Terms and Conditions

DEFINITIONS

‘SELLER’ means GLASS FOREST‘BUYER’ means the person who buys or agrees to buy the goods from the Seller
‘CONDITIONS’ means the terms and conditions of the sale set out in this document and any special terms and conditions agreed in writing by the Seller.
‘DESPATCH DATE’ means the date specified by the Seller when the goods are to be despatched.
‘GOODS’ means the articles, which the Buyer agrees to buy from the Seller.
‘PRICE’ Means the price for the Goods Including carriage and packing, but excluding VAT.

CONDITIONS APPLICABLE

2.1 These conditions apply to all contracts for the sale of Goods by the
Seller to the Buyer to the exclusion of all other terms and conditions
that the Buyer may in any manner purport to apply.

All orders for the Goods shall be deemed to be an offer by the Buyer

to purchase the Goods pursuant to these Conditions.

Acceptance of delivery of the Goods shall be deemed conclusive

evidence of the Buyers acceptance of these Conditions.

Any variation of these Conditions (including any special terms and

Conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

Nothing in these Conditions shall constitute the Buyer as an agent of

the Seller.

THE PRICE AND PAYMENT

The Price shall be the price for the Goods together with carriage and

Packing stipulated in the Seller’s published price list current at the date of dispatch of the Goods. VAT will be added at the rate ruling on the date of the Seller’s invoice.

Payment of the Price and VAT shall be due within 30 (thirty) days of the date of the

Invoice. The time for payment shall be of the essence.

Interest on overdue invoices shall accrue (whether before or after judgment) from the

Date when the payment becomes due from the day to day until the date of payment at a rate of 4 (four) per cent over Bank base rate from the time in force.

If the buyer fails to make any payment of the due date then without prejudice to any of

the Seller’s other rights the Seller may:

suspend or cancel deliveries of any Goods due to the Buyer, and/or
appropriate any payment made by the Buyer to such of the Goods (or made under any other contract with the Buyer) that the Seller may in its sole discretion think fit, and/or
treat this contract as repudiated by the Buyer.

The Buyer may not with hold payment of any invoice or other amount due to the Seller by

Reason of any right set-off or counterclaim, which the Buyer may have or allege to have for any reason whatever.

THE GOODS

The specification and designs of the Goods (including any intellectual property and copyright)
Shall as between the parties be the property of the Seller. Where any designs or
Specifications have been supplied by the Buyer then the Buyer warrants that the use of those
Descriptions or specifications for the manufacture, processing, assembly or supply of the
Goods shall not infringe on the rights of any third party.

5. WARRANTIES AND LIABILITY
The Seller warrants that the Goods will at the time of delivery correspond with the description
given by the Seller.

6. DELIVERY OF THE GOODS

The Seller will use its best endeavours to comply with any date or dates for despatch of the

Goods but the Seller shall not be liable for any loss or damage whatever due to failure by the Seller to despatch or deliver the Goods (or any of them) promptly or at all.

Notwithstanding that the Seller may have delayed or failed to deliver and to pay fir the Goods

(or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that despatch shall be made at any time within 6 (six) months of the Delivery date.

The Seller may deliver the Goods by separate instalments. Each separate instalment shall be

Invoiced and paid for in accordance with the provision of the Contract of Sale.

In the event that, at the request of the Buyer, despatch or completion is postponed by the

Seller, the Buyer shall pay all costs and expenses (including a reasonable charge for storage of Goods and/or materials) occasioned thereby but the Goods or components thereof shall be held at the Buyer’s risk from the postponement.

ACCEPTANCE OF GOODS

The Buyer shall be deemed to have accepted Goods 3 (three) days after delivery to the Buyer
After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the contract.
If the Buyer properly rejects any of the Goods which are not in accordance with the Contract the Buyer shall nonetheless pay the full Price of such Goods unless the Buyer promptly gives notice of rejection to the Seller’s cost return such Goods properly packed and insured to the Seller before the date when payment of the price is due.

RISK AND LOSS

The risk in respect of all Goods supplied shall pass to the Buyer upon being delivered

To the Buyer or being despatched by the Seller in accordance with the Buyer’s delivery instructions.

Where damage or loss occurs to the Goods prior to risk passing in accordance with Clause

8.1 above, the Seller undertakes to replace or (at its discretion) to repair free of charge and Goods in which event the time for despatch of the Gods so damaged or lost shall be extended for such period as the Seller shall reasonably require.

Conditions precedent to the Company’s undertaking to repair or replace under Clause 8.2

above are:
8.3.1 the Buyer shall have given written notice of such damage or loss with
reasonable particulars thereof to the Seller within 3 (three) days of the receipt of

the Goods or in the case of a total loss within 14 days of receipt of the Company’s
delivery advise or other notification of despatch or invoice whichever shall be the
earliest and

in the case of damaged Goods that the Buyer, if requested by the Seller to do so,

shall have returned such damaged Goods properly packed and insured to the Sellers work
within 1(one) month of receipt thereof

RETENTION OF TITLE

In spite of the delivery having been made, property in the Goods shall not pass from the Seller

Until: the Buyer shall have paid the Price plus VAT in full: and no other sums whatever shall be due from the Buyer to the Seller.

Until property in the Goods passes to the Buyer in accordance with Clause 9.1 the Buyer shall

Hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) marked in such a way that they are clearly identified as the Seller’s property.

Notwithstanding that the Goods (at no cost to the Seller) remain the property of the Seller the

Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or other dealing shall be sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.
The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in Any of the Goods has not been passed from the Seller.

Until such time as property in the Goods passes from the Seller the Buyer shall upon request

Deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the rights of the Buyer under clause 9.3 shall cease.

The Buyer shall not pledge or in any way charge by way of security for ay indebtedness of the

goods, which are the property of the Seller

REMEDIES OF THE BUYER

Where the Buyer rejects any Goods then the Buyer shall have no further rights whatsoever in

Respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods, which conform to the contract of sale.

Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller

Shall have no further rights whatever to the Buyer in respect of those Goods.

The Seller shall not be liable to the Buyer for late despatch or short despatch of the Goods
The Seller shall be under o liability to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this Contract.
In the event of any breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages. Under no Circumstances (save as required by statute) shall the liability of the Seller exceed the Price of the Goods.

INSOLVENCY AND BREACH OF CONTRACT

If the Buyer fails to make payment for the Goods in accordance with this Contract of Sale or if Any distress or execution Shell be levied upon any of the Buyer’s Goods, or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy, or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debs as they fall due, or if being a limited company and resolution or petition to windup the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be
passed or presented or if an administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets, or if the Buyer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have exercise any of its rights pursuant to Clause 3.5

SEVERANCE

If at any time one or more of the provisions of these Conditions becomes invalid, illegal or Unenforceable in any respect under any law, the validity and enforceability of the remaining Provisions shall not in any way be affected or impaired thereby.

LAW

This contract is subject to the law of England and Wales and the Buyer submits to the
Jurisdiction of the English Courts