Terms and Conditions

Introduction

A. About us.

(a) The “Supplier” is Direct Roofing Systems Limited (registered in England and Wales with company number 10942931), whose registered office is at Unit B1 Concorde Way, Millennium Business Park, Mansfield, Notts, NG19 7JZ.

(b) Our main trading address is Unit B1 Concorde Way, Millennium Business Park, Mansfield, Notts, NG19 7JZ.

(c) Our VAT number is 290774082.

(d) We operate the website www.directroofingsystems.co.uk

(e) Our main contact telephone number is 01623 702611.

(f) Our main contact email address is sales@directroofingsystems.co.uk

B. References.

(a) References to We, Us and Our refer the Supplier.

(b) References to You, Your or Customer refer to the person or firm who purchases the Goods from the Supplier.

C. Our contract.

These terms and conditions as amended from time to time under clause 11.4 (Conditions) apply to each Order by You and supply of Goods by Us to You (Contract). No other terms are implied by trade, custom, practice, or course of dealing.

D. Language.

These Sale Terms and the Contract are made only in the English language. If they are translated into any other language the English language text shall prevail and apply.

E. Your copy.

You should print or copy these Sale Terms or save them to your computer for future reference.

1. Interpretation

1.1 Definitions not defined elsewhere in the Conditions:

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: In respect of an affected party claiming force majeure relief (the “FM Relief Claimer”), any of the following events or circumstances whether or not known or anticipated before entering into the Contract:

(1) act of God, natural disaster or severe adverse weather conditions (to include, but not limited to, storms);

(2) fires or floods;

(3) riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism;

(4) any outbreak, continuance or development of any epidemic or pandemic in its original or mutated/varied form;

(5) any introduction of or change in any law or government sanction, prohibition, restriction or binding guidance or requirement;

(6) any statement, act or omission of any person other than the FM Relief Claimer, a member of the same corporate group as the FM Relief Claimer, or their respective sub-contractors, employees or agents;

(7) any event, occurrence or circumstance beyond the reasonable control of the FM Relief Claimer or its applicable sub-contractor(s); or

(8) any combination of the above.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, (which in the case of an offline purchase is as set out as stated on our standard Order Form).

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Direct Roofing Systems Limited (registered in England and Wales with company number 02840500), whose registered office is at 42-44 Nottingham Road, Mansfield, England, NG18 1BL.

1.2 Interpretation rules:

(a) A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) 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.

(e) A reference to writing or written includes email.

(f) A reference to will or shall has the same meaning and affect as the expression must.

(g) For the avoidance of doubt: (i) the Supplier’s obligations relate solely to supply of products and not to any design, installation, or construction works within the meaning of the Construction (Design and Management) Regulations 2015 or the Construction Act 1996, and (ii) nothing in these Conditions or the Contract shall operate or be interpreted as treating the Supplier as a principal contractor or principal designer under or for the purposes of such regulations in the context of the Contract.

2. Basis of contract

2.1 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 law, trade custom, practice or course of dealing.

Offline Purchase

a. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

b. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, and a deposit of at least 50% of the Order value has been received, at which point the Contract shall come into existence.

Online Purchase

a. Placing Your Order. The Customer must follow the onscreen prompts to place an Order. Each Order is an offer by the Customer to buy Goods subject to these Conditions.

b. Correcting input errors. The Supplier’s Order process allows the Customer to check and amend any errors before submitting the Order to the Supplier. The Customer must check the Order carefully before confirming it. The Customer is responsible for ensuring that the Order and any specification submitted by the Customer is complete and accurate.

c. Acknowledging receipt of an Order. After the Customer places an order, the Customer will receive an email from the Supplier acknowledging that the Supplier has received it, but please note that this does not mean that the Order has been accepted. The Supplier’s acceptance of the Order will take place as described in in paragraph d. below.

d. Accepting an Order. The Supplier’s acceptance of an Order takes place when the Supplier sends an email to the Customer confirming acceptance of the Order and, unless the Customer has an approved credit account with the Supplier, a deposit of at least 50% of the Order value has been received. At that point, a Contract between the Supplier and the Customer will come into existence. If the Customer has an approved credit account, the Supplier may, at its discretion, accept an Order without requiring a deposit. The Customer must ensure that its credit account remains within the approved limit and that all invoices are paid in accordance with the agreed credit terms. The Supplier reserves the right to suspend or withdraw credit facilities at any time and to require payment in advance before accepting further Orders..

e. If the Supplier cannot accept an Order. If the Supplier is unable to supply the Goods to the Customer for any reason, the Supplier will inform the Customer of this by email and the Supplier will not process the Order. If the Customer has already paid for the Goods, the Supplier will refund the full amount including any delivery costs charged as soon as possible.

