TERMS AND CONDITIONS OF
SALE
Balcony Systems LTD (BALCONY)
GENERAL TERMS AND CONDITIONS
OF
SALE
AND SUPPLY
1. INTERPRETATION
1.1 In these Conditions:
"BUYER" means the person
whose order for the Goods is accepted by BALCONY. "BUYER'S ORDER" means the order
for Goods submitted by the Buyer to BALCONY "CONDITIONS" means these terms and conditions
of sale and supply and (unless the context otherwise requires) includes any special
terms and conditions agreed in writing between the Buyer and BALCONY."CONTRACT"
means the contract for the supply of the Goods incorporating the Conditions. “FORCE
MAJEURE" includes but shall not be limited to acts of God, governmental actions,
war or national emergency, riot, civil commotion, fire, insufficient supply of electricity,
gas, oil or water, damage to or loss or failure of machinery explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to BALCONY's
workforce) or restraints or delays affecting carriers including those used by BALCONY
for delivery of the Goods or inability or delay in obtaining supplies of adequate
or suitable materials. "GOODS" means the Goods (including any parts for them) which
BALCONY is to supply in accordance with the Conditions and as detailed in the Buyer's
Order. "INTELLECTUAL PROPERTY RIGHTS" means any or all of the following: patents,
trademarks, registered designs, design right, copyright, database right, inventions,
trade secrets and other confidential information, know-how, business or trade names,
rights to prevent passing off, and all other intellectual property rights and rights
of a similar nature in any part of the world, whether registered or not or capable
of registration or not and including all applications and the right to apply for
any of the foregoing rights. "WRITING" includes letter, e-mail, facsimile transmission
and comparable means of communication.
1.2 Any reference in these
Conditions to any statute or provision of a statute shall be construed as a reference
to that statute or provision as amended, re-enacted or extended at the relevant
time and any regulations made there under from time to time.
2. APPLICATION AND BASIS
OF CONTRACT
The Contract shall constitute
the entire agreement between BALCONY and the Buyer in respect of the supply of the
Goods to the exclusion of all other terms and conditions (including any terms or
conditions which the Buyer purports to apply under any purchase order, confirmation
of order, specification or other document).
3. ACCEPTANCE
The Buyer's Order shall be
deemed to incorporate these Conditions and shall not be deemed to be accepted by
BALCONY unless and until confirmed in writing by an authorized representative of
BALCONY
4. NON STANDARD PRODUCTS/DRAWINGS
4.1 Where the Buyer wishes
to purchase Goods from BALCONY which are not to the specification of goods ordinarily
offered for sale by BALCONY (And identified in BALCONY's brochures, catalogues or
website from time to time) the following procedure shall apply:
(a) The Buyer will, at the
time of submitting the Buyer's Order, provide BALCONY with full specifications for
such goods (including, where appropriate, drawings);
(b) On receipt of such specifications,
BALCONY will contact the Buyer and either approve the same or suggest such amendments
as BALCONY considers appropriate;
(c) If BALCONY approves such
specifications in writing, the Buyer's Order will be deemed accepted in accordance
with Clause 3. Where BALCONY has suggested amendments, the Buyer will re-submit
the specifications (amended to take account of BALCONY's suggestions) for BALCONY
to consider. The process set out above shall be repeated until the specifications
are accepted by BALCONY
4.2 All patterns, drawings,
designs, samples and specifications submitted by the Buyer (and all intellectual
property rights in the same) will, unless agreed otherwise, be the property of BALCONY
4.3 At the same time as approving
the Buyer's specification, BALCONY will confirm to the Buyer the amount of any increase
in BALCONY's prices, necessary to comply with the Buyer's specifications.
4.4 BALCONY Will be under
no liability for, and the Buyer will fully indemnify BALCONY against, any awards,
costs, claims, damages, demands, expenses, losses, or other liabilities ( howsoever
incurred) which arise in respect of; a) any and all infringement of any intellectual
property rights of any third party which may arise as a result of BALCONY supplying
Goods (or Services) which conform with such specifications of the Buyer as are submitted
and agreed in accordance with this Clause; and: b) any errors in Goods which conform
with samples previously approved or accepted by the Buyer.
5. PRICES
5.1 The price of the Goods
shall be the BALCONY quoted price or where a price is not quoted, the price in the
BALCONY published list of prices current at the date of acceptance of the Buyer's
Order.
5.2 All prices are:
(a) Supply only.
