Terms & Conditions
These terms and conditions are the copyright of Dales Fabrications Limited & Simply-docs, all rights reserved 2nd April 2020
1. Application of Terms and Conditions
1.1 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Buyer”means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month
“Our Site” means www.dales-eaves.co.uk, a website that belongs to Dales Fabrications Limited, a company registered in England under 01488972, whose registered address is Crompton Road, Ilkeston, Derbyshire, DE7 4BG.
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information that appears on, or forms part of, Our Site, or other literature, documentation or correspondence belonging to us.
“User” means a user of Our Site;
“We/Us/Our/Seller” means Dales Fabrications Limited, a company registered in England under 01488972, whose registered address and trading address is Crompton Road, Ilkeston, Derbyshire, DE7 4BG.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic means;
2.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.1.3 a Clause or paragraph is a reference to a Clause of these Terms and Conditions.
2.1.4 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.3 Words imparting the singular number shall include the plural and vice versa.
2.4 References to any gender shall include the other gender.
3 Basis of Sale
3.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:
3.3.1 the Seller’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4 Orders and Specifications
4.1 The design liability of the Seller will be limited to the reasonable skill and care of a specialist sheet-metal fabricator.
4.2 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
4.3 The specification for the Goods shall be that set out in the Seller’s latest quotation.
4.4 Illustrations, photographs or descriptions whether in brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
4.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller 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 the Seller as a result of such cancellation.
4.7 With regard to all aspects of detailing for fire-prevention and prevention of spread of fire, the Buyer confirms to the Seller that they are reasonably satisfied that, following enquiry, the Specifiers/Developers/Main Contractors have employed and consulted a suitably qualified and experienced fire safety engineer to ensure that all details submitted, in particular those details which may involve the Seller of PPC or anodised aluminium products, are considered appropriate, suitable and compliant with current building regulations, and that and the overall fire strategy for any given project has been properly considered. The Buyer’s attention, is specifically drawn to the RIBA Fire resources web page at https://www.architecture.com/campaign/grenfell-tower for their further consideration.
4.8 As part of its overall design process the Seller may be required to provide a computer-generated Finite Element Analysis (FEA) or similar report that may indicate whether a system designed by the Seller is likely to withstand specific wind or other loadings. In the case of wind-loadings, it is the Buyer’s responsibility to ensure that they correctly inform the Seller of the “local wind pressure design cladding load for the specific element of the The Seller reserve the right to pass on any costs incurred in producing any such report or calculations, as well as any additional product costs that the conclusions from the report deem necessary. Since it is not possible to fully predict all the dynamic factors that may arise, any report generated through a computer-model will always be limited to some extent in its ability to predict real-life outcomes with absolute accuracy, it is therefore the Buyer’s design and financial responsibility to ensure that any such FEA/ FEM report that the Seller may provide is deemed adequate, sufficient and compliant with the project design specification by the Project Structural Engineer in terms of the; model, loadings and physical properties of the materials used. Where the Seller is required to design their systems, for whatever reason, using 3D modelling software (typically, but not exclusively using AutoDesk or Revitt), then lead times for the preparation of detail design drawings (The Seller’s proposal drawings) or 3D models are likely to be increased. This may on occasion affect overall lead times for the provision of manufactured products; the Seller is not liable for any costs, howsoever arising, due to the increased design time that results from the need for 3D computer modelling and the Seller reserves the right to charge for any such increased design time that results from the need for 3D modelling.
4.9 The Seller confirms that all products will be manufactured to The Seller’ standard manufacturing tolerances (available upon written request) or relevant British Standard, whichever tolerance is the greater, unless otherwise indicated on the Seller’ approved drawings.
4.10 The Buyer accepts that that all goods listed within a quotation from the Seller are to the Seller’ specification only and may be alternative to any particular specification requested. It is the Buyer’s responsibility to ensure at the point of placing an order that the goods within the quotation match its own and any specific project requirements. The Seller cannot be held liable for any failure to comply with any materials specification that is not explicitly listed within their quotation.
4.11 Any BIM models, NBS or other specification clauses, product literature or drawings, produced and supplied by The Seller are indicative only and actual products supplied may be subject to revision for manufacturing purposes without notice.