2.2 Once an Order has been accepted, it may not be cancelled or varied by the Customer except with the Supplier’s prior written consent. If the Supplier agrees to cancellation or variation, the Customer shall indemnify the Supplier in full against all losses (including loss of profit), costs, damages, charges, and expenses incurred as a result of the cancellation or variation.

2.3  The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.

2.4 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5 The Supplier reserves the right to continually improve products, therefore methods, material and changes to specification may be made from time to time without prior notice.

2.6  A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

2.7 The Supplier shall not be responsible for verifying the accuracy or suitability of any site measurements, dimensions, or structural openings provided by the Customer or its installer. The Customer shall ensure that all dimensions, tolerances, site conditions, and building openings are checked and suitable for the Goods prior to manufacture and installation

3. Goods

3.1 The Goods are as described in the Supplier’s applicable published catalogue, website, or online social media accounts (as modified by any applicable Specification if clause 3.2 applies) (the “Goods Descriptions”); however, the images of the Goods are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, the Supplier cannot guarantee that printed documents or the Customer’s computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

3.2 All sizes, weights, capacities, dimensions, and measurements of any handmade Goods are to be treated as having a maximum 2% tolerance.

3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 [reasonable] professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement (or to improve the product), and the Supplier shall notify the Customer in any such event.

3.5 Where a specified component, profile, or hardware item becomes unavailable, the Supplier may substitute an equivalent or higher-performance product of comparable aesthetic and functional standard without prior notice.

3.6 The Customer is responsible for determining that the Goods are suitable for the intended site conditions, exposure, thermal performance, security rating, and regulatory requirements (including Building Regulations Part L, F, K, and Q). The Supplier does not provide design, engineering, or installation advice unless expressly agreed in writing.

4. Delivery

4.1 The Supplier will take care that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type, and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

(c)  The Customer shall handle all Goods using appropriate lifting equipment, protective materials, and personnel trained in the safe movement of glazed and aluminium products. The Supplier shall not be liable for any damage caused during handling after delivery.

4.2 If the parties agree in the Order or otherwise in writing for the Supplier to deliver the Goods, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (the Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. However, the Supplier does not in any event deliver (or commit to deliver) to addresses outside the United Kingdom. If the Customer requests a change to the Delivery Location after the Order has been accepted, the Supplier may agree to such change at its discretion, provided that the Customer shall be responsible for any additional costs, expenses, or charges incurred as a result of the change. The Customer shall ensure safe and adequate access for delivery vehicles and unloading, including mechanical assistance if required. The Supplier shall not be responsible for any damage or delay arising from inadequate access, unsafe conditions, or the Customer’s failure to provide suitable unloading facilities.

4.3 The Customer may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK

4.4 If the parties agree in the Order or otherwise in writing for the Customer to collect the Goods, the Customer shall collect the Goods from the Supplier’s premises as noted in the Order or such other location as may be advised by the Supplier prior to collection (Collection Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

4.5 Actual delivery is deemed completed on the completion of unloading of the Goods at the Delivery Location (if clause 4.2 applies) or the Goods coming into the possession of the Customer before or after onloading at the Collection Location (if clause 4.3 applies).

4.6 Any dates quoted for delivery are estimates only, and time of delivery shall not be of the essence. The Supplier may vary delivery or collection dates where reasonably necessary for production scheduling or availability of materials, and shall not be liable for any delay in delivery caused by a Force Majeure Event, shortage of materials, or the Customer’s failure to provide adequate instructions.

4.7 If the Supplier fails to deliver the Goods at all, the Supplier’s liability shall be limited (a) the reasonable direct cost to the Customer of obtaining equivalent goods, or, if lower, (b) the Contract price of the delayed/undelivered Goods, and the Supplier shall have no liability for loss of profit, business or other consequential loss.

4.8 If the Customer fails to take or accept delivery of the Goods under clause 4.4 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 the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place at the Customer’s risk and expense and may charge the Customer for storage, insurance, administration, and any additional handling costs.

4.9 Payment pre-condition; withholding; storage; resale.

(a)  The Supplier is not obliged to deliver the Goods or make them available for collection if any amount due from the Customer under this Contract or any other contract with the Supplier is overdue, or (where the Customer does not have an approved credit account) if payment in full has not been received in cleared funds at least two (2) Business Days before the agreed delivery or collection date.

