Balcony Systems Solutions LTD (BALCONETTE)
GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY
1.1 In these Conditions:
"BUYER" means the person whose order for the Goods is accepted by BALCONETTE. "BUYER'S ORDER" means the order for Goods submitted, accepted or signed for by the Buyer to BALCONETTE. "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 BALCONETTE."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 BALCONETTE's workforce) or restraints or delays affecting carriers including those used by BALCONETTE for delivery of the Goods or inability or delay in obtaining supplies of adequate or suitable materials. "GOODS" mean the Goods (including any parts for them) which BALCONETTE is to supply in accordance with the Conditions and as detailed in the Buyer's Order including and not limited to services. "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 BALCONETTE 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).
The Buyer's Order shall be deemed to incorporate these Conditions. If the Buyers Order states any condition or term not specifically included herein it shall not be deemed to be accepted by BALCONETTE unless and until confirmed in writing by an authorized representative of BALCONETTE.
4. PRODUCT DRAWINGS
4.1 Where the Buyer wishes to purchase Goods from BALCONETTE the following procedure shall apply:
(a) After receipt of the Buyer's Order BALCONETTE will liaise with the Buyer and produce specific drawings for authorisation and signature by the Buyer;
(b) The Buyer will approve the drawings by one of three ways, sign them, email acceptance, or tick approval on the website; thereby confirming that the Buyer has checked all the information & specifications to confirm they are correct and satisfactory and conform to their requirements - material, structural and legal;
(c) No alteration or change can be accepted on the drawing/s. Any amendment must be incorporated into the drawing/s and resubmitted for signature. In the case of approval of drawing on the website, the BUYER will receive an email confirmation with the approved drawing/s and will have the opportunity to review these again. If the BUYER discovers any error they will be required to contact BALCONETTE immediately to abort manufacture, reasonably within one business day.
(d) Once approved drawings cannot be altered and manufacture will be deemed to have taken place per the drawings. Any alteration will require a new Buyer Order.
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 BALCONETTE.
4.3 BALCONETTE will confirm to the Buyer the amount of any increase in BALCONETTE's prices, necessary to comply with the Buyer's specifications. Quantity increases whether in number of units or size shall be deemed to increase in a proportionate rate to the prices on the Buyers Order without the need of resubmitting a new Buyers Order for confirmation.
4.4 BALCONETTE will be under no liability for, and the Buyer will fully indemnify BALCONETTE 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 BALCONETTE 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.
5.1 The price of the Goods shall be the price on the signed Buyer's Order.
5.2 All prices are:
(a) Supply only. (If we have agreed to a supply and installation contract, the installation costs will be shown as a separate item on the signed Buyer’s Order.)
(b) Expressed in pounds sterling excluding VAT. BALCONETTE prices are subject to alteration without prior notification to cover any variations in cost to BALCONETTE 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 or stated on the quotation.
6. TERMS OF PAYMENT
6.1 Unless otherwise agreed in writing by BALCONETTE and as a condition precedent to the performance of BALCONETTE's obligations under the Contract, payment in full for all Goods or supplies by BALCONETTE is due prior to supply or as agreed in the Buyer Order.
6.1 a Deposits received are non-refundable.
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 BALCONETTE 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 BALCONETTE) as BALCONETTE 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 BALCONETTE.
7.1 No period stipulated for delivery shall commence until all specification details have been agreed and payment has been made and cleared with BALCONETTE's bankers.
7.2 Delivery and completion dates quoted by BALCONETTE or included in the Contract are given in good faith but are estimates only. BALCONETTE shall not be liable to the Buyer for any delay in delivery.
7.3 BALCONETTE 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 BALCONETTE 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 BALCONETTE exercises their right of suspension, the Buyer may cancel any remaining part of the Contract conditional on the Buyer paying expenses incurred by BALCONETTE to date and BALCONETTE's fair charges. BALCONETTE shall have no liability for any such suspension and on any such cancellation, whether by BALCONETTE or by the Buyer. Nothing in this clause shall relieve the Buyer from his obligation to make payments under the Contract.
7.5 BALCONETTE shall be entitled to deliver in instalments. Part deliveries shall be deemed to represent separate contracts.
7.6 Delivery of ordered goods is deemed to have taken place 2 working days after despatch from BALCONETTE's works.
8. BREAKAGES, SHORTAGES AND OTHER CLAIMS
8.1 Without prejudice to clause 14.3, the Buyer shall have 30 days following delivery to inspect the Goods. If any of the Goods are not in compliance with the relevant Order or with any term of this Agreement the Buyer may reject all or part of the Goods and the provisions of clause 14.3 shall apply. Any defect or damage must be notified to BALCONETTE within 30 days of receipt of the Goods, together with photographic evidence. If the Goods prove to be faulty within 6 months of purchase we will endeavour to repair the Goods or provide you with a replacement, and if the repair or replacement is still not satisfactory you can return the Goods to us for a full refund.
