Supply of Goods and Services Agreement
Please read all these terms and conditions (“Terms”).
1 Application
1.1 By ordering our Services, including any Goods, you accept that delivery of these Services will be subject to these Terms which are also referred to in any Quote that you will receive from us. If you do not agree to these Terms, your order for Services including any Goods will not be accepted by us.
1.2 These Terms will apply to the purchase of the Goods and Services by you (the “Customer” or “you”). We are Creative Glass Studio Ltd, a company registered in England and Wales with registration number 09098618 whose registered office is at Unit-20 Atlas Business Centre, Oxgate Lane, London, England, NW2 7HJ with email address [email protected] and telephone number 07803404131 (“Creative Glass” or “us” or “we”).
2 Definitions
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
Contract means the legally-binding agreement between you and us for the supply of the Services, the provision of which are contained in the Quote and these Terms;
Property means your home or premises or other location where the Services are to be supplied, as set out in the Quote;
Durable Medium means paper or email, or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period that is long enough for the purposes of the information, and allows the unchanged reproduction of the information stored;
Fees means the sums payable by you under the Contract for the Supply of Services;
Goods means any Goods that we procure and supply to you under the Services, including but not limited to bespoke shower fitting materials, of the number and description as set out in the Quote;
Quote means the document of that name that details the exact Services you have requested including any Goods you wish us to supply, including but not limited to: the Property details, your personal information, delivery dates, the details of any applicable guarantee, specification of colours, design and materials of Goods and instructions for care, subject to these Terms;
Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you in any manner;
Services means the services advertised on the Website, including the procurement, design, production and installation of any Goods, of the number and description set out in the Quote.
3 Services
3.1 Our range of Services is detailed on the Quote or may be described to you or demonstrated in brochures in person by one of our representatives. Any descriptions are for illustrative purposes only and there may be small discrepancies in the size and colour of any Goods supplied.
3.2 As specifications for Services including Goods we provide to you are made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
3.3 All Goods and Services which we advertise are either limited edition or unique items and are therefore subject to availability.
3.4 We reserve the right to make changes to the methods of supplying the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
4 Customer responsibilities
4.1 You must co-operate with us in all matters relating to the supply of the Services, provide us and our authorised employees and representatives with access to any premises under your control as required, provide us with all information required to perform the Services and obtain any necessary licences and consents (unless otherwise agreed). In particular you must ensure that:
4.1.1 exclusive access to the relevant parts of the Property is provided to allow us to install the Goods;
4.1.2 free parking or residents parking vouchers are provided where necessary;
4.1.3 where applicable you consult the owner of the Property in regard to the Services and gain consent before ordering the Services. This includes sharing details of the proposed Goods to be used;
4.1.4 the installation site is clear of all items of value and any debris and is fully accessible;
4.1.5 no works or modifications to the area where the Services are to be carried or Goods are to be installed after we have taken the technical measurements;
4.1.6 we are allowed to perform the Services uninterrupted SAVE FOR instances where you need to make us aware of anything that could materially affect installation;
4.1.7 any legal obligations or permission that may be relevant to carrying out the Services including but not limited to bylaws and planning permission if required are sought and approved; and
4.1.8 any health and safety hazard or concern which we might come across whilst performing the Services are adequately secured prior to the scheduled performance, including the securing of children and pets resident at the Property.
4.2 Failure to comply with Clause 4.1 is a Customer default which entitles us to suspend performance of the Services until you remedy it, or if you fail to remedy it following our request, we can terminate the Contract with immediate effect on written notice to you.
4.3 If you have not informed us of any of the considerations mentioned in Clause 4.1.7 above prior to commencement of delivery of the Services, we accept no responsibility for any issues that may arise due to either contraventions of planning or other legal obligations.
5 Personal information
5.1 We retain and use all information strictly under our Privacy Policy.
5.2 If we 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 the Quote or other medium.
5.3 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
6 Basis of Contract
6.1 The description of the Services and any general estimates we give you do not constitute a contractual offer to sell the Services. However, if we send you a Quote, that is a contractual offer to provide the Services which upon your payment of the accompanying invoice will be accepted and a binding contract for the performance of the Services will be formed between us which will be governed by these Terms.
6.2 Therefore, you must ensure that the Quote is complete and accurate and inform us immediately of any errors prior to acceptance so that we can revise the Quote accordingly. No variation of the Contract, whether about description of the Services, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and Creative Glass in writing and any such changes may incur extra fees.
6.3 All Quotes are valid for fifteen (15) days from the stated date, unless we expressly withdraw it at an earlier time.
6.4 If you accept the Quote, we may need to visit your Property in order to produce the technical measurements drawings and measurements required. We will then ask you to review our 3-d visualisation, technical drawings and the samples of colour and any applicable materials. Once the designs and samples are agreed with you in writing, we will commence production.
7 Fees and Payment
7.1 The Fees and any additional delivery or other charges are those set out in the Quote at the date you accept it or such other price as we may agree in writing. Prices for our Services are mainly calculated on a fixed rate basis but are subject to variation.
