Professionals
The Customer's attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
Commencement Date: has the meaning given to it in clause 2.2.
Company: Smet UK Limited registered in England and Wales with company number 5932188 acting as agent for Smet Konstrukt NV, Smet IB bvba.
Company Materials: has the meaning given to it in clause 8.1(h).
Contract: the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Company.
Delivery Location: has the meaning given to it in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 13.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Company.
Order: in the Customer's purchase order form, or the Customer's written acceptance of the Company's quotation, or overleaf, as the case may be.
Services: the services, including the Goods, supplied by the Company to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Company to the Customer.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.
(b) A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Any quotation given by the Company shall not constitute an offer and may be withdrawn or revised at any time before acceptance of the Order by the Company.
2.5 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Customer in any such event.
3.3 Any plans, designs, or illustrative concepts prepared by the Company are and remain the property of the Company and may not be reproduced in whole or in part without the Company’s written consent.
3.4 Materials used are subject to colour variation and all specifications, and measurements are subject to variations and normal manufacturing tolerances. The Customer must rely on their own skill and judgement in determining the fitness or suitability of the goods for any particular purpose. The accuracy of details in illustration and data is given by way of clarification thereof only, and the use of such description shall not constitute this Contract as a sale by description. Where such information is material, this should be confirmed and verified prior to the order being placed.
4. Delivery of Goods
4.1 The Company shall ensure that delivery of the Goods is accompanied by a delivery note which shows the date of the Order and the Goods Specification.
4.2 The Company shall deliver the Goods when it makes the Goods available for collection or delivery to the Customer or any agent of the Customer including any carrier of the Customer at the agreed Delivery Location set out in the Order on an agreed date and at an agreed time.
4.3 The Company may at its discretion deliver the Goods in installments.
4.4 Delivery of the Goods shall be:
(a) where the Services Specification confirms full installation of the Goods, upon the unloading of the Goods at the Delivery Location. For the avoidance of doubt Goods shall be unloaded at ground level only.
(b) where installation of the Goods is being undertaken by the Customer or its agent, i.e. self-installation, upon the delivery of the loaded Goods to the Delivery Location, the Customer or its agent will be responsible for unloading and placing in position on site and ensuring that all plant and equipment required to fulfil this obligation are available at that time.
4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
4.6 If the Company fails to deliver the Goods or if Goods are delivered damaged or do not comply with their description in the Good Specification, and the Customer has fulfilled its obligations under clause 9 the Customer must inform the Company in writing within 24 hours. The Company must be given the opportunity to inspect the Goods within 7 days of the notification. The Company’s liability shall be limited to the amount paid by the Customer for the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions, including but not limited to, off-loading area and temporary storage area, for the Goods or any relevant instruction related to the supply of the Goods.
4.7 If the Customer fails to take or accept delivery of the Goods within five Business Days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company's failure to comply with its obligations under the Contract in respect of the Goods. The Company shall store the Goods for a maximum of 20 days until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5. Quality of Goods
5.1 The Company warrants to the Customer that on delivery, and for a period of 36 months from the date of delivery (warranty period),] the Goods shall:
(a) conform in all material respects with the Goods Specification;
(b) be free from material defects in design, material and workmanship; and
(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 the Company.
5.2 Subject to clause 5.3, the Company shall, at its option, repair or replace the defective Goods if,
(a) the Customer gives notice in writing during the warranty period promptly upon discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
(b) the Company is given a reasonable opportunity (including access) to examine such Goods.
5.3 The Company shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods which will further affect the defective Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Company following and relying on any drawing, design or Goods Specification supplied by the Customer or its agent;
(d) the Customer alters or repairs such Goods without the written consent of the Company;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions (including either too high or too low moisture contents of the air inside the premises where the Goods are or have been installed); or
(f) the Goods differ from their description OR the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Company receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.3.
6.3 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 11.1(a) then, without limiting any other right or remedy the Company may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Company may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Supply of Services
7.1 The Company shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Company reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
7.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 Any plans, designs prepared as part of the Services shall be the property of the Company and may not be reproduced by the Customer in part or in whole without the Company’s prior written consent.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
(b) co-operate with the Company in all matters relating to the Services;
(c) provide the Company, its employees, agents, consultants, and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
(d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification and the Goods Specification.
8.2 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for Goods and charges for services:
(a) shall be the price set out in the Order; and
(b) be inclusive of delivery to the Delivery Location, including freight, insurance, delivery charges, but excluding V.A.T. and other taxes or duties unless expressly stated otherwise in writing.
9.2 The Company reserves the right to:
(a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
(i) any factor beyond the control of the Company (including increases in taxes and duties, and increases in labour, materials, parts, manufacturing costs or transport, changes in delivery schedules or quantities or any other costs of any kind arising for any reason after the Commencement Date;
(ii) currency fluctuations between the Euro and Sterling relating to Goods manufactured and sourced in Europe and imported into the UK exceeding 7,5;
(iii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iv) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.
