Standard Terms & Conditions for the Sale of Goods

BACKGROUND:

This agreement applies as between you, the User of this Website and Modern UPVC Windows, a Trading Name of Burbage Custom Windows Ltd, a company registered in England under Company Number: 02961904 of Unit J, Tungsten Park, Maple Drive, Hinckley, LE10 3BE, hereafter referred to as "We, Our or Us" as appropriate, the owner(s) of this Website. Your agreement to comply with and be bound by Clauses 2 – 9 of these Terms and Conditions is deemed to occur upon your first use of the Website. The remaining Clauses apply only to the sale of Goods. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.

No part of this Website is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and Our acceptance of that offer is deemed to occur upon Our sending an "Order Acknowledgement" email to you indicating that your order is entering manufacturing.

1. Definitions and Interpretation

a) In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

"Business Day"	means, any day other than a Saturday, Sunday or bank holiday;
"Calendar Day"	means any day of the year;
"Contract"	means the contract for the purchase and sale of Goods;
"Goods"	means the goods which are to be supplied by Us to you as specified in your Order (and confirmed in Our Order Acceptance);
"Month"	means a calendar month;
"Price"	means the price payable for the Goods;
"Special Price"	means a special offer price payable for Goods which We may offer from time to time;
"Order"	means your order for the Goods;
"Order Confirmation"	means Our acceptance and confirmation of your Order;
"System"	means any online communications infrastructure that We make available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
"User"/"Users"	means any third party that accesses the Website and is not employed by Us;
"Website"	means the website that you are currently using modernupvcwindows.co.uk and any sub-domains of this site;
"We/Us/Our"	means Modern UPVC Windows.

b) Each reference in these Terms and Conditions to "writing" and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.

2. Business Customers

a) These Terms and Conditions also apply to customers buying Goods in the course of business.

3. Intellectual Property

a) Subject to the exceptions in Clause 4 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Modern UPVC Windows, Our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and international intellectual property and other laws.

b) Subject to Clause 5 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.

4. Third Party Intellectual Property

a) Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

b) Subject to Clause 5 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

5. Fair Use of Intellectual Property

a) Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

6. Links to Other Websites

a) This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Modern UPVC Windows or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

7. Links to this Website

a) Those wishing to place a link to any of the pages of this Website on other sites may do so without prior permission, as long as the other site(s) are not pornographic/adult oriented or link farms. Linking to images or scripts of this Website is not allowed.

8. Use of Communications Facilities

a) When communicating via the Website (e.g. via Our contact form) you should do so in accordance with the following rules. Failure to comply with these rules may result in your Account being suspended or closed:

a. You must not use obscene or vulgar language;
b. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
c. You must not submit Content that is intended to promote or incite violence;
d. It is advised that submissions are made using the English language(s) as We may be unable to respond to enquiries submitted in any other languages;
e. The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
f. You must not impersonate other people, particularly employees and representatives of Modern UPVC Windows or Our affiliates; and
g. You must not use Our System for unauthorised mass-communication such as "spam" or "junk mail".

b) You acknowledge that We reserve the right to monitor any and all communications made to Us or using Our Website.

c) You acknowledge that We may retain copies of any and all communications made to Us or using Our Website.

d) You acknowledge that any information you send to Us through Our Website may be modified by Us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.

9. Privacy

a) Use of the Website is also governed by Our Privacy Policy (click to view) which is incorporated into these Terms and Conditions by this reference.

10. How We Use Your Personal Information (Data Protection)

a) All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.

b) We may use your personal information to:

a. Provide Our Goods and services to you;
b. Process your payment for the Goods; and
c. Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.

c) In certain circumstances (if, for example, you wish to purchase Goods on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.

d) We will not pass on your personal information to any other third parties except our agents (e.g. for payment processing).

11. The Contract

a) These Terms and Conditions govern the sale of goods by Us and will form the basis of the Contract between Us and you. Before submitting your Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please contact Us for clarification.

b) Nothing provided by Us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our discretion, accept.

c) A legally binding Contract between Us and you will be created upon Our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.

