DEFINITIONS

In this document the following words shall have the following meanings:

1.1 The Customer : The person, firm or company including any legal entity, placing an order or otherwise dealing with the Company - “You” “ Your/s”

1.2 “Seller" or “supplier” means: National Shadings “Us”, “we” or “the company” or any such sub-contractor as may be appointed by “Us”

1.3 "Goods" means the articles to be supplied to the Buyer the Seller; as set out in the order acknowledgement

1.4 "Intellectual Property Rights” (IPR) means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.5 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.6 “Order Confirmation” : The Order by You for the Goods as shown on the Order Confirmation. The Order may contain specifications including plans and drawings supplied by You and agreed in writing by Us.

1.7 “Contract” : The Contract between the Customer “You” “ Your/s” and National Shadings “Us” and “We” for the sale of goods in accordance with these conditions.

1.8 “Contract Sum” : The price quoted by the Company for the Goods and/or Services specified and it shall only apply to orders for those quantities or those Services without alteration or amendment.

1.9 “The Terms”: The terms and conditions as set out in this document, these terms and conditions which shall apply to all contracts between the Parties which shall supersede and override any other terms proposed or stipulated by the Customer regardless of when those terms are proposed or stipulated.

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods and services by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.3 Placing of an order by the Customer or Our written acceptance of an Order or any act which is consistent with fulfilling the Order shall constitute unqualified acceptance of these Terms by You.

2.4 Quotations and estimates do not constitute offers and shall lapse on expiry of the stated period or, if no such period is stated, 30 Working Days from the date of the quotation or estimate. National Shadings reserves its right to withdraw or revise a quotation or estimate at any time before accepting an order.

2.5 The “Company’s" acceptance of an order shall become an effective contract where the “Company’s” Order Acknowledgment is received by the Customer and the quantity and description of the Goods or Services shall be as set out in the Order Acknowledgment.

2.6 Except where the Contract provides that the “Company” will undertake design work, the Customer shall be responsible for ensuring the accuracy and completeness of any order including quantities, any delivery dates and applicable design, drawing dimensions, measurements, weights or specifications provided by the Customer and for giving the “Company” any necessary information relating to the Goods or Services within a sufficient time to enable the Company to perform the Contract in accordance with the “Terms”. If the Customer fails to notify the Company of any error within FortyEight (48) hours of receipt of the order specification the Company accepts no responsibility for any losses or delays incurred by the Customer.

2.7 “The Company” may make changes to the specification of the Goods or Services necessary to conform to the applicable statutory and EU requirements including health and safety standards.

2.8 The “Contract agreement” and any part of it may be extended, delayed or cancelled only with the written agreement the National Shadings. If an order is extended, delayed or cancelled by the Customer whether or not with the agreement of the Company the Customer will indemnify the Company against all losses, damages, costs and expenses that the Company incurs as a result of the extension, delay or cancellation including but not limited to the cost of any material, plant or tools used or allocated to the Contract, the cost of storage, the cost of labour and other overheads including a percentage of anticipated profit on the Contract and the Company reserves the right to resell the Goods without notice to the Customer. Such storage costs shall be identified at the rate of a minimum £25 per day this cost is not inclusive of any other costs which may be incurred in the process.

2.9 All Headings in these terms and conditions are for convenience only and shall not affect their interpretation or bring any specific meaning to them.

2.10 If We fail to insist that you perform any of your obligations under these Terms, 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.

2.11 Any Written notice to be given under these Terms and Conditions will be send to the Customers registered address from the Company and from the Customer to the Companies Registered trading address

2.12 This contract is between You and Us an not for the benefit of any other Parties. No other person shall have any rights to enforce any of its terms.

2.13 Termination of the Contract shall not effect the rights and obligations which have amounted to any monetary value at the time of termination.

