IMPORTANT Please read this sheet, as it is the basis on which quotations are offered and orders are accepted. Acceptance of our Quotation or Order Confirmation is deemed to be acceptance of the following terms and conditions.
Definitions
1. ‘The Company’ ‘we’ ‘us’ ‘our’ refers to Spectrum Supply Ltd registered in England and Wales under no. 07317206 trading as Umbra and Umbra Shading whose registered office address is 31 Ystrad Road, Swansea, SA5 4BT.
2.
‘The Customer’ ‘you’ ‘your’ refers to the individual or company who places an order with the Company and is liable to the Company for payment of invoices arising under that order.
3.
‘Goods’ mean any material, product, component part or service supplied by the Company.
Pricing
4.
Where we have provided a breakdown of prices in a quotation, such quotation is not binding on us and individual prices may still be dependent on the total volume. Therefore, any order for part of the work quoted may need to be re-priced.
5.
Where our quotation is based on dimensions and/or quantities taken by us off plans provided by you, we provide no warranty on the accuracy of the dimensions and/or quantities or therefore of the pricing based thereon.
6.
All pricing is excluding VAT and is for supply only ex-works unless specifically stated otherwise.
7.
Where we provide a Recommended Retail Price (RRP) this excludes VAT and installation costs and is only a recommendation, which is non-binding.
Order Changes & Cancellations (Trade Only Sales)
8.
As all products are manufactured to order, once an order has been placed, it is considered final.
9.
We reserve the right to refuse order modifications or to charge additional fees for any changes requested after the initial order placement.
10.
Any order placed that is subsequently cancelled by you may be subject at our discretion to a cancellation fee of up to the full order value depending on the amount of work already done.
Delivery
11.
Where delivery dates or lead times are quoted, these are only approximate and are subject to our confirmation after an order is placed.
12.
If you request an order to be expedited so that the delivery date is sooner or the lead time less than that originally quoted by us and if it is possible for us to rearrange our production schedules to achieve your request, we may add a surcharge to your order.
13.
We shall not be liable for any delays in delivery caused by force majeure.
14.
If delivery is delayed at your request or if you do not comply with your obligations in clause 26, we may submit our invoice for payment for all or part of the order as appropriate. We may also charge you an additional fee for storage of goods resulting from any such delay.
Risk
15.
Risk in the Goods shall pass to you on completion of delivery. You are responsible for the unloading of the Goods and for any damage to the Goods during unloading, however caused.
16.
Where you are collecting goods from us and/or arranging transport, completion of delivery takes place on collection of the Goods from us.
Installation
17.
Installation of the Goods is the responsibility of the installer.
18.
All Goods must be installed in accordance with our installation instructions and with generally accepted best practice with respect to fixing methods. We accept no liability for any injury or damage howsoever caused resulting from inadequate or incorrect fixing methods.
19.
Goods should be installed by suitably qualified and competent persons. We provide training for installers which is not mandatory but strongly recommended. You are responsible for correct installation of the Goods whether or not the installers have been trained by us.
20.
If you alter or modify our product in any way you may invalidate the warranty and we accept no liability for any injury, damage, defects or failure resulting from such alteration or modification.
21.
When installing one of our spring-tensioned products you are responsible to ensure that our instructions are followed and adequate safety precautions are taken to avoid any accidental release of spring tension. We accept no liability for any injury or damage howsoever caused resulting from negligent handling of tensioned springs.
Training and On-site Support
22.
Where we provide training, whether in or Academy or on your site, this will be generic training based on best practices and sharing our knowledge and experience. You are responsible to apply the training to your specific projects and circumstances and to satisfy yourself of the suitability of our recommendations to your specific applications before acting on any of the training given.
23.
Where we attend any of your projects or sites to provide on-site training or technical support the following terms shall apply:
(a)
You are responsible to liaise and communicate with your customer on all matters relating to accessing the site and arranging for work to be carried out
(b)
You are responsible for risk assessments, method statements and/or any other such requirements and for briefing or inducting our representative as required
(c)
A representative of your company must attend site with our representative and act as site supervisor
(d)
Our representative will provide advice and guidance relating to our product but you will remain fully responsible for all aspects relating to the fixing of our product to the structure where it is installed
(e)
You are responsible for provision of all necessary tools and access equipment which may be required to carry out the work safely
(f)
You are responsible for protecting the work area as required. We accept no liability for any damage howsoever caused resulting from our on-site support.