4.12 The quantities shown within any quotation by the Seller are for guidance only and do not transfer contractual liability to the Seller. It is the Buyer’s sole responsibility to ensure that the correct quantities for actual site requirements are ordered; for the avoidance of doubt, all items that are ordered by the Buyer from the Seller must be paid for in full.
4.13 Any aluminium goods listed within a quotation from the Seller can be made suitable for electrical conductivity at an extra cost, however, the Buyer accepts that this provision cannot be made retrospectively, therefore any requirement for electrical conductivity must be clearly stated on the Buyer’s purchase order.
4.14 Due to the bespoke nature of the systems the Seller designs and manufactures, all items are designed specifically to suit only the detail proposal drawings that the Seller supplies and the Buyer has approved.
4.15 The Buyer accepts that following the Seller’s receipt of the Buyer’s order, including construction issue drawings (in .dwg or .dxf format), the “proposal drawing preparation stage” can commence. The construction issue drawings should include as a minimum, architectural roof plan, elevations and relevant sectional details pertaining to the systems being quoted. Upon completion of the Seller’s proposal drawings, they will be issued for the Buyer’s approval, and whilst special materials required to fulfil the Buyer’s order may be ordered, at that stage no manufacture will take place. Once the Buyer’s written approval of the Seller’s drawings has been received and the colour reference and gloss level and all other information requested has been provided (see clause 7.6), then the manufacturing period stated within a quotation may commence.
5.1 The Buyer agrees that the Seller’s most recent quotation will determine the price of the Goods, and the issuing of a subsequent quotation by the Seller renders all previous quotations incapable of acceptance, unless it is agreed in writing between a Director of the Seller and an authorised representative of the Buyer.
5.2 Where the Seller has quoted a price for the Goods then the price quoted shall be valid for 30 days only, unless the Seller has specified a different period in writing.
5.3 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.4 Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods for which payment is received by the Seller on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue and unpaid.
5.5 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller’s charges for packaging and transport.
5.6 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
5.7 Unless otherwise stated in a quotation then the rates quoted only include for the items expressly listed and do not include for the supply (or design) of any supplementary items such as, but not limited to; insulation, plywood, vapour barrier, fire protection, insect mesh or mastic/sealant (other than gutter sealant). Any reference to bill pages, specifications or drawings is listed for information only.
5.8 The Buyer accepts that many of the Selller’s quotations are based on bills of quantities that make no allowance for supplementary components which will be required to complete the installation (for example, corners, apexes, transitions, etc), and thus, such items are not included in the metre rates listed within a quotation, but are instead listed as item rates at the end of such quotation.
5.9 In the event that any international or other tariffs, taxes or duties are introduced at any time, whether during the time that a quotation is open for acceptance or otherwise, that in the opinion of a Director of the Seller may affect the cost of manufacture or transport of the materials then the Seller reserve the right to increase the prices quoted as it sees fit.
5.10 The Buyer accepts that all delivery periods stated within a quotation assume that a full credit account has been established. It is for the Buyer to apply for a credit account as early as possible to avoid unnecessary delays to the manufacture and/or delivery of the materials.
5.11 The Seller reserves the right to alter its quoted rates, lead times and terms and conditions at any point following any variations and or clarification to any third-party activities which may affect the Selller’s position after producing any quotation.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction, credit or set off) within 30 Days of the end of the month when delivery took place, or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.
6.3 The time for the payment of the price shall be of the essence of the Contract.
6.4 Receipts for payment will be issued only upon request.
6.5 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.
6.6 The Buyer acknowledges and agrees that the Seller can revoke a Seller’s credit limit at any time, and for any reason, and make a demand for payment of all sums owing forthwith.
6.7 If the Seller’s payment terms are not fully satisfied within 14 days of the due date, for payment then the Seller reserves the right to place the customer account on stop, to revoke any reductions to their standard rates and any additional discounts that have been applied and invoice for any additional items that were initially supplied as a gesture of goodwill.