12. Description and Specification of Goods

a) We have made every reasonable effort to ensure that the Goods conform to illustrations, photographs and descriptions provided on Our website. We cannot, however, guarantee that all illustrations and/or photographs will be precisely accurate due to:

a. Differences in suppliers.
b. Exact specification chosen.
c. Differences in the colour reproduction of electronic displays.

b) As Our Goods have a huge number of variations and combinations of options and styles, it is not possible to have photographs of all of them on Our Website, just of a select few typical examples.

c) Should a defect occur with the goods due to an error on Our part, We will at Our discretion decide whether it is more economical to replace, repair or refund, at Our own cost. If We are not given a reasonable opportunity to rectify any defect, the purchaser will not be reimbursed should they choose to rectify the defect themselves or by enlisting a third party.

d) If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature or Our website, price lists or any other documents, We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible. If, as a result of any such error or omission, you have received the wrong Goods, you may return those Goods to Us as provided in Clause 16. If, as a result of any such error or omission, you have paid too much, We will refund the excess paid for the Goods.

e) We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.

f) As all items are bespoke, with the exception of add-on items such as handles, it is the purchaser's responsibility to ensure all measurements are correct.

g) As all items are bespoke, with the exception of add-on items such as handles, please ensure that all information that you provide to Us is correct, accurate and complete. We cannot accept the return of any bespoke Goods if the return is due to incorrect information provided by you. Please note that this does not affect your legal rights (including but not limited to those described in these terms and conditions). Please see Clauses 16, 17 & 18 for further details about the return of Goods.

13. Orders

a) All Orders for Goods made by you will be subject to these Terms and Conditions.

b) We will only accept changes to Orders for bespoke Goods if We have not started working on the Goods.

c) If your Order is changed We will inform you of any change to the Price in writing.

d) We may cancel your Order at any time before We despatch the Goods in the following circumstances:

a. The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or
b. We are unable to carry out work due to an event outside of Our control.

e) If We cancel your Order and you have already paid for the Goods, the payment will be refunded to you within 7 Business Days. If We cancel your Order, the cancellation will be confirmed by Us in writing.

14. Price and Payment

a) The Price of the Goods will be that shown on Our website in force at the time of your Order. If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.

b) Our Prices may change at any time but these changes will not affect any Orders that We have already accepted.

c) We have made every reasonable effort to ensure that Our Prices, as shown on Our website are correct. Prices will be checked when We process your Order. If the actual Price of the Goods is lower than that stated in your Order, you will be charged the lower Price (unless the lower price was an obvious mistake that you could have reasonably recognised). If the actual Price of the Goods is higher than that stated in your Order, We will contact you to inform you and ask you how you wish to proceed.

d) All Prices include VAT. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.

e) Our Prices exclude the cost of delivery. Delivery cost will be calculated based on your location and shown before you finalise your Order.

f) All payments for Goods must be made in advance before We can despatch the Goods to you.

g) We do not handle or process your financial details, such as credit/debit card details, as all payments are processed via our payment agent PayPal and/or Worldpay.

15. Orders and Delivery

a) No part of this Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you an Order Confirmation email. Only once We have sent you an Order Confirmation email will there be a binding Contract between Us and you.

b) Please note that delivery is currently only possible within United Kingdom in the areas that our delivery page allows (click here to see).

c) When We send you an Order Confirmation, We will provide an estimated delivery date. Please note that estimated delivery dates may vary according to the availability of Goods, your location, and circumstances beyond Our control.

d) If you indicate in your Order that you wish to collect the Goods from Us yourself you may do so after receiving Our Order Confirmation and your confirmed collection date, during Our business hours of 9am to 5pm Monday to Friday.

e) Delivery will be deemed to have taken place when the Goods have been delivered to the delivery address indicated in your Order or, if you are collecting the Goods from Us yourself, when you have collected the Goods.

f) Please be present on delivery, our driver will require a signature and possible assistance to move the items onto your property. Due to the bespoke nature of our goods and the varying sizes and shapes we may need assistance with moving larger items onto your property as our drivers are alone.

g) If for any reason We are unable to deliver the Goods at your chosen delivery address, We will leave a note informing you that the Goods have been returned to Our premises, requesting that you contact Us to arrange re-delivery. We may require additional payment for re-delivery.

h) The responsibility (sometimes referred to as the "risk") for the Goods remains with Us until delivery is complete, at which point it will pass to you.

i) You own the Goods once We have received payment in full for them. This means that legal title will only pass to you until all sums due for payment has been received by Us.

j) In the case of bi-fold doors delivered directly from the manufacturer, if you are not present the manufacturer charges £75 +£10/day +VAT for storage and redelivery, per the notification box on Our Website (when adding a bi-fold to cart). You will be liable to pay any such charges. Please be present on delivery as the driver will require assistance to move the bi-fold doors onto your property.

k) If you have provided us with an incorrect delivery address or you would like to amend your delivery address you may be charged for re-delivery and/or lead times may be affected.

