Terms and Conditions

Terms & Conditions
We may revise these terms and conditions at any time by updating this page. You should check the Website from time to time to review the latest updated current terms and conditions, because they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages of this Website. If you do not wish to accept any new terms and conditions after we have given notice, you should not continue to use this Website.

The “Seller” means Wind Designs Ltd.
The “Supply” means the supply of Products or Services.
The “Buyer” means the person who offers to buy or buys or has agreed to buy the Products or has requested the supply of Services.
The “Price” means the Price of Products or Services and any other charges.
The “Contract” means the contract on the terms and conditions set out herein between the Seller and the Buyer for the sale and purchase of the Products or the supply of Services.
The “Order” means an offer from the Buyer to buy the Products or Services on the terms and conditions set out herein.
The “Product “ means the Products or Services, including any instalment of the Goods or any parts for them, which the Seller is to supply in accordance with these Conditions.
The “Services” means only those services which the Seller may be required to supply under clause 11 and is not to be interpreted as meaning services which the Seller may be required to supply under a separate contract for services.

(A) The Seller will be under no liability for any Order received until the order is accepted by the Seller in writing.
(B) The terms and conditions herein contained shall apply to the contract and any offer, order acceptance, sale and/or delivery or any conduct in confirmation of the transaction will be subject to these terms and conditions which are the only basis upon which the Seller does business and shall prevail not withstanding any printed or other conditions referred to in any purchase order or any document prepared by or on behalf of the Buyer.
(C) The Seller’s catalogue price list and other advertising matter shall not form part of any Contract between the Buyer and Seller.
(D) No other Agreement, promise, undertaking or understanding of any kind, unless expressly confirmed in writing by the Proprietors of the Seller shall add to, vary or wave any of these terms and conditions. Other employees or agents of the Seller do not have the authority to vary or waive any of theseterms and conditions in whole or in part.

The Seller shall be entitled:
(A) To withdraw or cancel quotations at any time without liability in respect of such cancellation for any loss to the Buyer including consequential loss however arising.
(B) To refuse or delay the Supply where the Buyer’s credit or conduct of his account is unsatisfactory.
(C) To modify designs and specifications for Products without prior notification and withdraw Products replacing them with items of equivalent specification.

Orders placed upon a quotation are subject to confirmation by the Seller that the Seller accepts the same.

(A) Notwithstanding any Price specified in the Order acceptance the Price of the Products shall be that applicable on the date of delivery. The Seller shall endeavour to maintain Prices quoted but the Seller reserves the right to increase quoted Prices at any time to take account of increases in costs including (without limitation) costs of labour, materials, carriage or other overheads.
(B) Prices for the Product do not include, unless otherwise specified:
(1) Sales Taxes (including VAT)
(2) Insurance
(3) The cost of effecting delivery in accordance with Clause 7 hereof and
(4) Any special packing or alteration of installation to the order required by the Buyer.
(C) All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

(A) The Buyer shall pay the price of the Products or Services within 30 days of the date of the Sellers invoice, notwithstanding that delivery may not have taken place and the property in the Product has not passed to the buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will only be issued on request.
(B) A claim or counterclaim or set-off shall not justify the Buyer withholding payment.
(C) If the Buyer fails to make payment by the due date then without prejudice the Seller shall be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3% above bank base rate per month, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(D) Failure by the Buyer to pay in accordance with the provisions of this Clause shall entitle the Seller, without prejudice to his rights to damages, to suspend any outstanding deliveries, to cancel the Contract and withdraw any credit extended to the Buyer.
(E) We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

(A) Any times quoted for delivery are estimates only and although the Seller will use all reasonable efforts to deliver the Products in accordance with the time specified, failure to comply with such time shall not constitute a breach of the Contract.
(B) Unless otherwise agreed in writing, the Seller shall be allowed to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
(C) The risk in the Products passes to the Buyer on delivery of the Products. Until ownership has passed to the Buyer pursuant to Clause 8 the Buyer shall keep the Products safe and insured against usual commercial risks and free from charge, lien or other encumbrance.
(D) Where the Buyer notifies the Seller that it is unable to take delivery of the Products in accordance with the time stated in the Order acceptance or within 7 days of the Seller giving notice that the Products are ready for dispatch, the Seller shall endeavour to store the Products and the Buyer shall reimburse the Seller without delay all costs and storage charges incurred by the Seller until the time of delivery.
(E) Where the Products are to be delivered by instalments or against call-off and the Buyer either (1) fails to accept any delivery when due or, in the case of call-offs, fails to accept outstanding deliveries within one month of the date of the Order acceptance, or (2) defaults in making any payment when due, then the Seller may cancel any or all subsequent deliveries and the Buyer shall compensate the Seller in full for any loss or expense arising from such cancellation and notwithstanding the Seller’s duty mitigate it’s loss shall compensate the Seller in full for the loss of Price in respect of the Goods ordered but not delivered.

(A) Notwithstanding delivery to the Buyer, legal and beneficial ownership in the Products shall remain with the Seller until the Buyer has paid the Price (whether or not due, invoiced or ascertained at the date of delivery) and all other outstanding amounts due or to become due to the Seller in respect of this or any other business transaction between the parties and the payment becomes cleared funds. Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and shall keep the Products separate from those of the Buyer and third parties, properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Product in it’s ordinary course of business, but shall account to the Seller for the proceeds of the sale or otherwise of the Products and shall keep all proceeds separate from any monies of the Buyer and third parties.
(B) So long as the property in the Products remains in the Seller, the Seller shall have the right without prejudice to the obligation of the Buyer to purchase the Products, to retake possession of the Products (and for that purpose to go upon any premises occupied by the Buyer or any third party where the Product is stored).
(C) If any one of the events referred to below happens, notice thereof is to be given immediately to the Seller by the Buyer. Furthermore, all Products, which are the property of the Seller pursuant to the provisions of Clause 8 and are in the possession of the Buyer, shall be delivered immediately to the Seller. Without prejudice to the Buyers duty to make delivery as aforesaid, the Seller upon receiving notice from whatever source of the happening of any one of the said events, shall also have the right during normal business hours to enter upon the said land or buildings of the Buyer to take possession of the Seller’s Products.

