TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS AND SERVICES
1. These terms and what they cover
1.1 These are the terms and conditions (the Terms) on which we supply the Products and/or Services to you.
1.2 These Terms set out details of:
1.2.1 who we are;
1.2.2 the terms on which we supply the Products and Services to you; and
1.2.3 other important information.
1.3 Under these Terms, you will have different rights depending upon whether you are a business or a consumer. Where a term applies just to a business or a consumer, this is clearly stated. You are a consumer if:
1.3.1 you are an individual; and
1.3.2 you are purchasing Products and/or Services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or professional).
1.4 By purchasing Products and/or Services from us, you are agreeing to be bound by these Terms. If you do not agree to these Terms, do not proceed to place an Order with us.
1.5 These Terms apply to the Contract to the exclusion of any other terms that you may seek to include, impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Who we are
2.1 These Terms apply to supplies of Products and Services by two different companies. Which company you are dealing with depends on where and how you purchase from us:
2.1.1 where you purchase Products and Services from Shading Specialists, Curtain Track or Blind Track, these are our trading names of Shading Specialists Limited, a company registered in England and Wales under company number 07441011 and whose registered office is located at 2-4 Packhorse Road, Gerrards Cross, Buckinghamshire, SL9 7QE; or
2.1.2 where you purchase Products and Services from Distinctive Makers or Luxury Paints, these are our trading names of Distinctive Makers Limited, a company registered in England and Wales under company number 09729094 and whose registered office is located at 2-4 Packhorse Road, Gerrards Cross, Buckinghamshire, England, SL9 7QE;
and when these terms refer to ‘we’, ‘us’ or ‘our’, those words refer to the relevant company.
2.2 If you need to contact us, please do so in writing, either by:
2.2.1 email to [email protected] for Shading Specialists Limited, or [email protected] for Distinctive Makers Limited;
2.2.2 using the “Contact Us” submission form which can be found on our Site; or
2.2.3 post to Unit 23, Orbital 25, Dwight Road, Watford, WD18 9DA.
3. There are other terms that may apply to you
3.1 If you are placing your Order via our Site, the following additional terms apply:
3.1.1 our Privacy Policy which sets out details of how we collect, use and look after your personal data when you visit and use our Site; and
3.1.2 our Cookies Policy, which sets out information about the cookies on our Site.
3.2 These additional terms can be found on our Site.
4. Definitions and interpretation
4.1 In these Terms, the following words and expressions shall have the following meanings:
Basket
the virtual shopping basket made available on our Site to facilitate the purchase of the Products and/or Services;
Bespoke Products
any products that are to be custom made for you in accordance with their Specification;
Change of Control
shall be as defined in Sections 450 and 451(2) of the Corporation Tax Act 2010, and the term Change of Control shall be construed accordingly;
Charges
all fees, charges, costs, and expenses payable by you to us under or in connection with the Contract, which includes those Charges set out in the Project Proposal (if any), and such other charges as are confirmed by us in accordance with these Terms;
Contract
the contract for the supply of Products and/or Services between us and you which comes into effect in accordance with Clause 5.2;
Delivery Location
has the meaning given in Clause 10.3;
Installation Appointment
the appointment on the Installation Date at such time as agreed by us that the installation services, as part of the Services, are to be provided;
Installation Date
the date that we agree in writing to install the Products pursuant to your Order;
Order
your order for any of the Products and/or Services, as set out in either:
a) the Order Form; or
b) the Project Proposal;
Order Confirmation
our confirmation that we have accepted all or part of an Order, as further described in Clause 5.2;
Order Form
our standard order form we make available either:
a) within our catalogue;
b) as part of our Basket checkout process via our Site;
c) in store or via the telephone via our sales team;
Products
the products we offer for sale from time to time (or any part of them) including Bespoke Products;
Project Proposal
the written summary produced by us for you, which details our offer to supply the Products and/or Services to you;
Specification
any specification for the Products provided by you, including any relevant plans or drawings, that is agreed in writing by us;
Site
our e-commerce website for the sale of Products and/or Services which can be found at:
a) www.luxurypaints.co.uk;
b) www.shadingspecialists.co.uk;
c) www.curtaintrack.co.uk; and
d) www.distinctivemakers.co.uk.