6.8 If the Credit Limit provided to the Buyer is exceeded (or likely to be exceeded by virtue of the making of a Delivery) then the Seller reserves the right to place the customer account on stop until such time that the Buyer brings the account back within the Seller’s credit limit.
6.9 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment or by cleared funds, with all other amounts owing by the Buyer to the Seller also becoming immediately payable in cash or cleared funds.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1, risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage costs of £15.00+vat per pallet per week (or part thereof) in addition to a one off £35.00+vat charge for placing pallets into storage and a one off charge of £35.00+vat for removing pallets from storage, and any insurance charges arising from such failure.
7.5 All delivery dates are indicative only and may be subject to variation at any time and for any reason.
7.6 The Buyer accepts that all lead times quoted are based on the assumption that batches will be no larger than 25% of the total quotation value, are equal in size and frequency, and will be delivered over 6-months. The Buyer must contact the Seller where these assumptions are incorrect and any given program requires larger batch sizes and/or, a swifter delivery program. The Seller will endeavour to meet customer requirements wherever it is reasonable to do so, taking into account the total volumes of all work that the Seller has at any such time.
7.7 All delivery/ lead times quoted are subject to receipt of full manufacturing information, including, where applicable, approval of the Seller’s proposal drawings, and further to provide full manufacturing information to the Seller including (but not necessarily limited to) confirmation of colour reference, gloss level, Indication of colour faces, confirmation of all profile bend angles, sizes of any holes required and any other relevant information requested, following which the manufacturing period stated in the quotation can (but not necessarily will) commence.
7.8 The Buyer acknowledges and accepts that standard lead times are as follows:
7.8.1 Standard gutters & pipes: PPC – up to 2 weeks
7.8.2 Standard gutters & pipes: Anodised – up to 6 weeks
7.8.2 Standard Wall Copings: Drawings (if required): up to 5 working days
22.214.171.124 PPC – up to 4 weeks
126.96.36.199 Anodised – up to 6 weeks
7.8.4 Standard Fascia Soffits: Drawings – 1 to 2 weeks
188.8.131.52 PPC – up to 4 weeks
184.108.40.206 Anodised – up to 6 weeks
7.8.5 Secret Fix Fascia Soffits (inc bullnoses): Drawings – 1 to 2 weeks
220.127.116.11 PPC – up to 5 weeks
18.104.22.168 Anodised – up to 6 weeks
7.8.6 Solar Shades: Drawings – 1 to 2 weeks
22.214.171.124 PPC – up to 5 weeks
126.96.36.199 Anodised – up to 6 weeks
7.9 The Seller will ordinarily add one week to any delivery period where curved products are required.
7.10 The Seller’s delivery period stated is for standard products only and any non-standard items may incur additional drawing and manufacturing lead times.
7.11 Any delivery date given by the Seller before the Buyer has provided full written approval of the Seller’ proposal drawings is strictly provisional. A delivery date will be confirmed in writing by the Seller normally 2 weeks prior to delivery, where this is not the case then it is for the Buyer to contact the Seller in order to confirm the delivery position.
7.12 It may be possible for the Seller to improve upon the standard delivery times quoted, but it is the sole responsibility of the Buyer to bring to the attention of the Seller any specific delivery requirements prior to the placement of any order.
7.13 The Buyer acknowledges and accepts that products delivered by the Seller will generally be supplied on 3m x 1.25m non-stackable pallets and that provision for the offloading of pallets must be made by the Buyer. At an additional cost, the Seller may be able to provide a HGV vehicle equipped with a Moffet truck-mounted forklift, however, availability of this vehicle is limited so special requirements must be conveyed in writing on the Buyer’s purchase order.
7.14 Standard deliveries are those that The Seller deem suitable to be delivered by its own fleet of transport. Any special restrictions regarding delivery times or types of vehicle, for example vehicles required to be registered as FORS Silver or above and/ or CLOCS – Construction Logistics and Community Safety must be conveyed in the Buyer’s original purchase order and may incur additional charges.
7.15 The Buyer acknowledges and accepts that Storage charges may be made when deliveries are postponed by the customer; similarly, any aborted deliveries will also be chargeable.