Electrical Safety
24.
Where we supply motorised products and/or associated products for controlling motorised blinds, curtains tracks and other devices, you are responsible for ensuring the safety and compliance with relevant local regulations of all electrical connections.
25.
Any advice or wiring diagrams or other such information provided by us is always subject to clause 24 and subject to approval by a suitably qualified and competent person in the location in which you are operating.
Non-Conformance and Returns
26.
You must inspect the Goods immediately upon delivery and any non-conformance must be notified to us within 7 days of the date of occurrence.
27.
All our made-to-measure Goods are manufactured to dimensions provided by and you shall be within +/-1mm of the dimensions on our order confirmation. Where dimensions are within this tolerance no claim for non-conformance will be accepted.
28.
All such non-conformance reports must be in writing via email.
29.
You must supply evidence of non-conformance to enable full and proper investigation by us.
30.
We shall at our absolute discretion decide on the best form of remediation, which may include, but is not limited to:
(a) return of the faulty Goods to our premises for repair
(b) supply of replacement parts
(c)
complete replacement of the Goods
(d) financial compensation
31.
Where we supply replacement parts for you to fit, you are responsible for ensuring these are fitted correctly in accordance with our instructions. Anything outside of this amounts to an unauthorised modification of our product and invalidates any warranty.
32.
We shall arrange transport at our expense for any faulty Goods which need to be returned to us. You are responsible for packaging such Goods securely and suitably to ensure they arrive in a good condition. We will not pay any transport costs incurred without our prior written consent.
33.
We shall at our absolute discretion repair or replace faulty Goods. We reserve the right to replace the Goods with similar products of equal or higher value.
34.
Where we send replacement Goods in good faith, an invoice will be issued and be subject to the same payment terms as set out in clauses 36 to 41.
35.
Where returned Goods prove to be faulty or defective, we shall credit any invoices paid pursuant to clause 34 in full. Where returned Goods prove not to be faulty or defective you shall pay the invoice issued pursuant to clause 34 in full, together with any transport costs we incur in connection with the return of the Goods.
Payment Terms
36.
All prices quoted are subject to the addition of VAT at the current rate at time of invoice.
37.
Where credit is given all accounts are due for payment within 30 days of invoice date without set-off, unless we agree other terms in writing.
38.
We do not give credit except at our discretion.
39.
Where credit is not available, payment will be on proforma invoice or online payment with order, as appropriate.
40.
Where any discounts are offered, these are only available where invoices are paid strictly within our payment terms.
41.
If you do not make a payment due to us under this agreement by the due date, then without limiting our remedies you 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 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, and at 6% a year for any period when that base rate is below 0%.
Payment by Card
42.
If you choose to pay by credit or debit card, you confirm that you are authorized to use the card for the transaction.
43.
Card payments are processed securely through a third-party payment provider. We do not store or have access to your full card details.
44.
Payment will be taken at the time of order placement, and your order will not be processed until payment is received in full.
45.
In the event of a chargeback or dispute, we reserve the right to suspend or cancel your order until the issue is resolved.
46.
If a chargeback is raised and found to be fraudulent or unwarranted, you agree to reimburse us for any costs incurred in connection with the dispute.
Fraud Prevention
47.
We reserve the right to refuse or cancel any transaction if we suspect fraudulent activity.
48.
Additional verification may be required for certain transactions, including but not limited to high-value orders or those flagged by our payment provider.
Refunds & Chargebacks
49.
Refunds, if applicable, will only be processed to the original payment method used at checkout.
50.
Any bank or processing fees associated with card payments are non-refundable unless required by law.
51.
If a chargeback is made against a legitimate transaction, we reserve the right to pursue legal action to recover the disputed amount, along with any associated fees.