Services
the services we provide from time to time.
Working Day
any day other than a Saturday, Sunday or public holiday in England when the clearing banks in the City of London are open for business and the term Working Days shall be construed accordingly;
Working Hours
the period from 09:00 to 17:00 on any Working Day.
4.2 A reference to:
4.2.1 a person includes a natural person, company, LLP, corporate, partnership, joint venture, association, trusts, unincorporated bodies and associations and that persons personal representatives, successors and permitted assigns;
4.2.2 the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;
4.2.3 a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
4.2.4 writing or written excludes fax but includes email; and
4.2.5 an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
4.3 The headings in these Terms are included for convenience only and shall not affect its interpretation or construction.
4.4 Any words following the terms include, including, in particular, for example or anything similar are illustrative only and none of them shall limit the sense of the words, description, definition, phrase or term preceding those terms and each of them shall be deemed to
incorporate the expression without limitation.
5. Placing an Order and the basis of the Contract
5.1 The Order constitutes an offer by you to purchase the Products and/or Services (as applicable) set out in the Order, in accordance with these Terms. You may place an Order:
5.1.1 by adding the Products and/or Services to your Basket and completing the checkout process on our Site when placing an Order online;
5.1.2 by returning a completed Order Form to us;
5.1.3 by speaking to our sales staff either in-store or by phoning our sales team; or
5.1.4 via with our representatives where we have attended your property to complete an initial scoping and measuring exercise.
5.2 Where we accept your Order, we will confirm this with you (Order Confirmation):
5.2.1 by sending you an email confirmation where you place your Order via our Site or our catalogue, or telephone sales team;
5.2.2 by providing you with a receipt and written confirmation of your Order where you place your Order in-store with a member of our sales team; or
5.2.3 by providing you with a Project Proposal as further described in Clause 6;
at which point the Contract shall come into existence in respect of those Products and/or Services set out in our Order Confirmation only.
5.3 Sometimes we reject Orders, for example, because a Product is unexpectedly out of stock, because a credit reference we have obtained is unsatisfactory, because you are located outside of our delivery areas, or because a Product or Service was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.
5.4 If you are under the age of 18, you may not buy Products and/or Services from us.
5.5 Unless expressly stated otherwise in these Terms, any samples, drawings, descriptive matter or advertising produced by us and any descriptions or illustrations contained in any of our catalogues or brochures, or featured on our Site, are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
6. Project Proposals
6.1 Where you wish to purchase Products and/or Services from us which, due to the scope and nature of your requirements, require us to attend your property to undertake a scoping and measuring exercise, and liaise and consult with you in relation to your requirements, we may provide you with a Project Proposal in accordance with this Clause 6.
6.2 The purpose of a Project Proposal is to enable us to document in writing our initial understanding of the scope and nature of the Products and/or Services you require, including the requisite materials, time, labour and resources required to complete the Services and deliver the Products. Accordingly, a Project Proposal shall contain:
6.2.1 a summary report of our assessment of the scope and nature of your requirements, including technical survey information such as a breakdown and specification of cable, fixings, and other installation hardware required to install the Products;
6.2.2 a summary of any requirements requested by you or necessary to facilitate the delivery of the Products and provision of Services, including installation of the Products; and
6.2.3 any access platforms required to be provided by you in order for us to supply any or all of the Services; and
6.2.4 a summary of the Charges for the Products and/or Services.
6.3 You acknowledge and agree that:
6.3.1 any terms of a Project Proposal, including any summary of the Charges within the same, are based on and calculated according to our initial understanding of your requirements for the Products and Services, and are subject to change and variance in accordance with these Terms;
6.3.2 our time spent liaising with you and developing a Project Proposal is not a free measuring service, as we are required to give our time in attending your property, and liaising with you in relation to your requirements, including providing fabric samples, advising on technical issues, and developing a survey of your requirements. Accordingly, our time spent developing the Project Proposal is chargeable (for standard, non-remote locations) at a fee of £595 plus VAT per day or part day and such fee forms part of the total Charges quoted to you within a Project Proposal. You acknowledge and agree that where we are required to conduct a Project Proposal for remote locations, additional fees and travel expenses shall apply (as notified by us to you from time to time). Therefore, if you decide not to place an Order for the Products and/or Services set out in a Project Proposal, we shall have the right to charge you for our costs incurred to date in preparing a Project Proposal; and
6.3.3 the terms of any Project Proposal shall not constitute as professional advice in relation to any electrical or wiring purposes. You acknowledge and agree that you must seek professional advice from a relevant qualified provider in relation to any electrical or wiring requirements.
