1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products (as defined in the order form) to you.
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.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
•You are an individual.
•You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 This is our entire agreement with you. These terms and our acceptance of your order constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Vision Trade Frames Ltd a company registered in England and Wales. Our company registration number is 07284006 and our registered office is at Bamburgh House, Cuthbert Bank Road, Sheffield, S6 2HP.
2.2 How to contact us. You can contact us by telephoning us on 0114 2313133 or by writing to us at [email protected]
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 email you to accept it or we return your signed order form to you, 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.
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.
3.4 We only sell to the UK. Our website 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 on our website, brochures or any other sales material are for illustrative purposes only and we cannot guarantee any colours accurately reflects those of the products. Your product may vary slightly from those images. Any packaging may also vary from that shown in images on our website, brochures or other sales material.
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.
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.
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 design fault. We will notify you of how these changes will affect your use of the product prior to making the change.
6.2 More significant changes to the products and these terms. In addition, we may make additional changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery will be as displayed to you on the order form or on our website.
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.
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 if possible 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.
7.4 Collection by you. If you have asked to collect the products from our premises we will notify you of when you can collect them.
7.5 Unable to deliver. If no one is available at your address to take delivery we will contact you about how to rearrange delivery.
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 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 the 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 the property we may end the contract and clause 10.2 will apply.
7.8 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.
7.9 When you own goods. You own a product which is goods once we have received payment in full.
7.10 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, for example, measurements. 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.
7.11 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).
7.12 We may 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 14.4) and you still do not make payment within seven business 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 14.7). 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 14.6).
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, when you decide to end the contract and whether you are a consumer or business customer:
(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 12 if you are a consumer and clause 13 if you are a business;
(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; and
(c)If you are a consumer and 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.
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 (d) 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 (see clause 6.2);
(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)we have suspended supply of the products for technical reasons for a period of more than one month; or
(d)you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund but you will have to pay the costs of return.
8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
(a)services, once these have been completed, even if the cancellation period is still running; and
(b)any products which become mixed inseparably with other items after their delivery.
8.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
(a)Have you bought services (e.g. installation of a door)? If so, you have 14 days after the day we 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 (e.g. a window)?, if so you have 14 days after the day you (or someone you nominate) receives the goods.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by calling or emailing us (please see clause 2 for details).
9.2 Returning products after ending the contract. If you end the contract for any reason after you have received the products, 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.
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.
In all other circumstances (including where you are a consumer exercising your right to change your mind) 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.
9.5 How we will refund you. If you are entitled to a refund under these terms 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 When we may make deduction from refunds if you are a consumer 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 of them. 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.
(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 a consumer 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.
(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 seven 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 you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.IF THERE IS A PROBLEM WITH THE PRODUCT
How to tell us about problems. If you have any questions or complaints about the product, please contact us (please see clause 2 for details).
12.YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A CONSUMER
12.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract.
12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, or allow us to collect them from you. We will pay the costs of collection.
13. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS
13.1 If you are a business customer we warrant that on delivery any products which are goods shall:
(a)conform in all material respects with their description and any relevant 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 us.
13.2 Subject to clause 13.3, if:
(a)you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 13.1;
(b)we are given a reasonable opportunity of examining such product; and
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
13.3 We will not be liable for a product’s failure to comply with the warranty in clause 13.1 if:
(a)you make any further use of such product after giving a notice in accordance with clause 13.2(a);
(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 product or (if there are none) good trade practice;
(c)the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
(d)you alter or repair the product without our written consent; or
(e)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
13.4 Except as provided in this clause 13, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 13.1.
13.5 These terms shall apply to any repaired or replacement products supplied by us under clause 13.2.
14. PRICE AND PAYMENT
14.1 Where to find the price for the product. The price of the product (which, for business customers, excludes VAT) will be the price indicated on the order pages or order form.
14.2 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.
14.3 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.
14.4 When you must pay and how you must pay. We accept electronic payment, cheque and cash and reserve the right to charge you for any costs reasonably incurred by us in connection with receiving payment:
(a)Consumers must make an advance payment of 25% of the price of the products on the day we accept your order, a further payment of 70% of the price on the day the products are delivered and a final payment of 5% of the price upon installation of the products.
(b)Business customers must make an advance payment of 50% of the price of the products on the day we accept your order and a further payment of 50% of the price on the day the products are delivered or collected (unless we have agreed a specific credit arrangement with you and in which case those payment terms shall apply instead).
14.5 Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6 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 2.5% a year above the base lending rate of Bank of Scotland 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.
14.7 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.
15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
15.1 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.
15.2 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 including the right to receive products which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, where installed by us, correctly installed; and for defective products under the Consumer Protection Act 1987.
15.3 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 (including but not limited to any alarm systems, windows or doors) that we discover while providing the services.
15.4 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 16.
16. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
16.1 Nothing in these terms 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 (as applicable);
(b)fraud or fraudulent misrepresentation;
(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d)defective products under the Consumer Protection Act 1987; or
(e)any matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
16.3 Subject to clause 16.1:
(a)we shall not be liable to you, 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 any contract between us; and
(b)our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.
You will fully indemnify us in respect of any claim, cost or loss resulting from our use of any design, specification or plan you provide.
18.HOW WE MAY USE YOUR PERSONAL INFORMATION
18.1 How we will use your personal information. We will use the personal information you provide to us:
(a)to supply the products to you;
(b)to process your payment for the products; and
(c)if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
18.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
18.3 We will only give your personal information to other third parties where the law either requires or allows us to do so.
19. OTHER IMPORTANT TERMS
19.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
19.2 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.
19.3 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.
19.4 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.
19.5 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.
19.6 Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.