Retention of Title
52.
Title in Goods does not pass to you until the earlier of:
(a)
we receive payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to us from you for sales of Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums; and
(b)
you resell those Goods, in which case title to those Goods shall pass to you at the time specified below.
53.
Until title to Goods has passed to you, the Customer shall to the extent reasonably practicable:
(a)
store those Goods separately from all other goods you hold so that they remain readily identifiable as our property;
(b)
not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
(c)
maintain those Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks with an insurer that is reasonably acceptable to us.
On our request you shall allow us to inspect those Goods; and give us such information as we may reasonably require from time to time relating to (i) the Goods; and (ii) your ongoing financial position.
54.
Subject as below, you may resell or use Goods in the ordinary course of business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
(a)
you do so as principal and not as our agent; and
(b)
title to those Goods shall pass from us to you immediately before the time at which your resale occurs.
55.
At any time before title to the Goods passes to you, we may:
(a)
by notice in writing, terminate your right to resell the Goods or use them in the ordinary course of business; and/or
(b)
require you to deliver up all the Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you do not do so promptly, enter any premises of your or of any third party where the relevant Goods are stored in order to recover them.
If the Goods are re-sold, then a similar retention of title clause must be passed on to each subsequent Customer.
Warranties
56.
We warrant that on delivery the Goods shall:
(a) conform with their description or specification
(b) be free from all material defects in design, material and workmanship
(c) be fit for any purpose we have held out
57.
We shall not be liable for the Goods’ failure to comply with the warranties in clause 56 if:
(a) the defect arises because you have not followed our oral or written instructions as to storage, installation, commissioning, use or maintenance of the Goods
(b) the defect arises as a result of our following any drawing, design, specification or instruction you have supplied
(c) you alter or repair the Goods without our written consent
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions
58.
Except as provided in clause 56 we shall have no liability to you in respect of the Goods’ failure to comply with the warranties in clause 56
59.
We do not give any warranty that the Goods will be compatible or operate correctly with any component provided by a third party
60.
Where we state a specific warranty period for any Goods the said Goods are warranted as provided by clauses 56 to 59 for the duration of the warranty period.
61.
The warranty period commences from the date on which the goods are despatched from our premises.
62.
If any claim arises under clause 56 during the warranty period you must return the Goods to us and to take all reasonable measures to ensure they arrive in good condition. Upon inspection of the Goods and validation of the claim we shall at its absolute discretion repair or replace the Goods. We reserve the right to replace the Goods with similar products of equal or higher value.
63.
We shall not be liable for any costs you incur in connection with any warranty claims.
64.
Upon expiry of the stated warranty period we shall not be liable for any further claims whatsoever except as provided by clause 65.
Limitation of Liability
65.
Nothing in these terms and conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors
(b) fraud or fraudulent misrepresentation
(c) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982
(d) breach of terms implied by section 12 of the Sale of Goods Act 1979
66.
Subject to clause 65 we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of profit, any indirect or consequential loss arising under or in connection with the contract.
67.
Our total liability to you 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 cost of the Goods.
68.
Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
Liability for Anti-Ligature Products & Fittings
69.
Where we supply any anti-ligature products or fittings, these shall be installed strictly in accordance with the manufacturer’s instructions. In the absence of any negligence or breach of duty by us, we will not accept any liability for loss, injury or damage caused either by product not operating as expected or by its correct or incorrect operation. It is your duty to inform all relevant personnel of the inherent risks of such products.
Force Majeure
70.
Force Majeure Event means any circumstance not in a party’s reasonable control including: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors; and interruption or failure of utility service.
71.
Provided it has complied with clause 72, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
72.
The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
73.
If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving two weeks’ written notice to the Affected Party.
74.
These clauses 70 to 73 shall not apply to your payment obligations under clauses 36 to 41.
75.
Neither party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
76.
If any provision or part-provision of this agreement 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 this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause, 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.
77.
No variation of this agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
78.
A waiver of any right or remedy under this agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
79.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement
80.
These terms and conditions shall be governed by and construed in accordance with English law. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.