6.4 Where we provide a Project Proposal to you, such Project Proposal constitutes an offer by us to supply Products and/or Services to you. The offer shall remain valid and capable of acceptance (without amendment) by you for a period of 30 days from the date the Project Proposal is provided to you.
6.5 You shall be deemed to have accepted the terms of the Project Proposal and these Terms when you return a signed but otherwise unamended copy of the Project Proposal or instruct us to start providing Services set out in the Project Proposal and upon such date the Contract shall come into existence.
6.6 If you do not return a signed but otherwise unamended copy of the Project Proposal or do not instruct us to start providing the Services within 30 days of the date the Project Proposal is provided to you, then the Project Proposal shall automatically expire and will no longer be capable of acceptance by you.
7. Charges and payment
7.1 The price of the Products and/or Services shall be set out (as applicable):
7.1.1 on our Site;
7.1.2 within our catalogue;
7.1.3 within the Project Proposal; or
7.1.4 within our sales materials we make available in-store or in our Order Confirmation.
7.2 We accept payment by BACS, cash, cheque, and the following credit cards and debit cards:
7.2.1 Visa;
7.2.2 Mastercard; and
7.2.3 Visa-debit;
save for Orders placed via our Site, for which we accept payment by Stripe, Paypal or Apple Pay.
7.3 We may offer to sell the Products and/or Services at a discounted price during a limited period only and we may make the details of such offer available to you from time to time. Please note that upon expiry of such limited time offer, our offer to sell the Products and/or Services at such reduced price shall automatically expire and no longer be capable of acceptance by you.
7.4 When we charge you depends on how you have placed your Order and which Products and/or Services you require. We will confirm how you must pay the Charges when we confirm your Order, which may be as follows:
7.4.1 where you place your Order on our Site or we otherwise notify you that we require payment in advance, upon placement of your Order with us and you shall pay such Charges immediately and in full;
7.4.2 where we notify you that we require payment in advance, you shall pay such Charges as follows:
(a) 50% of the Charges upon placement of your Order; and
(b) the remaining 50% of the Charges not less than 3 Working Days prior to the Installation Date of the Products;
7.4.3 where your requirement for the Products and/or Services are in relation to a property not yet constructed, you shall pay such Charges as follows:
(a) 20% of the Charges upon placement of your Order;
(b) 30% of the Charges upon such date as we (in our sole, unfettered discretion) consider the construction of the relevant property complete, and therefore possible for the measurement of your requirements, as part of the Services, to be conducted; and
(c) the remaining 50% of the Charges not less than 3 Working Days prior to the Installation Date of the Products;
each provided always that we shall not be obliged to commence the supply of the Products and/or Services until such payment has been received in full and/or in accordance with the payment terms set out in this Clause 7.4 (as appliable).
7.5 Notwithstanding our right to charge you in accordance with Clause 7.4:
7.5.1 we may charge you in accordance with the payment terms (if any) set out in the Project Proposal. If there is a conflict between the payment terms set out within these Terms or the Project Proposal, the terms of the Project Proposal shall take precedence; and
7.5.2 we may raise an invoice upon completion of delivery of the Products and/or Services
of any Charges not previously invoiced, and you shall pay such Charges within 30 days of the date of our invoice.
7.6 Where you cancel your Installation Appointment, we shall liaise with you to reschedule a new Installation Appointment and you shall be liable to pay any additional Charges in respect of such Installation Appointment in advance.
7.7 The Charges set out in any Project Proposal we provide to you are a preliminary estimate only and have been calculated based on:
7.7.1 our initial understanding of your requirements for Products and/or Services;
7.7.2 the time we estimate is required to provide the Services; and
7.7.3 the Services being provided during Working Hours only. You agree and accept that where we provide Services outside of Working Hours additional Charges shall be payable in respect of such time that the Services are provided outside Working Hours.
