General Terms And Conditions
These Terms & Conditions apply to all work, work product and sales by any means or channel including through our website www.savvyspaces.co.uk (“our Website).
All deliveries and services of ‘SavvySpaces, any of our group companies or entities’ are carried out exclusively based on these General Terms and Conditions. Any deviations or amendments from these General Terms and Conditions is only valid if this is expressly confirmed by ‘SavvySpaces, or any of the group companies or entities’ in writing before the conclusion of the contract.
These General Terms and Conditions are the full extent of the contract between you (Buyer) and SavvySpaces, any of the group companies or entities’ (“us”, “we”, “our”, etc.). By visiting or using Our Website or Services or purchasing our Goods you agree to be bound by them.
Your agreement is with SavvySpaces’ A trading title and style of Martyn Duerden trading as Edwards.
Our Website, www.savvyspaces.co.uk, is owned by Martyn Duerden trading as Edwards located at Smarthome central, Watling Court, High Street, Elstree.
We hold various registrations and professtional memberships, a current list can be found on our Accreditations pace
Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods from our Website. You will be required to read and accept these Terms of Sale when ordering Goods. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.
These General Terms and Conditions are valid for existing as well as for all future business transactions. Additionally, such, for all information given in connection with such transactions in brochures, price lists, advertisements, on the packaging etc., no matter whether they have been given verbally, in writing or via digital means (internet, email, etc).
In this agreement:
|“Us / We / Our/ Seller”||means SavvySpaces, Edwards, any of the group companies or entities|
|“Buyer / You”||means the person, company, firm, tradesperson, body, contracted partner, or organisation which purchases the Goods from the Seller and uses our Website including the person or persons representing or on behalf of You.|
|“Business Day”||means a day (other than a Saturday, Sunday, bank holiday, or public holiday in the United Kingdom).|
|“Carrier”||means any person or business contracted by us to carry Goods from us to you.|
|“Conditions”||means the General Terms and Conditions and Terms of Sales set out herein as amended from time to time.|
|“Content”||means any material in any form published on Our Website by us or any third party with our consent.|
|“Contract”||includes an order that has met the satisfaction of being complete by the Buyer, whereby a contract has been formed between the Buyer and the Seller to acquire Goods. An agreement for the purchase of Goods. Any form of Contract in the traditional sense.|
|“Currency”||means the currency in which the price of the Goods are sold in and is to be paid in (whether GBP £ or EUR € or another currency, as specified by the Seller, in a quote, invoice, pro forma, on Our Website, documentation or elsewhere.|
|“Force Majeure”||means an event or circumstance beyond a party’s reasonable control including pandemic, epidemic or quarantine|
|“Goods”||means any of the products, software, hardware, services, items, and the like that we offer for sale on our Website, or, if the context requires, Goods we sell to you by any means.|
|“Order”||means a Buyer’s acceptance of the Seller’s quotation or in the Buyer’s purchase order form if accepted in writing by the Seller.|
The definitions are not exhaustive and are provided to aid in the interpretation of these Conditions.
The headings in these General Terms and Conditions are for convenience only and will not affect their interpretation. These General Terms and Conditions apply to all supplies of Goods and services by us to any person.
They prevail over any terms proposed by you. Any phrase used in these General Terms and Conditions is illustrative and shall not limit the sense of the words preceding or succeeding these terms or phrases. A word used in the singular includes the plural and vice versa, and any reference to one gender includes all genders. Any reference to writing or written includes any electronic messaging, including emails.
These General Terms and Conditions apply in any event to you as a Buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to our website.
4. Our contract with you
These General Terms and Conditions contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
Each party acknowledges that, in entering into these General Terms and Conditions, they do so not relying on any representation, warranty, information or document or other terms not forming part of this agreement.
If you use our Website, Goods or services in any way and / or make an order on behalf of another person, you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
While we strive to maintain stock levels, we do not guarantee that Goods advertised on our Website are available.
The price of Goods may be changed by us at any time.
We may change these General Terms and Conditions from time to time. The General Terms and Conditions that apply to you are those of our publicly available terms and conditions on our website on the day you order Goods or services.
If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.
SavvySpaces, any of the group companies or entities do not sell Goods to consumers by any means or channel, Goods sold on our Website, on third party marketplaces or any other means outside the scope of a supply of services contract are only undertaken with trade account holders who have registered an account with us.
5. Offer & Agreement
All offers are non-binding and subject to change. conclusions of contract only come about through written confirmation of the order by us or through the delivery of the Goods/provision of a service.
