Terms and Conditions

Consumer Terms & Conditions

Our terms

1. These terms
- 1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods or services.
- 1.2 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
- 2.1 Who we are. We are Blind Maker Limited a company registered in England and Wales. Our company registration number is 9768514 and our registered office is at Deal Direct Blinds, 4 Saltmeadows Road, Gateshead, England, NE8 3AH.
- 2.2 How to contact us. You can contact us by telephoning our customer service team at 0191 4490069 or by writing to us at sales@dealdirectblinds.co.uk or Deal Direct Blinds, Unit 4 Saltmeadows Road, Gateshead, Tyne & Wear, NE8 3AH.
- 2.3 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.
- 2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
- 3.1 How we will accept your order. Our acceptance of your order will take place when we contact you to accept it, at which point a contract will come into existence between you and us.
- 3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. 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.
- 3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
- 3.4 We only sell to the UK. Our brochure and marketing material is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
4. Our products
- 4.1 Products may vary slightly from their pictures. The images of the products in our brochure and on our website are for illustrative purposes only. Although we have made every effort to ensure the colours are accurately represented there may be minor variations and 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.
- 4.2 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 in our brochure 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
- 6.1 Minor changes to the products. We may change the product:
  - (a) to reflect changes in relevant laws and regulatory requirements; and
  - (b) to implement minor technical adjustments and improvements, for example to address a safety issue. These changes will not affect your use of the product.
7. Providing the products
- 7.1 Delivery and installation costs. The delivery and installation of the products will be free of charge.
- 7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. If the products are ongoing services, we will also tell you during the order process when and how you can end the contract.
  - (a) If the products are goods. If the products are goods we will contact you with an estimated delivery date.
  - (b) If the products are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
- 7.3 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.
- 7.4 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 of 8am – 5pm on weekdays (excluding public holidays) and 8am – 4pm on Saturdays.
- 7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery, we will charge for any subsequent installation at a rate of £5.00 per visit to your premises and £3.00 for each individual blind which constitutes the product.
- 7.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from us we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
- 7.7 If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10.2 will apply.
- 7.8 Your legal rights if we deliver goods late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
  - (a) we have refused to deliver the goods;
  - (b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
  - (c) you told us before we accepted your order that delivery within the delivery deadline was essential.
- 7.9 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.8, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
- 7.10 Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause 7.8 or clause 7.9, you can cancel your order for any of the goods or reject goods that have been delivered. If you wish, you can reject or cancel the order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either return them in person to where you bought them or allow us to collect them from you.
- 7.11 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 or a carrier organised by you collect it from us.
- 7.12 When you own goods. You own a product which is goods once we have received payment in full.
- 7.13 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 notified to you before you placed your order. 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.
- 7.14 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
  - (a) deal with technical problems or make minor technical changes;
  - (b) update the product to reflect changes in relevant laws and regulatory requirements;
  - (c) make changes to the product as requested by you or notified by us to you (see clause 6).
- 7.15 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 12.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.5).
- 7.16 Your obligations
  - You shall:
  - (a) ensure that the terms of the order and the specification are complete and accurate;
  - (b) co-operate with us in all matters relating to the services;
  - (c) provide us, our employees, agents, consultants and subcontractors, with access to the your premises and other facilities as reasonably required by us to provide the services;
  - (d) provide us with such information and materials as we may reasonably require to supply the services, and ensure that such information is accurate in all material respects;
  - (e) prepare your premises for the supply of the services, including the removal of all furniture or other obstructions as necessary;
  - (f) 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;
  - (g) keep and maintain all materials, equipment, documents and other property of the us at the your premises in safe custody at its own risk, maintain the our materials in good condition until returned to us, and not dispose of or use the materials other than in accordance with the our written instructions or authorisation;
  - (h) ensure the general condition of the area where fixings might be required is of a nature to be capable of taking the appropriate fixing. If the condition of this is so that the product cannot be installed, you will take measures to resolve the condition of the fixing area before installation is completed;
  - (i) in the event that the dimension of the fitting area is not equal at each end, then the shortest dimension will be used as the manufacturing size;
  - (j) ensure that they are available for the duration of the appointment time confirmed by the Supplier; and
  - (k) ensure that if any products are provided to you for your own installation, that you install the child safety unit supplied with the product, in a manner which is compliant with the relevant legal requirements. Further information on these requirements are available from the Supplier and the British Blind and Shutter Association (www.bbsa.org.uk).