(b) Expressed in pounds sterling
excluding VAT. BALCONY prices are subject to alteration without prior notification
to cover any variations in cost to BALCONY of supplying the Goods.
(c) Exclusive of packing
and delivery charges which will be added to the invoiced prices at cost unless specified
otherwise.
5.3 Where quotations are
supplied they will be valid for 30 days from date of quotation unless otherwise
agreed.
6. TERMS OF PAYMENT
6.1 Unless otherwise agreed
in writing by BALCONY and as a condition precedent to the performance of BALCONY's
obligations under the Contract, payment in full for all supplies by BALCONY is due
in advance.
6.2 Payment shall be made
in pounds sterling as set out on the invoice.
6.3 If the Buyer fails to
make any payment on the due date, then without prejudice to any other right or remedy
of BALCONY shall be entitled to:
6.3.1 Cancel the Contract
or suspend any further work for or deliveries to the Buyer
6.3.2 Appropriate any payment
made by the Buyer to such of the Goods or Services (or the Goods or Services supplied
under any other contract between the Buyer and BALCONY) as BALCONY may think fit
(notwithstanding any purported appropriation by the Buyer); and
6.3.3 charge the Buyer interest
(both before and after any judgment) on the amount unpaid at the rate of 4% per
annum above HSBC Bank base lending rate from time to time until further payment
in full is made (a part of a month being treated as a full month for the purpose
of calculating interest) and recover from the Buyer all expenses howsoever incurred
in the collection of monies owing to BALCONY
7. PERFORMANCE
7.1 No period stipulated
for delivery shall commence until all specification details have been agreed and
payment has been made and cleared with BALCONY’s bankers.
7.2 Delivery and completion
dates quoted by BALCONY or included in the Contract are given in good faith but
are estimates only. BALCONY shall not be liable to the Buyer for any delay in delivery.
7.3 BALCONY May suspend the
whole or any part of the Contract if by reason of Force Majeure either party is
prevented or hindered from performing their obligations or performance of those
obligations or is to a substantial degree rendered difficult (and BALCONY Shall
not be liable for any failure to perform any of its obligations under the Contract
where such failure is by reason of Force Majeure). If the event in question continues
for a continuous period in excess of 90 days, either party shall be entitled to
give notice in writing to the other to terminate the Contract.
7.4 If BALCONY exercises
their right of suspension, the Buyer may cancel any remaining part of the Contract
conditional on the Buyer paying expenses incurred by BALCONY to date and BALCONY’s
fair charges. BALCONY shall have no liability for any such suspension and on any
such cancellation, whether by BALCONY or by the Buyer. Nothing in this clause shall
relieve the Buyer from his obligation to make payments under the Contract.
7.5 BALCONY shall be entitled
to deliver in installments. Part deliveries shall be deemed to represent separate
contracts.
7.6 Delivery of ordered Goods
is deemed to have taken place when they have been dispatched from BALCONY’s works.
8. BREAKAGES, SHORTAGES AND
OTHER CLAIMS
8.1 The Buyer will inspect
the Goods on delivery and sign an acceptance or delivery note endorsing thereon
a full note of any shortage or damage. Such signature shall be conclusive evidence
that the Goods are of the correct quantity and free from reasonably apparent defects
and damage except as set out in such endorsement. If such note is not signed it
will be deemed to have been signed without endorsement.
8.2 Any defect or damage
(other than latent defects) which is not reasonably apparent on receipt shall be
notified by the Buyer to BALCONY within three working days of receipt. Damaged Goods
must be returned to BALCONY before replacement will be considered. Agreement and
a Goods Return number must first be obtained from the BALCONY sales office before
any Goods are returned.
8.3 Any claim for non-delivery
of Goods shall be notified by the Buyer to BALCONY Within 14 days of the date of
invoice or delivery note.
8.4 BALCONY shall have no
liability arising out of non-delivery or shortage in delivery (subject to consigning
the correct quantity of Goods for delivery) deterioration or damage in transit but
agrees to provide reasonable assistance (at the Buyer's expense) to the Buyer in
making a claim against the carrier.
9. RETURNS AND RESTOCKING
CHARGES
When Goods are agreed for
return or cancellation the Buyer shall pay a handling and restocking charge to cover
administration and inspection charges involved in accepting the Goods back to stock.
The charge will be subject to variation without notice but is currently 20% of the
invoiced value of Goods. Non-standard products (supplied in accordance with Clause
4) cannot be accepted for return unless otherwise agreed.