(b)  Where the Customer has an approved credit account, the Supplier may withhold delivery or collection where the Customer has exceeded its credit limit or has any overdue invoice, and the Supplier shall have no liability for any delay or failure to deliver/permit collection arising from the operation of this clause.

(c)  If delivery or collection is delayed (i) under this clause 4.9 or 4.8, or (ii) at the Customer’s request, the Supplier may store the Goods at the Customer’s risk and expense and charge the Customer reasonable storage, insurance, administration and additional handling costs, and may require payment of all outstanding sums (including such charges and any re-delivery/collection charges) before arranging re-delivery or releasing the Goods.

(d)  If the Customer fails to take delivery or collect within ten (10) Business Days after notification that the Goods are ready, the Supplier may resell or otherwise dispose of the Goods and recover from the Customer all losses, costs and expenses (including storage, insurance, administration, additional handling and loss of profit or margin) arising from that failure. The Supplier may retain and apply any deposit or payment already received from the Customer towards those amounts. If the total of any amounts already paid by the Customer and the resale proceeds exceeds the total sums properly due to the Supplier (including such losses, costs and expenses), the Supplier shall refund the balance (if any) to the Customer. If they fall short, the Customer shall pay the shortfall on demand.

4.10 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.12 Payment status at or before delivery.

(a) The Supplier shall not be obliged to deliver the Goods (or any instalment) unless payment has been made in accordance with the Contract, including clause 4.9.

(b) Where the Supplier elects, at its discretion, to deliver the Goods before full payment has been received, such delivery shall not constitute a waiver of the Supplier’s right to require payment in full or to exercise any of its rights under clauses 6 (Title and risk), 7 (Price and payment) or 9 (Termination). Title to the Goods shall remain with the Supplier until paid for in full in accordance with clause 6.2.

(c) If the Customer has paid in full before delivery, the Supplier shall still be entitled to withhold delivery where it reasonably considers delivery unsafe or impracticable under clause 4.2 or 4.8, or where delivery would otherwise breach any applicable law or regulation.

(d) Where an invoice is not fully paid by the time of delivery or collection, the Supplier may charge interest and recover costs under clause 7.8 and clause 7.11, and may withhold further deliveries or manufacture until all outstanding sums have been received.

5. Quality

5.1 Notification of shortages, damage or non-delivery.

(a) The Customer shall inspect all Goods immediately upon delivery or collection and shall record any visible damage, shortage or mis-delivery on the delivery note (if any) at the time of delivery or collection. If there is no delivery note, the visible damage, mis-delivery or shortage must be notified verbally immediately upon delivery or collection and then confirmed in writing within 72 hours of such delivery or collection.

(b) In the case of non-delivery, the Customer must notify the Supplier in writing within three (3) Business Days after the expected delivery date notified by the Supplier.

(c) The Customer must retain the Goods and packaging for inspection and must not dispose of, repair, or install the Goods without the Supplier’s written consent.

(d) Failure to comply with this clause shall release the Supplier from any liability for shortage, damage, or non-delivery (except where the Customer proves the Supplier’s fraud or deliberate concealment).

(f) Notification under this clause shall not of itself constitute acceptance of liability by the Supplier, and the Supplier’s obligations shall be limited in accordance with the terms of the Contract.

5.2 Product Warranty

(a) The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (or such longer period as specified in any applicable written product warranty certificate), the Goods shall (i) conform in all material respects with their description and any agreed Specification, and (ii) be free from material defects in design, material and workmanship.

(b) On request the applicable product warranty certificate can be emailed or posted.

5.3 Subject to the remaining provisions of clause 5 below, the Supplier shall, at its sole discretion:(i) supply any missing Goods, (ii) repair or replace the non-conforming or defective Goods (or the affected part), or (iii) refund the price of the affected Goods in full or in part, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty under clause 5.1 (a “Warranty Non-Conformity”);

(b) the Supplier is given a reasonable opportunity of examining such Goods;

(c) the Customer shares all relevant information and documents relevant for the above stated examination and the related dispute resolution;

(d) 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; and

(e)  the Warranty Non-Conformity is agreed or determined in writing to be valid, or the Supplier otherwise accepts liability expressly and specifically in writing for the Warranty Non-Conformity.