As far as we offer Goods obtained from third parties, we can withdraw from the contract if the self-supply is not carried out through no fault of our own.
The information about our Goods or services given in price lists, catalogues, brochures, advertising media, etc, oral information, subsidiary agreements as well as all other declarations and promises by us, no matter of what kind these do not represent offers.
In connection with the handling of complaints, such are ineffective unless they are confirmed in writing by us as agreed upon before the conclusion of the contract.
Changes or additions to the contract, including the General Terms and Conditions, must be made in writing to be legally valid.
This also applies to a departure from this written form requirement. Our employees are not authorised to make legally binding declarations, such as promises about specific delivery dates. Minor deviations from the Goods specifications are considered as approved.
6. Price & Payment
The price payable for the Goods that you order is set out on our website and in the order.
All charges for Goods and services are based on the pricing valid on the day of the purchase.
If Goods or service prices are affected by exchange rates, we are entitled to charge exchange rate increases further.
If by mistake, we have under-priced the Goods, we will not be liable to supply those Goods to you at the stated price, provided that we notify you before we dispatch these to you.
By clicking the Accept or similar button you agree to these General Terms and Conditions . By completing and submitting the following electronic order form you are making an offer to purchase Goods which, if accepted by us, will result in a binding contract.
Unless otherwise agreed in writing, all prices are without additional expenses, costs for packaging, delivery, customs. These will be accounted separately. For services, in particular, maintenance, repair, installation work, training, consultation the respectively valid hourly rates are charged.
All services (, repair, installation work, training, consultation, etc.) will either be charged at the rates in effect on the day the services are performed or at a fixed specified contract cost.
Deviations from the amount of time quoted required for particular work (which may serve as the basis for the Proforma invoices) for which the Seller is not responsible, will in the final invoice be charged based on the actual time spent.
Where our contract with you is purely time and material based, the costs for travel, and overnight stay will be invoiced separately to you according to the rates valid at the time. Travel time is considered working time.
7. Fulfilment of Contracts and Delivery
Your order is an offer to buy from us, if accepted by us you will be specifically notified that acceptance has occurred, conformation of an order does not indicate acceptance, if you do not receive such email or other written communication our contract shall only be legally made on dispatch of Goods.
If we do not have all of the Goods you order in stock, we may part ship your order and fulfil the outstanding stock in a separate delivery on availability. This Partial delivery is at our sole discretion, if this (partial delivery) happens you may: 1) accept the alternatives we offer, if we offer to do so; 2) cancel the unfulfilled part of your order;
Delivery periods are non-binding and do not begin before all technical and other details of the order have been clarified. Time is not of the essence in relation to deliveries. This also applies to periods in connection with the handling of warranty or guarantee cases and other services. In any case, We reserve the right to a delivery period of 30 days starting with the confirmation of the order.
Delays in delivery for which we are not responsible, therefore, do not entitle the Buyer to assert claims for the guarantee, error avoidance or compensation.
Interruptions of operation through no fault of ours and events of force majeure and other events beyond the sphere of influence of us, in particular also delays in delivery and the like on the part of the pre-suppliers, entitle us, under exclusion of warranty, error avoidance and compensation claims, to extend the delivery periods or, in case of permanent obstacles to performance, to cancel the contract.
This also applies if the events occur at a time when we are in default.
Any and all deliveries take place at the expense and risk of the Buyer, also in case of partial shipments.
This is also valid if the delivery carriage paid is agreed. Freight charges will not be presented. Insurance of the Goods is only effected on account, and explicit order, of the contracted party. The risk is transferred to the Buyer with the dispatch or collection of the Goods by the carrier, at the latest with the handover of the Goods to the Buyer or their representative.
Irrespective of the place of delivery and the assumption of any transport costs, London UK is agreed as the place of loading for any and all orders outside of mainland UK
If the purchased Goods are exported, the Buyer is obliged to arrange for the necessary export and customs permits and the like at their own expense.
We are not liable for the permissibility of the export of the Goods. If we should incur any costs or costs through the dispatch, transport or export of the Goods, the Buyer indemnifies and holds us harmless.
Goods and custom products are constructed to British Standards, and directives, their fitness for use in any place other than the United Kingdom is not asserted and my not be inferred.
The creation of bespoke plans and programs is based on the nature and extent of information provided by the Buyer.
All documentation provided is binding. This also includes test results that are appropriate and sufficient for the application in question and a test environment for an additional test should these be required.
All test results and a suitable test environments are to be provided in a timely manner and at the cost of the Buyer.