9.3 The Company shall invoice the Customer in three instalments;
(a) For 15% of the value of the Order upon the Commencement Date;
(b) For 35% of the value of the Order after sign off on the production drawings and prior to the start of the production of the Goods; and
(c) For 50% of the value of the Order prior to delivery of the Goods.
9.4 The Customer shall pay each invoice submitted by the Supplier within 14 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.6 If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Nothing in these Conditions shall limit or exclude the Company's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
10.3 Subject to clause 10.1, the Company’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid under the Contract.
10.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1(a) to (c) or the Company reasonably believes that the Customer is about to become subject to any of them.
12. Consequences of termination
12.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest. All paid invoices are non-refundable by the Company. In respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Company Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose they are not meant to be used for.
12.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
13. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
14. General
14.1 Assignment and other dealings
(a) The Company may at any time assign, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
14.2 Notices
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or sent by email to the address specified in Order.
14.3 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.4 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
14.5 Third parties rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.6 Personal Data
The Company shall process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
14.7 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.8 Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out 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.
14.9 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Consumers
1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply goods to you whether these are goods and services.
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 goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you require any changes, please contact us to discuss.
2. Information about us and how to contact us
2.1 Who we are. We are Smet UK Limited a company registered in England and Wales. Our company registration number is 5932188 and our registered office is at 2 Station Road West, Oxted, Surrey, RH8 9EP. Our registered VAT number is 879 39 37 50
2.2 How to contact us. You can contact us by telephoning our customer service team at 0333 900 1010 or by writing to us at sales@smetuk.com and/or 2 Station Road West, Oxted, Surrey, RH8 9EP
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. These terms will apply to your purchase of goods and services if applicable (comprising the installation of goods) from us and may only be changed by prior written authorisation. These terms together with our acceptance of your order will constitute the contract between you and us for our supply and your purchase of goods and services. Any quotation given by us shall not constitute an order, and is only valid for 60 days from its date of issue. We may extend this period at our discretion.
3.2 The Order shall be detailed in a written confirmation summarising the goods and services ordered, a detailed specification of the goods to be supplied and services to be provided. Once the order has been completed and signed by you and returned by us as accepted the order shall be deemed to have been accepted by us unless you notify us to the contrary within 7 days of you signing it (in which case we shall promptly refund any sums paid by you in respect of the order).]
3.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.4 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.5 Your warranty. By entering into a contract with us, you warrant to us that you have the right to contract with us to supply the goods and services at your property where they are to be delivered, installed and provided.
4. Our goods
4.1 Plans, designs or illustrative concepts we prepare for you remain our property and may not be reproduced in whole or in part without our written consent. An initial plan and a final plan are included in the price quoted but any additional plans will be charged POA.
4.2 Goods may vary from their pictures. The images of the goods in our brochure drawings/images are for illustrative purposes only and our goods may vary from those images. Although we have made every effort to be as accurate as possible, because our goods are handmade, colour variation and all specifications and measurements are subject to variations and normal manufacturing tolerances. You must rely on your own skill and judgement in determining the fitness or suitability of the goods for any particular purpose.
4.3 Making sure your measurements are accurate. Most orders are subject to a detailed survey to undertake measurements and specifications for the goods. This survey process will require you to approve the final specification of the goods you have ordered. By signing the order form, you are agreeing to the specification of the goods ordered and authorising us to manufacture the goods to this specification. You agree that whoever you agree to attend the survey on your behalf and sign the order form will be acting as your agent and their authorisation of the specification of the goods will be binding on you.
4.4 Using your measurements. In the event measurements and specifications are provided to us either by yourself or through another subcontractor that you have engaged then you are responsible for ensuring that those measurements are correct. By signing the order form, you are agreeing to your specification of the goods ordered and authorising us to manufacture the goods to your specification. You agree that whoever signs the order form on your behalf will be acting as your agent and their authorisation of the specification of the goods will be binding on you
5. Your rights to make changes
5.1 If you wish to make a change to the goods 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 goods, the timing for delivery or anything else which would be necessary because of your requested change and ask you to confirm in writing whether you wish to go ahead with the change.
6. Our rights to make changes
6.1 Minor changes to the goods. We may change the goods:
(a) to reflect changes in relevant laws and regulatory requirements including but not limited to any changes to Building Regulations; and
(b) to implement minor technical adjustments and improvements, for example to address a safety aspect.
7. Providing the product
7.1 Delivery and installation costs. We will deliver the goods and supply the services to the place noted in the order as the delivery address. The costs of delivery and installation will be as told to you during the order process and contained in the written quotation.
7.2 When we will provide the goods. During the order process we will let you know when we will provide the goods to you and provide an estimated delivery date and installation date.
7.3 We are not responsible for delays outside our control. If our delivery or installation of the goods is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable to you for any loss sustained by you if we fail to meet that delivery time scale, including for the avoidance of doubt loss of income or revenue, loss of business loss of anticipated savings, or any waste of time related to a cancelled installation appointment.