5.4 The Supplier shall not be liable for any failure of the Goods to comply with the warranty under clause 5.1 where the non-conformity, defect or damage arises (in whole or in part) from any of the following:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the Customer’s failure to follow the Supplier’s oral or written instructions, or good trade practice, relating to handling, off-loading, storage, protection on site, commissioning, installation, glazing, sealing, finishing, or maintenance of the Goods, including failure to use competent installers or appropriate fixing materials, sealants, or flashings;

(c) the Supplier having manufactured or supplied the Goods in accordance with any drawing, design, dimensions, tolerance, measurement, specification or instruction provided or approved by the Customer;

(d) any alteration, modification, drilling, cutting, painting, or repair of the Goods by or on behalf of the Customer without the Supplier’s prior written consent;

(e) fair wear and tear, wilful damage, accident, negligence, improper lifting or transport, incorrect installation into the surrounding structure, exposure to corrosive or marine environments without appropriate finishes, or failure to maintain protective coatings or drainage systems;

(f) movement or settlement of the surrounding structure, glazing system, roof or building fabric into which the Goods are incorporated, or any incompatibility between the Goods and other materials supplied or installed by third parties;

(g) the Goods differing from their description or the Specification as a result of changes made by the Supplier to ensure compliance with applicable statutory or regulatory requirements or to improve performance or durability; or

(g) any combination of the above applies.

5.5 Powder-coated and anodised finishes are warranted only against manufacturing defects in accordance with the applicable coating supplier’s warranty terms, and are not covered for fading, discolouration, or corrosion caused by environmental exposure, contact with cement, salt, chemicals, or incompatible sealants.

5.6 Insulated glass units are warranted only for seal failure (misting) in normal conditions and are not covered for thermal fracture, scratches, breakage due to impact, or misuse.

5.7 The Goods are intended for use only in the UK. The Supplier does not warrant that the Goods comply with the laws, regulations, or standards outside the UK.

5.8 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 process around quality.

5.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.10 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.11 Some of the Goods will come with a manufacturer’s guarantee (for example, where the Supplier is not the manufacturer). For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods. If the Supplier is not the manufacturer then the Supplier will not be responsible or liable for any such manufacturer’s guarantee.

5.12 Save as expressly set out in these Conditions, all other warranties, conditions, or terms implied by statute or law are excluded to the fullest extent permitted.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery under clause 4.4.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for:

(i) the Goods; and

(ii) 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

(iii) 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.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from delivery until title passes;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 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:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer:

a) the Supplier may by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b) the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, the Supplier, its agents, and sub-contractors may at any time enter the Customer’s premises (or those of any third party where the Goods are stored) to inspect or recover the Goods.

6.6  The Customer shall not fix, install, or incorporate any Goods into any building or structure until the Supplier has received payment in full for those Goods. If the Goods are delivered to site before payment, the Customer shall store them separately, clearly marked as the Supplier’s property, and keep them insured for their full value until payment is received. Where the Goods have nevertheless been fixed or incorporated before payment, the Customer shall be deemed to hold the proceeds of any sale or contract relating to those Goods on trust for the Supplier, and shall pay such proceeds to the Supplier immediately upon receipt.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time ten Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance, and transport of the Goods, which shall be invoiced to the Customer; and

(c) excludes delivery charges and non-standard packaging charges (and pallet charges) – and such charges are as set out at Zero except where specifically agreed that a charge is to be made and as such confirmed by email.

7.4 In respect of online pricing:

(a) It is always possible that, despite the Supplier’s reasonable efforts, some of the Goods on its website may be incorrectly priced.

(b) The Supplier will normally check prices as part of our dispatch procedures so that:

(i) where the Goods’ correct price is less than the price stated on our site, the Supplier will charge the lower amount when dispatching the Goods to the Customer; and

(ii) if the Goods’ correct price is higher than the price stated on the website, the Supplier will contact the Customer in writing as soon as possible to inform the Customer of this error and the Supplier will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order, and in that regard:

(A) the Supplier will not process the Order it has the Customer’s instructions;

(B) if the Supplier is unable to contact the Customer using the contact details that the Customer provided during the order process, the Supplier will treat the Order as cancelled and notify the Supplier in writing; and

(C) if the Supplier mistakenly accepts and processes the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund any sums that the Customer has already paid.

7.5 Payments can be made using debit or credit cards or any third-party payment platform, and the Customer will be responsible and liable to comply with the terms of the third party payment platform to the extent used by the Customer.

7.6 Payment scenarios:

(A) For online sales, payment for the Goods and all applicable delivery charges is required in advance.