2.14 The Company reserves the right to assign any work as long as it is in the benefit of the Contact agreement.

2.15 The Company will update and amend these Terms and Conditions from time to time and it is the sole responsibility of the Customer to have read and understood the Terms and Conditions at the time of entering in to a Contract with the Company.

3. PRICE AND PAYMENT

3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer unless otherwise agreed. The company is entitled to adjust the price of good or services or the delivery costs thereof as at the time of delivery or performance by such amount as may be necessary to cover any increases in taxes or duties which were unforeseen.

3.2 Any increase sustained by the “Company” after the date of acceptance of the order in any direct costs of manufacturing, acquiring or supplying the Goods or Services; and/or any costs and expenses howsoever arising which result from the Customer’s failure to comply with any of its obligations under these Terms or any change in the Customer’s instructions to the Company shall be charged to You. Such increase will be notified to YOU as soon as the Company are informed by Our Suppliers of the subsequent changes.

3.3 Before Our agreement of a customers order a deposit will be payable to the Company. Deposit amount is stated at 75% of the Contract sum unless otherwise stated and agreed to in the order acknowledgement between the two parties. For orders with a value below £10,000 payment is due 100% upfront.

3.4 Payment of the remaining 25% of the contract sum is due upon delivery of materials to site. Failure to pay and the ‘company’ reserves the right to cease work until payment is settled. ‘Customer’ will be liable for any incurred costs as a result of failure to pay on time. If there are any outstanding costs remaining upon the completion of the project due to changes these will be due with in 7 working days from the invoice date. 


3.5 The Company shall be entitled to charge interest on overdue invoices from the date when the payment becomes due up until the date the payment is made at a rate of 5 % per annum above the base rate set by the Bank of England. The base rate will be determined upon the date of when payment is due. Subsequent interest payable on the account will not be deemed “fully paid” until the interest and all outstanding funds on the account are cleared.  

3.6 If payment of the price or any part thereof is not made by the due date, We are entitled to:

3.6.1 require payment in advance of delivery in relation to any Goods not previously delivered;

3.6.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.6.3 To returns all goods as title has not yet passed to the Customer. The Customer agrees to reimburse the Company for all costs and expenses incurred with the recovery of Goods on demand by the Company. Such costs will include, but not exclusively, transport, carriage, insurance, employees time and any damage to the goods supplied.

3.6.4 Terminate the contract.

4. DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.


5. DELIVERY

5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

5.2 The Customer shall pay the Company’s charges for delivery including unloading and any other associated costs. If Goods are collected, delivery shall be completed when loading is completed at the Company’s premises. If the Company delivers the Goods then delivery will occur on arrival at the delivery address which shall be the location set out in the Contract or such other location as agreed in writing.

5.3 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

5.4 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.

5.5 When goods are delivered the company will take no responsibility for the Buyers readiness to receive the Goods, any preparatory works are Your responsibility where specified.

5.6 Upon delivery of the Goods, You will make an immediate inspection, unless any fault or defect is notified to Us, in writing, within 48 Hours it shall be deemed that the Goods delivered are accepted, by You, without reserve and are deemed Fit for Purpose.

6. INSTALLATION

6.1 When specified in the contract terms that the ‘company’ is responsible for insulation of the goods the company reserves the right to use; its employees, subcontractors and agents to perform the insulation on behalf of us.

6.2 The Customer will obtain all necessary permissions to allow the ‘Company’ to have full and free access to the site at which installation is to take place and free availability of all necessary utilities and services for the purpose of installing the Goods. The Customer is responsible for undertaking any preparatory work which the ‘Company’ specifies is necessary when notified to the Customer in the contact. The Customer will compensate the ‘Company’ for any and all additional costs including time which the ‘Company’ incurs as a result of the Customer’s failure to properly undertake any such satisfactory preparatory work.

