Price to cover our additional time spent and other expenses incurred in doing so and we will be entitled to recover our reasonable costs resulting from such postponement, including cancellation or postponement charges rendered by any installers or any other contractors.

7.9 If our fitters move any of your items under clause 7.9 they will use reasonable care and skill while doing so but please note they are not specialist removers nor do they have access to any specialist moving tools or equipment.

7.9 Scaffolding or scaffold towers are sometimes required for the installation of the Goods. If either is required, we will inform you either at the time you sign the Purchase Order or as soon as practicable following any survey carried out under clause 4 above. You will be required to arrange the provision of such scaffolding with an Accredited Supplier directly at your own cost and ensure that scaffold tags must be present for inspection. We will not be responsible in any way for the scaffolding or any costs, losses or liabilities in connection with it.

8 Risk, Title, and Insurance

8.1 Risk of damage to or loss of the Goods shall pass to you at the time of collection or delivery in accordance with the Contract. It is your responsibility to insure the Goods from the time they are collected or delivered.

8.2 Ownership of the Goods will pass to you once we have received payment in full of the Price from you. Until then, the Goods remain the property of the Company but that will not prevent us from recovering payment from you of the Price or any other amounts due under the Contract.

9 Specifications of Goods and Services

9.1 Unless specified otherwise in the “Description of Work” on the Purchase Order, all work will conform to our standard manufacturing detail which is published in the “Technical Details” section on our Website (www.sashwindow.com/technical-guides).

9.2 Notwithstanding the timber specification in the Contract, internal beads and internal trims are manufactured from softwood, tulipwood or MDF at our discretion. To provide enhanced thermal efficiency standards, all our standard door panels will be Tricoya® engineered insulated panels. External glazing bars, glazing edge beads and other beads are manufactured from Accoya® or Tricoya® for longevity and improved performance unless otherwise stated on the Purchase Agreement. All of our timber is classified as FSC Mix – Certificate Number SGSCH-COC-020115 – unless otherwise specified in the Contract or in the “Technical Details” section on our Website (www.sashwindow.com/technical-guides).

9.3 Any specifications, statistics, advice or other information given to you by us regarding any glass we supply is either quoted from or based on information provided to us by the manufacturer and relates solely to the glass itself. Such specifications, statistics, advice and information do not relate to or take account of the acoustic properties or performance of your building so we cannot warrant that the installation of the glass will meet your expectations in relation to noise reduction or sound proofing.

9.4 Any glass supplied and fitted by us to the Goods will meet glass quality standards set out by the Glass and Glazing Federation, whose website is linked to from the Technical Details section on our Website (www.sashwindow.com/technical-guides). We do not warrant that glass in the Goods will meet any other applicable standards or specifications.

10 Warranties

General Warranties

10.1 Subject to the provisions of this clause 1010 the Company warrants that the Services shall be supplied using reasonable skill and care and that when supplied and installed, the Goods shall be:-

10.1.1 if the Customer is not a Consumer, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; or

10.1.2 if the Customer is a Consumer, be of satisfactory quality within the meaning of the Consumer Rights Act 2015; and

10.1.3 for any Customer, be reasonably fit for the purpose for which they are supplied; and

10.1.4 for any Customer, be free from defects in material and workmanship.

Specific Warranties

10.2 Subject to the provisions of this clause 10 the Company provides the following Specific Warranties in relation to the Goods and Services. If there is any conflict or inconsistency between these Conditions and the Specific Warranties referred to below, these Conditions will prevail. A copy of any relevant Specific Warranty will be provided to the Customer with the Contract and all Specific Warranties are available in the Technical Details section on our Website at ww.sashwindow.com/technical-guides.

10.2.1 if the Contract is for the sale and supply of Goods only, the warranties and guarantees set out in our Supply
Only Guarantee;

10.2.2 if the Contract is for the sale and supply of Goods and the provision of Services including installation of the
Goods at the Property, the warranties and guarantees set out in our Supply and Fit Guarantee and Maintenance
Document.

10.2.3 in relation to any Goods or part of Goods manufactured using Accoya® we will use our commercially
reasonable endeavours to procure that you are provided with the benefit of the Accoya® manufacturer’s warranty,
the terms of which are appended to the Contract and are set out Technical Details section on our Website at www.sashwindow.com/technical-guides.

