1. Definitions

"PFS", "NWF", "Protective Film Solutions", "National Window Films", "We", "Us" and "Our" refer to Protective Film Solutions (Europe) Limited.
The terms "customer" and "you" refer to the company, person or entity entering into this agreement with us.
Products" means window films, ancillary items and services as supplied by us.

2. General

(i) These conditions of sale apply to all contracts of sale for the supply and/or installation of our products and services unless expressly excluded in writing and signed by or with the express permission of one of our directors. All quotations are issued and all orders accepted subject to these conditions. Any qualification of these conditions by sources other than PFS, or any other conditions which others seek to impose, shall be unenforceable unless expressly agreed in writing and signed by one of our directors, or by a delegate with the express authority of the latter,

(ii) Quotations may only be accepted for a period of 30 days from the date of the quotation and may be withdrawn by PFS at any time during that period by written or oral notice. A quotation given by PFS is not an offer and an order submitted on the basis of a quotation is not binding on PFS until accepted in writing.

(iii) PFS reserves the right to appoint subcontractors for certain installations of its products. These subcontractors will be controlled and audited by PFS and will not be pre-notified to the client on each contract.

(iv) PFS reserves the right, at its sole discretion, to replace the goods with a superior or equivalent product.

3. Advertising

All descriptions and illustrations contained in our literature, price lists and other advertising material are intended to give an accurate description of our products and services. The information contained in this document is subject to change and PFS will not accept any liability for matters arising from such changes. Any information contained herein shall not form part of the contract unless specifically incorporated herein.

4. Delivery

(i) The delivery times quoted are from receipt of a written order and full information enabling us to proceed without interruption; if, at your request, we agree to make changes to the previously agreed specifications, the times will be adjusted accordingly.

(ii) Delivery times are quoted as accurately as possible but are not guaranteed. Whilst we undertake to use all reasonable endeavours to meet the times quoted, we cannot be held responsible for failure to do so or for any costs incurred. The customer is not entitled to damages for late delivery.

(iii) The Customer must ensure that there is good and sufficient access to the point where the delivery vehicles are to unload the goods.

5. Working on site

Where the contract with PFS provides for work to be carried out by PFS's installers on site, the following terms and conditions shall be the terms and conditions of the contract, unless otherwise specified in PFS's official quotation or accepted in writing by PFS:

(i) All site work may be carried out by PFS in one continuous operation until completion, if PFS so chooses.

(ii) It is the Customer's responsibility to provide and maintain unobstructed access to work areas for PFS installers throughout the duration of the works.

(iii) It is the client's responsibility to ensure that the working environment for PFS installers is clean and dust free. PFS cannot be held responsible for visual quality problems resulting from the absence of such an environment.

(iv) The protection and storage of access equipment overnight is the direct responsibility of the Customer. Any costs incurred as a result of damage to or loss of such equipment shall be borne by the Customer.

6. Awards

All prices are net of VAT unless otherwise stated. All prices are in pounds sterling (£) unless otherwise stated.

7. Additional cost

If we incur additional costs as a result of work being suspended on your instructions or for lack of instructions, or as a result of interruption, alteration, delay, error or work for which we are not responsible, such additional costs, including costs incurred for overtime or unusual hours, or for keeping one of our installers on site after completion, shall be added to the contract price and paid accordingly. We reserve the right to charge a flat rate of £300 per installer per visit allocated to the work in the event of work being suspended due to your instructions or lack of instructions, or in the event of interruptions, alterations, delays, errors or work for which we are not responsible.

8. Price adjustment

The price is based on the cost of materials, labour, transport and compliance with legal requirements at the date of the quotation or order form. If, between that date and completion of the work, there are variations, either upwards or downwards, in these costs, we reserve the right to amend the contract price to take account of such variations. If the client requires a change in design, specification or quantity and PFS agrees in writing, PFS has the right to adjust the price.

9. Terms of payment

(i) Unless arrangements have been made for payment of the price or any part thereof in advance, the whole of the price shall be due on the date on which we notify you that the work has been completed. If payment is not made within thirty days of that date, interest shall be payable on the price for the period commencing on the expiry of the thirty days and ending on the date of payment, calculated at the rate of four per cent per annum above the prevailing Bank of England minimum rate.