7.8 We may, by giving notice to you at any time before delivery and/or the commencement of the Services:
7.8.1 increase the price of the Products and/or Services to reflect any increase in the cost of the same that is due to:
(a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
(b) any request by you to change the delivery date(s) or the Specification;
7.8.2 charge you additional sums if:
(a) you do not provide us with the information we have requested including how we can access your property for delivery or installation of Products, or to provide Services or you fail to adequately complete any preparatory work for installation, as agreed with us. For example, we might need to re-deliver on another vehicle or with extra manpower, provide our own equipment necessary to provide the Services, such as access platforms to install the Products, or reschedule the Services;
(b) your requirements for Products and/or Services change, increase or otherwise vary from your initial requirements set out within your Order and/or any Project Proposal;
(c) our provision of the Services is delayed due to an act or omission on your part. In this instance, any outstanding balance of the Charges or deposit shall become payable by you, in additional to any storage, insurance or other costs, expenses or charges;
(d) we have to store the Products on your behalf; or
(e) you request any additional Services from us, such as any time spent by us attending your property to investigate, diagnose and/or liaise with you in relation to any problems or issues you are experiencing with any existing curtains or blinds provided by a third party.
7.9 Where we take payment of the Charges in instalments any title to any Products supplied shall not pass to you and you will not own such Products until we have received payment in full.
7.10 If you are a business customer, you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.11 If we’re unable to collect any payment you owe to us, we charge interest on the overdue amount at the rate of 8% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay to us the interest together with any overdue amount.
7.12 If the rate of VAT changes between the date of your Order and the date we supply the Product and/or Services, we will adjust the rate of VAT that you pay to reflect such changes, unless you have already paid in full before the change in the rate of VAT takes effect.
8. Your obligations
8.1 Whether you are a business customer or an individual customer, you shall:
8.1.1 ensure that the terms of your Order and any measurements and/or Specification that you provide for Bespoke Products are complete and accurate, including the name and reference numbers listed for your choice of fabrics, hardware, and finishes. If your Order for Bespoke Products includes made-to-measure blinds, curtains or associated accessories and you are unsure about how to correctly take and document your measurements, please contact our customer services team for help before placing your Order;
8.1.2 co-operate with us in all matters relating to the Services (if applicable), including by:
(a) preparing your property for the supply of the Services including by:
(i) complying with all applicable laws, including health and safety laws;
(ii) ensuring that your property is clean and free of dust;
(iii) ensuring that your property is a safe environment for our personnel to attend and install the Products, including by informing our personnel of the location of any electrical cables, water and waste pipes, and any other utilities or areas of concern within your property before we install the Products as part of the Services. You acknowledge and agree that, as occupier and owner of your property, we rely on the information you provide to us in relation to the same in order to install the Products and deliver the Services safely and effectively and we are not responsible for any damage to your property as a result of a failure by you to inform us of the location of any electrical cables, water and waste pipes or other utility pipes or connections;
(iv) ensuring that any access platforms or scaffolding that you provide to enable our personnel to measure and/or install the Products as part of the Services are fit for purpose, safe to access and use, and recently tested for safety and suitability;
(b) providing us, and our employees, agents, consultants and subcontractors with access to your property, office accommodation and other facilities as reasonably required by us;
(c) ensure that you, or an appropriate third party representative, are available and present at your property at the time the Services are to be provided in order to liaise with our personnel in relation to your requirements; and
(d) provide us with such information and materials as we may reasonably require
in order to supply the Products and/or Services and ensure that such information is complete and accurate in all material respects.
8.2 Where you are a business customer, you shall maintain in force public liability insurance and product liability insurance with a reputable insurance company and promptly provide a copy of the insurance policy certificate and details of the cover provided to us on request.
8.3 Where you are a business customer, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This Clause 8.3 shall survive termination of the Contract.
9. Products
9.1 You can find everything you need to know about us and the Products and Services on our Site, in our catalogue or from our sales staff in-store or via the telephone before you place your Order.