10.3 The warranties and guarantees referred to in this clause 10 are given by the Company subject to the following conditions:-

10.3.1 The Company shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, failure to follow any instructions supplied to you in relation to the Goods or Services (including those set out or referred to in clause 10.6), defective brickwork, plaster or render, misuse, or alteration or repair of the Goods without the Company’s express prior written approval.

10.3.2 While we will take reasonable care while working on your Property, inevitably the removal, repair and installation of windows or doors creates dirt and dust and may cause chips on radiators, minor damage to the surrounds, including surfaces, hinges, catches, finger and escutcheon plates and superficial damage, such as tears, scrapes, scratches and cracks in or on wallpaper, woodwork, paintwork, ceramic tiles, pipes or cabling surrounding the area in which the Services are performed. You should therefore ensure your fixtures and fittings and personal items including but not limited to curtains, carpets, decorations or valuable objects, are either removed from any area within which our fitters will be providing the Services including installation of the Goods or are suitably protected by covering them or otherwise protecting them before the Goods are installed. We will not be responsible for any loss or damage which results from your failure to take the measures set out in this clause 10.3.2 or which might not have occurred had you taken such measures.

10.3.3 We agree to make good to a standard which will accept redecoration any damage we cause to the Property in the course of providing our Services to sound plaster, coving, render or brickwork, which immediately surrounds any window, door or other area in which we work.

10.3.4 When we carry out the Services (including installation of the Goods), we do so on the assumption and on condition that the Property is structurally sound, in good condition and free from material defects. We will not be liable for any damage caused or extra work required if this is not the case, including blown plaster, worn, damaged or defective radiators, pipes or windows, including dormer windows that may form an integral part of the structural support for the dormer.

10.3.5 Any claim by you for breach of any of the warranties in these Conditions must be notified to the Company in writing as soon as reasonably practical after the fault or damage is discovered.

10.3.6 You must store and maintain the Goods as set out in these Conditions and in accordance with any relevant storage and maintenance instructions, information or guidelines provided to you by the Company including our “Important Customer Information” and “Supply Only Guide” which are also available in the Technical Details section on our Website at www.sashwindow.com/technical-guides.

10.4 Any failure to comply with the conditions set out in clause 10.3 will invalidate any warranty or guarantee given by the Company in relation to the Goods or Services.

11 Limitation of Liability

11.1 Subject to clause 11.2, the following provisions set out the limits on the liability of the Company (including any liability for the acts or omissions of its Personnel) to you in respect of:

11.1.1 any breach of the Contract or these Conditions;

11.1.2 any use made by you of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3 any representation, statement or act or omission of the Company including negligence arising under or in connection with the Contract.

11.2 If you are a Consumer, nothing in these Conditions affects your statutory rights, including any rights you may have under the Consumer Rights Act 2015.

11.3 The warranties set out in clause 10 are the only warranties given to you by the Company in relation to the Goods and Services. All other representations, warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.4 Nothing in these conditions excludes or limits the liability of the Company:

11.4.1 for death or personal injury caused by the Company’s negligence; or

11.4.2 for defective products, under the Consumer Protection Act 1987; or

11.4.3 for any matter which it would be unlawful for the Company to exclude or attempt to exclude its liability; or

11.4.4 for fraud or fraudulent misrepresentation; or

11.4.5 for any breach of the condition as to title or the warranty as to quiet possession implied by either section 12 of the Sale of Goods Act 1979 or by section 2 of the Supply of Goods and Services Act 1982.

11.5 Subject to clauses 11.2 and 11.3:

11.5.1 the Company’s liability for any breach of the Contract or negligent act or omission or any other claim you may have against it relating to the Contract shall be limited to reimbursing the Price (or that part of the Price that has been received by the Company) together with any reasonable losses, costs and expenses incurred by you as a direct result of our breach of the Contract or negligence or other act or omission; and

11.5.2 the Company will not be liable to you for any pure economic loss, loss of profit, loss of business or depletion of goodwill whether direct or indirect, or for any loss or damage which was not reasonably foreseeable or contemplated by us at the date of the Contract.