8. Your rights to end the contract
- 8.1 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:
  - (a) 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 a service re-performed or to get some or all of your money back), see clause 11;
  - (b) 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;
  - (c) 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;
  - (d) In all other cases (if we are not at fault and there is no right to change your mind).
- 8.2 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 (e) 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:
  - (a) we have told you about an upcoming change to the product or these terms which you do not agree to;
  - (b) 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;
  - (c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
  - (d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than [PERIOD]; or
  - (e) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 7.8).
- 8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought off-premises you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
- 8.4 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:
  - (a) products which have been made to your specifications or requirements or are otherwise personalised for you; or
  - (b) services, once these have been completed, even if the cancellation period is still running.
- 8.5 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
  - (a) Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
  - (b) Have you bought goods? If so 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.
- 8.6 What happens if I need my products manufactured and installed as quickly as possible?
  - If you would like to have the above products made and installed as quickly as possible, you instruct Deal Direct Blinds to proceed with the manufacturing before the end of the 7 day cooling off period. In doing so you accept that if you do wish to cancel your order within the 7 day cooling off period, you will be liable to pay a reasonable charge for whatever work as been carried out by Deal Direct Blinds in relation to its performance of this contract.
9. How to end the contract with us (including if you have changed your mind)
- 9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
  - (a) Phone or email. Call customer services on 0191 4490069 or email us at sales@dealdirectblinds.co.uk. Please provide your name, home address, details of the order and, where available, your phone number and email address.
  - (b) By post. Simply write to us at 4 Saltmeadows Road, Gateshead, England, NE8 3AH, including details of what you bought, when you ordered or received it and your name and address.
- 9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them or allow us to collect them from you. Please call customer services on 0191 4490069 or email us at sales@dealdirectblinds.co.uk to arrange. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
- 9.3 When we will pay the costs of return. We will pay the costs of return:
  - (a) if the products are faulty or misdescribed; or
  - (b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, 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; or
  - In all other circumstances you must pay the costs of return.
- 9.4 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 the direct cost to us of collection. We charge for collection of any products.
- 9.5 How we will refund you. 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.
- 9.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
  - (a) 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.
  - (b) 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.
  - (c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
- 9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
  - (a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.8.
  - (b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. Our rights to end the contract
- 10.1 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:
  - (a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
  - (b) 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;
  - (c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
  - (d) you do not, within a reasonable time, allow us access to your premises to supply the services.
- 10.2 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 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
- 11.1 How to tell us about problems. We are under a legal duty to supply products that are in conformity with this contract. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 0191 4490069 or by writing to us at or write to us at sales@dealdirectblinds.co.uk or Deal Direct Blinds, 4 Saltmeadows Road, Gateshead, England, NE8 3AH. Alternatively, please speak to one of our staff in-store.
- 11.2 Our guarantees. Please note, these terms reflect the warranties offered by us:

Guarantee duration from date of order	Applicable products and repair or replacement costs within the guarantee period
1 Year	All products shall conform in all material respects with their description in the Goods Specification, be free from material defects in design, material and workmanship, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and be fit for any purpose held out by the us.
3 Years	Plantation shutters. Any repair or replacement at your premises will be free of charge.
5 Years	Somfy motor. Any repair or replacement will be free of charge if returned to our premises or to be repaired or replaced at your premises it will incur a £50.00 call out fee.
5 Years	Cherubini Awning motor. Any repair or replacement will be free of charge if returned to our premises or to be repaired or replaced at your premises it will incur a £150.00 call out fee.
