Terms of Sale
a. The ‘Seller’ means ArtRatio S.L. with registered address at Ronda Vall d’Uxó 125, 03206 Elche, Spain and with EU VAT Nr. ES-B53944633:
The ‘Quotation’ means the quotation given attached or enclosed (or where these Conditions are attached to a delivery note, invoice or acknowledgement of order, the quotation means the quotations supplied to you previously by us):
The ‘Buyer’ means you, the person, firm or company to whom the quotation, invoice, delivery note, application for payment or acknowledgement of order is addressed:
The ‘Goods’ mean the Goods the subject of the quotation, invoice, delivery note, application for payment or acknowledgement of order respectively:
The ‘Contract’ means the Contract for the sale of the Goods as set out in the quotation, invoice, delivery note, application for payment or acknowledgement of order and these conditions, and any other documents signed by the parties and expressly stated to form part of the Contract:
b. These Conditions supersede any earlier conditions appearing in any of our documentation (other than special conditions) and all representations, terms, conditions, warranties or guarantees whether express or implied arising by statute, common law or otherwise are (to the extent permissible by law) hereby excluded provided that nothing in these Conditions shall operate to exclude or restrict liability for personal injury or death resulting from our negligence or to exclude the provisions of Section 12 of the Sale of Goods Act 1979.
c. These conditions, with such special conditions as are endorsed within our offer enclosed hereof, are the only conditions upon which the Seller is prepared to deal with the Buyer and they solely govern any contract arising out of the Seller’s quotation and order acknowledgement to the exclusion of any other expressed or implied conditions, unless specifically altered or amended and signed by a Director of the Seller.
d. If the whole or any part of any one or more provisions of the Contract would be deemed unreasonable pursuant to the Unfair Contract Terms Act 1977 or unfair pursuant to the Unfair Terms in Consumer Contracts Regulations 1994, such provisions shall not apply to the extent that they would thereby be unenforceable.
e. If the whole or any part of any one or more provisions of the Contract are invalid or unenforceable at law, all the other provisions of the Contract shall remain in full force and effect and the parties shall negotiate in good faith to agree and implement one or more substitute provisions having similar effect so far as the law permits.
f. If you wish the Goods to comply with any specification, you must notify us of these requirements in writing and any such specifications must be agreed by us in writing, prior to us entering into the Contract.
g. You shall not assign the benefits of this Contract without our prior written consent.
h. By accepting the Quotation, you warrant that the use of the Goods is appropriate to the intended application and their use complies with all local and national legislation, building regulations, standards, codes of practices and any other requirements.
i. You agree to indemnify us for all injury, loss or damage occurring to any person or property and against all actions, demands, expenses or charges made in connection with the Contract arising from the use of the Goods where the use of the Goods results in injury, damage or loss due directly or indirectly to the carelessness or negligence of you or your servants or agents or to any breach by you of your obligations to us under the Contract.
j. The supply of Goods hereunder shall not confer any right upon you to use any of our trademarks without our prior written consent and at all times such trademarks shall remain our property. Nor does it imply any right to use any patent which we may have or any indemnity against infringement of the right of third parties.
k. No failure by us whether by way of indulgence or otherwise to enforce or delay in enforcing our rights hereunder shall operate as a waiver of any of our rights. We shall not be liable for any consequential or indirect loss suffered by you whether this loss arises from breach of contract or tort or in any way (including but not limited to loss arising from our negligence). Consequential or indirect loss shall include (but shall not be limited to) loss of profits, goodwill, contracts and consumers. Our total liability for any one claim or for the total of all claims arising from any one act or default by us (whether arising from our negligence or otherwise) shall not exceed the price of the Goods. Without prejudice to any other time limits expressed herein, we shall not be liable for any claim unless:
i. notes containing reasonable details of the claim have been given to us within three months of the matters giving rise to the claim becoming known to you; and
ii. legal proceedings in respect of the claim (if not previously satisfied) are begun within two years of such date.
l. Should any of these Conditions conflict with any conditions stated in your order these Conditions shall prevail.
m. The giving by yourselves of any delivery instructions for the Goods or any part thereof or the acceptance by you of delivery of the Goods or any part thereof or any document by you in confirmation of the transaction set out on the basis hereof, after receipt by you of this document, shall constitute unqualified acceptance by you of these Conditions.
n. In general the company accepts no design responsibility within contracts unless agreed otherwise in writing by a Director of the Seller. Where the Seller has accepted design responsibility for a contract then this responsibility specifically excludes conformance to any given or implied security standards.