8.2 Any claim for non-delivery of missing items from the Buyer’s Order shall be notified by the Buyer to BALCONETTE within 5 working days following the delivery.
8.3 BALCONETTE 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.
8.4 The BUYER is advised not to book or arrange installation before the Goods arrive and have been inspected by the BUYER. BALCONETTE shall have no liability for any costs arising out of delays, non-delivery or shortage in delivery (subject to consigning the correct quantity of Goods for delivery) deterioration or damage in transit.
9. RETURNS AND RESTOCKING CHARGES
Except in the case of faulty Goods, BALCONETTE will not normally accept any returns of Goods as these are manufactured to each Buyer’s specification. If, exceptionally, BALCONETTE does agree to Goods being returned, the Buyer shall pay a handling and restocking charge to cover administration and inspection charges involved in accepting the Goods back. The charge will be subject to variation without notice but is currently a minimum of 20% of the invoiced value of Goods in addition to any delivery or collection costs. The Buyer is responsible for the safe return of the Goods in an undamaged state. BALCONETTE will inspect any returned goods and at its sole discretion determine if they can be accepted. Goods which have been damaged by the Buyer or the Buyer’s agents and through no fault of BALCONETTE will not be accepted for return.
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 BALCONETTE's premises, at the time when BALCONETTE 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 BALCONETTE's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when BALCONETTE has tendered delivery of the Goods.
10.2 Notwithstanding 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 BALCONETTE 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 BALCONETTE 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 BALCONETTE'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 BALCONETTE's behalf for their full price against all risks of loss or damage with a reputable insurer or insurers. The Buyer shall hold any proceeds of such insurance on trust for BALCONETTE 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 BALCONETTE For any such sale and no contractual rights will be acquired by such third party against BALCONETTE.
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), BALCONETTE Shall be entitled at any time to require the Buyer to deliver up the Goods to BALCONETTE 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, BALCONETTE 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 BALCONETTE 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 BALCONETTE Shall (without prejudice to any other right or remedy of BALCONETTE) forthwith become due and payable.
10.7 If BALCONETTE 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, BALCONETTE does so at the Buyer's sole risk and (except as provided in these conditions) BALCONETTE 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 BALCONETTE 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 BALCONETTE, and shall be returned to them unless agreed otherwise. No item may be copied or handed to a third party without the consent of BALCONETTE.
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 BALCONETTE.
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, BALCONETTE 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, BALCONETTE 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 Material colours will be matched as accurately as possible. However the Buyer recognizes and acknowledges that, variations do occur in manufacturing batches and can result in variances in colours of handrail or profile finishes, anodise finishes, glass hues, wood and timber colours.
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 BALCONETTE.
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 BALCONETTE 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 BALCONETTE 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 BALCONETTE 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 BALCONETTE shall be subject to correction without any liability on the part of BALCONETTE.
12. INSTALLATION AND SITE WORK
12.1 Where BALCONETTE 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 BALCONETTE 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 BALCONETTE) Or from negligence or breach of statutory duty of the Buyer or his/her employees or any third party (other than BALCONETTE employees) and howsoever arising.
12.2 Where BALCONETTE 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 BALCONETTE 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 BALCONETTE of Goods, or the provision by BALCONETTE of Services, to the Buyer's Order and shall indemnify BALCONETTE accordingly.
12.4 Where BALCONETTE has agreed to install the Goods, BALCONETTE’s installation terms and conditions (which can be viewed and downloaded here) shall apply to this contract in addition to these terms and conditions.
13. INTELLECTUAL PROPERTY
13.1 All Intellectual Property Rights in relation to the Goods and the Services, BALCONETTE's designs, data sheets, packaging and literature shall remain the property of BALCONETTE 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 BALCONETTE 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 BALCONETTE 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 BALCONETTE 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, BALCONETTE 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 BALCONETTE 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 BALCONETTE is given full control of any proceedings or negotiations in connection with any such claim;
13.4.3 The Buyer shall give BALCONETTE 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 BALCONETTE (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 BALCONETTE Shall be entitled to the benefit of, and the Buyer shall accordingly account to BALCONETTE 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, BALCONETTE Shall be entitled to require the Buyer to take such steps as BALCONETTE may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which BALCONETTE Is liable to indemnify the Buyer under this clause.