10. TITLE, PROPERTY, RISK
10.1 Risk of damage to or
loss of the Goods shall pass to the Buyer:
10.1.1 In the case of Goods
to be delivered at BALCONY's premises, at the time when BALCONY notifies the Buyer
that the Goods are available for collection; or
10.1.2 In the case of Goods
to be delivered otherwise than at BALCONY's premises, at the time of delivery or,
if the Buyer wrongfully fails to take delivery of the Goods, the time when BALCONY
has tendered delivery of the Goods.
10.2 Not withstanding delivery
and the passing of risk in the Goods, or any other provision of these Conditions,
the property in the Goods (legal and/or equitable) shall not pass to the Buyer until
BALCONY Has received in cash or cleared funds payment in full of the price of the
Goods and all other Goods (or Services) agreed to be supplied by BALCONY To the
Buyer for which payment is then due.
10.3 Until such time as the
property in the Goods passes to the Buyer, the Buyer shall hold the Goods on a fiduciary
basis as BALCONY's bailee and shall keep the Goods separate from those of the Buyer
and third parties and shall not destroy, deface or obscure any identifying mark
or packaging on or relating to the Goods. The Buyer shall maintain the Goods in
a satisfactory condition insured on BALCONY's behalf for their full price against
all risks of loss or damage with an insurer or insurers approved by BALCONY On request,
the Buyer shall permit BALCONY or its appointed representative to enter all premises
at which the Goods may be stored for the purposes of assessing the extent of the
Buyer's compliance with its obligations under this Sub-clause and shall produce
such policy or policies of insurance as are to be maintained together with evidence
of payment of all premiums to BALCONY. The Buyer shall hold any proceeds of such
insurance on trust for BALCONY and not mix them with any other money, nor pay such
proceeds into an overdrawn bank account.
10.4 The Buyer may resell
the Goods to a third party before ownership has passed to it provided that any sale
shall be affected in the ordinary course of the Buyer's business at full market
value. Nothing in this clause 10.4 shall make the Buyer the agent of BALCONY For
any such sale and no contractual rights will be acquired by such third party against
BALCONY.
10.5 Until such time as the
property in the Goods passes to the Buyer (and provided the Goods are still in existence
and have not been resold), BALCONY Shall be entitled at any time to require the
Buyer to deliver up the Goods to BALCONY And, if the Buyer fails to do so forthwith,
to enter upon any premises of the Buyer or any third party where the Goods are stored
and repossess(following any detachment of the Goods from any property of the Buyer
or any third party which may be necessary) the Goods. For the avoidance of doubt,
BALCONY Shall be entitled, after such repossession, to dispose of any such Goods
as it sees fit.
10.6 The Buyer shall not
be entitled to pledge or in any way charge by way of security for any indebtedness
any of the Goods which remain the property of BALCONY but if the Buyer does so (or
if the Buyer becomes or is declared insolvent (or being an individual, is declared
bankrupt) or convenes a meeting of or proposes any arrangement or composition with
its creditors or is subject to an order or resolution for winding up (except for
the purposes of a solvent reconstruction or amalgamation) or suffers or permits
any equivalent step to be taken in any jurisdiction) all money owing by the Buyer
to BALCONY Shall (without prejudice to any other right or remedy of BALCONY) forthwith
become due and payable.
10.7 If BALCONY store, transport
or work on any Goods or other property (including Goods about to be delivered by
them or Goods intended for incorporation in or use on contract Goods and services)
belonging to the Buyer or any third party, BALCONY does so at the Buyer's sole risk
and (except as provided in these conditions) BALCONY Shall have no liability to
the Buyer or to any other party for loss, deterioration or damage to such Goods
or other property howsoever arising and whether by negligence or otherwise.
10.8 In cases where BALCONY
make a contract of carriage and/or arrange for insurance of Goods in transit they
shall be deemed to be acting as the Buyer's agent and sub-section (2) and (3) of
Section 32 Sale of Goods Act 1979 shall not apply.
10.9 All estimates of costs,
plans, drawings, catalogues, photographs, illustrations and similar descriptive
material remain the property of BALCONY, and shall be returned to them unless agreed
otherwise. No item may be copied or handed to a third party without the consent
of BALCONY.
11. SPECIFICATIONS/WARRANTIES/LIABILITIES
11.1 The assessment of the
Goods'; suitability, quality and fitness for purpose is the Buyer’s responsibility
irrespective of any specifications, formulations, data, literature and statements
as to content, suitability, performance or otherwise, issued, and description and
samples given, by BALCONY.