2. Formation of Contract
No contract shall be formed until the Buyer’s order has been accepted in writing by the Seller. Any quotation in whatever form given to the Buyer is given subject to these Conditions and does not constitute an offer to sell.
a. All prices are quoted exclusive of Value Added Tax and are subject to the addition of Value Added Tax at the appropriate rate where applicable.
b. All prices are quoted at current prices and, unless otherwise agreed by the Seller in writing, will be subject to full price fluctuations to take account of labour, material and other cost increases arising after the date of quotation.
a. A payment of 50% of the goods will be due with confirmation of the order to be settled by the Buyer within 10 days from the invoice date, unless otherwise agreed in writing by the Seller.
b. All payments will be made by the Buyer to the Seller in full without any deduction, discount or set-off unless otherwise agreed in writing by the Seller.
c. If any payment is not made by the Buyer by its due date, the Seller shall be entitled: (i) to charge interest on the outstanding amount at the rate of 2 per cent above the Seller’s Bank’s Base Rate accruing daily; (ii) to require payment in advance of delivery of undelivered goods; (iii) to suspend further deliveries whether under the contract or otherwise and without incurring any liability whatsoever to the Buyer for delay or non-performance; (iv) to terminate the contract.
d. All goods will remain the property of the Seller until payment is made in full, not later than 30 days after the date of delivery.
5. Delivery and Storage
a. Delivery of each consignment of goods shall be made to the place and in the manner designated by the Buyer when placing an order.
b. If goods are to be collected, the buyer will arrange for the same to be collected within fourteen days of the Seller giving notice to the Buyer that the goods are ready for collection. The Buyer will give the Seller at least two clear days notice of the time and manner of proposed collection.
c. Unless otherwise expressly agreed in writing any delivery or completion times indicated by the Seller in its quotation or otherwise are business estimates only and the Seller will not be liable to the Buyer for any loss or damage sustained by the Buyer as a result of the Seller’s failure to comply with such delivery or completion times.
d. If for any reason beyond the Seller’s control the Buyer is unable to accept delivery at the specified date the Seller shall be entitled to submit a claim for payment as if delivery had taken place. The Seller will also be entitled to be paid the amount of any additional loss and expense arising from the delay. The Seller will store goods at the Buyer’s expense pending acceptance of the goods by the Buyer.
e. The Buyer shall be responsible for providing labour at the delivery point for the unloading of vehicles. The Seller will not be liable for shortages or deficiencies or for goods damaged during transit unless written notice is given by the Buyer to both the Seller and the carriers within seven days of receipt of the goods and unless reasonable opportunity is given to inspect the goods.
f. The Seller shall be entitled to delay, suspend or cancel deliveries if the Buyer commits any breach of these terms or conditions or becomes bankrupt or makes any agreement or composition with his Creditors or goes into liquidation (otherwise than voluntary for reconstruction or amalgamation purposes) or if a receiver is appointed. These rights may also be exercised by the Seller if the Seller has reasonable grounds to believe that any of such events is likely to occur.
g. Where delivery is to be made by installments each delivery is deemed to be the subject of a separate Contract and any failure by us in respect of any one delivery shall not entitle you to repudiate the Contract or any further installments to be delivered there under.
a. In the event that the goods are to be delivered by the Seller to a place nominated by the Buyer, the risk therein shall pass to the Buyer when the goods are tendered for delivery at that place.
b. In the event that the goods are to be collected by the Buyer from the Seller’s works, the risk therein shall pass to the Buyer when they are loaded onto the Buyer’s vehicle or onto the vehicle of the Buyer’s carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the Buyer duly collected them.
c. The Buyer shall be solely responsible for ensuring that the goods are adequately stored in dry accommodation under cover and in accordance with the Seller’s recommendations after the risk therein had passed to the Buyer, and the Seller shall not be responsible for any loss or damage or deterioration of the goods from whatever cause arising.