14. DEFECTIVE GOODS, LIMITATION OF LIABILITY AND INDEMNITY
14.1 BALCONETTE warrants that the Goods shall, for a period of 12 months from delivery (the Warranty Period):
14.1.1 conform in all material respects to the Order and the Specification;
14.1.2 be free from material defects in design, material and workmanship; and
14.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
For information about BALCONETTE’s guarantees for balustrades and curved doors only, see (1) Balconette Balustrades 10 year Guarantee information and Terms and Conditions, (2) Balconette Curved Doors 10 year Guarantee information and Terms and Conditions, Maintenance and Operation Guidelines for Balconette’s Glass balustrades, Juliet Balconies and screens.
14.2 The Buyer warrants that it has provided BALCONY in writing with all relevant, full and accurate information as to the Buyer’s business and needs.
14.3 BALCONETTE shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 14.1, provided that the Buyer:
14.3.1 serves a written notice on BALCONETTE:
(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, within one month from the date on which the Buyer became aware (or should reasonably have become aware) of the defect;
14.3.2 provides BALCONETTE with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
14.3.3 gives BALCONETTE a reasonable opportunity to examine the defective Goods; and
14.3.4 returns the defective Goods to BALCONETTE at the Buyer’s expense.
14.4 The provisions of these Conditions, including the warranties set out in clause 14.1, shall apply to any of the Goods that are repaired or replaced but will not extend the original warranties and shall be valid for the unexpired period with effect from the date of the original supply of the goods.
14.5 BALCONETTE shall not be liable for any failure of the Goods to comply with clause 14.1:
14.5.1 where such failure arises by reason of wear and tear, wilful damage, or negligence on the part of the Buyer;
14.5.2 to the extent caused by the Buyer’s failure to comply with BALCONETTE’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
14.5.3 to the extent caused by BALCONETTE following any specification or requirement of the Buyer in relation to the Goods;
14.5.4 where the Buyer modifies any Goods without BALCONETTE’s prior consent or, having received such consent, not in accordance with BALCONETTE’s instructions; or
14.5.5 where the Buyer uses any of the Goods after notifying BALCONETTE that they do not comply with clause 14.1.
14.6 Except as set out in this clause 14:
14.6.1 BALCONETTE gives no warranties and makes no representations in relation to the Goods; and
14.6.2 shall have no liability for their failure to comply with the warranty in clause 14.1
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
14.7 BALCONETTE 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.
15. SUSPENSION AND TERMINATION
15.1.1 the Buyer commits a material breach of the Contract or any other contract with BALCONETTE; or
15.1.2 any event conferring a right of termination under 15.2 below shall have occurred. Then in any such case BALCONETTE 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 BALCONETTE shall deem fit and for this purpose to stop any Goods in transit to the Buyer or in the course of installation.
15.2 BALCONETTE may, by notice to the Buyer, terminate supply if the Buyer commits a material breach of the Contract or any other contract with BALCONETTE (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 BALCONETTE 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 BALCONETTE's rights under the Contract.
15.3 No order which has been accepted by BALCONETTE May be cancelled by the Buyer except with the agreement in writing of BALCONETTE And on terms that the Buyer shall indemnify BALCONETTE 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 BALCONETTE As a result of cancellation.
The Buyer may not assign any Contract or any rights there under without the prior written consent of BALCONETTE. BALCONETTE may freely assign, transfer or subcontract the whole or any part of any Contract and, if requested by BALCONETTE, 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 BALCONETTE 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 BALCONETTE or been secured by irrevocable letter of credit (payable on sight) issued and confirmed by a bank registered in England or Wales.
17.3 BALCONETTE delivery terms will conform to Incoterms 2000
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. The Buyer by his acceptance of these terms and conditions submits 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.
19. STORAGE OF COMPLETED GOODS
If the Buyer fails to make payment in full for the Goods on the due date for payment or fails to collect the Goods when ready for collection (or within a reasonable time thereafter) BALCONETTE may at its sole discretion charge the Buyer for storage of the Goods. The amount of the storage charge shall be fixed by BALCONETTE depending on the size and value of the Goods being stored. Any such storage charges levied by BALCONETTE must be paid by the Buyer before the Goods are released to the Buyer.
Registered Office: Balcony Systems Solutions Limited t/a BALCONETTE; Unit 6, Systems House, Eastbourne Road, Blindley Heath, Lingfield, Surrey, RH7 6JP, ENGLAND.
Registered in England & Wales under Company No. 6937600
VAT registration number: GB 975 6213 93
Balcony Systems Solutions LTD t/a BALCONETTE