7.2 The Fees may increase due to factors outside of Creative Glass’s control, including in the event that the end supplier of any Goods increases the price. If this occurs you may either:
7.2.1 accept the increase;
7.2.2 refuse the increase and allow us to source a replacements Goods or other materials; or
7.2.3 refuse the increase and cancel the Contract. In such an instance, you will not receive a refund for any Fees already paid to us.
7.3 If you wish to add to the Services as outlined in the Quote, then this will be chargeable and will be subject to a new contract for the Supply of Goods and Services.
7.4 If any information provided by you prior to the issuance of the Quote is incorrect leading to an increased cost for us in supplying the Services you require, then an extra charge will be applicable. We will notify you of the extra cost prior to undertaking any additional work in writing.
7.5 All Fees and charges are subject to VAT at the rate applicable at the time of the Order.
7.6 Payment for the Services must be made in accordance with the payment schedule specified in the Quote or as otherwise agreed between us in writing. Time shall be of the essence in the performance of your payment obligations and failure to make any payment on time may result in suspension of the Services.
7.7 In any event, payment must be made in full within five (5) Business Days of completion of the Services unless the performance of the Services is subject to a legitimate dispute.
7.8 If you are a business and payment of the Fees has not been made in full after thirty (30) Business Days following completion of the Services and there is no legitimate dispute over the delivery of the Services by us, we will charge interest at a rate of 8% per annum above the base rate of the Bank of England until the payment is made in full, which shall include charges in respect of the first twenty-eight (28) days that payment has been in arrears.
7.9 If you are an individual and if payment is not made in full after thirty (30) Business Days following completion of the Services and there is no dispute over the performance of the Services, we will charge you interest at a rate of 10% per month until the payment is made in full, which shall include charges in respect of the first twenty-eight (28) days that payment has been in arrears.
7.10 All payments must be made via cash, debit or credit card or BACS transfer to our bank account as notified to you in writing.
8 Performance of the Services
8.1 You expressly agree and acknowledge that time is not of the essence in the performance of the Services. Nonetheless, we will perform the Services at the Property on the Performance Date or within the agreed period or, failing any agreement within a reasonable time.
8.2 Once the production of the Goods is complete we will notify you of one or more dates for delivery and/or installation of the Services (“Performance Date”) with specified time slots which we will employ reasonable endeavours to adhere to. If you wish to move the Performance Date, you must give us at least twenty-four (24) hours’ notice. In addition, you must ensure that we have exclusive access to the installation area in accordance with Clause 4.1.1 and that the installation area is ready for the installation of the Goods on the Performance Date.
8.3 If you fail to comply with Clause 8.2, we reserve the right to charge a fee of £500 to account for the wasted costs of allocating resources to perform the Services on the Performance Date. You acknowledge and agree that this fee is not a penalty and does in fact represent a genuine pre-estimate of our losses.
8.4 Please note that on any Performance Date we will only install the goods between 7.30 to 4.00 pm Monday to Friday. We do not provide the Services outside of these hours. If you request us to do so, we may do, at our discretion, provided an additional ‘out of hours’ fee has been agreed in writing.
8.5 In any case, regardless of events beyond our control, if we do not perform the Services on time, you can (in addition to any other remedies) treat the Contract at an end if:
8.5.1 we have refused to perform the Services; or
8.5.2 after we have failed to perform the Services on time, you have specified a later period which is appropriate to the circumstances and we have not performed the Services within that period; or
8.5.3 given reasonable opportunity, we have failed to perform the Services within ninety (90) days of the Performance Date.
9 Risk and Title
9.1 Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
9.2 You will not own the Goods until we have received payment for the Services in full. If full payment is overdue, we can choose, by notice to cancel the performance of the Services and end any right to use any Goods.
10 Withdrawal and cancellation
10.1 We may end the Contract at any time by writing to you if you commit a breach of these Terms as follows:
10.1.1 you do not make any payment of Fees to us when it is due and you still do not make payment within 5 Business Days of us reminding you that payment is due; and/or
10.1.2 you do not, within a reasonable time, allow us to perform the Services at your Property.
10.2 As this Contract is for the provision of bespoke good and services, if you are a Consumer, you do not have any statutory right to cancel or change your mind once the Contract has been formed. Therefore whether you are a business or a Consumer you have no right to cancel the Contract save as provided for in Clauses 10.3 and 10.4 below.
10.3 If you wish to cancel the Contract prior to us commencing production of the Goods, we will agree to the cancellation and will refund you any fees paid to us for the Services, less 25% of the total value which reflects the time we have spent in designing the Goods and planning the technical execution of the Services.
10.4 If you wish to end the Contract for a reason set out below, the Contract will end immediately and we will refund you in full for any Goods which have not been provided or have not been provided properly and you may also be entitled to further compensation. The reasons are:
10.4.1 we have told you about an error in the price or description of Goods you have ordered and you do not wish to proceed; or
10.4.2 the supply of any Goods may no longer be possible or significantly delayed because of events outside our control.
