Terms and Conditions

In these definitions the following terms shall have the following meanings:

“Company” means Glass IQ Ltd

“Conditions” means these terms and conditions   

“Customer” means a party entering into a contract for the sale of the Goods   

“Delivery Date” means the date upon which the Company intends to deliver the Goods   “Goods” means any goods sold under these conditions   

“Intellectual Property” “Rights” means copyright, design right and all other intellectual property rights   

“Price” means the Company’s price as determined in accordance with clause 3   “Specification” means any specification provided by the Customer in relation to the Goods    

2.1 These Conditions shall apply to all contracts for the sale of Goods  by the Company to the Customer to the exclusion of all other terms and  conditions including any terms or conditions that the Customer may  purport to apply under any purchase order confirmation of order or  similar document.   

2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.   

2.3  Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.   

2.4  Any variation to these Conditions (including any special terms and  conditions agreed between the parties) shall be inapplicable unless  agreed in writing by the Company.   

3.1 The Price of the Goods shall be the Company’s quoted price which  shall be binding on the Company provided that the Customer shall accept  the Company’s quotation within 30 days.   

3.2  The Company may by giving notice to the Customer at any time up to 7  days after receiving the Specification increase the Price of the Goods  to reflect any increase in the cost to the Company which is due to  factors occurring after the making of the contract of sale which are  beyond the reasonable control of the Company (including without  limitation, foreign exchange fluctuations, taxes and duties and the cost  of labour, materials and other manufacturing costs). Provided that the  Customer may cancel this contract within 7 days of any such notice from  the Company.   

3.3  The Price is exclusive of VAT which shall be due at the rate ruling  on the date of the VAT invoice. The Customer shall not be entitled to  delay payment of the Price for any reason whatsoever including any  delay in payment for the Goods by the Customer’s clients where the Goods  are not for the Customer’s own use.   

3.4  Payment of the Price and VAT shall be due within 30 days of the  final day of the month during which the invoice was issued. Time for  payment shall be of the essence.   3.5  The Customer shall pay the Price in full without any set-off or counterclaim whatever.   3.6  Interest on overdue invoices shall accrue from the date when payment  becomes due from day to day until the date of payment at a rate of 3  per cent above HSBC Bank Plc’s base rate from time to time in force and  shall accrue at such a rate after as well as before any judgment.    

4.1 The Goods shall be supplied in accordance with the description  contained in the Specification and manufactured in accordance with all  applicable British standards which relate specifically to the Goods.   

4.2  It is the responsibility of the Customer to ensure that the details  in the Specification are correct and the Company shall only be obliged  to provide the Goods specified therein. Any orders for additional  Goods must be recorded by completing a new Specification for each order.   

4.3  The Company may from time to time make changes in the Specification  which are required to comply with any applicable safety or statutory  requirements or which do not materially affect the quality or fitness  for purpose of the Goods.    

5.1 The Customer shall inspect the Goods on delivery and shall within 14  days of delivery notify the Company of any alleged defect, shortage in  quantity, damage or failure to comply with the Specification.   

5.2  The Customer shall afford the Company the opportunity to inspect the  Goods within a reasonable time following delivery and before any use is  made of them.   

5.3  If the Customer shall fail to comply with these provisions the Goods  shall be conclusively presumed to be in accordance with the contract  and the Specification and free from any defect or damage which would  be apparent upon a reasonable examination of the Goods and the Customer  shall be deemed to have accepted the Goods. At the Company’s absolute  discretion it may consider any notification made by the Customer outside  the time limits specified in clause 5.1, but the Company shall not be  obliged to provide the remedy set out in clause 5.4.   

5.4  If the Goods are not in accordance with the contract and the  Specification for any reason the Customer’s sole remedy shall be limited  to the Company making good any defect or damage by replacing such  Goods, or if the Company shall elect, by refunding a proportionate part  of the Price.    

6.1 The Company shall be under no liability whatever to the Customer for  any indirect loss and/or expense (including loss of profit) suffered by  the Customer arising out of the breach by the Company of  these Conditions.   

6.2 In the event of any breach of these conditions by the Company the  remedies of the Customer shall be limited to damages. Under no  circumstances shall the liability of the Company exceed the Price of  the Goods.   