Until all sums due under the contract have been received by the Seller:
a. All goods shall remain the property of the Seller who shall be entitled to repossess all or any of the goods if at any time the Buyer has defaulted in any payment or if in the reasonable opinion of the Seller the credit standing of the Buyer has been impaired, and the Seller may enter onto any land of the Buyer for the purpose of so repossessing the goods. Until such time title in the Goods passes to you, you will store them on your premises separately from your own Goods or those of any other person and in a manner which makes them readily identified as our Goods.
b. Any proceeds from or arising out of the disposal or other use of the goods by the Buyer shall be held on trust by the Buyer for the Seller absolutely in a separate bank account so as to be readily identifiable as being our property.
8. Variation of Contract
No instruction in respect of any variation of the goods shall be of any effect until confirmed in writing by the Buyer or the Seller. The additional costs of any such variation shall either be agreed in writing before the additional work commences, shall be valued on a similar and fair and reasonable basis as the works already quoted for or shall be authorised in writing by the Buyer on an agreed time and material basis.
a. The Seller gives 24 months warranty in respect of the goods supplied and that the goods shall be free from defects in workmanship and materials at the time of delivery.
b. When determining whether there is a defect, we take the following into consideration:
i. The electro-optic glass in the goods is not as optically clear as non-switchable glass. This will not be considered a defect.
ii. A border on all edges of the electro-optic glass will always remain clear. This is an industry standard and will not be considered a defect. Small bubbles may appear in this area. These are part of the manufacturing process and will not be considered a defect.
iii. Scratches or minor abnormalities in the visual area of the electro-optic glass will only be considered a defect when they are visible from a distance of at least 2 metres from the surface of the glass. Any abnormality less than or equal to 1 mm is permitted and will not be considered a defect.
iv. In certain lighting conditions and environment surroundings, a wave pattern may be observed in items reflected in the electro-optic glass, whether it is in an off or on state. The visual clarity of items viewed through the glass is unaffected and this is not considered a defect.
v. The electro-optic glass is designed to be switched on and off regularly. It is recommended that it is left off for at least 6 hours per day. Any issue arising because the goods were not switched off for this recommended time will not be considered a defect.
c. If the goods do not conform to such warranty or in the event of errors in quantity or type of materials supplied the Seller will at its option:
i. replace or re-supply the goods found not to conform to the warranty or to have been wrongly supplied, or
ii. take such steps as the Seller deems necessary to bring the goods into a state where they are free from such defects;
Provided that the liability of the Seller under (i) and (ii) above shall in no event exceed the purchase price of the goods.
iii. performance of any of the above options (limited as above) shall constitute an entire discharge of the Seller’s liability under this warranty.
d. The foregoing warranty is conditional upon: (i) the Buyer giving written notice to the Seller of the alleged defect in the goods within seven days of the time when the Buyer discovers or ought reasonably to have discovered the defect and in any event within three months of delivery of the goods: and (ii) the Buyer affording the Seller a reasonable opportunity to inspect the goods.
e. The Seller further undertakes that insofar as the goods are not of his own manufacture he will use his best endeavours to secure recompense from his suppliers in respect of any defect in workmanship or materials notified to him within three months of delivery of the goods and will pass on to the Buyer the Benefits or any guarantees or indemnities given to him in respect thereof by his suppliers.
a. Save as provided in clause 9 hereof:
i. all conditions and warranties, express or implied, as to the quality or fitness for any purpose of the design or the goods are hereby expressly excluded, and
ii. the Seller shall be under no liability for any loss or damage whatsoever (direct, indirect or consequential), howsoever arising, which may be suffered by the Buyer. It is hereby expressly agreed that any statements as to quality made by the Seller do not form part of the description of the goods.
b. Where the goods are designed to meet certain integrity, stability and other requirements only where they are installed strictly in accordance with the written instructions of the Seller and used for the applications specifically recommended and approved by the Seller. The Seller shall be under no liability for any loss or damage howsoever arising which may be suffered by the Buyer where such instructions have not been followed or where the applications have not been specifically recommended and approved by the Seller.
c. Our warranty specifically excludes laminate creep or delaminating of the laminated glass interlayer that may occur during the life of the products.
d. No condition is made to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that unless the goods are sold by a specification in accordance with Clause 10(b) they will be suitable for any particular purpose or for the use under any specific conditions notwithstanding that such purpose or condition may be known or made known to us.