If a test environment is a live system that is already in operation it is the responsibility of the Buyer to ensure a safe test environment, create backups of important data and protect from failure any plant or equipment as they see fit.
We shall not be held responsible for any failure caused by any equipment where our Goods have not been fully tested and commissioned prior to being implemented in any application.
The basis for the creation of bespoke plans and programs is always a written functional specification that is prepared by us based on information provided by the Buyer or is prepared by the Buyer themselves and all parties to such have agreed to.
Any cost estimates and offers are based on the functions outlined in the specifications. The specifications shall be verified by the Buyer for accuracy and completeness and written consent to the specification is to be provided prior to the commencing of any work.
Alterations or additions to the functional specification can lead to changes in delivery dates and separate pricing agreements for the works.
Bespoke plans and programs require formal acceptance no later than fourteen calendar days after delivery to the Buyer.
Acceptance of the work fulfilling the agreed specifications has to be in a written report by the Buyer. (Checks for accuracy and completeness are to be carried out by the Buyer based on the test information).
Should the Buyer let the period of fourteen calendar days come to pass without acceptance, the supplied work or work product is considered to be accepted at the end of this period.
The use of any bespoke software provided by the Buyer in a live installation will automatically deem the software to be accepted.
Potential shortcomings, which are deviations from the written functional specifications, are to be well documented by the Buyer, SavvySpaces shall be notified in writing about these immediately.
We are committed to taking corrective action in the fastest possible manner in case of major shortcomings that have been reported in writing, which prevent the start or continued operation of a system, we will require a renewed complete acceptance report of the whole system after corrective action has been taken.
The Buyer is not entitled to refuse the acceptance of software due to minor shortcomings.
If the Buyer does not change the functional specification to the extent that enabled the execution of the order, We reserve the right to refuse the completion of the work.
If the cause of the impossibility is the result of incomplete, missing or inaccurate information by the Buyer or due to a change in the original functional specifications by the Buyer, we are entitled to refuse the completion of the work and cancel the order.
Any costs incurred to date for the activities and associated expenses, as well as any dismantling, are to be covered by the Buyer.
Shipment of program carriers, documentation, and specifications is always at the expense and risk of the Buyer. Insurance is only provided at the explicit request of the Buyer and at the cost of the Buyer.
We shall endeavour to meet the agreed dates for completion as accurately as possible. The target completion dates can only be met if the Buyer provides all the required information in a timely manner at the times indicated by us.
This, in particular, but not exclusively, applies to the acceptance of the functional specification at the agreed date and timely responses throughout the project.
Delivery delays and cost increases that result from incorrect, incomplete, or subsequently amended data and information or documents provided by the Buyer are not our responsibility and cannot lead to us being in breach of the contract.
Any resulting additional costs are to be assumed by the Buyer. For orders that include multiples, We are entitled to make partial deliveries and to submit partial invoices.
Cancellation by the Buyer in respect of shop purchases is possible only with our explicit the written consent. If we agree to the cancellation, we have the right to charge a cancellation fee of up to 30% of the unbilled contract value of the entire project in addition to any services already provided.
Orders for Goods may only be revised or cancelled by the Buyer prior to the date of loading at the place of loading, and only with the Seller’s prior consent. Thereafter, the Buyer shall have no right to cancel a contract. If at its sole and absolute discretion, the Seller explicitly allows a request by the Buyer to cancel a contract, this must be confirmed in writing, and the preconditions will include that the Buyer indemnifies the Seller for all costs, expenses and any loss of profit which the Seller might incur or be liable for in relation to the cancellation. This applies to any Person meeting the definition of Buyer, We do not supply Goods through any channel to consumers, No Goods are sold on a “Sale or Return Basis”. An order is a final contractual agreement between the Buyer and Seller.
8.1 Orders for services, or combined Goods and services contracts
Your rights to cancel is dependent on who you are and how our contract has been formed..
If we have contracted with you as a business entity or via a specified account in our web-shop then you have knowingly asserted that you are not a consumer, as such our agreement is wholly limited to the conditions contained herein.
9. Warranty, returns, liability and Buyer recourse
The Buyer shall be obliged to immediately inspect the Goods taken over accordingly and to check that they are free of defects. Complaints of defects must be made in writing by the Buyer immediately, at the latest, within 3 days after receipt of the delivery, otherwise warranty claims and claims for damages shall be excluded.