(B) For custom-made or bespoke Goods, full payment must be made at the time the order is placed. The Customer acknowledges that such Goods are made to their individual specifications and that, once manufacturing has commenced, they will have no right to cancel the order under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

(C) For standard (non-bespoke) Goods, the Supplier may not charge the Customer’s debit card or credit card until the Supplier has dispatched the Goods for delivery or released them for collection. The Customer retains any applicable right to cancel the order prior to dispatch in accordance with the Supplier’s cancellation policy and consumer law.

7.7 For offline sales:

(a) The Supplier may invoice the Customer for the Goods on or at any time before delivery or collection. Unless the Customer has an approved credit account, payment in full must be received in cleared funds no later than two (2) Business Days before the agreed delivery or collection date. For Customers with an approved credit account, payment shall be made in accordance with the agreed credit terms confirmed in writing by the Supplier.

(b) The Customer shall pay each invoice submitted by the Supplier:

(i) Within or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(ii) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.8 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 9, 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 7.8 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%.

7.9 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).

7.10 If the Supplier reasonably believes the Customer’s financial position has deteriorated, or payment is likely to be delayed, the Supplier may:

(a)   require payment in advance of delivery or further performance;

(b) suspend manufacture or delivery of any Goods; and

(c)   cancel any credit terms previously agreed.

7.11 The Supplier shall be entitled to recover from the Customer all costs and expenses incurred in recovering overdue sums, including legal and debt recovery costs on an indemnity basis.

8. Limitation of liability

8.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10 million per claim. The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

8.4 Subject to clause 8.3, the Supplier’s total liability to the Customer shall not exceed 150% of the total amount actually paid under the Contract for the Goods giving rise to the claim.

8.5 Subject to clause 8.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data, or information;

(f) loss of or damage to goodwill;

(g) wasted expenditure;

(h) punitive damages;

(i) any loss or other liability to the extent caused by, contributed to by, made worse by or otherwise arising from any statement, act, or omission of any person other than the Supplier, a sub-contractor of the Supplier or their respective employees;

(j) indirect or consequential loss.

8.6 The parties will fully co-operate to notify complaints, concerns, claims and disputes promptly and to then seek to discuss and seek to resolve the same in a reasonably time and cost-efficient manner.

8.7 Unless otherwise agreed in writing, the Supplier supplies Goods on a supply-only basis and shall have no liability for installation workmanship or on-site assembly. The Customer shall ensure that all installations are carried out by competent, insured installers in accordance with the Supplier’s fixing details, structural calculations (where provided), and good glazing industry practice.

8.8 The Customer acknowledges it is responsible for obtaining its own insurance to cover any loss of profit, business interruption, or indirect loss that may arise from supply delays or product defects.

8.9 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so;

(b) the Customer 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), obtaining a moratorium, 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;

(c) the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Supplier may suspend manufacture, delivery or other processing concerning the Goods under the Contract (and/or suspend performance of any other contract between the Customer and the Supplier) if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d) inclusive, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of 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.

9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at 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.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. 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 a Force Majeure Event (however, the Customer cannot claim benefit of such relief to the extent that it concerns the obligation to pay an undisputed amount due to the Supplier under or concerning the Contract). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for twelve weeks, the party not affected may terminate the Contract by giving a minimum of thirty days’ written notice to the affected party.

11. General

11.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 IPR.

(a)    All intellectual property rights in the Goods, Specifications, drawings, designs, documents, catalogues, and other materials supplied or created by the Supplier shall remain the Supplier’s exclusive property.

(b)   The Customer shall not copy, reproduce, modify, or use any such materials except for the purpose of installing or marketing the Goods supplied.

11.3 Confidentiality & Data Protection.

(a) Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract (and thereafter for as long as the law permits), disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

(d) The Supplier will process business contact details provided by the Customer for the purposes of account management, order fulfilment, and marketing of similar products and services in accordance with applicable data protection laws. The Customer may opt out of marketing communications at any time.

11.4 Entire agreement.

(a) 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.

(b) Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.5 Variation.

The Supplier may from time to time amend these Conditions by publishing updated terms on its website, and such updated terms shall apply to all Orders placed after the date of publication. No variation of a specific Order or the Contract shall be effective unless agreed in writing by both parties.

11.6 Waiver.

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) 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

(ii) sent by email to the address noted in the Order or otherwise published on the party’s website or other social media as the main sales or complaints communication email.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by 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 11.8(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.

(c) This clause 11.8 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.

11.9 Third party rights.

(a) 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10 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.

11.11 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.