11. Advice by Seller
The Seller may if requested be prepared to assist the Buyer in deciding which types of goods may be suited to particular applications. However, in all such cases the Seller gives any such advice and assistance without accepting any responsibility or liability therefore and advises the Buyer to ensure that the goods comply with applicable regulations and are fit and suitable for the proposed application.
12. Initial Defects, Damage, Shortage and Non-Delivery
a. The Buyer shall have no claim in respect of any breach of contract on the part of the Seller which should have been apparent on a reasonable visual examination of the goods unless: (i) the Receipt for the goods is qualified by a written remark to that effect: and (ii) a written claim is submitted by the Buyer to the Seller within seven days of delivery or receipt of the Seller’s delivery note as the case may be.
13. Health and Safety
The Buyer will, on or before delivery of the goods, if so requested by the Seller, enter into a written undertaking to take such steps as may be specified to the Buyer by the Seller and set out in such undertaking relating to the safe and proper use of the goods without risk to health. The Buyer shall indemnify the Seller in respect of any liability, monetary penalty or fine in respect of or in connection with the goods incurred by the Seller under the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof of any regulations, orders or directions made there under.
14. Drawings and Descriptions
All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation or otherwise, are provided by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the goods and shall not be taken to be representations made by the Seller and are not warranted to be accurate.
15. Alterations and Modifications
a. The Seller may without notice to the Buyer carry out alterations or improvements in design, materials or methods of manufacture from time to time and may substitute other reasonably similar parts for any proprietary or special parts ordered by the Buyer and which the Seller considers to be unprocurable, or unprocurable in sufficient quantities or in sufficient time or procurable only with difficulty or at excessive costs.
b. Further the Seller may supersede, materially alter or abandon the design or type of goods contracted for and may substitute another design or type. In exercising this right, the Seller shall give written notice to the Buyer who may within fourteen days after such notice is given terminate the contract by giving notice in writing to the Seller. If the contract is so terminated the deposit, if any, shall be returned to the Buyer but no other claim for loss or damages may be made.
c. If, in the opinion of the Seller, there is no design or type which could reasonably be substituted under sub-clause 15 (b), the Seller’s obligation to complete performance of the contract shall be suspended until such time as a substitute therefore can be found and become available.
16. Force Majeure
The Seller shall not be liable for any loss or damage caused by delay in the performance or nonperformance of any of its obligations hereunder where the same is occasioned by any cause whatsoever beyond the Seller’s control including, but not limited to: any act of God;
war; terrorism; civil disturbance; requisitioning; governmental or parliamentary restrictions; prohibitions or enactments of any kind; import or export regulations; strike, lock-out or trade disputes (whether involving the Seller’s employees or those of any other person); difficulties in obtaining labour or materials; breakdown of machinery; fire, or accident.
Should any such event occur the Seller may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned. In the event that the Seller exercises its right to cancel or suspend this contract the Seller shall, within seven days of the Seller sending to the Buyer written notice of the said cancellation or suspension, be entitled to be paid for all goods supplied and for all expenditure incurred up to the date of issue of the notice by the Seller together with a reasonable amount equivalent to the loss of anticipated profit on the contract reduced on a pro rata basis in line with the proportion of the contract performed by the Seller to the date of issue of the notice.
17. Delay Occasioned by Buyer
a. The Buyer shall promptly furnish all designs, equipment, personnel, information and instructions necessary for the Seller to be able to undertake the work in performance of the contract.
b. The Buyer will be liable to the Seller for all extra cost, loss and damage suffered by the Seller in the event of any suspension or disruption or work resulting in whole or in part from any instructions, lack of instructions, late information, late approval of drawings, interruptions, overtime, unusual hours of work, or delays on the part of the Buyer.
c. The Buyer will be liable to the Seller for all extra cost, loss and damage suffered by the Seller in the event of any delay in approval of the Seller’s shop drawings or any abortive cost, loss and damage occasioned by amendments or alterations instructed to same after approval has been granted.