10.5 If you cancel the Services for any other reason after we have commenced production of the Goods, you may be liable for the entirety of the Fees due under the Contract.
11 Guarantee of Services
11.1 Subject to your compliance with your maintenance obligations below and PROVIDED THAT we have supplied the Goods used in delivering the Services, we offer a quality guarantee on the Services as follows:
11.2 Shower unit seals – six (6) months; and
11.3 All goods (except for glass) – three (3) years.
11.4 All of our showers are sealed with silicone. In regard to the warranty on our shower seals, you acknowledge and agree that certain parts of the seal are not designed to be impermeable to water, in particular shower hinges and lock mechanisms. Under no circumstances shall we be liable under the guarantee for water leakage that occurs through these parts of the seal.
11.5 Where Goods are covered by their own retail or manufacturer’s warranty we shall pass on these same warranties to you and will provide you with details of these warranties and/or guarantees upon request.
11.6 For the avoidance of doubt, you will not be able to benefit from our guarantee and it will become invalid if you do not comply with the care instructions provided to you in writing.
11.7 If you sell your Property in which the Services have been performed, then we will not transfer the unexpired part of this guarantee to the new owner.
12 Insurance
We have in place adequate insurance to cover our risks and liabilities under the Contract, including professional indemnity insurance, errors and omissions insurance, public liability insurance, and work health and safety insurance.
13 Duration, termination and suspension
13.1 The Contract shall commence once you make payment of the first invoice and shall continue for as long as it takes us to perform the Services.
13.2 Either you or we may terminate the Contract or suspend the Services at any time by a written notice of termination or suspension to the other if that other:
13.2.1 commits a serious breach, or series of breaches resulting in a serious breach, of the Contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or
13.2.2 is subject to any step towards its bankruptcy or liquidation.
13.3 On termination of the Contract for any reason, any of our respective remaining rights and liabilities will not be affected.
14 Circumstances beyond the control of either party
14.1 In the event of any failure by us to complete the Services due to something beyond our reasonable control:
14.1.1 we will advise you as soon as reasonably practicable; and
14.1.2 our obligations will be suspended so far as is reasonable, PROVIDED THAT we will act reasonably and that we will not be liable for any failure which we could not reasonably avoid.
15 Privacy
15.1 Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
15.2 These Terms and Conditions should be read alongside, and are in addition to our policies, including our Privacy Policy.
15.3 For the purposes of these Terms and Conditions:
'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Directive 95/46/EC (Data Protection Directive) or the GDPR.
'GDPR' means the General Data Protection Regulation (EU) 2016/679.
'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
15.4 We are a Data Controller of the Personal Data we Process in providing the Services and Goods to you.
15.5 Where you supply Personal Data to us so we can provide Services and Goods to you, and we Process that Personal Data in the course of providing the Services and Goods to you, we will comply with our obligations imposed by the Data Protection Laws:
15.5.1 before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
15.5.2 we will only Process Personal Data for the purposes identified;
15.5.3 we will respect your rights in relation to your Personal Data; and
15.5.4 we will implement technical and organisational measures to ensure your Personal Data is secure.
15.6 For any enquiries or complaints regarding data privacy, please contact us without delay.
16 Disclaimer and Limitation of liability
16.1 We aim to provide a Service of the highest quality. However, there may always be minor faults in the Goods or Services provided. We shall not be liable in the following circumstances:
16.1.1 We install glass to the standards of the Glazing Federation. If there are scratches which are not visible from 2m away, then we, in accordance with NHBC Standards shall not be liable for repair or replacement of the glass;
16.1.2 Where we are joining and snagging our shower units, we shall not be liable for any discrepancy of 2mm or less; and
16.1.3 Where the walls, ceiling or other elements of the Property are not level or straight, we shall not be liable for any gaps that result from such idiosyncrasies.
16.2 Where we are providing the Services in the Property, we will make good any damage to the Property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or for weaknesses or any endemic conditions of the Property (whether known or unknown) which may influence our performance of the Services or cause damage to the Property that we discover while providing the Services.
16.3 We shall not be liable under any circumstances for any indirect, consequential losses that result from performance of the Services and subject to Paragraph 16.4 below, we shall only be liable for rectification or a refund for the Services carried out and our liability shall be capped at the total amount paid by you under the Contract.
16.4 We do not seek to exclude liability for: (i) any fraudulent act or omission; or (ii) death or personal injury caused by negligence or breach of our other legal obligations. Subject to this, if you are a Consumer, we are not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) consequential loss (for example loss of profit) to your business, trade, craft or profession which would not be suffered by a Consumer - because we believe you are not buying the Services and Goods wholly or mainly for your business, trade, craft or profession.
17 Governing law, jurisdiction and complaints
17.1 The Contract (including any non-contractual matters) is governed by the law of England and Wales.
17.2 Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
17.3 We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us to find a solution. We will aim to respond with an appropriate solution within 5 business days.