Agreement: The Order Form, the Order Confirmation, and the Terms herein
Company: The Hampshire Shade Company Ltd registered in England under number 14130066, whose registered & trading address is Unit 11 Lycroft Farm Business Park, Park Lane, Swanmore, Hampshire, SO322QQ. VAT No. 451782482
Customer: the person(s) who purchase Goods from the Company for domestic use. Separate terms and conditions are to be used on commercial projects.
Goods: the bespoke pergola and/or bespoke shade and /or outdoor kitchen and /or design service and /or other products: or multiples thereof specified in the Order Form and/or the Order Confirmation.
Contract: the contract for the purchase and sale of Goods and associated design work
Order Form: the order form by email or in writing by the Customer confirming acceptance of these Terms.
Order Confirmation: the order confirmation issued to the Customer following receipt of an Order Form and the requisite deposit.
Order: means your order for the Goods as set out in the Order Form.
Delivery Date: the planned date of delivery and installation stated on the Order Confirmation.
Installation Site: the site specified by the Customer for installation of the Goods.
Property: the property within or upon which the Installation Site is located.
Terms: the terms and conditions set out below
1. The Contract
1.1 These Terms and Conditions govern the sale of Goods by the company and will form the basis of the Contract between Company and you, the Customer. Before making an Order, please ensure that you have read these Terms and Conditions carefully.
1.2 Nothing provided by the Company including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our discretion, accept.
1.3 A legally binding contract between the Company and the Customer will be created upon the Company’s acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
1.2 The Customer agrees that the Agreement constitutes the entire understanding between the parties hereto and there are no representations, warranties, conditions and terms or obligations (implied or otherwise) whether written or oral, express or implied by custom or otherwise other than those specifically contained in the Agreement.
1.3 Any advice or recommendation given by the Company or its employees or agents to the Customer as to the Goods, which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
1.4 Any typographical, clerical or other error or omission in the Order confirmation invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
1.5 In these Terms, reference to a statute or statutory provision includes a reference to it from time to time, amended, extended or re-enacted.
1.6 The headings in this Agreement are for convenience only and shall not affect their interpretation.
2. Our Products
2.1 The company website and other digital content including but not limited to brochures, illustrations or any drawings serve as a guide only and do not form part of any contract.
2.2 The company makes every effort to be as accurate as possible however the precise measurements indicated on our website, in our brochures and on any Order Forms and Order Confirmation are subject to reasonable levels of tolerance during manufacture and installation.
2.3 The Company reserves the right to make any changes in the specification of the Goods which do not materially alter their quality or function or where it is necessary to conform to any applicable safety or other statutory requirements.
3.1 All Order Forms will be formally accepted by the Company by the issue of an Order Confirmation. An Order Confirmation will only be issued following receipt of an Order Form together with the requisite deposit. At this point, the order is scheduled for manufacture ahead of the Delivery Date and installation.
3.2 If for whatever reason no formal Order Confirmation is issued by the Company, the Customer in making a payment and accepting delivery and installation of the Goods shall be bound by these Terms and Conditions.
3.3 As all Goods designed and manufactured by the Company are made-to-order, to Customer specifications, they are exempt from any cancellation rights.
3.4 Prior to manufacture the Customer may cancel an order and receive a full refund of the deposit no less than 8 weeks prior to the Delivery Date.
3.5 If the Customer cancels an order less than 8 weeks prior to the Delivery Date, no refund will be given. The Customer accepts that the deposit is non-refundable since payment has been made to the Company the order is put into production for manufacture.
3.6 The company reserves the right to cancel an order at any time, for any reason. In the event of the company cancelling an order, a full refund will be given to the customer.
4. Price and Payment
4.1 The price for the Goods shall be set out in the Order Confirmation and includes the cost of delivery.
4.2 The price shall be in GBP and inclusive of any VAT unless stated otherwise. If the rate of VAT changes between the date of the Order and the date of payment, the company will adjust the rate of VAT to be paid. Changes in VAT will not affect any price where the Company has have already received payment in full from the Customer.
4.3 All standard or special prices quoted are valid for 7 days from the date stated in the Order Form unless otherwise stated. Any orders placed after this period has elapsed may be subject to price changes.