(ii) Payment shall be made in pounds sterling or such other currency as we may require.

(iii) For sales in the United Kingdom, V.A.T. will be charged extra to the extent that it is not partly or wholly included in the contract price but is payable by law, whether on this sale or the services hereunder or on the purchase of any goods or services included in the goods sold hereunder or the services hereunder.

(iv) Where the Goods and/or Services are delivered in instalments, PFS may invoice each instalment separately and the Client shall pay such invoices in accordance with these Conditions.

(v) No dispute arising out of the contract and no delay beyond the reasonable control of PFS shall prevent the client from paying the full amount due as soon as possible.

If the purchaser is prohibited by law from making full payments without deduction, the payment shall be increased so that the company receives, after deduction or payment of such taxes, duties, levies or other charges (and after payment of any additional taxes or other charges due as a result of such increase), a sum equal to that which it would have received and been entitled to if such deduction or payment had not been required.

10. Risk and securities

The risk is transferred to the customer, who is therefore responsible for any loss, damage or deterioration of the goods;

(i) if PFS has delivered the goods by its own means of transport, at the time when the goods or the relevant part of them arrive at the place of delivery

(ii) In all other circumstances, at the time the goods or any relevant part thereof leave the premises of PFS, whether or not PFS arranges carriage, and where the goods are delivered by a carrier, any claim for loss or damage in transit must be made by the customer against the carrier in accordance with the carrier's terms and conditions.

Unless otherwise specified in writing by one of the PFS Directors, PFS products remain the property of PFS until payment in full for all goods (and any additional sums due, such as interest). We may claim repossession of such unpaid goods if we deem it necessary, which will be done at the discretion of the Directors. The client shall permit employees or agents of PFS to enter its premises and repossess the goods at any time prior to the passing of title. If the goods are on the premises of a third party at the behest of the client, the client shall, at the written request of PFS, remove the goods from such premises and return them immediately to PFS failing which PFS shall be entitled to remove the goods without notice to the client and at the client's expense.

11. Cancellation

Cancellation cannot be accepted without the written consent of PFS. Cancellation can only be accepted on the condition that all costs and expenses incurred by PFS up to the time of cancellation, as well as any loss of profit and any other loss or damage resulting from the cancellation, are paid by the client to PFS.

12. Technique

The suitability of a product is entirely the responsibility of the customer. The checks necessary to ensure compatibility between the film and the glass are also the responsibility of the customer. Where possible, PFS may make its own assessment in addition to these checks, but is not obliged to do so. PFS will endeavour to provide all necessary information regarding the specified glazing systems. The correct identification of these glazing systems is the responsibility of the client.

Glass has a natural rate of thermal stress breakage (before the film is applied). This rate is generally very low for glass and glazing that meets current standards and is in good condition. The film-to-glass compatibility checks carried out by PFS are designed to determine whether the application of the film will result in a significant increase in this natural rate of breakage. A positive thermal stress compatibility check determines that this risk remains low, not that the glass will not break. This compatibility assessment assumes that the glass is in good condition, has not been damaged and complies with current standards and good glazing practice. The thermal stress resistance of glass is highly dependent on the quality of the glass or glazing, including the quality of the edges (chips, vents and cracks). In a negligible number of cases, the installation of a glazing film may expose existing defects (such as rough cut or impact damaged edges) in the glazing system. This can manifest itself as a visible crack, emanating from the already damaged area. As the quality and condition of the glass and glazing is beyond our control, PFS cannot and does not guarantee against glass breakage and/or damage to the glazing, however caused. Liability rests with PFS when PFS undertakes a site survey.

13. Customer drawings and print files

The client shall be solely responsible for ensuring that all drawings, images, advice and recommendations given to PFS, directly or indirectly, by the client or its agents, employees or advisors are accurate, correct and appropriate and do not infringe the rights of third parties. PFS' review or consideration of any such drawings, images, advice or recommendations shall not limit the client's liability hereunder unless PFS expressly agrees in writing to assume such liability.