6.3 The ‘Company’ states that its employees, subcontractors and agents will comply with all reasonable health and safety, security and other regulations which are in force or apply at the Delivery Address and the Customer shall indemnify and hold the ‘Company’ harmless against any loss, damage, cost and/or expenses which the ‘Company’ may suffer or incur as a result of any injury to the ‘Company’s’ employees or agents or damage to or loss of the Company’s property whilst at the Delivery Address resulting from anything other than the Company’s employees or agents negligence or any non-compliance by the Goods with the warranty set out.

7. RISK

7.1 Risks of the Goods shall pass to the Buyer at the moment the Goods delivered to the customer irrespective of if the remaining balance of the goods has been settled or not. if Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

7.2 The Customer will notify any End User that the ‘Company’ remains the legal owner of the Goods until title passes in accordance with Clause 7.1 and the Company reserves the right to label the Goods accordingly. If the Goods are so labelled, such labelling must be protected and not removed at any and all times.

7.3 The ‘Company’ agrees that the Customer may use or agree to sell the Goods as principal rather than as the Company’s agent subject to such sale being effected in the ordinary course of the Customer’s business at full market value. The entire proceeds of any sale or insurance proceeds received in respect of the Goods will be held by the Customer in trust for the Company

7.4 From the time of the delivery until title of the Goods passes to the Customer in accordance with Clause 8 the Customer shall be responsible for all risk relating to storing the Goods in reasonable conditions so as to maintain the quality and integrity of the Goods and the Customer shall insure the Goods for their full value with a reputable insurer and, if the Company so requests, ensure that the Company’s name is noted on the insurance policy. Until title of the Goods passes to the Customer the Customer shall hold the proceeds of any claim on such insurance policy on trust for the Company and shall immediately account to the Company with the proceeds.

7.5 The Insurance referenced in clause 7.4 must have a 30 day notification clause of validity and The Company may request a current and valid certificate at any time including after title passing to the Customer if there is a subsequent claim.

8. TITLE

8.1 Title of the Goods will remain with the Company until the Contract Sum and any outstanding sums, including interest on late payments, are paid in full to the Company. (See clause 3).

8.2 Until title passes the Customer shall hold the Goods as the fiduciary agent and bailee of the Company. The Customer will store the Goods separately from any other goods and will ensure the Goods remain identifiable as those of the Company. The Customer shall not interfere with any identification marks: labels, batch numbers or serial numbers on the Goods.

8.3 Once all outstanding sums are paid for and the insulation of goods has been completed by the company the title of the Goods will pass to the Customer, this be in writing upon the customer receiving a receipt of final payment.

9. WARRANTY

9.1 All goods are sold with a 2 year manufactures warranty as per EU legislation, confirmation of this warranty are provided with the goods upon delivery and this is also the date the warrant become active and will expire 2 years from date of delivery. 

9.2 The customer reserves the right to use the company as an intermediary for acting upon the warranty between themselves and the manufacture of the goods, the company will honour this in a gesture of good will to the customer.

9.3 Additional extension warranties purchased by the customer from the Company will come in to effect on the expiration of the 2 year manufactures warranty and will expire upon the end of the warranty term. The warranty will only be valid upon;

9.3.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

9.3.2 the defect being due to the faulty design, materials or workmanship of the Seller.

9.4 Any Goods to be repaired or replaced shall be returned to the Manufacture at the Buyer’s expense, this can be arranged through the ‘Company’.

9.5 The ‘Company’ reserves the right to void any additional warranty between the customer and the company in the event of a false or invalid warranty claim. It is taken then wear and tear and damage to the goods are not covered under the warranty. The ‘Company’ retains the right to assess the warranty claim and will conclude a judgement on the claim

9.6. The ‘Company’ reserves the rights to charge for call outs which are not within the project installation period. Call out rate is £78 per hour (EX VAT), this rate is also charged for travel time associated with the call out. For projects which are in the installation phase there is no call out charge as this is deemed part of the purchase contract.