4.4 The Company reserves the right to price changes due to unexpected circumstances outside its control such as pandemics, natural disasters or changes in law or government legislation. For the avoidance of doubt this will not change the price accepted in the Order Confirmation.
4.5 Unless otherwise stated, a deposit of 50% of all sums payable to the company is payable on ordering the Goods from the Company and the final balance payable is due when the Goods are ready to be delivered to the Property.
4.6 All payments must be paid by bank transfer.
4.7 All Goods remain the property of the company until the final balance is paid for in full.
4.8 The Customer shall make the full payment due without any deduction whether by way of set-off, counterclaim or otherwise and no payment shall be deemed to have been received until the Company has received cleared funds.
4.9 If the Customer fails to pay the full payment on the due date then without prejudice to its other rights and remedies the Company may charge interest both before and after Judgement on the amount unpaid at the rate of 4% per annum above the Bank of England base lending rate or at 4% if the base lending rate is below zero. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
5. Customer Warranties
The Customer warrants that;
5.1 it is responsible for providing all necessary parking permits, access and permissions in advance of the installation dates. Any failure may result in a delay or, in certain circumstances, cancellation of the installation schedule. A charge maybe incurred if the Customer has not carried out the necessary preparations.
5.2 it will grant the Company and its staff suitable access to the Property at all times during the installation and during which it will have unrestricted access to an adequate supply of electricity and toilet facilities.
5.3 It will not request the Company to deliver or install products through domestic buildings, over fences or other obstacles without prior consultation and written Agreement.
5.4 the Installation Site is accessible and free from any dangers or hazards. In particular that the Installation Site is sound, level and free from any obstructions above or below ground and will not hold the Company liable for any damage caused to these obstructions and surrounding property or their repair. Obstructions may include services or utilities to properties or other unknown objects such as ordnance or any other items without limitation.
5.5 the dimensions attached to the Order Form have been checked and confirmed as well as the position of the installed position at the Property
5.6 it is the proprietor of the Property
5.7 it has obtained all required consents for the installation of the Goods including (without limitation) consent or planning permission from any local or public authority
5.8 the Installation Site has not been subject to subsidence, landslip or land-heave
5.9 the installation of the Goods does not contravene any planning or other regulation or legislation
The Customer hereby agrees at all times to keep the Company indemnified against all claims costs demands and liabilities arising as a result of the Customers breach of any warranty in this Clause 5 including (without limitation) the costs incurred by the Company as a result of any delay whilst such consents are obtained.
6.1 The Goods shall be installed by the Company at the Property unless otherwise agreed in writing.
6.2 The Company will provide an estimated Delivery Date which will also include installation with the Order Confirmation. It is the intention to always deliver and install Goods on time however it should be noted that the estimated Delivery Date may vary according to the availability of materials or circumstances beyond the control of the Company. Subject to the other provisions of the Terms the Company will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or in the actual installation of the Goods, nor will delay in the delivery or installation entitle the Customer to terminate or rescind the Agreement.
6.3 The Company shall use all reasonable endeavours not to cause damage to the Customer’s Property and shall make good any damage caused excluding the damage to the lawn or plants around and on the pathway to the Installation Site
7. Company Warranty
7.1 The Company will provide goods that are of satisfactory quality, fit for purpose and as described at the time of purchase. However, timber is a natural product and as such the company cannot accept any responsibility or liability due to shrinkage, shakes, checks, movement, warping and splitting due to changes in humidity and temperature. This is natural and will not affect the strength or longevity of the timber.
7.2 The Company warrants from the Delivery Date that;
(a) the Structural Elements of the Goods will be from any rot or decay for a period of 5 years. The customer is responsible for reapplying any surface treatment to maintain the integrity of the timber components.
(b) the shade fabric and seams will be covered for a period of 5 years for any item that becomes unserviceable due to loss of characteristics, rot and discolouration typical in normal atmospheric conditions. The customer is responsible for the normal care and cleaning of the fabric. Presence of mildew is not a warrantable claim.
(c) the shade components will be repaired or replaced by the company at its cost and discretion for a period up to 2 years. Up to a further period of 3 years the Company will also repair or replace the same shade components not including the cost of labour. The shade components include all sliding or retaining or operational mechanisms.
(d) other supplied retail product will be covered only under the original terms of the manufacturers warranty.
