Terms & Conditions

In these conditions, YONICO is referred to as “The Company” and the person/company placing the order and signing the contract is referred to as “The Customer”.

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" refers to these Terms and Conditions together with the terms of any applicable Specification Document;

1.2 "The Customer" refers to the organisation or person who purchases goods and services from The Company;

1.3 "Intellectual Property Rights" refers to all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 "Specification Document" refers to a statement of work, contract, quotation or other similar document describing the goods and services to be provided by The Company;

1.5 "The Company" refers to Yonico,

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by The Company to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify The Company immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3 The Company shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3 PRICE AND PAYMENT

3.1 The price for the supply of goods and services are as set out in the Specification Document. The Company shall invoice the Customer upto 30 days after completion of the contract.

3.2 Written confirmation is required by The Company on any orders, and should include a minimum 25% deposit, a further 25% when materials are delivered to site & an interim payment of 25% on request at the discresion of The Company if the contract is over a certain size, leaving 25% balance on completion.

3.3 The Customer may cancel the order without penalty during the ‘cooling-off’ period which shall run for three days for all uPVC / aluminium windows, doors, conservatories & glass roofs and seven days for all other contracts from the day on which the order was signed by The Customer where contracts are negociated away from business premises and by an unsolicited visit.

3.4 Any cancellations must be given by written notice by either party. Depending on the size of the order and works to be carried out, further interim payments may have to be made during the works as agreed in writing as part of confirming the order.

3.5 Quotations will stand for a period of one month [30days].

3.6 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. All goods shall remain the property of The Company until they are paid for in full by The Customer. On completion of the works all outstanding amounts to be paid in full by, cash, building society cheque, bankers draft & CHAPS instant electronic payment. Personal & company cheques only accepted by prior arrangement. If The Customer fails to make any payment on the due date, then The Company reserves the right to charge The Customer interest [both before and after any judgement] on the whole amount pending, accrued weekly at a rate of 4% above the base lending rate of Barclays Bank Plc for the time being, from the due date of payment until the actual date of payment.

3.7 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.


4 SPECIFICATION OF THE GOODS

All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5 DELIVERY

5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and The Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2 All risk in the goods shall pass to the Customer upon delivery. Any dates relating to the commencement and completion of the installation are made in good faith and are based on the circumstances at the date of order. The Company will not be liable for any delays or failure in performance under this agreement resulting from matters beyond our control. Such dates are not guaranteed. These include strikes, lock-outs, industrial disputes [whether or not involving our employees], riots, accidents, fire, lightning, government or regulatory authority directions, national emergency, force majeure [acts of God], machine breakdowns, computer hardware or software malfunction, electrical power failure, faults, interruption or disruption of our operation or the operation of any third party, unavailability of materials and parts, or other causes beyond The Company’s control. The Company will endeavour to commence and complete the works by the dates given but cannot be held responsible for delays or any consequential loss to The Customer arising from such delays.

6 TITLE

6.1 Title of the Goods shall not pass to the Customer until The Company has been paid in full for the Goods and payment has cleared banking process.

6.2 Illustrations are for The Customer’s guidance only and are not to scale nor to be taken as reference. Designs, layouts, specifications and colours may differ slightly. Films used in stick on leads are used to produce the likeness of traditional leaded windows and therefore may have slight imperfections. All images taken of each job in question remain the property of The Company, and The Company reserve the right to post images of the work on their web site as illustrations to future customers unless it is deemed that any images taken compromise the privacy of The Customer. Written notice from The Customer will be required if any images are to be removed. The Company also reserves the right to advertise their name and branding on site until all works have been completed.

7 CUSTOMER`S OBLIGATIONS

7.1 To enable The Company to perform its obligations under this Agreement the Customer shall:

7.1.1 co-operate with The Company. Upon receipt of notice by The Company, that the goods are ready for installation, the second deposit of 25% is to be paid. The Customer agrees to permit access to The Company, its workmen and sub-contractors to the installation address at all reasonable times and to make all usual services, i.e. water and electricity to be available in order that The Company may carry out the works as described in the order.;

7.1.2 provide The Company with any information reasonably required by The Company;

7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

7.2 The Company does not undertake to move services, fixtures or fittings which are ancillary to the basic structure of the property, e.g. radiators, pipes and electricity, telephone or television cables, blinds or curtain tracks unless specifically stated in the order. The Customer is responsible to make any necessary arrangements with the regulatory authorities, where necessary, for the removal or re-sitting prior to installation of any services, fixtures or fittings. The Customer is responsible for the cost of any additional work rendered necessary to complete the installation as a result of failure of The Customer’s arrangements or The Customer’s subcontractors, to comply with specifications as per the order. In the case where materials are installed by The Customer or The Customer’s subcontractor and where it has been constructed inadequately or incorrectly The Company will not be held responsible for any subsequent loss or damage attributable to defects with these materials.

7.3 The Customer shall be liable to compensate The Company for any expenses incurred by The Company as a result of the Customer’s failure to comply with Clause 7.1.