10 Years	Roller blinds, perfect fit roller blinds, vision blinds, roman blinds, venetian blinds, wood venetian blinds, faux blinds, visage blinds, vertical head rail blinds, Venetian blinds, perfect fit pleated blinds, pleated blinds, panel track blinds and panel roller blinds. Applies to blinds supplied and fitted after 1st September 2017.

- To benefit from the applicable guarantee :
  - (a) you must give notice in writing, accompanied by the original invoice, during the guarantee period and within a reasonable time of discovery, that the product does not comply with the applicable guarantee;
  - (b) you must give us a reasonable opportunity of examining such products;
  - (c) only following compliance with the above sub-clauses shall we, at our option, repair or replace the products, or refund the price of the defective products in full.
  - (d) this applies only to all mechanism working parts
- We shall not be liable for the products’ failure to comply with the applicable guarantee if:
  - (a) you make any further use of such products after giving a notice;
  - (b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products or (if there are none) good trade practice;
  - (c) the defect arises as a result of our following any drawing, design or specification supplied by you;
  - (d) you alter or repair such products without the written consent of us;
  - (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
  - (f) the products differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
  - (g) the damage or defect was caused by mould;
  - (h) the damage or defect was as a result of intentional damage by you or any third party;
  - (i) the damage or defect was caused by accidental damage by you or any third party;
  - (j) the damage or defect was caused by moisture damage; and/or
  - (k) the damage or defected by as a result of negligence by you or any third party.
- Any events listed above will void the applicable guarantee and consequently any repairs or replacements to the products will require you to pay for parts and labour.
- The terms of these Conditions shall apply to any repaired or replacement products.

12. Price and payment
- 12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated in on your order form. 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.
- 12.2 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.
- 12.3 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 prices 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 unmistakeable 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.
- 12.4 When you must pay and how you must pay. We accept payment in cash, by credit card, debit card, cheque or bank transfer. When you must pay depends on what product you are buying:
  - (a) For goods, you must pay 50% of the price of the products on confirmation of the order. The remaining 50% of the price is payable upon delivery of the products.
  - (b) For services, we will invoice you in advance for the services and you must pay each invoice within 7 calendar days after the date of the invoice.
- 12.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
- 12.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
13. Our responsibility for loss or damage suffered by you
- 13.1 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.
- 13.2 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 as summarised at clause 11.1; and for defective products under the Consumer Protection Act 1987.
- 13.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
- 13.4 When we are liable for damage caused by digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- 13.5 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. How we may use your personal information
- 14.1 How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.
15. Other important terms
- 15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- 15.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. However, you may transfer our guarantee at clause 11.2 to a person who has acquired the product or, where the product is services, any item or property in respect of which we have provided the services. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.
- 15.3 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.
- 15.4 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.
- 15.5 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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
- 15.6 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.

Commercial Terms & Conditions

Blind Maker Ltd Terms and Conditions

1. INTERPRETATION
- 1.1 Definitions. In these Conditions, the following definitions apply:
  - Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  - Commencement Date: has the meaning set out in clause 2.2.
  - Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.
  - Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
  - Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
  - Deliverables: the deliverables set out in the Order.
  - Delivery Location: has the meaning set out in clause 4.1.
  - Force Majeure Event: has the meaning given to it in clause 14.1.
  - Goods: the goods (or any part of them) set out in the Order.
  - Goods Specification: any specification for the Goods, including the order form any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
  - Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
  - Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s signed written acceptance of the Supplier’s order form.
  - Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification below.
  - Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
  - Supplier: Blind Maker Limited registered in England and Wales with company number 9768514.
  - Supplier Materials: has the meaning set out in clause 8.1(g).
  - Working Parts: trucks, cord, wands, cord locks, barrels, mechanical working parts, brackets, tilt units and control chain. For the avoidance of doubt, this excludes all wood, faux wood and fabric.