6.3 All warranties and conditions whether implied by statute or  otherwise are excluded from any contract made under these Conditions  provided that nothing in these Conditions shall restrict or exclude  liability for death or personal injury caused by the negligence of the  Company or affect the statutory rights of a Customer dealing as a  consumer.    

7.1 The Customer shall indemnify the Company and keep the Company  indemnified and hold the Company harmless against any breach by the  Customer of these Conditions and any claim brought against the Company  by a third party resulting from the provision of the Goods by the  Company to the Customer and the Customer’s use of the Goods including,  without limitation, all claims, actions, proceedings,  losses, liabilities, damages, costs, expenses (including reasonable  legal costs and expenses) howsoever suffered or incurred by the Company  in consequence of the Customer’s breach or non-observance of  these Conditions except to the extent that nothing in these Conditions  shall exclude liability for death or personal injury caused by the  negligence of the Company.   

7.2 Where the Specification or any of the Goods contain Intellectual  Property Rights which are the property of the Customer those  Intellectual Property Rights shall remain the property of the Customer  and the Customer warrants that the use of any Intellectual Property  Rights contained in the Specification for the manufacture processing  assembly or supply of the Goods shall not infringe the rights of any  third party.   

7.3 The Customer will indemnify the Company against any claim that the  use of the Specification contravenes Intellectual Property Rights of any  third parties.    

8.1  

In spite of delivery having been made property in the Goods shall not pass from the Company until:

  8.1.1 the Customer shall have paid the Price plus VAT in full; and   8.1.2 no other sums whatever shall be due from the Customer to the Company       

8.2 Until property in the Goods passes to the Customer in accordance  with clause 8.1 the Customer shall hold the Goods and each of them on a  fiduciary basis as bailee for the Company the Customer shall store  the Goods (at no cost to the Company) separately from all other goods in  its possession marked in such way that they are clearly identified as  the Company’s property.   

8.3 Notwithstanding that the Goods (or any of them) remain the property  of the Company the Customer may sell or use the Goods in the ordinary  course of the Customer’s business at full market value for the  account of the Company. Any such sale or dealing shall be a sale or use  of the Company’s property by the Customer on the Customer’s own behalf  and the Customer shall deal as principal when making such sales or  dealings. Until property in the Goods passes to the Customer the entire  proceeds of sale or otherwise of the Goods shall be held in trust for  the Company and shall not be mixed with other money or paid into  any overdrawn bank account and shall be at all material times identified  as the Company’s money.   

8.4 The Company shall be entitled to recover the Price (plus VAT)  notwithstanding that property in any of the Goods has not passed from  the Company.   

8.5 Until such time as property in the Goods passes from the Company the  Customer shall upon request deliver up such of the Goods as have not  ceased to be in existence or resold to the Company. If the Customer  fails to do so the Company may enter upon any premises owned occupied or  controlled by the Customer where the Goods are situated and repossess  the Goods. On the making of such request the rights of the Customer  under clause 8.3 shall cease.   

8.6 The Customer shall not pledge or in any way charge by way of  security for any indebtedness any of the Goods which are the property of  the Company. Without prejudice to the other rights of the Company, if  the Customer does so all sums whatever owing by the Customer to the  Company shall forthwith become due and payable.   

8.7 The Customer shall insure and keep insured the Goods to the full  Price against “all risks” to the reasonable satisfaction of the Company  until the date that property in the Goods passes from the Company and  shall whenever requested by the Company produce a copy of the policy of  insurance. Without prejudice to the other rights of the Company if the  Customer fails to do so all sums whatever owed by the Customer to  the Company shall forthwith become due and payable.    

9.1 Delivery of the Goods shall be made to the Customer’s address or  such other address as the Customer shall nominate on the Delivery  Date. The Customer shall make all arrangements necessary to  take delivery of the Goods whenever they are tendered for delivery.   

9.2 The Goods shall be at the Customer’s risk from delivery, or from the  time at which they are tendered for delivery in accordance with clause  9.1.   