7.4 Without prejudice to any other rights to which The Company may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to The Company as agreed damages and not as a penalty the full amount of any third party costs to which The Company has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of The Company’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.

7.5 In the event that the Customer or any third party, not being a sub-contractor of The Company, shall omit or commit anything which prevents or delays The Company from undertaking or complying with any of its obligations under this Agreement, then The Company shall notify the Customer as soon as possible and:

7.5.1 The Company shall have no liability in respect of any delay to the completion of any project;

7.5.2 if applicable, the timetable for the project will be modified accordingly;

7.5.3 The Company shall notify the Customer at the same time if it intends to make any claim for additional costs.

7.6 Any dates relating to the commencement and completion of the installation are made in good faith and are based on the circumstances at the date of order.

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT

8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.

8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to The Company. On receipt of the request for alterations The Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

8.3 Where The Company gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise The Company by notice in writing whether or not it wishes the alterations to proceed.

8.4 Where The Company gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter The Company shall perform this Agreement upon the basis of such amended terms.

9 WARRANTY

9.1 The Company warrants that as from the date of delivery for a period of 10 years the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.

9.2 The Company warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by The Company.

10 PRICE PROMISE

The Company only offer to beat competitors prices once with an original copy of a previous quotation by legitimate registered companies. The ‘Price Promise’ offer will only apply on exact like-for-like quotations between The Company and any 3rd party quotations. This offer is only available for uPVC & aluminium products (windows, doors, conservatories, fascias, guttering etc). At The Company’s discretion, the offer given will reflect either a £50 cash back or a percentage amount determined by the products chosen, the order value and the payment type. The Company reserves the right to retract this offer without notice.

11 SHOWHOME OFFER

All prospective showhomes are selected at the discretion of The Company. Any offers given to The Customer up to 25% are subject to the type of products chosen, the order value, the type of installation and the payment type.


12 CASH-BACK CHEQUE OFFER

The recommendation voucher must be received by The Company prior to the recommended customer placing an order. The cash-back cheque will be payable once the recommended customer has had their installation completed and payment has been received in full. The value of each cash-back voucher must be 5% or less of each recommended contract to be valid, i.e. £50 vouchers are only valid for 'Double Glazed uPVC & Aluminium windows (casements & sash), doors, porches, patio doors & composite doors' contracts £1,000 & above, £100 vouchers are only valid for 'Double Glazed wooden windows (casements & sash), doors, porches, patio doors & uPVC Conservatories (Victorian, Georgian, Lean-to or Bespoke)' contracts £5,000 & above & £250 vouchers are only valid for 'Wooden & Aluminium Conservatories (Victorian, Georgian, Lean-to & Bespoke), Building works, Extensions, Conversions, Refurbishments, Developments & Landscaping)' contracts £10,000 & above. The Company reserves the right to extend or retract this offer without notice.

13 GUARANTEES & REPLACEMENTS

13.1 The Company undertake to replace any defective component parts (pending supplier’s recommendations), for the period of manufacturers guarantee for fabricated PVCu & aluminium windows, doors & conservatories [up to 10 years], double glazed sealed units [up to 10 years], PVCu plastic products (incl. trims, soffits, fascias & cladding) [up to 21 years], ‘Rubberbond’ EPDM roofing products [up to 25 years], ‘Hepworth’ (Hep2O) conservatory under-floor heating products [up to 50 years], (NB labour costs not included - this will be charged at £100+VAT minimum call out fee for the first 4 hours, then £20+VAT per subsequent hour) from the date of completion of the works upon receipt of payment in full, provided that written notice of the defect is given within 5 days of becoming aware of such defect.

13.2 All defects are to be assessed by The Company and at its discretion, either;
• Defective goods replaced
• Defective goods remedied
• Part or full refund of purchase price paid, depending on extent of defect and interface by the customer.

13.3 Where glass defects are reported by The Customer, the GGF and Pilkington Plc guidelines will be used as inspection criteria, or an equivalent as specified by our suppliers. The Company is a member of the insurance backed guarantor, Quality Assured National Warranties (QANW) and all window & door installations to domestic dwellings are to meet the basic requirements set out by the government appointed Fenestration Self-Assessment scheme (FENSA). All new clients will therefore be offered the opportunity by QANW to insure all works carried out by The Company, should The Company cease to trade within the warranty period.

14 MANUFACTURING

The manufacturing and subsequent installation will be carried out in accordance with specifications laid down in the fabrication manual issued by the systems supplier, and in accordance with any requirements of the Local Planning Authority. All conservatories ordered from our ‘Modular conservatory price list’ will be of standard suppliers specification.