- 1.2 Construction. In these Conditions, the following rules apply:
  - (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  - (b) a reference to a party includes its personal representatives, successors or permitted assigns;
  - (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  - (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  - (e) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
- 2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
- 2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
- 2.4 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 sample books, leaflets, brochures or website content 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.
- 2.5 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.
- 2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
- 2.7 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
- 3.1 The Goods are described in the Supplier’s sample books as modified by the Goods Specification.
- 3.2 To the extent that the Goods are to be manufactured in accordance with a Goods 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 Goods Specification. This clause 3.2 shall survive termination of the Contract.
- 3.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. DELIVERY AND INSTALLATION OF GOODS
- 4.1 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.
- 4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
- 4.3 The Customer must provide the Supplier with at least 2 Business Days’ notice by telephone of cancellation of an installation. If such notice is not provided, the Supplier will charge the Customer for any subsequent installation at a rate of: £5.00 per visit to the Customer’s premises and £3.00 for each individual blind which constitutes the Goods.
- 4.4 When visiting a Customer for the supply of Services, to conduct a survey, deliver and install Goods, the Supplier will advise whether this will be a morning appointment (8:00am-1:00pm arrival) or an afternoon appointment (12:00pm-5:00pm arrival). All appointments are allocated within estimated time slots and any dates and times provided are approximate only and are subject to alteration for any reason. In the event that the Supplier is unable to arrive during the allocated time slot for any reason, the Supplier will inform the Customer at the earliest opportunity. The time of delivery and installation of the Goods or the Supply of Services is not of the essence and the Supplier shall not be liable for any loss as a result of a delayed or missed appointment.
- 4.5 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 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.
- 4.6 If the Customer fails to accept or take delivery of the Goods within 30 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:
  - (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the seventh day following 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 and charge the Customer for all related costs and expenses (including insurance), with a minimum charge of £10.00 per week.
- 4.7 If 90 days after the Supplier notified the Customer that the Goods were ready for delivery the Customer 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.
- 4.8 Where the size of the Goods have been measured ‘inside recess’, the following deductions to the measurements will be necessary:
  - (a) The width of a louvred blind may be reduced by up to 15mm each side to allow for uneven walls;
  - (b) The blind drop of a louvred blind may be up to 15mm from the bottom of the measured area;
  - (c) The width of a venetian blind may be reduced by up to 14mm;
  - (d) The bottom rail for a venetian blind may touch the bottom of the measured area;
  - (e) Roller blind fabric will be up to 25mm from the edge of each side of the measured area;
  - (f) A roller blind will be capable of touching the bottom of the measured area;
  - (g) The width of a pleated blind may be reduced by up to 14mm;
  - (h) The bottom rail of a pleated blind may touch the bottom of the measured area; and
  - (i) The width of a roman blind may be reduced by up to 14 mm;
  - (j) The bottom rail of a roman blind may touch the bottom of the measured area.
- 4.9 Any Goods manufactured for a bay window will be installed with small gaps due to the shape of the window.
- 4.10 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other instalment.
5. QUALITY OF GOODS
- 5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (General Guarantee Period), the Goods shall:
  - (a) conform in all material respects with their description in the Goods Specification;
  - (b) be free from material defects in design, material and workmanship;
  - (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  - (d) be fit for any purpose held out by the Supplier.
- 5.2 The Supplier warrants that for a period of 5 years from the date of the Order a Somfy Motor shall:
  - (a) be free from material defects in design, material and workmanship;
  - (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
  - (c) be fit for any purpose held out by the Supplier;
  - (d) be repaired or replaced free of charge if returned to the Supplier’s premises; or
  - (e) be repaired or replaced at the Customer’s premises for a £50.00 call out fee.
- 5.3 The Supplier warrants that for a period of 5 years from the date of the Order a Cherubini Awning motor shall:
  - (a) be free from material defects in design, material and workmanship;
  - (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
  - (c) be fit for any purpose held out by the Supplier;
  - (d) be repaired or replaced free of charge if returned to the Supplier’s premises; or
  - (e) be replaced and commissioned at a cost of £150.00.