The events referred to above are:
(a) Any notice to the Buyer that a receiver or manager is to be or has been appointed;
(b) Any notice to the Buyer that a petition to wind up the Buyer is to be or has been presented or any notice of a resolution to wind up the Buyer (save for the purpose of a reconstruction or an amalgamation);
(c) A decision by the Buyer that the Buyer intends to make an arrangement with it’s creditors;
(d) Any act of bankruptcy as defined by Section 1 of the Bankruptcy Act 1914.
(D) The Buyer shall not create or allow or allow to be created any right in the Products in favour of any third party. If the Buyer breaches any of the provisions of this sub-paragraph the value and outstanding amounts of the Order shall immediately and notwithstanding any contractual term to the contrary become payable.
(E) Until the payment specified in sub-paragraph (A) hereof the Buyer will not thereof dispose of the Products in question, but will store the same taking the safeguards specified above in (A).

A contract cannot be cancelled except with the Seller’s consent and on terms which will indemnify the Seller against all losses.

The Seller shall have a general as well as a particular lien on all goods, materials or any other property of the Buyer which shall be in possession of the Seller in respect of any unpaid account of the Buyer (whether or not in relation to the Products, materials or property of the Buyer).

(A) The Seller will endeavour to ensure that the Buyer receives the benefit of any guarantee or warranty, which may have been given to the Seller by the manufacturer or third party.
(B) The Buyer is responsible for instructing itself on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with
(C) In cases where no guarantee or warranty is offered by the manufacturer or supplier, or any act of the Seller has invalidated such guarantee or warranty, if the Buyer shall discover within 90 days from the date of delivery that the Products supplied by the Seller were defective, the Seller will replace or repair at their discretion the Products proved to be defective provided that the Products shall be brought back to the Seller’s premises at the Buyers expense.
(D) The Buyer must ensure that the Products are serviced, maintained and used properly and in accordance with the Sellers recommendations (and any guarantee or warranty) and are not fitted or used with any parts, accessories or ancillary equipment other than those recommended by the Seller or stated by the Seller to be suitable.
(E) No attempt must be made by the Buyer or any third party to remedy any defect or to dismantle or otherwise tamper with the Product except in accordance with the specific instructions, directions and/or requests of the Seller.

(A) Save as aforesaid and subject to Section 6 of the Unfair Contract Terms Act 1977 and with the exception of those of those implied by Section 12 of the Sale of Goods Act 1979 all conditions and warranties, whether express or implied by Statute or Common Law and whether oral or written are (unless specifically confirmed by the Seller in writing) excluded and negated.
(B) With the exception of any liability on the Seller’s part in respect of death or personal injury resulting from the Seller’s negligence, the Seller’s liability shall not in that event exceed the Price the Products in respect of which a claim is made, nor include any consequential loss or damage howsoever arising provided always that this sub-clause shall not apply to the extent that the Buyer gives he Seller specific notice in writing of risks which the Buyer requires to be covered by insurance and pays the Seller the amount of the insurance premium (to be determined by the Seller) required for such cover.
(C) In cases where the Seller is asked to recommend Products to meet the Buyer’s requirements, the Seller does not warrant that the purchase of the Products will satisfy the Buyer’s requirements. All recommendations of Products by the Seller are therefore estimates only and the Seller can accept no responsibility if any Products supplied fail to meet the Buyer’s requirements or to achieve any particular level of performance.

The Seller shall be under no liability for any delay or failure of the Products to perform in the event that the manufacture, supply or delivery of the Products is prevented or delayed by any act or circumstances beyond the Seller’s reasonable control including but not limited to, Act of God, legislation, war, fire, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the contract..

(A) Any indulgence granted by the Seller to the Buyer and any failure by the Seller to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Seller’s rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.
(B) The inactivity in whole or in part of any clause of these terms and conditions shall not affect the validity of the remainder of such clause or these terms and conditions.

This Contract is not assignable by the Buyer without the written consent of the Seller and is between the Buyer and the Seller as principals, but the Seller may, without consent, assign or subcontract all or any of it’s rights and obligations hereunder.

If the Buyer becomes insolvent or in the opinion of the Seller is likely to go into bankruptcy, receivership or liquidation, or makes default in or commits a breach of this contract, the Seller may forthwith on written notice to the Buyer terminate the contract without incurring liability to the Buyer and without prejudice to the Seller’s rights which may have accrued up to the date of termination.

The interpretation and application of the Contract shall be in according with English Law and both parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.

Headings to clauses in the Terms and Conditions are included for the purpose of each of reference only and shall not have any effect on the construction and interpretation of the Terms thereof.

Any notice or document to be given under these Terms and Conditions shall be given by sending the same in a pre-paid letter or by cable, telex or facsimile transmission to the address of the relevant party set out in the Contract or to such other addresses as such party may have notified to the other for the purposes hereto. Any notices sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 2 working days after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notice sent by cable, telex or facsimile transmission shall be deemed to have been delivered on the next working day following its dispatch. WD – T&C v2.0 2006