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

9.4 Notwithstanding that the Company may have delayed or failed to  deliver the Goods (or any of them) promptly the Customer shall be bound  to accept delivery and be bound to pay for the Goods in full  provided that delivery shall be tendered at any time within 4 weeks of  the Delivery Date.    

10.1 All conditions, terms, representations, and warranties relating to  the Goods, whether imposed by statute or operation of law or otherwise  that are not expressly stated in these Conditions are hereby excluded.    

Neither party shall be liable for any default due to an act of God,  war, strike, lockout, industrial action, fire, flood, drought, storm or  other event beyond the reasonable control of either party.

For the purposes of the Contracts (Rights of Third Parties) Act 1999  it is agreed that nothing in these Conditions shall confer on any third  party any right to enforce or any benefit of any term in these  Conditions.

All notices or other communications under these Conditions shall be  in writing and may be delivered or sent by pre-paid first class letter  post or facsimile transmission to the party to be served at the address  set out in any contract or at such other address or number as that party  may from time to time notify in writing to the other party. Any notice  or document shall be deemed to be served if delivered at the time of the  delivery: and if posted 48 hours after posting: and if sent by  facsimile transmission, at the time of the transmission if between the  hours of 9.00am and 5.00pm from Monday to Friday (other than on  statutory holidays).

14.1 These Conditions and any contract made under them are subject to the law of England and Wales.   

14.2 All disputes arising out of any contract made under these Conditions  shall be subject to the exclusive jurisdiction of the courts of England  and Wales.    

15.1 The Customer shall not assign contract licence or otherwise dispose  of any part of its rights or obligations under these Conditions without  the prior written consent of the Company.   

15.2 The Company may assign contract licence or otherwise dispose of any  part of its rights or obligations under these Conditions and the  Customer consents to all such dealings.    

  16.1  

 If the Customer:

  16.1.1  

fails to make payment for the Goods in accordance with these  Conditions or commits any other breach of these Conditions of sale or if  any distress or execution shall be levied upon any of the Customer’s  goods or if the Customer offers to make any arrangement with its  creditors or if any petition in bankruptcy is presented against the  Customer or the Customer is unable to pay its debts as they fall due or  if being a limited company any resolution or petition to wind up  the Customer (other than for the purpose of amalgamation or  re-construction without insolvency)shall be passed or presented or if a  receiver administrative receiver or manager shall be appointed over the  whole or any part of the Customer’s business or assets or if any  petition for the appointment of an administrator is presented against  the Customer or if the Customer shall suffer any analogous proceedings  under foreign law all sums outstanding in respect of the Goods shall  become payable immediately.

16.1.2  

If the Customer breaches any of these Conditions and fails to correct  the breach within seven (7) days following written notice from the  Company specifying the breach.

The Company may in its absolute discretion and without prejudice to any other rights which it may have:

  16.1.3 suspend all future deliveries of Goods to the Customer and/or   16.1.4 terminate the contract without liability on its part; and/or   16.1.5 Exercise any of its rights pursuant to clause 8.       

16.2  If the Customer fails to pay any sums due to the Company as they fall due, the Company may suspend the services forthwith.   

16.3  The Company and the Customer shall each be entitled to terminate any  contract entered into under these Conditions by 14 days written notice.    

17.1  The Company may cancel any contract made pursuant to these  conditions at any time before the Goods are delivered by giving written  notice. On giving such notice the Company shall promptly repay to  the Customer any sums paid in respect of the Price. The Company shall  not be liable for any loss or damage whatever arising from such  cancellation.   

17.2 In the event that the Company agrees to accept the return of  non-defective goods such return will be on the following conditions:

  17.2.1  

The customer must return the goods in the manufacturer’s original  packaging, in an unopened condition complete with any accessories,  manuals and other documentation, all returned goods are subject to  a workshop inspection by the Company.

17.2.2  

If in the opinion of the Company any damage has been caused to the  goods during transport from the Customer to the Company the Customer  will remain liable for the full cost of the goods or at the  discretion of the Company the cost of remedying and damage.

17.2.3  

If the Company accepts the return of the goods (other than on the  grounds of defect) the Company reserves the right to make a handling and  re-stocking charge of 30% of the original selling price of the goods.