Damage in transit, such as mechanical damage to the delivered Goods, as well as shortfalls in quantity, are to be reported to the Seller by the Buyer within 24 hours after receipt of the Goods, otherwise all claims will be lost, dispatched Goods are at the risk of the Buyer, the Buyer may refuse all deliveries where the packaging is damaged. Where a Buyer has not chosen to insure such Goods we shall only be liable to the value of specified insurance, usually £20.00. The damaged Goods will be the property of the Buyer.
Complaints about defects do not entitle the Buyer to withhold the invoice amounts partly or entirely.
9.1 Warranty – Web sales
The warranty period for new Goods is 12 months, for used equipment any and all statutory warranty rights are excluded.
The warranty period is neither extended nor interrupted by remedying of defects nor attempts to remedy defects; for this purpose, a judicial assertion of the warranty claim or a written acknowledgement of the defect by us is required.
Attempts to remedy defects do not constitute an acknowledgement and do not lead to an extension of the period. The same applies to remedies of defects which have been carried out as a gesture of goodwill, i.e. without recognition of a legal obligation.
In the case of partial delivery, the warranty period shall begin with the handover of the respective part.
9.2 Returns Process – Web sales
The Buyer is obliged to assert warranty or compensation claims exclusively in compliance with the returns process:
In order to assert warranty claims, the Goods in questions shall be handed over to us free of charge, stating the return authorisation number, the invoice number, the invoice date as well as the fault.
If you are sending a Goods under complaint the costs for the dispatch to us as well as the risk of a possible loss, damage or delay in shipment are borne by the person entitled to guarantee, appropriate transport insurance is recommended, items arriving in damaged packaging will be photographed and refused.
Goods in question, for which the agreed Return procedure was not observed, will be returned to the sender unprocessed, and a processing fee of £28,00 will be charged.
If the Goods in question are not defective or that the error information was incorrect, a minimum processing fee of £28,00 will be charged at our discretion.
The above-mentioned handling regulations apply to all returns to us or to third-parties commissioned by us, no matter for what reason the return is made.
9.2.1 Returns for good purchased with order value based discounts.
If a Buyer purchases goods with the use of a voucher code, and, or another order value based discount, such as free shipping, the Seller shall be entitled to recover and dismiss such amounts that would not otherwise applied to the resultant lower order value, the seller will deduct such from any refund given.
9.3 Scope of Warranty
In case of a justified notice of defect, We will, first of all, eliminate the defect, if necessary, deliver a replacement.
If a complaint is made later than six months after the date of production, the amount of a possible refund is calculated according to the purchase price minus the advantages of use based solely on the 12 month warranty period. Only if rectification of defects is wrongly refused in writing, despite the setting of a reasonable deadline.
The burden of proof that the alleged defect was already present when the Goods were delivered lies with the Buyer. It is generally to be assumed that a defect notified after the third (3) month of the warranty period is the usual wear and tear for which the Buyer is responsible and does not justify any warranty claims.
9.4 Warranty for wearing parts and in the event of misuse
It is pointed out that warranty claims for products, such as wearing parts, whose normally expected service life is less than the above-mentioned or the legally regulated warranty period, cannot be recognised within the entire warranty period.
In the case of rechargeable batteries, for example, the performance capacity decreases after six (6) months of normal use, warranty claims regarding rechargeable batteries, in particular with regard to performance capacity, can only be accepted within six (6) months of delivery.
Warranty claims concerning the picture quality of LCD displays can no longer be accepted after twelve (12) months from the date of delivery
9.5 No warranty claims exist for products that
1) are damaged by misuse, non-observance of user instructions in the user manual and/or guarantee card or repair and service card delivered together with the Goods, or by other misuses of the Goods, such as the operation of the contract Goods together with such devices or programmes whose compatibility has not expressly agreed to in writing
2) by changing the Goods
3) by repair attempts of any third parties
4) by improper transport or improper packaging when returning the Goods
5) have been damaged or rendered inoperable by improper installation of third-party products (e.g. memory modules)
6) have not been installed by qualified and competent persons, For all warranty claims giving rise to physical or electronic defects it must be established who installed the equipment, proof of their qualifications, competence and invoice for the installation works. We may also request images of the installation and statements from the Buyers installer.
9.6 Assignment, benefits of use
The assignment of warranty and compensation claims and the like is not permitted. When asserting warranty claims or withdrawing from the contract, the contract partner must pay us an adequate remuneration for the use as well as a compensation for the reduction in the value of the service, we assert solely for this purpose that benefit of use time is equal standard length of warranty set at 12 months.