9.2 You acknowledge and agree that:
9.2.1 a Product’s true colour may not exactly match that shown on your device or in our catalogue or other sales materials or its packaging may be slightly different. As many of the Products are made to order, all sizes, weights, capacities, dimensions and measurements indicated on our Site, within our catalogues or other sales materials can vary;
9.2.2 the individual characteristics of your property may affect the final result, finish or look of the Products you Order once installed. For example, if the floor of your property is uneven, the distance between the bottom of your blinds or curtains and the floor may vary;
9.2.3 where your Order consists of Products that are made-to-measure blinds, curtains and associated accessories:
(a) the Products are made in compliance with legal requirements and industry standards in force from time to time. You agree that we are entitled to amend the Specification if necessary to comply with any applicable law or regulatory requirement and we shall notify you of any such amendment to your Order;
(b) the Products will be made to be 10-15mm off the floor, unless as part of the Specification you request that your blinds or curtains “puddle” on the floor i.e., touch the floor, or exceed the length of the drop from the top of the curtain to the floor;
(c) and we have taken the measurements for your requirements as part of the Services, we shall automatically make allowances to your blinds or curtains as necessary, such as adding in returns to the wall, relevant hooking or attachment positions, etc. Where you have taken the measurements for your own requirements, you acknowledge and agree that it is your responsibility to take accurate and full measurements taking into account such requirements necessary for instalment and hanging;
9.2.4 all curtains are:
(a) pressed and packed before they are Delivered to you. We may steam your curtains at your property as an additional Service, and additional charges shall be payable by you for such service. You acknowledge and agree that
steaming curtains may have an effect on the length of the drop of your curtains, and accordingly require an alteration to the length of the drop. Where you request an alteration to the length of the drop of your curtains in this instance, an additional Charge shall be payable by you for such service;
(b) dressed and tied where we provide installation services to you as part of the Services. We recommend that the curtains remain for as long as possible in this position to allow the fabric to hang in the desired position. Where you require additional dressing or steaming services, additional Charges for the same shall be payable by you;
9.2.5 where the Products you order consist of sheer curtains, such curtains may have tension ripples down each side. Whilst we use our reasonable endeavours to reduce the amount of tension ripples, due to the nature of the fabric it is not possible to entirely prevent or eradicate such ripples. You acknowledge and agree that should you wish to avoid any tension ripples in the fabric of your curtains, the curtains will need to be made in a suitable fabric in the first instance. Where you request the curtains to be re-made to avoid any tension ripples in an alternative fabric of your choice, all additional Charges for such replacement curtains shall be payable by you;
9.2.6 where the Products you order consist of machine made roman blinds, the machine lines shall be visible when the blind is rolled down due to the nature of the stitching technique, and where the roman blind includes blackout lining, light may be visible through the machine holes;
9.2.7 where the Products you order consist of handmade blinds, all such Products are “stab stitched” on the rod pockets across the blind folds which may be visible when the blind is rolled down, and light may be visible through the stitching holes;
9.2.8 where the Products you have ordered consist of roman blinds that are manually operated, such blinds shall be provided with an Evans breakaway headrail as standard due to the child safety features included as part of this product. Alternative headrails can be provided for an additional cost payable by you;
9.2.9 where the Products you have ordered consist of wave curtains:
(a) we recommend against interlining such curtains as this may negatively impact how the fabric hangs;
(b) such curtains can be standard lined or blackout lined and the choice of lining material can result in distorting or effecting the wave feature of the bottom of the curtain.
9.3 Some of our Products are supplied with a manufacturer’s guarantee, which is available upon request. You acknowledge and agree that the manufacturer’s guarantee is in relation to certain Products only, and we provide no warranties in relation to the Services.
10. Delivery
10.1 When we accept your Order, we will provide you with an estimate lead-time in respect of delivery for the Products and/or Services. Any timeframes and/or dates quoted for delivery of the Products and/or Services are approximate only, and we reserve the right to update you of any change or variation to any estimate delivery date from time to time.