7.16 The Buyer accepts that all delivery periods stated within a quotation assume that a full credit account has been established. It is for the Buyer to apply for a credit account as early as possible to avoid unnecessary delays to the manufacture and/or delivery of the materials.
8.1 If the Seller fails to deliver the Goods or any part thereof on the Delivery Date other than for reasons outside the Seller’s reasonable control or the Buyer’s or its carrier’s fault:
8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall have no liability in respect of such late delivery; or
8.1.2 if the Buyer gives written notice to the Seller within 5 Business Days after the Delivery Date and the Seller fails to deliver the Goods within 25 Business Days after receiving such notice the Buyer may cancel the order and the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.
9.1 The Buyer is under a duty whenever possible to inspect the Goods upon delivery or collection, and the Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 48 hours of delivery detailing the alleged damage or shortage.
9.2 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.
9.3 Subject to sub-Clauses 9.1 and 9.2, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10 Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller’s premises, the time when the Seller 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 the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
10.5 In the event that the Buyer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Terms and Conditions, the proceeds of such sub-sale or transfer (or such proportion as is due to the Seller) shall be held by the Buyer on behalf of the Seller. The Buyer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Seller’s behalf are identified as such.
10.6 If the Goods are manufactured into another form or are used in the process of manufacturing other goods, the Supplier shall acquire legal and beneficial title to the resulting goods, or a proportion of the title thereto equal to the contribution made to the resulting goods by the Goods.
10.7 The Seller may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.
10.8 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 the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
10.9 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
10.10 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
10.10.1 the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;
10.10.2 the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
10.10.3 the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.10.4 the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11.1 The Seller may assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
12 Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if the Buyer gives written notice of such defect to the Seller within 48 Hours of such delivery, the Seller shall at its option:
12.1.1 replace the defective Goods within 30 Business Days of receiving the Buyer’s notice; or
12.1.2 refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective;
a) but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.
12.2 No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.
12.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
12.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.5 Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
13 Buyer’s Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 6% per annum above HSBC base rate from time to time, until payment in full is made.
13.2 This condition applies if:
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
13.2.2 the Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14 Limitation of Liability
14.1 Subject to the provisions of Clauses 7, 8 and 12, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
14.1.1 any breach of these Terms and Conditions;
14.1.2 any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
14.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Nothing in these Terms and Conditions excludes or limits the liability of the Seller:
14.3.1 for death or personal injury caused by the Seller’s negligence;
14.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
14.3.3 or fraud or fraudulent misrepresentation.
14.4 Subject to sub-Clauses 14.2 and 14.3:
14.4.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 105% of the Contract Price; and
14.4.2 the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15 Confidentiality, Publications and Endorsements
15.1 The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
15.2 The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by a Director of the Seller and (where appropriate) its licensor;
15.3 The Buyer will use al reasonable endeavours to ensure compliance with this Clause 15 by its employees, servants and agents.
15.4 The provisions of this Clause 15 shall survive the termination of the Contract.
16.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
16.2.2 when sent, if transmitted by e-mail; or
16.2.3 on the third business day following mailing, if mailed by national ordinary mail, postage prepaid; or
16.2.4 on the sixth business day following mailing, if mailed by airmail, postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent address or e-mail address, notified to the other Party.
17 Force Majeure
17.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, disease, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
18.1 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
19.1 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
20.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
20.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
20.3.1 Certain parts of Our Site may require an Account in order to access them. When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
20.3.2 You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
20.3.3 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
20.3.4 Any personal information provided in your Account will be collected, used and held in accordance with your rights and Our obligations under the law.
20.3.5 If you wish to close your Account, you may do so at any time by contacting us. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access.
Acceptable Usage Policy
20.3.6 You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause. Specifically:
188.8.131.52 you must ensure that you comply fully with any and all applicable local, national, and international laws and/or regulations;
184.108.40.206 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
220.127.116.11 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
18.104.22.168 you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
22.214.171.124 We reserve the right to suspend or terminate your Account and/or your access to Our Site if you materially breach the provisions of this Clause or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:
126.96.36.199 suspend, whether temporarily or permanently, your Account and/or your right to access Our Site;
188.8.131.52 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
184.108.40.206 take further legal action against you as appropriate;
220.127.116.11 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
18.104.22.168 any other actions which We deem reasonably appropriate (and lawful).