18. Return of Goods and Returns Procedure
a. If any goods are or become faulty or defective in accordance with the provisions of Clause 9b of these conditions, the Buyer must obtain an RMA (Return Merchandise Authority) number from the Seller by way of completing a returns sheet available on request. The RMA number will be valid for a period of 14 days from the date of issue by the Seller. The Seller reserves the right to refuse further delivery of Goods after this period. Any Goods returned must have the RMA number marked clearly on the outside of the package. The Seller reserves the right to refuse delivery of any Goods returned without an RMA number. All goods are returned at the Buyer’s sole risk.
b. The buyer shall not be entitled to return Goods, which have been altered or amended and are not in accordance with the original supply. In no event shall the Buyer be entitled to return the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the buyer to return the Goods.
c. Any Goods returned to the Seller without a valid RMA number will not be accepted by the Seller and will be returned to the Buyer freight collect.
d. If the buyer wishes to return any Goods purchased in error or incompatible for the intended use the Seller reserves the right to refuse the returns or charge a 15% restocking fee.
If any contract is cancelled by the Buyer, the Seller will be entitled to be paid for all goods supplied and for all expenditure incurred up to the date of receipt of the written notice of cancellation, together with loss of anticipated profit on the contract.
The Seller shall have the right to terminate, or suspend any further deliveries, and if 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, if:
a. the Buyer fails to make any payment when due or breaches any provision of the contract
b. the Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the seller reasonably apprehends that any of these events is about to occur in relation to the Buyer
The right of termination given by clause 20 shall be without prejudice to any other right or remedy of either party in respect of any breach committed under the terms of this Agreement.
21. Governing Law
The contract shall be constructed in accordance with and governed by the Laws of England and Wales, which shall be the proper law of the contract and the parties agree to submit to the jurisdiction of the Courts of England and Wales.
The foregoing conditions shall apply to export sales as modified and amplified by the provisions of this clause, as follows.
a. This contract is conditional upon the Buyer providing a confirmed irrevocable letter of credit drawn on a United Kingdom bank nominated by the Seller for the full amount of the purchase price.
b. Where any sum is stated on the face hereof in any foreign currency, the Buyer shall pay to the Seller such amount of foreign currency as will ensure that the Seller receives in Sterling an amount that is equal to the Sterling equivalent at the date hereof of the sum expressed in foreign currency on the face hereof.
c. Delivery shall be made and risk shall pass in accordance with the terms endorsed on the face hereof.
23. Errors and Omissions
The Seller reserves the right to amend any error or omission in its quotation.
24. Where The Installation Is Carried Out By Us
The following additional clauses shall apply where the Goods are to be fixed on site or at your premises by us.
The Work means the supplying and fixing of the Goods by us and the Order means the acceptance by you, in whatever form, of our Quotation.
a. The Work will be performed during our normal working hours.
b. Where we have prepared working drawings, such drawings shall be approved by you or those acting on your behalf and we shall not be liable in respect of work shown thereon which has been or is to be carried out by persons other than us.
c. The work shall be executed within the period of time stated in the Quotation or in accordance with a programme of Work to be agreed in writing with the proviso that any dates stated in the Quotation or such programme shall be subject to confirmation after all working sizes and other measurements have been taken and agreed in writing, but in any event such dates from us shall be estimates only. We shall be afforded proper access to site to enable working sizes and measurements to be taken. Any alterations or deviation from such programme shall thereafter only be made by mutual agreement.
d. A fair and reasonable extension of time to the period stated in the Quotation or to the agreed programme shall be made by you in the event of us suffering delays caused by war, riot, civil commotion, fire, earthquake, obstruction of private or public road or highway, force majeure, Acts of God, exceptional weather, strikes, lock-out or any other form of industrial action, shortages or labour or materials., delay in delivery of materials by suppliers, or subcontractors or any other unforeseen circumstances beyond our reasonable control.
e. You must give the minimum period of notice stated in the Quotation in writing before we are obliged to commence work on site. Free and adequate access to the site shall be provided by you at all times. Hard standings and approach roads suitable for our vehicles shall be available to allow for the handling of materials and a suitable area for storage of materials. Any hutting which may be required shall be made available within close proximity to the place at which the work is to be executed.
f. Unless specifically stated, prices quoted do not provide for making templates for shaped or bent plates and should any of these be required, reasonable additional charges will be made.
g. If areas are unavailable for our installation and such Work is then required to be executed at a later date, this shall be subject to a fair and reasonable extension of time and an additional charge.
h. If the Work of proceeding trades is found to be outside the agreed tolerances indicated on the approval drawings it may, at our option, be corrected to within the limits of the agreed tolerances and any delay in so doing shall be the subject of a fair and reasonable extension of time and any resultant cost shall be charged to you.
