Terms and Conditions

Terms and Conditions (B2C)

Our terms

  1. These terms
    1. What these terms cover. These are the terms and conditions on which we supply products to you.
    2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
  2. Information about us and how to contact us
    1. Who we are. We are Optagon Ltd a company registered in England and Wales. Our company registration number is 07089512 and our registered office is at Unit 4 Swallowgate Business Park, Holbrook Lane, Coventry, West Midlands, England, CV6 4BL. Our registered VAT number is 985452676.
    2. How to contact us. You can contact us by using the telephone numbers or email form on our website.
    3. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
    4. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
  3. Our contract with you
    1. How we will accept your order. Our acceptance of your order will take place when we email you our invoice, at which point a contract will come into existence between you and us.
    2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will refund you. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
    3. Your order number. We will assign an order number to your order and tell you what it is when we receive your order. It will help us if you can tell us the order number whenever you contact us about your order.
  4. Our products
    1. Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. 
    2. Product packaging may vary. The packaging of the product may vary from that shown in images on our website. 
    3. Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us.
  5. Your rights to make changes
    If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 - Your rights to end the contract).
  6. Our rights to make changes
    We may change the product to reflect changes in relevant laws and regulatory requirements. 
  7. Providing the products
    1. Delivery costs. The costs of delivery will be as displayed to you on our website.
    2. When we will provide the products. During the order process we will let you know when we will provide the products to you. 
    3. We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received. 
    4. Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours detailed on our website.
    5. Delivery and returns. See the details on our website.
    6. When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.
    7. When you own goods. You own a product which is goods once we have received payment in full.
    8. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it. 
    9. Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
      1. deal with technical problems or make minor technical changes;
      2. update the product to reflect changes in relevant laws and regulatory requirements;
      3. make changes to the product as requested by you or notified by us to you (see paymenclause 6).
  8. Your rights to end the contract
    1. You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
      1. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 11;
      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 8.2;
      3. If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods; 
      4. In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
    2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (c) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
      1. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
      2. there is a risk that supply of the products may be significantly delayed because of events outside our control; 
      3. you have a legal right to end the contract because of something we have done wrong. 
    3. Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days (but we allow you to change your mind within 30 days) and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. 
    4. When you don't have the right to change your mind.  You do not have a right to change your mind in respect of products that are:
      1. cut to size;
      2. custom made to order such as bespoke skylights and lanterns; or
      3. sealed for health protection or hygiene purposes, once these have been unsealed after you receive them
    5. How long do I have to change my mind? You have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
    6. Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) a re-stocking charge of 20% of the price as compensation for the net costs we will incur as a result of your ending the contract.
  9. How to end the contract with us (including if you have changed your mind)
    1. Tell us you want to end the contract. To end the contract with us, please let us know by either using the telephone number or email form on our website. 
    2. Returning products after ending the contract. See the details on our website.
    3. When we will pay the costs of return. We will pay the costs of return (provided we nominate the carrier):
      1. if the products are faulty, misdescribed or unsuitable substitution; or

      2. if you are ending the contract because we have told you of an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
        In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.   

    4. What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you (or deduct from any refund) the direct cost to us. 
    5. How we will refund you.  If you are entitled to a refund, we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
    6. Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
      1. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount. 
      2. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
    7. When your refund will be made. We will make any refunds due to you as soon as possible.  
  10. Our rights to end the contract
    1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
      1. you do not make any payment to us when it is due and you still do not make payment within 3 days of us reminding you that payment is due;
      2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
      3. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us. 
    2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
  11. If there is a problem with the product
    1. How to tell us about problems. If you have any questions or complaints about the product, please contact us by using the telephone numbers or email form on our website. 
    2. Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection provided in the case of collection that we nominate the carrier. Please use the telephone numbers or email form on our website to ask for a return label or to arrange a collection.
  12. Price and Payment
    1. Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order. 
    2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
    3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check liabprices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
    4. When you must pay and how you must pay. See our website for details.
  13. Our responsibility for loss or damage suffered by you
    1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987
    3. We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  14. Recommended Installers - Disclaimer
    1. Whilst we do not provide any installation services, there are times when we are approached by customers to recommend reputable tradespersons to install the products we sell. We make an effort to ensure any tradespersons or companies recommended by our staff, and/or listed on the Website are legitimate, reputable and have appropriate qualifications, membership to and/or approval of trade-related bodies, organisations and associations, this includes required completion of manufacturers approved product training before any recommendation or listing on the website. However this information is compiled directly from the tradespersons and companies themselves and we cannot be held responsible for any errors or inaccuracies in such information, or for the suitability or quality of any services or work completed by such third parties recommended by our staff, and/or listed on our Website.
    2. The recommendation of a tradesperson or company, and/or appearance on our Website does not necessarily imply our approval.
    3. We accept no liability for any transactions which take place between you and any such third parties.
  15. How we may use your personal information
    1. How we may use your personal information. We will only use your personal information as set out in our privacy policy.
  16. Other important terms
    1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. 
    2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. 
    3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    5. Even if we delay in enforcing this contract, we can still enforce it later. 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 this contract, 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. 
    6. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Terms and Conditions of Sale (B2B)