16. Returning Incorrect Goods

a) If you receive Goods that are incorrect, caused by a mistake made by Us in production, alteration, delivery or by Our incorrect description or information, you have the right to return them in exchange for a refund or a replacement, subject to the provisions of this Clause 16. This Clause 16 does not apply to Goods that you are merely not satisfied with or to Goods that are faulty. For Goods that you are dissatisfied with or faulty Goods, please see Clauses 17 or 18 respectively.

b) Bespoke goods which are incorrect as a result of incorrect information that you have supplied to Us cannot be returned.

c) If you wish to return Goods to Us under this Clause 16 you must do so within a reasonable time of taking delivery (or collecting them from Us).

d) All Goods must be returned to Us under this Clause 16 in their original condition accompanied by proof of purchase.

e) You may request that We collect the Goods from you. Please ensure that the Goods are ready for collection at the agreed time and location. We are solely responsible for the cost of collecting the Goods under this Clause 16.

f) We reserve the right to request an inspection of any allegedly defective goods, or to carry out a mutually agreed inspection to identify whether the goods have been properly installed, used, maintained, stored or serviced. We reserve the right to make a charge to cover any reasonable costs if the goods have not been properly used, installed, maintained, stored or serviced.

g) Should a defect occur with the goods due to an error on Our part, We will at Our discretion decide whether it is more economical to replace, repair or refund, at Our own cost. If We are not given a reasonable opportunity to rectify any defect, the purchaser will not be reimbursed should they choose to rectify the defect themselves or by enlisting a third party. We will not accept a return of any goods for minor blemishes and cosmetic defects.

h) Consequential costs or losses are not covered. We cannot be held liable for installation/removal/re-installation costs. Please do not install any incorrect Goods.

17. Returning Goods If You Change Your Mind

a) If you are not satisfied with any non-bespoke Goods purchased from Us you have the right to return them in exchange for a refund or a replacement, subject to the provisions of this Clause 17. This Clause 17 does not apply to Goods that are faulty. For incorrect or faulty Goods please see Clauses 16 or 18 respectively.

b) This Clause 17 does not apply to bespoke Goods. Goods which We have produced or altered to order for you cannot be returned if you change your mind.

c) If you wish to return Goods to Us under this Clause 17 you must do so within 14 days of taking delivery (or collecting them from Us), telling Us why you wish to return the Goods and sending a proof of purchase.

d) You may return Goods to Us in person during Our business hours of 9am to 5pm Monday to Friday or you may return them by post or another suitable delivery service of your choice. You are solely responsible for the cost of returning Goods to Us under this Clause 17.

e) You may request that We collect the Goods from you. Please ensure that the Goods are ready for collection at the agreed time and location. We may charge you for collecting Goods under this Clause 17.

18. Received Damaged or Faulty Goods

a) If you receive Goods that are damaged or faulty you have the right to return them in exchange for a refund if it is not possible to replace or repair, subject to the provisions of this Clause 18. This Clause 18 does not apply to Goods that are incorrect or Goods that you wish to return because you have changed your mind. Please refer to Clauses 16 or 17 above for incorrect Goods or returns if you have changed your mind.

b) You must inform us of any damage or fault as soon as reasonably possible after discovering the damage or fault and in any event within 2 business days after receipt. Please contact Us to inform Us of the fault.

c) Should the damage or fault occurred due to an error on Our part, We will at Our discretion decide whether it is more economical to replace, repair or refund, at Our own cost. If We are not given a reasonable opportunity to rectify any defect, the purchaser will not be reimbursed should they choose to rectify the defect themselves or by enlisting a third party.

d) This Clause 18 only applies to Goods that are damaged or faulty when you receive them. Faults or damage caused by normal wear and tear or improper treatment does not entitle you to return Goods under this Clause 18.