10. LIABILITY AND LIMITATION OF LIABILITY

10.1 Nothing in these Terms shall exclude or restrict the Company’s liability for death or personal injury resulting from the Company’s negligence or the Company’s liability for fraudulent misrepresentation or any other liability which cannot be excluded or restricted by law.

10.2 No liability of any nature shall be incurred or accepted by the Company in respect of any representation made by the Company, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

10.2.1 the correspondence of the Goods with any description;

10.2.2 the quality of the Goods; or

10.2.3 the fitness of the Goods for any purpose whatsoever.

10.3 Subject to Clause 10.1 the Company is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise for any of the following losses or damages, whether direct or indirect and even if such losses and/or damages were foreseen, foreseeable or known or the Company was advised of them in advance:

10.3.1 Loss or damage incurred by the Customer as a result of third party claims;

10.3.2 Loss of actual or anticipated profits;

10.3.3 Loss of business opportunity;

10.3.4 Loss of anticipated savings: and

10.3.5 Any indirect, special or consequential loss or damage howsoever caused.

10.4 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

10.5 The Company does not warrant that the Goods will be fit for any particular purpose even if The Customer advises the Company of any purpose for which they may be used in advance.

10.6 The company will not be liable in the case of;

10.6.1 If a defect in the Goods or failure in the provision of the Services would have been apparent on a reasonable inspection under Condition 5.6 at the time of loading or unloading (as appropriate) unless the Customer gives the Company notice in accordance with Condition 10.6.2.

10.6.2 Unless a defect in the Goods or failure in the provision of the Services other than is covered by Condition 10.6.1 is discovered within 48 Hours of the date of delivery of the Goods or failure in the provision of the Services and the Company are given written notice of such defect or failure in the provision of the Services within 14 Working Days of it being discovered

10.6.3 Unless after discovery of the defect the Company are given a reasonable opportunity to inspect the Goods or to review the Services before they are used fixed or in any way interfered with. The Customer may not continue to use the Goods once the Customer has discovered any defect in the Goods or failure in the provision of the Services, any such interference or work done by You which is not in accordance with these terms shall be deemed to invalidate any warranty both manufactures and additional warranty purchased from the company.

10.6.4 If the defect arises as a result of the Goods being used for a purpose or in a manner other than that specified to and agreed by the Company or specified by the Company;

10.6.5 If the defect arises from wear and tear;

10.6.6 If the defect arises from the Customer or a third party’s negligence, mis-use, alteration or repair of the Goods or the Services, failure to follow British Standard or industry or The Company’s instructions relevant to the Goods or the Services, storage of the Goods or the Supplies in unsuitable conditions or use of the Goods or the Supplies or the Services in abnormal working conditions.

10.7 If the Goods are not manufactured by the Company or have been processed by a third party whether or not at the Company’s or the Customer’s request the Company’s liability in respect of any defect in or arising from the Goods will be limited to such rights against the manufacturer or the third party as the Company may have in respect of those Goods

10.8 If the Goods are supplied, manufactured or processed or the Services are performed to a drawing, design, measurement, calculation or specification provided by or approved by the Customer or any third person nominating or specifying the Goods whether as provided in Condition 10.7 or otherwise then: Subject to condition 10.1 the Company shall not be liable for any defect in such Goods or the performance of Services except in the event of:

10.8.1 Misrepresentation where the representation was made or confirmed in writing by the Company;

10.8.2 non-compliance with such drawing, design, measurement, calculation or specification; or

10.8.3 breach of a separate written warranty signed by the Company that the Goods or the Supplies are fit for a particular purpose.

10.8.4 The Customer will unconditionally fully and effectively indemnify the Company against all losses, damages, costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual property rights of any other person, this to include reasonable legal costs

10.9 The Customer will fully indemnify the Company against all losses, damages, penalties, costs, including legal costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim by any third party arising from the supply or use of the Goods or the Supplies.