11.2 Goods are supplied on
condition that the Buyer undertakes at all times to take notice of and comply with
(and draw to third parties' attention and require them to take notice of and comply
with) all instructions and recommendations issued with or contained on or relating
to the Goods or relevant data sheets, and all reasonable and prudent precautions
as to installation, use, maintenance, cleaning and otherwise. For the avoidance
of doubt, where the Goods comprise internal or external Balustrades, the Buyer shall
be responsible for ensuring that such equipment is properly installed by a qualified
individual. Where the Goods comprise internal or external lighting or involve electrical
connections, the Buyer shall be responsible for ensuring that such equipment is
properly installed by a qualified electrician Where the Buyer carries out or procures
installation, BALCONY Shall not be liable to the Buyer or any third party for any
loss or damage which arises from the installation and/or use of such equipment.
11.3 All sizes, colours,
finishes and any other descriptions or specifications published in any brochures,
promotional or other information published in any medium are as accurate as possible
within normal manufacturing tolerances and, in keeping with its policy of continual
development, BALCONY reserves the right to alter such specifications and to supply
Goods to the Buyer reflecting such altered specifications without prior notice to
the Buyer provided that such alterations do not materially affect the characteristics
of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer
to cancel an order, return Goods or claim compensation.
11.4 Wood stains will be
matched as accurately as possible. However the Buyer recognizes and acknowledges
that, if different base timbers are used or if woods of differing ages are utilized
there may be a variance of grain pattern which gives a slight difference of colour
even if the stain has been carefully matched.
11.5 When colours are shown
in printed form they have been reproduced as accurately as possible within the limits
of the printing process. Wherever possible the Buyer should provide colour swatches
or paint references at time of enquiry.
11.6 The Buyer shall be responsible
for ensuring the suitability of any installation advice given by BALCONY.
11.7 If a fabric or other
material has been specifically requested by the Buyer to be used in the construction
of Goods, it is his/her responsibility to ensure that the material meets any relevant
performance or safety regulations ruling at that time. The Buyer agrees expressly
to indemnify BALCONY in full in respect of any remedial work, alteration work, reconstruction
and subsequent reinstatement together with all costs, claims and demands which might
be made against BALCONY In relation to the manufacture, supply and siting of the
Goods ordered and all and any additional costs so arising will be added to the total
invoice value by BALCONY And payment of the additional sums so arising must be made
in full by the Buyer upon presentation of the invoice.
11.8 Any typographic, clerical
or other error or omission in sales literature, quotation or price list, acceptance
of offer, invoice or other document or information issued by BALCONY shall be subject
to correction without any liability on the part of BALCONY.
12. INSTALLATION AND SITE
WORK
12.1 Where BALCONY undertake
work or provide labour (which they may sub-contract) at the Buyer's works or elsewhere
(not in their exclusive occupation) the Buyer shall indemnify BALCONY Against all
liability (including without limitation in respect of employee or other third party
claims) arising directly or indirectly from defects in or unsuitability of the works
or site or of materials (other than that provided by BALCONY) Or from negligence
or breach of statutory duty of the Buyer or his/her employees or any third party
(other than BALCONY employees) and howsoever arising.
12.2 Where BALCONY install,
maintain, repair or test any Goods the Buyer shall bear the total cost and provide
(at the Buyer's expense) all relevant information and such facilities as BALCONY
May require.
12.3 The Buyer shall be responsible
for ensuring compliance with all statutory requirements and third party rights in
connection with the siting, installation, erection and use by BALCONY Of Goods,
or the provision by BALCONY Of Services, to the Buyer's Order and shall indemnify
BALCONY accordingly.
13. INTELLECTUAL PROPERTY
13.1 All Intellectual Property
Rights in relation to the Goods and the Services, Balcony’s designs, data sheets,
packaging and literature shall remain the property of BALCONY And no license (except
as to the use for which their Goods or Services are supplied) shall be implied.
13.2 The Buyer or his agents
shall not at any time alter or deface the BALCONY name, logo or trademarks or juxtapose
them with any other mark likely to cause confusion.
13.3 The Buyer warrants that
all designs, provided by the Buyer for BALCONY to manufacture in accordance with,
are the intellectual property of the Buyer or an adaptation of a standard design
with the original manufacturer's consent. The Buyer will indemnify BALCONY against
any costs or claims for breach of any third party intellectual property rights.