11.6 If our manufacture of the Goods or performance of the Services or any other of our obligations under the Contract is prevented or delayed by any act or omission of yours or your Personnel, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.

12 Your Obligations

12.1 In order for us to perform our obligations under the Contract you will, at your expense:

12.1.1 comply with our reasonable requests relating to the supply of the Goods and the Services, including but not limited to any requests relating to compliance with health and safety rules and regulations;

12.1.2 remain courteous to, and not abuse our Personnel;

12.1.3 provide our Personnel, with access as reasonably required to washing and toilet facilities at the Property;

12.1.4 prepare and maintain the Property for the delivery of the Goods and the supply of the Services (including identifying, monitoring, removing and disposing of any hazardous materials from the Property in accordance with all applicable laws) before and during the supply of the Services and inform us of any such actions that you have carried out;

12.1.5 inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at the Property;

12.1.6 obtain and maintain all necessary licenses and consents, including but not limited to planning permissions, listed building consent and building regulations consent, and comply with all relevant legislation in relation to the supply of the Goods and Services, in all cases before the earliest date on which the Goods are to be delivered or Services are to be supplied, and we will accept your assurances in good faith that such licences and consents have been obtained.

12.2 If the Customer fails to comply with its obligations under clause 12.1.3, we shall be entitled to recover from you our reasonable costs for providing such facilities.

12.3 If at your request we manufacture and/or supply Goods or Services prior to your obtaining any of the licenses or consents referred to in clause 12.1.6, you will have to pay the Price even if any such licenses or consents are not subsequently granted.

13 Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.1.1 the other party fails to pay an amount due under this Agreement on the due date for payment and remains in default 3 days after being notified in writing to make such payment;

13.1.2 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;

13.1.3 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.1.3;

13.1.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or

13.1.5 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or

13.1.6 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or

13.1.7 there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010).

14 Consequences of Termination

14.1 On termination of the Contract:

14.1.1 the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.1.2 the Customer shall return all of the Goods which have not been fully paid for. If the Customer fails to do so, then the Company shall be entitled to enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14.1.3 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.1.4 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

15 Assignment

15.1 The Company may assign the Contract or any part of it to any person, firm or company provided your rights under the Contract will not change as a result of such assignment.

15.2 You shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

16 Complaints

16.1 If you are a domestic or commercial customer and have a complaint relating to any aspect of our Goods or Services please contact us on 01344 868668 or email info@sashwindow.com and ask to speak to the Installations Manager. If we are unable to resolve any complaints using our own complaints procedure, as a Which? Trusted Trader we have access to Alternative Dispute Resolution (ADR) services. Should you wish to refer a complaint to them please contact Which? Trusted Traders in the first instance on 02922 670043 and they will confirm if you are eligible to use their services.

16.2 If you are a commercial customer and your complaint remains unresolved having following the procedure in clause 14.1, please refer any complaints to The Guild of Master Craftsmen’s conciliation service who can be contact on 0800 401 010.

17 Force Majeure

17.1 The Company will not be in breach of its obligations under the Contract if it is prevented from or delayed in the carrying on of its business or the performance of its obligations under the Contract by any circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, you will be entitled to give notice in writing to the Company
to cancel the Contract.

18 General

18.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or party illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.3 If you break this Contract and we do not take action against you in connection with that breach at that time, this does not prevent us from taking action against you in future for that or any other breach of the Contract.

18.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and any dispute arising in relation to the Contract will be subject to the exclusive jurisdiction of the English courts.

19 Notices

19.1 All notices between the parties about the Contract shall be in writing and shall be:

19.1.1 delivered by hand or sent by pre-paid first class post or other next working day delivery service:

19.1.1.1 to the Company at its registered office or such changed address as shall be notified to you by the Company in accordance with this clause 19, and marked, “For the attention of the Managing Director”; or

19.1.1.2 to the Customer at its registered office (if it is a company) or (in any other case) to any address of the Customer set out in the Contract or such other address as shall be notified to the Company by the Customer in accordance with this clause.

19.2 Notices shall be deemed to have been received:

19.2.1 if delivered by hand, at the time the notice is left at the proper address; or

19.2.2 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; or

19.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

19.3 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.