- 5.4 The Supplier warrants that for a period of 3 years from the date of the Order plantation shutters shall:
  - (a) be free from material defects in design, material and workmanship;
  - (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
  - (c) be fit for any purpose held out by the Supplier;
  - (d) be repaired or replaced free of charge at the Customer’s premises.
- 5.5 Subject to clause 5.6, to benefit from the applicable guarantee:
  - (a) the Customer must give notice in writing, accompanied by the original invoice, during the Guarantee period and within a reasonable time of discovery, that some or all of the Goods do not comply with the applicable Guarantee set out in clause 5.1 or 5.2;
  - (b) the Supplier must be given a reasonable opportunity of examining such Goods; and
  - (c) only following compliance with 5.8(a) and (b) shall the Supplier, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
- 5.6 The Supplier shall not be liable for the Goods’ failure to comply with the applicable guarantee if:
  - (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.5;
  - (b) the defect arises because the Customer 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;
  - (c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
  - (d) the Customer alters or repairs such Goods without the written consent of the Supplier;
  - (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
  - (f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
  - (g) the damage or defect was caused by mould;
  - (h) the damage or defect was as a result of intentional damage by the Customer or any third party;
  - (i) the damage or defect was caused by accidental damage by the Customer or any third party;
  - (j) the Goods are no longer owned by the Customer and/or are owned by a third party;
  - (k) the damage or defect was caused by moisture damage; and/or
  - (l) the damage or defected by as a result of negligence by the Customer or any third party.
- 5.7 Any events listed in clause 5.6 will void the applicable guarantee and consequently any repairs or replacements to the Goods will require the Customer to pay for parts and labour.
- 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 applicable guarantee.
- 5.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.5.
6. TITLE AND RISK
- 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
- 6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
- 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 on the Supplier’s behalf from the date of delivery;
  - (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l); and
  - (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
- 6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l), then, without limiting any other right or remedy the Supplier may have:
  - (a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
  - (b) the Supplier may at any time:
    - (i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
    - (ii) 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
- 7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
- 7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in an email confirmation received from the Supplier, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
- 7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- 7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. CUSTOMER’S OBLIGATIONS
- 8.1 The Customer shall:
  - (a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification is complete and accurate;
  - (b) co-operate with the Supplier in all matters relating to the Services;
  - (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by the Supplier to provide the Services;
  - (d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
  - (e) prepare the Customer’s premises for the supply of the Services, including the removal of all furniture or other obstructions as necessary;
  - (f) 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;
  - (g) keep and maintain 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;
  - (h) ensure the general condition of the area where fixings might be required is of a nature to be capable of taking the appropriate fixing. If the condition of this is so that the Goods cannot be installed, the Customer will take measures to resolve the condition of the fixing area before installation is completed.
  - (i) in the event that the dimension of the fitting area is not equal at each end, then the shortest dimension will be used as the manufacturing size;
  - (j) ensure that they are available for the duration of the appointment time confirmed by the Supplier;
  - (k) commit to the purchase of any Goods when placing an Order with the Supplier and, due to the bespoke nature of the Goods which are manufactured to the Customer’s specifications, shall have no right to cancel; and
  - (l) ensure that if any Goods are provided to the Customer for their own installation, that the Customer installs the child safety unit supplied with the Goods, in a manner which is compliant with the relevant legal requirements. Further information on these requirements are available from the Supplier and the British Blind and Shutter Association (www.bbsa.org.uk).
- 8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  - (a) the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  - (b) 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
  - (c) 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
- 9.1 The price for Goods shall be the price set out in the order form or, the price quoted during the survey. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
- 9.2 Installation of the Goods is free of charge.
- 9.3 A deposit of 50% of the price of the Goods is required to be paid by the Customer on confirmation of the order with the Supplier. The remaining 50% of the price of the Goods shall be payable upon delivery of the Goods.
- 9.4 All payments must be made by either cash payment, credit card, debit card, cheque, or bank transfer.