13.4 If any claim is made
against the Buyer that the Goods or Services infringe or that their use or resale
infringes the Intellectual Property Rights of any other person, then unless the
claim arises from the use of any drawing, design or specification supplied by the
Buyer, BALCONY Shall indemnify the Buyer against all loss, damages, costs and expenses
awarded against or incurred by the Buyer in connection with the claim, or paid or
agreed to be paid by the Buyer in settlement of the claim, provided that;
13.4.1 BALCONY Shall not
be liable for loss of profit, loss of business, depletion of goodwill, damage to
reputation or otherwise or other economic loss(whether direct or indirect) or any
special or indirect losses, costs, expenses or other claims for special compensation
whatsoever (how so ever caused) which arise out of or in connection with such a
claim;
13.4.2 BALCONY is given full
control of any proceedings or negotiations in connection with any such claim;
13.4.3 The Buyer shall give
BALCONY all reasonable assistance for the purposes of any such proceedings or negotiations;
13.4.4 except pursuant to
a final award, the Buyer shall not pay or accept any such claim, or compromise any
such proceedings without the consent of BALCONY (Which shall not be unreasonably
withheld);
13.4.5 the Buyer shall do
nothing which would or might vitiate any policy of insurance or insurance cover
which the Buyer may have in relation to such infringement, and this indemnity shall
not apply to the extent that the Buyer recovers any sums under any such policy or
cover (which the Buyer shall use its best endeavours to do);
13.4.6 BALCONY Shall be entitled
to the benefit of, and the Buyer shall accordingly account to BALCONY For, all damages
and costs (if any) awarded in favour of the Buyer which are payable by, or agreed
with the consent of the Buyer (which consent shall not be unreasonably withheld)
to be paid by any other party in respect of any such claim; and
13.4.7 without prejudice
to any duty of the Buyer at common law, BALCONY Shall be entitled to require the
Buyer to take such steps as BALCONY May reasonably require to mitigate or reduce
any such loss, damages, costs or expenses for which BALCONY Is liable to indemnify
the Buyer under this clause.
14. DEFECTIVE GOODS, LIMITATION
OF LIABILITY AND INDEMNITY
14.1 BALCONY warrants that
Goods will conform in all material respects to their specification and will be free
from defects in design, material and workmanship under normal conditions of use
for a period of 12 months from the date of their initial use or 12 months from delivery,
whichever is the first to expire provided that the defect is not attributable to
fair wear and tear or any fault or damage arising from impact, modification, accident,
neglect, abnormal working conditions, inappropriate working conditions, inappropriate
use or treatment, inappropriate installation, Inappropriate use of fixings or fixing
or incorrect handling or exposure to such other substances as may be injurious to
such materials.
14.2 BALCONY shall not be
liable for a breach of the warranty in clause 14.1 or any other warranty, condition
or guarantee if:
(a) The total price for the
Goods has not been paid by the due date for payment;
(b) The Buyer makes any further
use of such Goods after becoming aware of the defect;
(c) The defect arises because
the Buyer failed to follow BALCONY's oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods; or
(d) The Buyer alters or repairs
the Goods without the prior written consent of BALCONY
14.3 If delivery is not refused,
and the Buyer does not notify BALCONY In accordance with clause 8, the Buyer shall
not be entitled to reject the Goods and BALCONY Shall have no liability for any
defect or failure which was reasonably apparent upon inspection, and the Buyer shall
be bound to pay the price as if the Goods had been delivered in accordance with
the Contract. In no event shall the Buyer be entitled to reject the Goods on the
basis of any defect or failure, which is so slight that it would be unreasonable
for him to reject them.
14.4 BALCONY's sole liability
for breach of the warranty set out in clause 14.1 shall beat BALCONY's option to
repair or replace defective Goods, or to refund the Contract price or relative part
thereof.
14.5 If BALCONY complies
with condition 14.4 it shall have no further liability for a breach of the warranty
in clause 14.1 in respect of such Goods.
14.6 Any Goods replaced by
BALCONY will belong to BALCONY and any repaired or replacement Goods shall be guaranteed
on these terms for the unexpired portion of the 12 month period.
14.7 Nothing in these Conditions
excludes or limits the liability of BALCONY for death or personal injury caused
by BALCONY's negligence or fraudulent misrepresentation.
14.8 Subject to the provisions
of clauses 14.4 and 14.7, BALCONY Shall not be liable for any loss of profit, loss
of business, depletion of goodwill, damage to reputation or otherwise or other economic
loss (whether direct or indirect) or any special or indirect losses, costs, expenses
or other claims for special compensation whatsoever and howsoever caused (whether
by negligence or otherwise) which arise out of or in connection with the Contract.