10.2 Time of delivery is not of the essence.
10.3 We shall deliver or you shall collect the Products (as specified in your Order) from the (Delivery Location) which shall be:
10.3.1 the delivery address you have specified in your Order or such other location we have agreed with you any time after we notified you the Products are ready; or
10.3.2 our premises or such other location as we have advised to you prior to delivery within 3 days of us notifying you the Products are ready. 10.4 You are responsible for Products once they have been delivered to the address specified by you when placing your Order or once you have collected the Products from us. In other words, the risk in the Products passes to you when you take, or a third party notified by you takes, possession of the Products. 10.5 Where you facilitate carriage and delivery of the Products, you acknowledge and agree that you (or the relevant third party provider) shall be responsible for the Products once you have collected the Products from us. 10.6 If you fail to take or accept delivery of the Products within 3 days of us notifying you that the Products are ready, then, except where such failure or delay is caused by our failure to comply with our obligations under the Contract in respect of the Products:
10.6.1 delivery of the Products will be deemed to have been completed at 9.00AM on the third day after the day on which we notified you the Products were ready; and
10.6.2 we shall store the Products until actual delivery takes place, and we may charge you for all related costs and expenses (including insurance).
11. We’re not responsible for delays outside our control
11.1 If our supply of Products and/or Services is delayed by an event outside our control, we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial you can contact our customer service team to end the Contract and receive a refund for any Products and/or Services you have paid for in advance, but not received, less reasonable costs which we have already incurred.
12. Your rights to end the Contract
12.1 Your rights to end the Contract will depend on whether there is anything wrong with the Products or Services, how we are performing the Contract, when you decide to end the Contract and whether you are a consumer or business customer:
12.1.1 if what you have purchased is faulty or misdescribed, you may have a legal right to end the Contract (or to have the particular Product replaced or Service re-performed), see Clause 13;
12.1.2 if you want to end the Contract because of something we have done or have told you we are going to do, see Clause 12.2.
12.2 You have the right to end the Contract for one of the following reasons:
12.2.1 we have told you about an upcoming change to the Products and/or Services or these Terms under Clauses 14 which you do not agree to; or
12.2.2 we have told you about an error in the price or description of the Products and/or Services you have ordered and you do not wish to proceed.
12.3 Our Products are all Bespoke Products, which mean that you do not have a legal right to change your mind within 14 days or receive a refund.
13. Your rights if there is something wrong with a Product or Service
13.1 If you believe there is something wrong with a Product or Service, you must contact our customer service team.
13.2 If you are a consumer, we honour our legal duty to provide you with Products and Services that are as described to you and in accordance with our Terms and requirements imposed by law. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk.
Summary of your key legal rights
In respect of goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
Up to 30 days: if your goods are faulty, then you can get a refund.
Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
In respect of services, the Consumer Rights Act 2015 says:
You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill or get some money back if we can’t fix it.
If a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable.
If a time hasn’t been agreed upfront, it must be carried out within a reasonable time.
13.3 Unless an exception applies under Clause 13.4, if:
13.3.1 you give us notice in writing within a reasonable time of discovery that a Product or Service does not comply with these Terms;
13.3.2 we are given a reasonable opportunity of examining such Product, or investigating such Services; and
13.3.3 you return such Product to us (if applicable),
we shall, at our sole option, repair or replace the defective Product or re-perform the Service (as applicable) and this will be your only remedy for such defective Product and/or Service. These Terms shall apply to any repaired or replacement Products or reperformed Services supplied by us.
13.4 Where, as part of the Services, we cause damage to your tangible property (save for where such damage arises under or in relation to a breach by you of these Terms), we shall repair and remedy such damage, within such a timeframe and in such a manner and format as we (in our sole, unfettered discretion) deem reasonable.
13.5 Where you are a business, Clauses 13.3 and 13.4 sets out your sole and exclusive remedy for a Product or Service which fails to comply with these Terms, or any damage you may suffer to your tangible property (as appliable).