10.10 Except as expressly provided in these Terms all warranties, conditions of other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of National Shadings, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

12. DEFAULT

12.1 If the Customer becomes “insolvent”, meaning they are unable to pay the Customer’s debts within the meaning the Insolvency Act 1986 or the Customer ceases to pay the debts in the ordinary course of business or being unable to pay the Customer’s debts as they become due or the Customer ceasing or threatening to cease to carry on the Customer’s business.



“Associated Company” means any subsidiary or holding company as defined in the Companies Act 2006 or a subsidiary of such holding company, or any company over which the Company’s or the Customer’s directors or shareholders have control as defined in the Income and Corporation Taxes Act 1988.



If The Customer fails to pay any invoice or sum due to the Company or to any of the Company’s Associated Companies under any Contract on the due date; or



If The Customer’s credit limit is withdrawn or reduced to a level below the amount then outstanding to the Company; or

If The Customer’s or the Customer’s Associated Company become Insolvent; or

There is a material change in The Customer’s or The Customer’s Associated Company’s constitution; or

The Customer pledges by way of security for any of the Customer’s indebtedness any Goods for which title still remains with the Company



The Customer commits a material breach of the Contract which is not capable of remedy or commits a material breach of the Contract that is capable of remedy but fail to remedy that breach within 7 Working Days after being requested to do so, then all sums outstanding between the Customer and the Company under this and any other Contract between the Customer and any of the Company’s Associated Companies shall become immediately due and payable and the Company shall be entitled to do any one or more of the following:

Require immediate payment of any outstanding funds of the Company’s invoices to the customer

Require payment in advance of any further delivery of Goods or Services

Charge interest of any payment which are not met by the payment date as set out in Clause 3

Cancel or withhold any deliveries go Goods or Services to the customer with no liability related to the Company

To require the customer to return goods as demonstrated in Clause 3.6

Resell or distribute Goods destined for the Customer to other parties

To terminate the contact and any other contracts with the Customer with out liability on the Company

The Customer is required to reimburse the Company for the costs involved in the Company enforcing its rights as set out in the Contract. The costs include any legal expenses, time and not excluding the recovery of funds from the Customer.

FORCE MAJEURE

The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, Global Pandemics, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.

TERMINATION OF CONTACT

Once the Order has been confirmed and accepted by The Company, You, the customer may not terminate in full or in part. At the moment of Order acceptance it becomes a Contact, therefore You will be invoiced and responsible for payment of the full contact sum and any other payments as defined in Clause 3

The Company may terminate Your Contact with Us in the case of;

“Insolvency”, You are able to satisfy your debts as defined in the Insolvency Act 1986

You begin or take part in discussions and negotiation with any type of Creditor service with a view to rearranging debts

You are involved with any type or form of insolvency procedures, not limited to and including petition for bankruptcy, give notice or pass a resolution and including any bankruptcy procedures.

You have any creditor or creditors who have or intend to take possession of, or a distress or execution notice is served, of levied process enforced or any form of similar process which is not discharged within 14 days of service.

You appoint or have a active application may by others who are entitled such application for the appointing of a administrator

If you threaten to suspend, terminate or cease to carry out your business in part or in whole.

If in the Companies opinion, Your financial position deteriorates to a point in which We decide you will be unable to meet the financial obligations required in the Contract by You.

If Termination of the Contact takes place it will not affect Yours or Our rights or remedies for issues a the time of Termination. Any Clauses in the Contract which are intended to service the Termination of the Contact will do in full force.

The Company will give notice of Termination of the Contract in Writing to You, the Customer, which comes in to force on the date of issuing and a record will be kept on file for indemnity reason by the Company. There is no need for acceptation of the termination by the customer as it is automatic upon issuing.

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

ASSIGNMENT AND SUB-CONTRACTING

The contract between the Customer and Company for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

The Company retains the right to use sub-contractors and assignees to carry out works to meet the terms of the contact.

WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.