14.9 Without prejudice to
the other provisions of this clause 14, BALCONY's aggregate liability under the
Contract in respect of any breach of contract, negligence or otherwise, shall not
exceed the price paid by the Buyer for the Goods.
14.10 All other conditions,
warranties or other terms whether, express or implied, statutory or otherwise, inconsistent
with this clause 14 are hereby expressly excluded to the fullest extent permitted
by law.
14.11 The Buyer shall indemnify
BALCONY against all liability incurred by BALCONY to third parties arising in any
way out of the performance of the Contract.
15. SUSPENSION AND TERMINATION
15.1 IF:
15.1.1 the Buyer commits
a material breach of the Contract or any other contract with BALCONY; or
15.1.2 any event conferring
a right of termination under 15.2 below shall have occurred. Then in any such case
BALCONY shall be entitled (without prejudice to any other of its rights here under)
to suspend further performance of the Contract for such reasonable time as BALCONY
shall deem fit and for this purpose to stop any Goods in transit to the Buyer or
in the course of installation.
15.2 BALCONY May, by notice
to the Buyer, terminate supply if the Buyer commits a material breach of the Contract
or any other contract with BALCONY (such breach, if capable of remedy, not having
been remedied within 7 days of notice to do so) or any judgment against the Buyer
is unsatisfied for 14 days or (being an individual) the Buyer dies or commits any
act of bankruptcy or (being a corporation) enters liquidation or receivership or
ceases or threatens to cease to carry on business or BALCONY reasonably apprehends
that any of the events mentioned above is about to occur in relation to the Buyer
and notifies the Buyer accordingly or any event analogous to any of the foregoing
shall happen in any other jurisdiction and any such termination shall be without
prejudice to the Buyer's obligations and BALCONY's rights under the Contract.
15.3 No order which has been
accepted by BALCONY May be cancelled by the Buyer except with the agreement in writing
of BALCONY And on terms that the Buyer shall indemnify BALCONY 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 BALCONY As a result of cancellation.
16. ASSIGNMENT
The Buyer may not assign
any Contract or any rights there under without the prior written consent of BALCONY.
BALCONY may freely assign, transfer or subcontract the whole or any part of any
Contract and, if requested by BALCONY, the Buyer shall take all steps which are
necessary (including, without limitation, the execution of all documents) to give
effect to such assignment, transfer or subcontracting.
17. EXPORT ORDERS
17.1 The Buyer shall be exclusively
responsible for (and shall indemnify BALCONY Against) all customs duties and other
costs of importation and costs of obtaining confirmation of payments, letters of
credit and for obtaining all licences relevant to the sale and delivery of and payment
for the Goods (delivery being subject to the Buyer obtaining all such licences).
17.2 Unless otherwise agreed
in writing payment for international sales shall not be deemed completed unless
payment in full has either been received by BALCONY or been secured by irrevocable
letter of credit (payable on sight) issued and confirmed by a bank registered in
England or Wales.
17.3 BALCONY delivery terms
will conform to Incoterms 2000
18. JURISDICTION
18.1 These Conditions shall
be interpreted without reference to their headings, which are for convenience only.
18.2 The contract shall be
governed by English Law and the Buyer shall submit to the exclusive jurisdiction
of the English Courts.
18.3 Any provision of these
Conditions held by a court of law to be invalid shall be severable and shall to
the extent necessary to prevent such invalidity be deemed to be omitted from these
Conditions and any liability which would otherwise have been excluded or limited
shall nevertheless be subject to the remaining provisions of these Conditions.
18.4 The provisions of these
Conditions shall remain in full force and effect notwithstanding that the parties'
obligations under the Contract may have been performed or discharged.
18.5 The waiver of any breach
of any of these Conditions or the non enforcement of any of these Conditions shall
not prevent the subsequent enforcement of that Condition or the exercise of any
right arising from that breach and shall not be deemed a waiver of any subsequent
breach.
18.6 Any entity who or which
is not expressly a party to the Contract shall have no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions
of the Contracts(Rights and Third Parties) Act 1999 shall be expressly excluded
from this Agreement.
Registered Office: Balcony
Systems Limited; Unit 5,
Forest
Row
Business
Park
,
Station Road
, Forest Row, East Sussex,
ENGLAND
. Registered in
England
&
Wales
under Company No. 5372868 VAT registration number:
GB 885 3594 71
BALCONY Systems LTD 2008