13.6 Where you are a business, we will not be liable for a Product or Service (as applicable) failing to comply with these Terms if:
13.6.1 you make any further use of such Product after telling us it is non-compliant;
13.6.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product or (if
there are none) good trade practice;
13.6.3 the defect arises because we followed any drawing, design or Specification supplied by you;
13.6.4 you alter or repair the Product without our written consent; or
13.6.5 the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions. 13.7 Except as set out in these Terms, we give no warranties and make no representations in relation to the Products or Services and all warranties and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979 and sections 12–16 of the Supply of Goods and Services Act 1982, and any implied terms relating to the ability to achieve a particular result), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
14. Our rights to make changes
14.1 We can make a change to the Products and Services:
14.1.1 to reflect changes in relevant laws and regulatory requirements; or
14.1.2 to make minor technical adjustments and improvements, for example to address a safety hazard.
14.2 We can suspend the supply of the Products and/or Services to:
14.2.1 deal with technical problems or make minor technical changes; or
14.2.2 update Products and/or Services to reflect changes in relevant laws and regulatory requirements.
14.3 Where we suspend the supply of a Product or Service, we will contact you in advance to tell you unless the problem is urgent or an emergency. If we suspend a Product for longer than 20 weeks, we will adjust the Charges so you don’t pay for it while the Product is suspended. If we suspend supply, or tell you we’re going to suspend supply, for more than 20 weeks you can contact our customer service team to end the Contract and we’ll refund any sums you’ve paid in advance for Products which you won’t receive.
15. Our rights to end the Contract
15.1 We can end the Contract and claim compensation due to us if:
15.1.1 you don’t make any payment to us when it’s due and you still don’t make payment within 5 days of our reminding you that payment is due;
15.1.2 you don’t, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide Products or Services, for example, access to your property to complete our measuring services;
15.1.3 you don’t, within a reasonable time, either allow us to deliver Products to you or collect it from us. If you have said you will collect a product (“click and collect”) but you don’t do this within 10 days then (unless the Product is a Bespoke Product) we treat the Order as cancelled.
15.2 Where you are a business, we can end the Contract with immediate effect by written notice to you if:
15.2.1 you commit any material breach of any term of these Terms which is not capable of remedy;
15.2.2 you commit a material breach of any term of these Terms which is capable of remedy, and you fail to remedy the same within 30 days of a written notice from us giving particulars of the breach and requiring it to be remedied;
15.2.3 you make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if you shall be unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of your business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of your business or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
15.2.4 you (being an individual) are deemed either unable to pay your debts or having no reasonable prospect of doing so or are the subject of a bankruptcy petition or order;
15.2.5 you (being an individual) dies or, by reason of illness or incapacity (whether mental or physical) are incapable of managing your own affairs or become a patient under any mental health legislation;
15.2.6 you cease to carry on your business or substantially the whole of your business or threaten to do any of the same;
15.2.7 if any event analogous to that set out in Clauses 15.2.2 and 15.2.3 shall occur in any jurisdiction in which you are incorporated or resident or carry on your business; and
15.2.8 you undertake a Change of Control.
16. Our liability to you where you are a consumer
16.1 This Clause 16 shall apply where you are a consumer. Where you are a consumer, we are responsible for losses you suffer that are caused by us breaking the Contract unless the loss is:
16.1.1 Unexpected. If it was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it, we will not be responsible for the loss you suffer (in the law, this type of loss is deemed unforeseeable);
16.1.2 Caused by an event outside our control. Where we have taken the steps set out in Clause 11, we will not be responsible for losses caused by events outside our control;
16.1.3 Avoidable. Where you could have avoided the loss by taking reasonable action, we will not be responsible for your loss. For example, damage to your property, which was caused by a Product we supplied and which you could have avoided by following our advice or by correctly following the installation instructions;
16.1.4 A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited in accordance with Clause 17.
17. Our liability to you where you are a business
17.1 This Clause 17 shall apply where you are a business.
17.2 The following provisions set out our entire liability (including any liability for the acts and omissions of our employees, agents, representatives and sub-contractors) in respect of:
17.2.1 any breach of our contractual obligations arising under or in connection with the Contract;
17.2.2 any use made by you of the Products and/or Services;
17.2.3 any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with the Contract;
17.2.4 any other provision of these Terms and/or the Contract;
a Liability Event.
17.3 Notwithstanding anything to the contrary in these Terms, nothing in the Contract shall limit or exclude our liability:
17.3.1 for death or personal injury resulting from its own negligence or that of its representatives;
17.3.2 for fraud or fraudulent misrepresentation; or
17.3.3 to the extent that such liability or exclusion is not permitted by law.
