1.1 In these terms and conditions we will define certain words by including them in brackets and quotation marks after their meaning (for example, a "Definition"). Once defined, we will re-use those words throughout the remainder of these terms and conditions as shorthand for their full meaning.
1.2 These are the terms and conditions on which we will supply and install doors, windows and other items to you, or conduct wall coating treatment dependant on your Order (our "Goods" and "Services"). The Goods will be described on the Order and as more particularity detailed on the Surveyors Report (both as defined below). The Services include the taking of measurements and drawing up of detailed layouts by our surveyor, as well as the installation of the Goods and the provision and application of wall coating treatments.
1.3 Please ensure that you read these terms and conditions carefully, and check that the details on the purchase order overleaf (the "Order") and in these terms and conditions are complete and accurate, before you sign the Order. If you think that there is a mistake or require any changes, please contact us to discuss. We will confirm any changes in writing to avoid any confusion between us.
1.4 The Order and these terms and conditions will become binding on you and us when the Order has been signed by you and we have received your deposit and our representative has counter-signed the Order to indicate receipt of the deposit. At that point (and not before) a. contract will come into existence between Verdi Home Improvements Limited as a seller, and you as a buyer.
1.5 If any of these terms and conditions conflict with any term of the Order (including the "Notes" section) the Order will take priority.
1.6 We will assign a number to the Order. Please quote the order number in all subsequent correspondence with us relating to the Order.
1.7 The images of the Goods on our website or in any catalogue or brochure are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours or the printed pictures accurately reflect the colour of the Goods. Your Goods may vary slightly from those Images.
2.1 We may (and in our sole discretion and provided we have not ordered the relevant Goods from our suppliers or begun the fabrication process) allow you to make an amendment to the Order before we deliver the Goods or begin performance of the Services. Where this involves any change in the price of the Goods and/or Services, we will notify you of the amended price in writing and any impact on dates of delivery or completion before you decide whether you wish to make the relevant amendment to the Order.
3.1 We will arrange for our surveyor to visit the installation site once the Cooling off Period referred to at clause 8.1 has expired (or earlier if you instruct us to do so either in writing or by telephone call). Our surveyor will take the relevant measurements and set out all layouts and details to you in writing ("The Surveyors report"). When you sign the Surveyors Report it will become binging upon you and form part of the contract between Verdi Home Improvements Limited as seller and you as buyer.
3.2 We will contact you to arrange dates for our surveyor to visit, for Goods to be delivered and for Services to commence and we will take all reasonable steps to ensure completion of the Services in that timeframe. Occasionally it may be necessary that we must rearrange dates and times, or there may be delays because of an Event outside our Control (see Clause 7).
3.3 You must allow our employees, agents or sub-contractors to attend the installation site on the agreed dates ignorer to survey, deliver or install (as the case may be) the Goods / Services.
3.4 The Goods and any of our tools, equipment or other property delivered to the installation site throughout the course of our dealings will be your responsibility as soon as we have delivered them.
3.5 You own the Goods once we have received payment in full of all sums set out in the Order.
3.6 We may have to suspend the delivery of the Goods or Services if we need to deal with any technical problems or to make any improvements, previously agreed between you and us in writing, to the Godos and Services. We will contact you to let you know in advance where this occurs. In the event of an urgent problem or emergency in this regard, we will not be required to contact you prior to suspension of the delivery of the Goods / Services.
3.7 If you fail to pay the Goods and Services on time as detailed within the Order, we may suspend the delivery of Goods and/or Services with immediate effect until you paid us the outstanding balance as required. We will contact you to advise you of the situation in this event. This does not affect our right to charge you interest under clause 5.4.
3.8 You acknowledge that the price set out on the Order is quoted on the basis that the installation site has no inherent structural defects, environmental issues, Health and Safety issues or other factors likely to impede the successful delivery of the Services (each a "Site Defect"). In the event that any Site Defect is found at the installation site:
(a) we shall be entitled to suspend performance of the Services and provision of the Goods with no liability to you until the matter has been remedied (at your cost) to our reasonable satisfaction; and
(b) you shall indemnify us and keep us indemnified in respect of all costs and expenses we incur (including but not limited to installer's costs) as a result of any such suspension.
3.9 In the event that a Site Defect is not remedied to our reasonable satisfaction within 14 days of its discovery:
(a) we shall be entitled to cancel the Order; and
(b) you shall indemnify us and keep us indemnified in respect of all costs and expenses we incur arising from such cancellation.
3.10 We continually seek to improve our products and we may therefore alter the specifications of any Goods without notice to you, providing that any such change will not have a material adverse effect on the Goods or Services provided.
3.11 You agree that there will be no claim against us or damages due to you or any action for misrepresentation, in the event, that winning reason, we are late to arrive to provide the Goods or perform the Services.
4.1 In the unlikely event that there is an identifiable defect with the Goods or Services, please contact us immediately and advise us of the issue. We reserve the opportunity, within a reasonable time period to repair, fix or replace any defective Goods or Services.