- 9.5 The Customer will be entitled to a refund of the deposit should the installation of the Goods be delayed by 90 Business Days as a result of a delay with the Supplier’s manufacturer.
- 9.6 If the Customer cancels the Order prior to installation due to another other reason than in clause 9.6, then the Supplier will retain the Customer’s deposit payment.
- 9.7 The charges for Services shall be: calculated in accordance with the Supplier’s standard daily fee rates, as set out in the Supplier’s price list.
- 9.8 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on a weekly basis in arrears.
- 9.9 The Customer shall pay each invoice submitted by the Supplier in full within 7 days of the date of the invoice. Time for payment shall be of the essence of the Contract.
- 9.10 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.
- 9.11 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
- 9.12 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10. INTELLECTUAL PROPERTY RIGHTS
- 10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
- 10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
- 10.3 All Supplier Materials are the exclusive property of the Supplier.
11. CONFIDENTIALITY
- A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
12. LIMITATION OF LIABILITY
- 12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
  - (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  - (b) fraud or fraudulent misrepresentation;
  - (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
  - (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
  - (e) defective products under the Consumer Protection Act 1987.
- 12.2 Subject to clause 12.1:
  - (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  - (b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of the Goods as specified in the Order.
- 12.3 The Customer is responsible for ensuring that the premises are fit for purpose for the installation, including but not limited to, clearing the installation area prior to installation of the Goods. The Supplier will not be liable for any damage caused to the Customer’s Goods or property as a result of the Customer not clearing the installation area.
- 12.4 The Goods will be manufactured to the specifications of the Order and to suit the current condition of the application. The Supplier accepts no liability for any changes made by the Customer to the application of the Goods, after measuring or installation has taken place, that results in the Goods no longer being fit for purpose.
- 12.5 The Supplier shall not be liable for any damage to the Goods when washed by the Customer. The Guarantee of the Goods will be invalidated if the Goods are:
  - (a) Scrubbed;
  - (b) Spun or tumble dried;
  - (c) Ironed;
  - (d) Hung in direct sunlight to dry; or
  - (e) Treated with bleach or any other chemical.
- 12.6 The Supplier shall not be liable for any damage to the Goods if they are washed Without adherence to the following instructions:
  - (a) All Goods can be vacuumed (hose only);
  - (b) All Goods can be sponged down;
  - (c) After removal of weights and chains, each louvre should be placed separately on a flat, clean surface;
  - (d) Wipe gently over the surface of the Goods using a soft, damp cloth. A mild detergent solution may be used if required;
  - (e) The louvre must not be rubbed or pressed hard;
  - (f) Hang the louvres to dry individually.
- 12.7 If the Goods are wooden venetian blinds, as a result of the wooden materials some variations in shade and graining may occur. Wooden blinds are generally stable, however, the Supplier cannot be held liable should a wooden blind will warp, twist or allow full closure. Such Goods will react to the environment that they are placed in.
- 12.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- 12.9 This clause 12 shall survive termination of the Contract.
13. TERMINATION
- 13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
  - (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  - (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  - (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
  - (d) the other party (being an individual) is the subject of a bankruptcy petition or order;
  - (e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  - (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
  - (g) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  - (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  - (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(a) to clause 13.1(h) (inclusive);
  - (j) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
  - (k) the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  - (l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
- 13.2 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 this Contract on the due date for payment.
- 13.3 Without limiting its other rights or remedies, 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 this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- 13.4 On termination of the Contract for any reason:
  - (a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  - (b) the Customer shall return all of the Supplier Materials and any Deliverables 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;
  - (c) the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
  - (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. FORCE MAJEURE
- 14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- 14.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- 14.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15. GENERAL
- 15.1 Assignment and other dealings.
  - (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
  - (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- 15.2 Notices.
  - (a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
  - (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
  - (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
- 15.3 Severance.
  - (a) 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 shall not affect the validity and enforceability of the rest of the Contract.
  - (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 15.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
- 15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 15.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 15.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
- 15.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- 15.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).