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

  1. Interpretation
    The following definitions and rules of interpretation apply in these Conditions. 
    1. Definitions:
      1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      2. Commencement Date: has the meaning given in clause 2.2.
      3. Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8. 
      4. Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
      5. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
      6. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
      7. Customer: the person or firm who purchases the Goods and/or Services from the Supplier. 
      8. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
      9. Deliverables: the deliverables set out in the Order.
      10. Delivery Location: has the meaning given in clause 4.2.
      11. Force Majeure Event: has the meaning given to it in clause 16.
      12. Goods: the goods (or any part of them) set out in the Order. 
      13. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      14. Order: the Customer's order for the supply of Goods and/or Services through our website, telephone number or email. 
      15. Services: the services, including the Deliverables, supplied by the Supplier to the Customer. 
      16. Supplier: OPTAGON LTD registered in England and Wales with company number 07089512, whose registered office address is at Unit 4 Swallowgate Business Park, Holbrook Lane, Coventry, West Midlands, England, CV6 4BL.
      17. Supplier Materials: has the meaning given in clause 8.1(h).
        UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    2. Interpretation:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
      2. A reference to a party includes its personal representatives, successors and permitted assigns.
      3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      5. A reference to writing or written includes fax and email. 
  2. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. 
    2. The Order shall only be deemed to be accepted when the Supplier issues acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    3. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue, subject to clause 9.
    6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
  3. Goods
    The Goods are described on the Supplier’s website, Digitally via email or via quotation (whichever is the later).
  4. Delivery of Goods
    1. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
    2. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    5. If the Customer (or the Customer’s customer as the case may be) fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
      2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    6. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer (or the Customer’s customer as the case may be) has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    7. The Supplier may deliver the Goods by instalments and all instalments shall be invoiced together on acceptance of Order. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 
    8. When Delivered to Northern Ireland the customer shall not forward or resell the goods to the European Union.

  5. Quality of Goods
    1. The Supplier warrants that on delivery: 
      1. the Goods shall conform in all material respects with their description; and 
      2. as far as it is able, the Supplier will pass on to the Customer the benefits of any warranties given by any third-party manufacturer in relation to the Goods.
    2. Subject to clause 5.3, the Supplier shall, at its option, replace the Goods, or refund the price of the Goods in full if:
      1. the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1(a);
      2. the Supplier is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost.
    3. The Supplier shall not be liable for the Goods if: 
      1. the Customer (or the Customer’s customer as the case may be) makes any further use of such Goods after giving a notice in accordance with clause 5.2;
      2. a defect arises because the Customer (or the Customer’s customer as the case may be) failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      3. a defect arises as a result of the Supplier following any drawing, design or information supplied by the Customer;
      4. the Customer (or the Customer’s customer as the case may be) alters or repairs such Goods without the written consent of the Supplier;
      5. a defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1(a).
    5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  6. Title and risk
    1. The risk in the Goods shall pass to the Customer on completion of delivery.
    2. Title to the Goods shall not pass to the Customer until the earlier of:
      1. the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and 
      2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. 
    3. Until title to the Goods has passed to the Customer, the Customer shall:  
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;  
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
      4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and
      5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as the Supplier’s agent; and
      2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
    5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d), then, without limiting any other right or remedy the Supplier may have:
      1. the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      2. the Supplier may at any time:
        1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
        2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  7. Supply of Services
    1. The Supplier shall supply the Services to the Customer in accordance with their description in all material respects.
    2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Supplier’s acceptance of the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    3. The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  8. Customer's obligations 
    1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
      4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;  
      5. prepare the Customer's premises for the supply of the Services;
      6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      7. comply with all applicable laws, including health and safety laws; and
      8. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the (Supplier Materials) in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
    2. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  9. Charges and payment
    1. The price for Goods and Services (as the case may be) shall be the price in the price list provided by the Supplier to the Customer when the Supplier sets the Customer’s account up.