4.2 If we attend your premises to investigate any alleged defect and (in our reasonable opinion) we determine that there is no defect in the Goods or Services supplied by us, you shall reimburse our reasonable costs (including travel and labour expenses) incurred in attending your premises. We shall notify you in advance (by telephone call or by email) of the potential cost to you in our visit.
4.3 Subject to your payment in full of all sums owing to us under the Order, we shall provide an installation guarantee of at least 24 months on Goods and Services. Further details of our guarantee arrangements will be notified to you separately and are addition to (and do not affect) your statutory rights.
4.4 In the event that you believe you should be due compensation or otherwise, only once the final balance of sums due is settled, will Verdi Home Improvements Limited consider any compensation or otherwise.
5.1 The price of the Goods and Services ("Price" will be set out on the Order. If in the event we have been unable to deliver and install the Goods or perform the Services within 180 days of the date of the Order because you have not allowed us to deliver and install the Goods, or enter the installation site, or because of any other Event Outside Our Control, we shall be entitled to increase the Price. We shall notify you of any increase in this regard. If in the event you instruct use to carry out any work in a manner contrary to our recommendations which increases our costs, we shall notify you of any Price increase before commencing the relevant work.
5.2 The price includes VAT. However if the rate of VAT changes between the date of the Order and the date of completion we will adjust the rate of VAT that you pay, unless you have already paid for the Goods and / or Services in full before the change in the rate of VAT takes effect.
5.3 We will ask you to pay a deposit in respect of the Price as set out on the Order. You must pay the balance of the Price on completion to our installers. If the Order refers to staged payments, you must make the staged payments as set out on the Order on completion of the indicated stages. All such payments must be made to our installers.
5.4 If you do not make any payment due to us by the due date for payment indicated within the Order, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of National Westminster Bank PLC from time to time. The interest shall accrue on a daily basis from the due date until the date of the actual payment of the overdue amount, whether before or after Judgement. You must pay us interest together with any overdue amount.
5.5 It is at our sole discretion to offer any reduction or increase in the value of the standard deposit, or to allow staged payments throughout the arrangement.
6.1 If we fail to comply with these terms and conditions we are responsible for the loss and damage that you suffer from a foreseeable result of our breach. Loss or damage is foreseeable if it were an obvious consequence of the relevant breach, or it were contemplated by you and us at the time we entered into a contract. We are not however responsible for any loss or damage that is not foreseeable.
6.2 our liability to you in respect of all losses arising under or in connection with any Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances or at any time exceed the Price.
6.3 We will make good any damage to your property caused by us in the course of installation, except that:
(a) we shall have no liability whatsoever to you for any damage caused (whether by us, our employees agents or subcontractors) to concealed electrical cables, conduits or pipework whose location has not been clearly marked or otherwise bought to our attention; and:
(b) we are not responsible for the cost of repairing any pre-existing faults or damage to your property (including but not limited to brickwork or tiles found to be in a poor condition) that we discover in the course of installation of the Goods or provision of the Services.
6.4 By placing the Order, you acknowledge that the majority of our Goods are designed to fit rectanglular openings parallel with the site floor and ceiling. Where the opening is not a pure rectangle or is not parallel wit the site floor or ceiling, you agree that such Goods will be installed to match the opening and we shall have no liability to you whatsoever for any adverse visual effect arising from such installation.
6.5 You acknowledge that all glass is subject to slight discolouration and we shall have no liability to you whatsoever for any minor imperfections in glass arising during the manufacturing process.
6.6 We will (at our sole discretion) carry out such work as we may consider appropriate to reduce condensation but we do not warrant the such condensation (if any) will be reduced. We do not warrant that the installation of double glazing units will eliminate or reduce condensation or that any double glazing units we supply will be free from condensation.
6.7 We only supply goods and / or Services for domestic and private use. We have no liability to you for any loss of profit, loss of business sales, business interruption, indirect or consequential loss, loss or damage to goodwill or loss of business opportunity as a result off entering into a contract with ourselves or the provision of the Goods or performance of the Service.
6.8 We maintain in force the following insurance policies:
(a) public / product liability insurance with a limit sum of at least £2,000,000.00 per year, and
(b) professional indemnity insurance with a limit of at least £250,000.00 per claim
Without affecting any other provision of these terms and conditions, our entire aggregate liability to you in respect of any losses falling under the above categories of insurance shall be limited to the amount set out above against the relevant category.
6.9 We do not exclude or limit in any way our liability for:
(a) death or personal injury caused but our negligence of the negligence of our employees, agents or subcontractors:
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section n12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) Defective products under the Consume Rights Act 2015
(e) Your rights under the Consumer Rights Act 2015
6.10 In the event that the provision of any Goods or Services is conditional on a respective planning permission application, for all intents and purposes that planning permission application shall be the sole responsibility of you, and any and all risk or liability in that regard remains solely your responsibility,
6.11 For the avoidance of doubt, we palm warrant and guarantee the Goods or Services provided by ourselves. While at the sole discretion of ourselves and our installers, we do not paint, gloss or render existing walls and surfaces following installation of Goods.
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms and conditions that is caused by an Event Outside Our Control.
7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation to strikes, lock threat or preparation for wr, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster, or failure of public or private telecommunications network.