7.4 Delivery. You will ensure that someone is present to take delivery to make sure that there is access for the goods to be delivered and placed in a safe, dry environment.
7.5 Failed Delivery. 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 9.2 will apply.
7.6 If you do not allow us access to install. If you have asked us to install the goods for you and you do not allow us access to your property as arranged (and you do not have a good reason for this) or we are forbidden for some reason from accessing your property 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 your property we may end the contract and clause 9.2 will apply.
7.7 When you become responsible for the goods. The product will be your responsibility from the time we deliver the goods to the address you gave us or you or a carrier organised by you collect it from us.
7.8 When you own the goods. You own the goods once we have received payment (meaning cleared funds) in full.
7.9 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 goods to you and install them for you. 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 (see clause 9.1) 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 or installing the goods late or not supplying or installing 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.
7.10 Reasons we may suspend the supply of goods 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 5).
8. Your rights to end the contract
8.1 You have ordered bespoke goods: All goods are bespoke and made to measure items. As such, they fall into the category of tailor made goods under the Consumer Contracts Regulations 2013 and (subject to clauses 8.2 and 8.3 below) you will therefore not be able to cancel your order for any goods once materials have been cut to your requirements, provided that this will not affect your legal rights as a consumer in relation to bespoke and made to measure goods that are faulty or not as described.
8.2 Right to cancel. Notwithstanding clause 8.1 above, we will accept the cancellation of your order once placed as long as your notice of cancellation is received within 7 calendar days starting with the date your order is placed. Your notice of cancellation should be in writing and will be deemed to take effect from the date of receipt.
8.3 What happens if you have good reason for ending the contract. If you are ending the contract for a reason set out at in 8.2 above or where you have an undisputed legal right to do so the contract will end immediately, and we will refund you in full for any deposit or monies received.
9. Our rights to end the contract
9.1 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 OR we are unable to collect payment from you
(b) when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(c) you do not, within a reasonable time, allow us to deliver the goods to you and install them or collect them from us;
9.2 You must compensate us if you break the contract. If we end the contract in any of the situations set out in clause 9.1 above and the manufacturing of the goods you have ordered has already started, we will not (due to the goods being bespoke and made-to-measure to your requirements) refund any money you have paid in advance for such product(s) and we may also be entitled to further compensation.
10. Quality
10.1 We warrant to you that on delivery, and for a period of 36 months from the date of delivery (warranty period), the Goods shall:
(a) conform in all material respects with the Goods Specification;
(b) be free from material defects in design, material and workmanship; and
(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.
11. If there is a problem with the product
11.1 If you have any questions or complaints about the product, please contact us. You can telephone our consumer service team at 0333 900 1010 or by writing to us at sales@smetuk.com and/or 2 Station Road West, Oxted, Surrey, RH8 9EP
11.2 Summary of your legal rights. We are under a legal duty to supply goods and services that are in conformity with this contract. Nothing in these terms will affect your legal rights in relation to any non-conformity.
12. Price and payment
12.1 Where to find the price for the goods. The price of the goods will be as set out in the quotation.
12.2 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 goods, we will adjust the rate of VAT that you pay, unless you have already paid for the product (including delivery and installation costs) in full before the change in the rate of VAT takes effect.
12.3 When you must pay and how you must pay. You must pay for the goods (including delivery and installation costs) before we dispatch them on the following basis:
15% of the quoted price upon the order being accepted;
35% of the quoted price upon the materials being received prior to production; and
50% of the quoted price prior to delivery.
12.4 We can charge interest if you pay late. If you do not make any payment to us OR If we are unable to collect any payment from you by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Bank of England 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.
12.5 We reserve the right to increase the price of the Goods, by giving you notice at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to any factor beyond the control of the Company (including increases in taxes and duties, and increases in labour, materials, parts, manufacturing costs or transport, changes in delivery schedules or quantities or any other costs of any kind arising for any reason after you have placed the order. This includes currency fluctuations between the Euro and Sterling, relating to Goods manufactured and sourced in Europe and imported into the UK, exceeding 7.5 % in the period from you placing the order and you taking delivery of the goods.
13. Our responsibility for loss or damage suffered by you
13.1 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, except as set out in clause 13.2 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.
13.2 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 goods, or the right to receive goods 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; and, where installed by us, correctly installed; and for defective goods under the Consumer Protection Act 1987
13.3 When we are liable for damage to your property. If we are installing the goods or providing other 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 that we discover while providing the services.
13.4 We are not liable for business losses. The goods will be supplied for domestic and private use. If you use the goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14. How we may use your personal information
14.1 We will only use your personal information as set out in our Privacy Policy. A copy of our Privacy Policy can be found on our website.
15. Other important terms
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. 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. However, you do not need our agreement to transfer the benefit of our guarantee in clause 10.1.
15.2 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 14.1 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end this contract or make any changes to these terms.
15.3 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.
15.4 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 goods, we can still require you to make the payment at a later date.
15.5 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the goods in the English courts.
15.6 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use.