e) This Clause 18 does not apply if you purchased the Goods having been told by Us of the particular damage or fault (If, for example, the Goods were sold at a discounted rate).

f) You may request that We collect the Goods from you. Please ensure that the Goods are ready for collection at the agreed time and location. We are solely responsible for the cost of collecting the Goods under this Clause 18.

g) If Goods are to be repaired We will give you a repair estimate within 2 business days of Our receipt of the Goods.

h) Consequential costs or losses are not covered. We cannot be held liable for installation/removal/re-installation costs. Please do not install any defective Goods.

i) We reserve the right to request an inspection of any allegedly defective goods, or to carry out a mutually agreed inspection to identify whether the goods have been properly installed, used, maintained, stored or serviced. We reserve the right to make a charge to cover any reasonable costs if the goods have not been properly used, installed, maintained, stored or serviced.

19. Guarantee

a) For Goods that We have produced, customised or altered (including bespoke Goods), We guarantee that for a period of 10 years for UPVC frames, 1 year for hardware, 2 years for Astragals, 10 years for glass units, and 5 years for UPVC panels from the date of delivery, the Goods will be free from material defects. This guarantee is subject to the exceptions listed in sub-Clause 16.(b).

b) Our guarantee does not apply to any defects in the Goods caused by:

a. Normal wear and tear;
b. Deliberate damage and/or misuse of the Goods;
c. Accidental damage;
d. Failure to use the Goods in accordance with their instructions;
e. The alteration or repair of the Goods by you or any third party that is not authorised by Us;
f. Accidental damage or misuse during installation.

c) Our guarantee exists in addition to your legal rights as a consumer (that the Goods match Our description, that they are of satisfactory quality and that they are fit for purpose). More information on your rights as a consumer can be obtained from your local Citizens Advice Bureau or from the Office of Fair Trading.

d) From time to time, We provide or make available on Our website, brochures and other sales literature relating to third party products not manufactured by Us. We therefore cannot guarantee that the information provided in this literature is correct as this is the responsibility of the aforementioned third parties in accordance with their own Terms and Conditions.

20. Our Liability

a) Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

b) Installation:

a. It is the purchaser's responsibility to arrange for a suitably qualified installer to carry out installation of Goods We supply.
b. You have a positive obligation to check your Goods thoroughly before installing them.
c. All our Goods are supply-only, We cannot be held liable for any installation or re-installation fees under any circumstances.
d. We will not be responsible for any damage to property or person(s) incurred during the installation of Our Goods.

c) We will not be liable for any Consequential costs or losses, howsoever arising as set out at Clause 18 (h) and Clause 16 (h). Any Claim to settle or accept any such claim shall be entirely at Our discretion. No admissions of liability is to be inferred or construed out of Our exercise of such discretion.

d) We will not accept any liability for any goods for minor blemishes and cosmetic defects.

e) Furthermore, nothing in these Terms and Conditions seeks to exclude or limit Our liability for the following with respect to your rights as a consumer:

a. Breach of your right to title and quiet possession as implied by section 12 of the Sale of Goods Act 1979;
b. Breach of terms relating to description, satisfactory quality, fitness for purpose and samples as implied by sections 13, 14 and 15 of the Sale of Goods Act 1979;
c. Our liability relating to defective products as set out in the Consumer Protection Act 1987.

21. Events Outside of Our Control (Force Majeure)

a) We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our control.

b) If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

a. We will inform you as soon as is reasonably possible;
b. Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
c. We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
d. If the event outside of Our control continues for more than 2 calendar months We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;
e. If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to cancel under sub-Clause 13 (d) (b) above.

22. Communication and Contact Details

a) If you wish to contact Us with questions or complaints, you may contact Us by telephone at 01455-639739 or by email at info@ModernUPVCwindows.co.uk or via the contact form located on Our website: (http://www.modernupvcwindows.co.uk/contact.php).

23. Other Important Terms

a) We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.

b) You may transfer (assign) the benefit of the guarantee in Clause 19 to any person who purchases the Goods from you after you have completed purchasing the Goods from Us.

c) You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.

d) If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

e) No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

24. Governing Law and Jurisdiction

These Terms and Conditions (and the Contract) (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Any dispute, controversy, proceedings or claim between Us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.