7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these terms and conditions:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) out obligations under these terms and conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects any dates that we have agreed with you, we will arrange new dates after the Event Outside Our Control is over.
8.1 You may cancel this agreement within 14 days of you and us signing and dating the Order ("Cooling off Period") by contacting us in writing or by email. Following such cancellation, we will confirm your cancellation in writing to you. Please refer to the Notice of the Right to Cancel provided by our representative,
8.2 Upon your cancellation in accordance with clause 8.1 we will return any deposit paid by you in the form of a cheque (less any credit card charges incurred by us) and no additional charges will be due to his unless you have instructed us to commence the Services already (in which case we shall be entitled to invoice you for the work undertaken prior to the cancellation, including but not limited to any costs associated with our surveyor visiting the installation site).
8.3 Once the Cooling Off Period has expired, we may (in our sole discretion) allow you to cancel an Order subject to payment by you of the greater of:
(a) all reasonable costs and expenses incurred by us in respect of the Order prior to your cancellation including but not limited to surveying costs, materials costs, and manufacturing and other labour costs); or
(a) all reasonable costs and expenses incurred by us in respect of the Order prior t your cancellation (including but not limited to surveying costs, materials costs, and manufacturing and other labour costs); or
(b) 80% of there Price if all goods are manufactured and ready for installation, otherwise 50% of the Price if the Survey has been carried out, otherwise 25% of the Price if the Survey has not yet been carried out.
8.4 Once the Cooling off Period has expired, you may cancel the Order with immediate effect by giving us written notice if:
(a) we break the terms of the Order in any material way and we do not correct or fix the situation within 30 days of you asking us to do is in writing;
(b) we go into liquidation or a receiver or an administrator us appointed over our assets; or
(c) we are affected by an Event Outside Our Control which continues for longer than 26 weeks.
8.5 On cancellation of an Ofer for any reason (whether cancelled by you or by us) you shall return all goods which have not been fully paid for together with any of our property that is on your premises. until they have been returned, you shall be solely responsible for their safe keeping. In the event that any Goods have been installed or Services performed at the time of cancellation you shall be responsible for the proportionate cost of those Goods or Services, as confirmed by us to you following said cancellation.
9.1 We may have to cancel an Order due to an Event Outside Our Control or the unavailability of stock or (in the case of Services) key personnel or key materials without which we cannot provide the Services. We will promptly contact you if this happens. If we have to cancel an Order under this clause 9.1 we will return any deposit or other advanced payments paid by you in the form of a cheque (less any credit card charges incurred by us).
9.2 We may cancel the Order at any time with immediate effect by giving you written notice if:
(a) you do not pay us when you are supposed to as set out in clause 5.3. This does not affect our right to charge you interest under clause 5.4
(b) you break the contract in any other material way and you do not correct or fix the situation within 14 days of us asking you in writing; or
(c) we are affected by an Event Outside Our Control which continues for longer than 12 weeks
(d) we believe or become aware that your financial position deteriorates to such an extent that in our opinion you do not possess the capability to adequately fulfil your obligations under the contract
(e) you take any step or action in connection with entering into any bankruptcy proceedings, administration, provisional liquidation or any composition or arrangement with creditors.
9.3 In the event that we cancel the Order in accordance with clauses 9.2(a) or 9.2(b) you shall indemnify us and keep us indemnified in respect of all costs and expenses we incur arising from such cancellation.
9.4 Without limitation to any other rights or remedies, we may terminate the contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Order on the due date for payment.
10. 1 We are a company registered in England and Wales. Our company registration number is 08293172 and our registered office is c/o Brooks and Co, 9a Leicester Road, Blaby, Leicester, UK, LE8 4GR. Our registered VAT number is 155 9298 67
10.2 If you have any questions or if you have any complaints please contact us at Verdi Home Improvements, A3 Winchester Avenue, Blaby, Leicester, UK, LE8 4GZ Tel: 0843 523 5293 Email: email@example.com
10.3 If you wish to contact us in writing, or if any clause in these terms and conditions requires you to five us notice in writing (for example to cancel the contract), you can send this to us by email or by post to our above address. We will confirm receipt of this by contacting you in writing. If we have to contact you to give you notice in writing, we will do so by email or post to the address you provided to us in the Order.
11.1 We will use the personal information you provide us to:
(a) provide the Goods and / or Services
(b) process your payment for such Goods and / or Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
11.2 We will not give your personal information to any third party other than any relevant finance provider in the event that you purchase our Goods and Services on finance.
12.1 We may transfer our rights and obligations under these terms and conditions to another organisation, and we will always notify you in writing if this occurs. This will not affect your rights or obligations or our rights or obligations under these terms and conditions.
12.2 In the event that you purchase our goods and Services on Finance you acknowledge that we act only as the finance provider's agent and all finance enquiries must be directed to the finance provider.
12.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
12.4 Each of the paragraphs of these terms and conditions operates separately. If any provision or part provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the contact. If any provision of the contacts is deemed deleted under this clause 12.4 there 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.
12.5 If we fail to insist that you perform any of your obligations under these terms and conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
12.6 These terms and conditions and ant dispute or claim (including non-contractual disputes or claims) arising our of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.