Links to Our Site
20.3.7 You may link to Our Site provided that:
22.214.171.124 you do so in a fair and legal manner;
126.96.36.199 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
188.8.131.52 you do not use any logos or trade marks displayed on Our Site without Our express written permission; and
184.108.40.206 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
20.3.8 You may not link to Our Site from any other site the content of which contains material that is
220.127.116.11 obscene, deliberately offensive, hateful or is otherwise inflammatory;
18.104.22.168 promotes or assists in any form of unlawful activity,
22.214.171.124 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
126.96.36.199 is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
188.8.131.52 is calculated or is otherwise likely to deceive;
184.108.40.206 is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy, or implies any form of affiliation with Us where none exists;
220.127.116.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
Links to Other Sites
20.4 Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.
Disclaimers and Legal Rights
20.5 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
20.6 Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.
20.7 We make reasonable efforts to ensure that Our Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that such Content is complete, accurate, or up-to-date.
20.8 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (whether it is provided by Us or whether it is User Content) included on Our Site.
20.9 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content (included on Our Site.
20.10 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
20.11 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.#We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware. We do not, however, guarantee that Our Site is secure or free from viruses or other malware and accept no liability in respect of the same.
20.12 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
20.13 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
20.14 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
20.15 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
20.16 Any and all breaches of the Computer Misuse Act 1990 will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
20.17 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation
2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
Communications from Us
20.18 We will not send you marketing emails without your consent, and you may opt out of providing such consent at any time by contacting us, or activating any unsubscribe option that may be contained within emails. If you opt out of receiving emails from us at any time, it may take up to 10 business days for your new preferences to take effect.
Architectural Polyester Powder Coating in Harsh Environments – Marine Guarantees
21.1 Where the Buyer considers that their project may be located in an acutely exposed marine or industrial environment, the Buyer must contact Us to discuss this further before any order is placed.
21.2 Where a building is within 2km of the coast, or in some other environment that is potentially more detrimental to Polyester Powder Coating, we may recommend that the polyester powder coating is applied to a Marine Specification in order to obtain a written guarantee from the paint manufacturer on the surface finish.
21.3 The Buyer accepts that the length of guarantee which the paint manufacturer will offer is determined solely by them on an individual project basis upon completion of a questionnaire submitted by the Buyer and possible site visit by the paint manufacturer, both of which must be completed prior to any order being placed. The Buyer further accepts that all guarantees are applied for and given on an individual project basis and the length of any guarantee available and type of maintenance requirements will vary based on the particulars of each project and that it is not always possible to offer a Marine Guarantee.
21.4 In a non-marine environment, an average 60 microns paint film is applied to visible faces only, however; to enable a Marine Specification guarantee to be considered, a minimum of 60 microns of paint must be applied to both internal and external surfaces and A2 stainless steel fixings used.
21.5 Additional costs for Marine Specification are listed at the end of a relevant quotation, as an extra over figure. Unless stated expressly within a Quotation from the Seller, marine environment paint specification is not included for.
21.6 The Buyer agrees that it will familiarise itself with all Maintenance requirements for Marine Guarantees, even where these are not expressly communicated to the Buyer by the Seller; however, the Seller agrees to provide the Buyer with these Maintenance requirements upon written request from the Buyer if it has failed to do so as part of its standard procedures for any reason.
21.7 It is solely the customer’s responsibility to ensure that Marine Specification is specified in their order.
21.8 The Buyer accepts that in exposed marine or industrial environments, a Marine performance can be enhanced in several ways, which includes one or more of the following:
21.8.1 changing the base aluminium alloy to a ship-building alloy,
21.8.2 changing the powder coating to Qualicoat 2 specification,
21.8.3 amending secondary supports to all aluminium,
21.8.4 changing fixings to A4 stainless steel (provided such suitable fixings are available)
21.8.5 moving to an anodised finish.