    2. The Supplier reserves the right to change its prices by giving the Customer 30 days’ notice. 

    3. In respect of Goods, the Supplier shall invoice the Customer on acceptance of Order.

    4. The Customer shall pay each invoice submitted by the Supplier:

      1. Within the period agreed between the Supplier and the Customer when the Supplier sets the Customer’s account up, or in the absence of such agreement on receipt of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
      3. time for payment shall be of the essence of the Contract.
    5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
    6. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  10. Intellectual property rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 
    2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
    4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
  11. Data protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. The Privacy Statement on our website provides further details.
    3. Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
    4. Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
        2. the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
      5. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Customer without undue delay on becoming aware of a personal data breach;
      7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
    5. The Customer consents to the Supplier appointing the relevant manufacturer as a third-party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which the Supplier confirms  reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 11.
    6. Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
  12. Confidentiality
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
    2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
  13. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    4. Subject to clause 13.3, the Supplier's total liability to the Customer in respect of all breaches of duty occurring in relation to an Order shall not exceed the total of all sums paid by the Customer under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer.
    5. This clause 13.5 sets out specific heads of excluded loss and exceptions from them:
      1. Subject to clause 13.3, the types of loss listed in clause 13.5(c) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 13.5(d) are not excluded.
      2. If any loss falls into one or more of the categories in clause 13.5(c) and also falls into a category, or is specified, in clause 13.5(d), then it is not excluded.  
      3. The following types of loss are wholly excluded:
        1. loss of profits;
        2. loss of sales or business;
        3. loss of agreements or contracts;
        4. loss of anticipated savings;
        5. loss of use or corruption of software, data or information;
        6. loss of or damage to goodwill; and
        7. indirect or consequential loss.
      4. The following types of loss and specific loss are not excluded:
        1. sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract;
        2. wasted expenditure;
        3. additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials; and
        4. losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Supplier's personnel, regulators and customers of the Customer.
    6. The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    7. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    8. This clause 13 shall survive termination of the Contract.
  14. RECOMMENDED INSTALLERS - Disclaimer
    1. Whilst the Supplier does not provide any installation services, there are times when we are approached by customers to recommend reputable tradespersons to install the products we sell. We use reasonable endeavours to ensure any tradespersons or companies recommended by our staff, and/or listed on the Website are legitimate, reputable and have appropriate qualifications, membership to and/or approval of trade-related bodies, organisations and associations, this includes required completion of manufacturers approved product training before any recommendation or listing on the website. However this information is compiled directly from the tradespersons and companies themselves and we cannot be held responsible for any errors or inaccuracies in such information, or for the suitability or quality of any services or work completed by such third parties recommended by our staff, and/or listed on our Website.
    2. The recommendation of a tradesperson or company, and/or appearance on our Website does not necessarily imply our approval.
    3. We accept no liability for any transactions which take place between you and any such third parties.
  15. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 
      1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment; or 
      2. there is a change of control of the Customer.
    3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  16. Consequences of termination
    1. On termination of the Contract: 
      1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  17. Force majeure
    Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
  18. General
    1. Assignment and other dealings.
      1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
    2. Notices.
      1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        2. sent by fax to its main fax number or sent by email to the address notified by it.
      2. Any notice shall be deemed to have been received:
        1. if delivered by hand, on signature of a delivery receipt;
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;and
        3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      3. This clause 17.2 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.
    3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17.3 shall not affect the validity and enforceability of the rest of the Contract.
    4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    6. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. 
      3. Nothing in this clause shall limit or exclude any liability for fraud.
    7. Third party rights.
      1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    8. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
    9. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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