7.3 The company makes no warranty with respect to;
(a) failures or deficiencies in workmanship or materials in the Goods unless the Customer gives written notice to the Company within 30 calendar days from the Delivery Date.
(b) the timber frame against splits, shakes, movement and warping over time as naturally occurs.
(c) deterioration of any kind due to normal wear and tear, abusive use, accidental burns, negligence, vandalism, perforations, natural disasters or acts of nature.
(d) any part of the Goods that have been in any way tampered with, repaired or altered by anyone other than the company.
(e) if the Customer was informed of any faults, damage or other problems with the Goods before purchase; purchased the Goods for an unsuitable purpose that is neither obvious nor made known to the Company.
(f) any expenses incurred by the Customer in an attempt to correct or repair any alleged fault or defect.
(g) any losses, costs, expenses, liabilities and damages (including but without limitation to loss of use or profits, damage to persons or property, all liabilities of the Customer or any third party), whether direct or indirect, and whether or not resulting from or contributed to Company, which might be claimed as the result of the use or failure of the Goods.
(h) any claim under a manufacturers warranty for supplied goods, materials or equipment which are to be made direct with the manufacturer.
7.4 If the Goods manufactured by the Company does not conform to these warranties the Company will take such steps as it deems necessary to bring the installed Goods into a condition where it is free from such defects or, at the option of the Company, discount or refund the purchase price of the Goods to the Customer provided that the liability of the Company shall not in any event exceed the total purchase price of the Goods and the taking of the steps it deems necessary shall constitute an entire discharge of the Company’s liability under this warranty. If the Company opts to refund the purchase price any such refund is conditional upon the Customer providing the Company with access and all reasonable assistance that it reasonably requires in order to remove the Goods without any obligation to remove anchor point or attaching surface to its original condition. Until such removal ownership of the Goods shall vest in the Company.
7.5 Any repaired or replaced Goods will be guaranteed from the original Delivery Date on these Terms for the un-expired portion of the 30 calendar days period.
The warranty given in this Clause shall not apply to any defects in the Goods arising as a result of any breach of the Customer’s Warranties set out at Clause 6 above or as a result of any subsidence, landslip or land-heave affecting the installation or any other form of instability affecting the Installation Site.
8.1 The Company will only supply Goods for domestic and private use and make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including resale). By making an Order, the Customer agrees that it will not use the Goods for such purposes. The Company will not be liable to the Customer or third party for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
8.2 Nothing in these Terms excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
9. Property and Risk
9.1 Risk in the Goods shall pass to the Customer upon delivery to the Property and responsibility for effecting and maintaining insurance cover passes to the Customer at that time.
9.2 Title in the Goods shall not pass to the Customer until the Company has received payment in full of all sums due to it in respect of the supply and installation of the Goods.
10. Enforceability and Severability
Any provision of these Terms which is held to be illegal, invalid, unenforceable or unreasonable whether in whole or part shall to the extent necessary be deemed severable and the other provisions of these Terms and Conditions shall remain unaffected.
These Terms shall not be amended, modified or varied except in writing signed by a director of the Company.
12.1 The Customer shall not be entitled to assign or transfer the benefit of the Agreement or any part of it without the Company’s prior written consent.
12.2 The Company may assign the Agreement or part of it to any person, firm or company.
Save as described in these Terms and Conditions the Company shall not be liable to the Customer for any loss or damage whether direct or indirect and howsoever caused. In any event the Company’s liability to the Customer in respect of the non-performance of any of the Company’s obligations shall be limited to the price of the Goods provided.
14. Force Majeure
The Company shall not be liable to the Customer or deemed to be in breach of these Terms and Conditions because of any delay or failure to perform any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s control.
Any notices to be given shall be in writing and be deemed to be given if left at the Company or the Customer as the case may be or sent to the same by first class post or email and shall be deemed to have been received two working days after despatch if sent by post or on delivery if by hand and during business hours by email or the next business day if sent after hours.
No failure or delay on the part of the Company to exercise any right or remedy under these Terms shall be construed or operate as a waiver thereof. The rights and remedies provided are cumulative and are not exclusive of any rights or remedies provided by law.
17. Governing Law
Any claim or dispute arising out of these Terms shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.