i. In the absence of any previous arrangements to the contrary, glass or any other material salvaged during the Course of the Work is deemed to be our property.
j. You shall supply, erect, adjust and dismantle, at no cost to us, all scaffolding to comply with statutory requirements, boarded out at levels to suit our requirements and acceptable as being suitable and safe for our Work to be performed and also suitable lifting gear as deemed necessary by us. Scaffolding as referred to herein is rigid scaffolding and in the event that towers, cradles or other forms of mobile scaffolding are provided, we reserve the right to amend prices and/or make an extra charge.
k. Where necessary, materials shall, without any consequential charge or risk to us, be hoisted by you to the appropriate level and stacked not more than 10 metres from the position in which they are to be incorporated in the works.
l. You shall provide on site, at no charge to us, all equipment and facilities required to enable us to fulfil the requirements of the Building (Safety, Health and Welfare) Regulations, the Factories Act and all other applicable requirements.
m. There will be provided by you at no charge to us 230 volt power at such points as may be requested not more than 10 metres from the working area and such supply is to be in full accordance with any statutory regulations.
n. No allowance has been made in the Quotation in respect of any item of builders Work. All builders work which may be required including, but not limited to, cutting of chases, marking out, drilling holes, making good, setting and lining of fixing bolts and the like and where shown on the drawings the provision of continuous timber grounds, set to line and level shall be executed by you at no charge to us in such a manner and time so as to in no way disrupt the regular progress of the Work.
o. Our liability for damage or breakage from whatever cause shall cease when the Goods have been fixed in position.
p. No provision has been made in the Quotation for cleaning glass and frames or removal of protecting coatings.
q. Our insurances in respect of public liabilities and third party liability indemnify you or your agent against any claims arising from damage to the premises at which we are working and/or injury to any person or persons within or adjacent to those premises provided that such injury is due to proven negligence on our part or on the part of our employees. Save as provided in this paragraph 24u. we have no obligations to indemnify or to insure. You will be responsible for insuring in our joint names against loss and damage by fire, lightning, explosion, storm, tempest, flooding, bursting or overflowing and all water tanks, apparatus and pipes, earthquake, aircraft and other aerial devices or articles dropped therefrom, riot and civil commotion all Work executed and all unfixed materials and Goods delivered to or placed on or adjacent to the site or your premises and shall retain such insurance until practical completion of the Work. In the event of such loss or damage, we will reinstate or make good such loss or damage and carry out and complete the Work. The reinstatement and making good of such loss or damage shall be deemed to be a variation under paragraph(s) below.
If it is just and equitable we may determine our employment under the Contract within 10 days of the occurrence of such loss and damage.
r. You will be entitled to vary the design, quality and quantity of the Work subject to our agreement on an adjustment acceptable to us to the price payable and the period for completion of the Work and any other forms of the Contract of which these Conditions form part which we may consider relevant.
s. You will be responsible for the removal of all rubbish arising from the execution of the Work at no cost to us, unless otherwise agreed in writing.
t. Unless otherwise agreed in writing between us, payment for the Work shall be made in accordance with the following terms:
i. Regular monthly stage payments shall be paid by you to us, the first such payment being due on the last day of the month following that in which the Goods are despatched or the work is due to commence as appropriate.
ii. Each stage payment shall comprise the total value of Work executed and materials and Goods delivered to site for use thereon by us prior to the date of such stage payment together with any other amounts then due, such as design costs or contributions to overhead costs, less only the aggregate amount of any previous stage payments and any agreed retention but subject to no other deductions whatsoever.
iii. In respect of any materials or Goods which through no fault on our part are required to the held in store, the value of the same together with any charges in respect of storage or re-handling shall be included in each monthly stage payment.
If you fail to make any payment when due we may, at our option, and without prejudice to any other rights under the contract suspend further Works until such payment is made or terminate the contract. We shall be entitled to charge in full with all interest where applicable interest on the outstanding balance of all overdue accounts from the time of default to time of payment (as well after as before judgement) calculated on a daily basis at a rate of 2% per month.
u. In general we accept no liability for liquidated and ascertained damages. If however these are specified and accepted in writing by us, then our liability will be limited in all circumstances to 10% of the value of our order.
v. No performance bonds, collateral warranties, parent company guarantees or other guarantees will be provided by us unless we agreed in writing and such agreement is signed by a Director of the Seller.