Polyester Powder Coatings: Inc. Reaction to Fire EN 13501-1
21.9 The Seller recommends Syntha Pulvin (Sherwin Williams) architectural polyester powder coatings for aluminium products coated at its Syntha Pulvin Approved & ISO 9001:2015 Quality Assured coating facility in Ilkeston. All powder coated items are coated in accordance with the stringent standards demanded by Syntha Pulvin as part of their accreditation process which meets or exceeds the minimum requirements of BS 12206-1 2004.
21.10 The Seller also supplies aluminium products in Syntha Pulvin (Sherwin Williams), Interpon D (Akzo Nobel) and Drylac (Tiger) architectural polyester powder coatings using only each manufacturer’s Third Party Approved Applicators.
21.11 All quotation rates are based on the most economical of Clauses 21.14 & 21.15 above.
21.12 Syntha Pulvin (Sherwin Williams), Interpon D (Akzo Nobel) & Drylac (Tiger) are independent and separate manufacturers of architectural polyester powder coatings for aluminium and each manufacturer unequivocally states that all their ppc products are: A2 s1, d0 very limited combustibility (EN 13501-1 Classification of reaction to fire). Each manufacturer can provide fire test evidence conducted by independent test laboratories, if so required.
21.13 The Seller will only use other PPC brands if suitable independent fire-test evidence is provided by the Buyer or specifier/ developer requesting the alternative powder coating brand/ manufacturer.
21.14 Unless otherwise stated, prices on any quotation provided by the Seller include for the polyester powder paint finish to be from the Seller’s standard colour range excluding metallic finishes, details of the standard colour range can be obtained by visiting www.the dales-eaves.co.uk/finishes.html.
21.15 The Buyer accepts that the nature of the anodising process means that the appearance of a consistently uniform finish, such as that arguably achieved with relative ease by using paint finishes such as PVF2 and architectural polyester powder coating, cannot necessarily be achieved. For the most consistent anodised finish possible, it is the policy of the Seller to ensure that all seen anodised products are anodised to BS 3987: 1991, utilise only aluminium manufactured specifically for post-manufacture anodising and ensure that, where possible, the aluminium ‘grain’ direction is consistent across the products to be anodised.
21.16 Notwithstanding Clause 21.9, a Buyer must familiarise themselves with BS 3987:1991 and in particular; BS 3987:1991 para 3: Visual Inspection after Anodising, as well as; Appendix G: Visual Inspection After Anodising before any order is placed.
21.17 Solid sheet or extruded mill-finish or anodised* aluminium products are: A1 non-combustible (Reaction to Fire EN BS 13501-1:2018) and are classified as making ‘no contribution to fire”: EU Commission Decision 04.10.96 See also https://publications.europa.eu/en/publication-detail/-/publication/999ef8f3-56e7-4a99-8e20-01f910b77d2e/language-en (*anodising being an inorganic finish).
21.18 It is the Seller’s policy to use either Novelis J57S UP or Aleris 55HX alloy-brands of aluminium sheet-material for anodised aluminium sheet-metal fabrications, at the Seller’s discretion and subject to availability. The selected alloy-brand will be used exclusively throughout any one project. Both alloy-brands are specifically formulated and intended for sheet-metal fabrications for architectural anodising and there is no discernible difference in performance, though there may be fine nuance differences in shade between them after anodising. In cases where the specific alloy-brand for anodising has not been specified in the main contract specification there may be nuanced colour differences between the product supplied by the Seller and any samples originally submitted by others. Any potential change from one alloy-brand to the other should, therefore, be thoroughly investigated by the Buyer and samples of the relevant colour in the specific alloy-brand be submitted for approval by the specifier before any cost savings or lead-time advantages are assumed.
Solar Shading/Brise Soleil
22.1 The seller offers 2 options for the design of the solar shading/brise soleil, as described in a quotation for those goods; the Buyer must contact the Seller where this is not the case.