17.4 Subject to Clause 17.3, our total liability in respect of all Liability Events arising in relation to:
17.4.1 a particular Product shall be limited to 100% of the Charges paid for that particular Product;
17.4.2 a particular Service shall be limited to 100% of the Charges paid for that particular Service;
17.4.3 in respect of all other Liability Events arising under or in relation to the Contract shall be limited to 100% of the Charges paid under the Contract.
17.5 Subject to Clause 17.3, we shall not be liable to you in respect of any Liability Events for any loss or damage which may be suffered by you (or any person claiming through or under you) whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
17.5.1 loss of profits;
17.5.2 loss of turnover;
17.5.3 loss of anticipated savings;
17.5.4 loss of business opportunity;
17.5.5 loss of goodwill;
17.5.6 loss or corruption of data;
17.5.7 damage to reputation;
17.5.8 any special, indirect or consequential loss;
provided that this Clause 17.5 shall not prevent claims for direct financial loss that are not excluded by Clauses 17.5.1 to 17.5.7 (inclusive).
17.6 We shall not be liable for any damage or losses to the extent they arise result of or in connection with:
17.6.1 any failure by you to observe and perform its obligations under these Terms;
17.6.2 any unauthorised or incorrect access or use of the Products and/or Services or use other than in accordance with these Terms or our instructions;
17.6.3 any modification or alteration of the Products and/or Services by any party other than us;
17.6.4 errors or omissions in any Products and/or Services to the extent they are based on and/or relate to the information or instructions provided by you or your employees, agents or representatives to us; or
17.6.5 any actions taken by us at your direction, including where we install the Products as part of the Services in accordance with your instruction and under your direction.
17.7 If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract.
17.8 We shall have no liability to you in respect of any Liability Event unless you shall have served notice of the same upon us within 3 months of the date you became aware or ought to have become aware of the consequences of the Liability Event.
18. Disputes
18.1 Please contact our customer service team who will do their best to resolve any problems you have with us or the Products or Services.
18.2 Which laws apply to these Terms and where you may bring legal proceedings if you are a consumer. These Terms are governed by English law and you can bring legal proceedings in respect of the Contract in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Contract in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Contract in either the Northern Irish or the English courts.
18.3 Which laws apply to these Terms and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
19. General
19.1 Events outside our control. We shall not be deemed to be in breach of these Terms or otherwise liable to you in any manner whatsoever for any failure or delay in performing our obligations under these Terms due to any event or circumstance beyond our reasonable control, or which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
19.2 Warranties. If you are a business, except as expressly set out in these Terms, all warranties, conditions terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law.
19.3 Assignment. You shall not be entitled to assign, charge or otherwise transfer these Terms or any of its rights or obligations under these Terms, or hold the benefit of these Terms in trust for any other person without our prior written consent.
19.4 Entire Agreement. These Terms and any documents expressly referred to in them contains the entire understanding between us and you and supersedes any subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the subject matter of these Terms. You acknowledge that you have not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Terms and your only remedy in respect of those representations, statements, assurances or warranties set out in these Terms will be for breach of contract, provided always that nothing in this Clause 19.4 shall exclude or limit our liability for any fraudulent misrepresentation or warranty fraudulently given and upon which you can prove you have placed reliance. 19.5 Third Party rights. These Terms are between you and us. No other person shall have any rights to enforce any of these Terms. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of these Terms. 19.6 Waiver. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products and/or Services, we can still require you to make the payment at a later date.
19.7 Severance. If any provision or part-provision of these Terms becomes invalid, illegal or unenforceable, it shall be deemed deleted but it shall not affect the validity and enforceability of the rest of these Terms.
20. Notices.
20.1 If we are providing notice to you, we shall send such notice to the email address you provide to us. Notice can be provided to us in connection with these Terms by email to:
20.1.1 [email protected] for Shading Specialists Limited; or
20.1.2 [email protected] for Distinctive Makers Limited.
20.2 Any notice shall be deemed to have been received the next Working Day.
20.3 This Clause 20 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.