The client indemnifies PFS against all actions, costs, claims and proceedings arising from reliance on any drawings, specifications, images, advice or recommendations provided by the client, where such items are at fault or where copyright or patent infringement is alleged.

14. Guarantee

We undertake to replace or, at our option, repair any defect in our products, under proper use and excluding normal wear and tear, arising solely from a defect in our materials or workmanship and appearing within the period of twelve calendar months from the date of invoice; provided that in the case of goods not of our manufacture, you shall only be entitled to such benefits as we may recover from the manufacturers of such goods. Notification of any defect must be made in writing within 7 days of discovery of the defect and no use of the goods shall be made thereafter and no alteration shall be made until PFS has had an opportunity to inspect the goods.

If the condition of the goods is such that it could or would (subject to these conditions) entitle the customer to claim damages or terminate the contract, the customer shall refrain from doing so before requesting PFS to repair or supply satisfactory replacement or substitute goods and PFS shall then be entitled, at its option, to repair or take back the defective goods and supply satisfactory replacement or substitute goods free of charge and within a reasonable time. If PFS repairs or replaces the goods, the customer shall be obliged to accept such repaired or replacement goods and PFS shall not be liable for any loss or damage resulting from the initial delivery of the defective goods or any delay prior to the repair of the defective goods or delivery of the replacement goods.

15. Complaints

Any right which the customer may have to reject our products as not being in accordance with the contract must be exercised within seven days of delivery or, if our quotation provides for its application, within twenty-eight days of completion, and on expiry of that period such right shall lapse. Where products are applied by us, we will adhere to the drying times recommended by the manufacturers and base our claims on these times. We will comply with Glass & Glazing guidelines for the inspection of films.

16. Insolvency

If the Client (i) commits an act of bankruptcy or, (ii) becomes insolvent or impaired or, (iii) enters into an arrangement with its creditors or, (iv) passes a resolution for the winding up of the Client (other than a voluntary winding up for the purposes of reconstruction or amalgamation) or, (v) goes into liquidation or, (vi) if a receiver, administrator or manager is appointed in respect of all or any of its assets or undertakings or, (vii) the client commits a breach of these terms and conditions or, (viii) if, in the opinion of PFS, the financial position of the client becomes unsatisfactory, PFS shall be entitled to terminate the contract, in whole or in part, immediately by notice in writing, without prejudice to any rights or remedies acquired or being acquired by PFS.

17. Force Majeure

PFS shall not be liable for any delay, loss or damage caused in whole or in part by any act of God, governmental restriction, war, strike, riot or crime, or control, or by reason of any act done or not done in connection with any trade dispute, whether or not such dispute involves its employees, or by reason of any other act, matter or occurrence beyond its reasonable control, including failure to enforce the provisions of these Terms.

18. Liability

(i) Our products, advice and services are sold on such terms that neither we nor our employees shall be liable in contract, tort or otherwise for any personal injury or loss or loss of production or damage (howsoever caused) suffered by you or any other person which may be caused by, or in any way connected with, the design, manufacture, sale, delivery and installation (or failure or delay in delivery or installation), stoppage, repair or adjustment or use thereof or services in connection therewith and you will indemnify us and our employees against all claims in respect of any such injury, loss or loss of production or damage. For the purposes of this clause, we are contracting on our own behalf and on behalf of and as agents for our employees. Without limiting the generality of the foregoing, we shall not be liable for loss of profits, increased cost of labour, loss of production or loss or damage to any material being processed by our products or services.

(ii) These conditions of sale set out our entire liability and exclude and replace (1) any condition or warranty implied by statute, common law or usage of trade: (2) any other condition or warranty unless accepted by PFS in writing signed by or with the express authority of one of our directors; and (3) any condition or warranty express or implied, whether collateral or otherwise.

19. Set-off and counterclaim

The client shall not be entitled, by reason of any claim against PFS, to withhold payment of the price of the goods or to claim any right of set-off against any payment due to PFS under the contract.

20. Right

The Contract shall in all respects be construed and enforced as an English contract in accordance with English law. PFS is not responsible for any laws outside the United Kingdom which control the quality, marketing, labelling, safety and use of the goods whatsoever arising out of or caused directly or indirectly by the goods included in our quotations.