22.2 Whilst the Seller will be pleased to be consulted and involved in design discussions with the Buyer, it is the sole responsibility of the Buyer to ensure that the chosen option meets the specific performance criteria of any individual project, whereby Option 1 provides maximum shading efficiency at times of peak solar gain in the UK so reducing the need for mechanical cooling to a minimum, which is in line with the requirements of the Building Regulations Part L, whereas Option 2 is a value-engineered alternative which provides a substantial level of shading and is less costly than an Option 1 system, however, the need for mechanical cooling is likely to be greater and the Return On Investment will be longer.
22.3 The Buyer accepts that the copings described in a quotation include for a 25mm overhang to the outer and inner face of the upstand. Whilst the Seller accepts that some developments now require a 40mm minimum overhang it is assumed that this is not the case by default and it is therefore for the Buyer to confirm to the Seller where this assumption is incorrect so that rates can be adjusted accordingly.
23 Intellectual Property
23.1 The Seller retains any and all intellectual property rights including but not limited to; copyright, patents or design rights vested in any; 3D models, BIM models, NBS (or other specification) clauses, product literature or drawings produced and supplied by the Seller.
23.2 The Seller has prepared to its cost, in time, research & development or other expenses, intellectual property relating to its products that includes, but is not limited to; 3D models, BIM models, NBS (or other specification) clauses, product literature or The Seller drawings or preliminary sketches, which it regularly provides to recipients involved in the specification (and resulting purchase) of building products on specific (or other) construction projects on a bilateral contract basis in exchange for the consideration of the resulting purchase of The Seller products by the recipient and or other interested parties on such construction projects: The use of intellectual property owned and issued by The Seller is for the sole purpose of specification and or purchase of The Seller products, any other use of that intellectual property by the recipient and or parties associated or otherwise shown to be connected with the recipient may constitute a breach of contract, copyright infringement or other civil wrong by the recipient and or their associated parties and will be pursued robustly and vigorously by The Seller.
23.3 Payment by the Buyer to the Seller of any fee relating to either the design or the supply or both the design & supply of materials by the Seller does not confer any rights of ownership or licence rights over the intellectual property rights of the Seller, including but not limited to; copyright, patents or other design rights.
23.4 Dales Fabrications Limited have applied for Trademark licencing of the triangular logo and stylised ‘Dales’, hence these may not be reproduced without the express written permission from a Director of Dales Fabrications Limited (“the Seller”).
Intellectual Property Rights and Our Site
23.5 All Content on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
23.6 You may not systematically copy Content from Our Site with a view to creating or compiling any form of comprehensive collection, compilation, directory, or database unless given Our express permission in writing to do so.
23.7 You may not otherwise reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content or any other material from Our Site unless clearly given express permission in writing to do so.
23.8 Our status as the owner and author of the Content on Our Site must always be acknowledged.
23.9 Nothing in these Terms and Conditions limits or excludes the fair dealing provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research.
24 Collateral Warranties
24.1 The Seller is not obligated to enter into any collateral warranty on any contract and may charge a fee to conduct a no-obligation review of any collateral warranty requested. Should a collateral warranty be agreed then a separate fee for consideration will apply: The fee will be determined by the Directors of the Seller and will be due for payment by the Buyer 7 days after the collateral warranty has been signed & returned by the Seller. Any and all collateral warranties requested must be provided for inspection by the Directors of the Seller before any order for materials is accepted.
25 Order Cancellation
25.1 Once the Seller has acknowledged the Buyer’s order, that order may be cancelled by the Buyer only with the written agreement of the Directors of The Seller. If manufacture of the goods has not commenced, then a cancellation fee of up to 25% of the total supply only quotation value (plus VAT) may be charged. Should manufacture of the goods have commenced then all such items will be invoiced and due for payment in full. Payment of any cancellation fee does not confer any rights of ownership or licence rights over the intellectual property rights of The Seller including, but not limited to; copyright, patents or design rights.
26.1 The Buyer agrees that the Seller retains the title of any specific tooling, including, but not limited to, any die, jig, fixture, mould, pattern, template, gauge, testing device, or other items that is purchased or specially constructed for use in the manufacture of the products contained in any given quotation.
27 Third Party Rights
27.1 A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
28 Law and Jurisdiction
28.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
28.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
These terms and conditions are the copyright of Dales Fabrications Limited & Simply-docs, all rights reserved 2nd April 2020