15 STANDARD SPECIFICATIONS

15.1 Conservatories

• Kommerling Connoisseur/Rehau 70mm/Veka Fully Sculptured.
• Global/Ultraframe roofing system including all uPVC rainwater goods.
• 28mm Low-E glass units, toughened to doors and below fanlight level [FLL].
• Espagnolette gearing to windows.
• 6 point gearing to doors.
• White push to release key locking handles.
• 150mm cills.
• If dwarf wall required, these should be 600mm from D.P.C.
• Internal sizes are taken from the inner edge of the outer brick.
• 24mm clear polycarbonate.
• Door frame heights including cill at 2100mm to under of eaves beam.
• French doors open outwards with master door on the left veiwed from outside.
• Transom drops of 375mm. 2no top hung openers.
• Roof bars will be set out by The Company and may not line up with mullions.
• Matrix prices include all couplers and corner posts.
• Lean-to conservatories will be supplied with PVC firings to rakes sections.
• Standard pitch for Edwardian and Victorian conservatories is 25 degrees.
• Standard pitch for lean-to conservatories is 7 degrees.

15.2 Windows & Doors

Windows & Doors can be chosen from the following profiles;
Kommerling Connoisseur/Rehau 70mm/Veka Fully Sculptured.

15.3 Casement Windows;

• White uPVC frames.
• 28mm Low-E clear glass units.
• Espagnolette gearing to windows.
• White push to release key locking handles.
• Securistyle reflex friction hinges.
• 150mm cills.
• Transon drops of 375mm or to match existing.
• Gasket and weatherseal.

15.4 Vertical Slider [Sash] Windows;

• White uPVC frames.
• 24mm Low-E clear glass units.
• Cam clasp lock to windows.
• White handles.
• Tilt restrictors.
• 75mm deep bottom rails.
• Gasket and weatherseal.

15.5 Residential Doors;

• White uPVC frames.
• 28mm Low-E clear toughened glass units.
• Door opens outwards.
• Pendulum butt hinges.
• White lever/lever handles.
• Silver SAA/Yale barrel locks.
• Gasket and weatherseal.

14.6 Composite Doors;

• White PVCu frame & door Textured skin.
• 28mm Low-E clear/obscure toughened sealed units.
• Door opens outwards.
• Winkhaus STV-2 claw locking system.
• White lever/pad anodised handles.
• Silver SAA/Yale barrel locks.
• Gasket and weatherseal.
• Low aluminium threshold.

All window frames, door frames and conservatories shall be order to standard specification unless specifically stated on the quotation and contract that is to be signed by The Customer.

16 NO GUARANTEE

No guarantee or warranty is given to any products not supplied by The Company or The Company’s’ suppliers. Nor is any given that the installation of The Company’s double glazing units will eliminate or reduce any condensation existing on the premises or that any double glazed units and their frames installed by The Company will be free from condensation.

17 INDEMNIFICATION

The Customer shall indemnify The Company against all claims, costs and expenses which The Company may incur and which arise, directly or indirectly, from The Customer’s breach of any of its obligations under this Agreement, including any claims brought against The Company alleging that any goods and/or services provided by The Company in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

18 LIMITATION OF LIABILITY

18.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of The Company to The Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by The Customer to which the claim relates.

18.2 In no event shall The Company be liable to The Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or The Company had been made aware of the possibility of The Customer incurring such a loss.

18.3 Nothing in these Terms and Conditions shall exclude or limit The Company’s liability for death or personal injury resulting from The Company’s negligence or that of its employees, agents or sub-contractors.


19 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

19.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

19.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

19.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

19.4 the other party ceases to carry on its business or substantially the whole of its business; or

19.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

20 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of The Company, and The Customer shall do all that is reasonably necessary to ensure that such rights vest in The Company by the execution of appropriate instruments or the making of agreements with third parties.

21 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to strikes, lock-outs, industrial disputes [whether or not involving our employees], riots, accidents, fire, lightning, government or regulatory authority directions, national emergency, force majeure [acts of God], machine breakdowns, computer hardware or software malfunction, electrical power failure, faults, interruption or disruption of our operation or the operation of any third party, unavailability of materials and parts, or other causes beyond The Company’s control. The Company will endeavour to commence and complete the works by the dates given but cannot be held responsible for delays or any consequential loss to The Customer arising from such delays and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.


22 INDEPENDENT CONTRACTORS

The Company and The Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Company may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to The Customer and such engagement shall not relieve The Company of its obligations under this Agreement or any applicable Specification Document.

23 ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of The Company.

24 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

25 WAIVER

25.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

25.2 In any case where variations and anomalies are discovered in the existing structure, they will be brought to The Customers’ attention, who‘s signature will be required as a waiver and acknowledgment of those problems prior to ordering. However, in any case where these variations and anomalies are not evident until after the removal of existing structures, a further waiver and acknowledgment will be required from The Customer, after which The Company will endeavour to continue and complete the installation to the best achievable standard.

25.3 When The Customer provides materials for The Company to use in any installation, The Customer’s signature will be required as a waiver and acknowledgement for the full liability of those materials. If any sizes/dimensions are incorrect, breakages occur (during transport or installation), or insufficient quantities of materials are available to The Company, then The Customer is deemed responsible for any additional or replacement parts. The Company can supply these parts at a pre-arranged fee, which shall be payable before any work commences.

26 NOTICES

26.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

26.2 In the interest of efficiency, any query or complaints should be made in writing to The Company.

27 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

28 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

29 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.


CC T&C 2007