9.7 Limitation of Liability
Claims for damages and claims for the avoidance of errors, which arise from a possible defective delivery or the improper execution of another service we provide, for example in connection with the handling of warranty or guarantee repairs, are expressly excluded; in particular any liability for loss of data and loss of profit of the person or entity entitled to such claim.
The above limitations of liability shall not apply if the damage was caused by us intentionally or through gross negligence, in the event of a breach of material contractual obligations, if a commercial transaction for delivery by a fixed date was agreed, if the damage is caused by the absence of a quality that we have guaranteed, for physical injury.
If we repair or replace Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
When using any delivered Goods, the installation, operating and other technical regulations and instructions must be strictly observed. In particular, We do not assume any liability for damages of any kind that arise due to overloading or improper handling, operation, installation, mounting or similar.
A liability or guarantee for the compatibility with other products or systems or for a certain purpose of the use is excluded.
Furthermore, the liability of us is limited to specified intent.
9.9 Warranty for programming services and software products
Complaints of defects are only valid if they concern reproducible defects and if they are documented in writing within four weeks after delivery of the agreed service or, in the case of individual software, after acceptance of the program in accordance with point 7.
In the case of warranty, improvement has priority over price reduction or rescission.
In the event of a justified notice of defects, the defects shall be remedied within a reasonable period of time, whereby the Buyer shall enable us to take all measures necessary for examination and remedy of defects corrections and additions that prove necessary until the agreed service is handed over
Costs for assistance, misdiagnosis as well as error and malfunction elimination for which the Buyer is responsible as well as other corrections, changes and additions will be carried out by us against payment. This also applies to the elimination of defects if program changes, additions or other interventions have been carried out by the customer themselves or by third parties.
Furthermore, we do not assume any warranty for errors, malfunctions or damage caused by improper operation, changed operating system components, interfaces and parameters, use of unsuitable organisational means and data carriers, if such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage.
For programs that are subsequently modified by the Customer’s own programmers or third parties, any warranty by us shall lapse. If the subject of the order is the modification or supplementation of already existing programs, the warranty refers to the modification or supplementation. The warranty for the original program is not revived thereby.
Where we install and commission a system that is programmed or pre-programmed our warranty extends to that version of that program only, any update to any program or firmware shall result in immediate termination to any and all associated warranties.
10 Copyright and use
All copyrights to the agreed services (programs, documentation, etc.) are owned by us.
After payment of the agreed remuneration, the Buyer shall be granted the exclusive right to use and or modify the software exclusively for his own purposes, only for the hardware specified in the contract.
Any distribution by the Buyer is excluded according to copyright law.
The cooperation of the Buyer in the production of the software does not give rise to the acquisition of any rights over the use specified in this contract.
Any violation of our copyrights shall result in claims for damages, whereby in such a case, full satisfaction shall be provided.
The Buyer is permitted to make copies for archive and data backup purposes under the condition that the software does not contain an express prohibition of the Licensor or third parties and that all copyright and ownership notices are transferred unchanged into these copies.
11. Retention of Title
Goods remain the property of Us until the complete payment of all claims, no matter on what legal grounds (also from previous transactions).
In cases of an account having a credit balance, the reserved property is considered as security for the balance claim.
During the existence of the reservation of title, a sale, processing, pledging, transfer by way of security or other disposals of the purchased or repaired Goods to a third party is strictly prohibited, as far as this does not take place in the regular course of business.
The Buyer must inform us immediately of any seizure or other impairment of the property by third parties.
The Buyer shall be obliged to reimburse the costs and measures to remedy the interference, in particular also the costs of legal action.
The Buyer is obliged to treat our Goods with care during the period of the reservation of title.
If the reservation of title is asserted, the Buyer shall compensate for a possible reduction in value, irrespective of fault, and pay an appropriate remuneration for the use.
By processing the Goods, the Buyer does not acquire ownership of them completely or partly produced Goods: The processing is free of charge and exclusively retained by us.
Should the reservation of ownership expire due to any circumstances, we and the Buyer agree that the ownership of the Goods shall now be ours with immediate effect.
The Buyer remains their custodian in walking possession.
In the case of processing with Goods that are still the property of third parties, we shall acquire co-ownership of the new items.
The extent of this co-ownership results from the ratio of the invoice value of the Goods delivered by us to the invoice value of the remaining Goods.
If the Buyer nevertheless sells the delivery item, They assign by way of security all claims against their customers arising from it up to the amount of the claims of us, and we hereby require and accept this assignment.
If the processed Goods contains, a part from our reserved good, only such objects that either belonged to the Buyer or were delivered only under the so-called simple reservation of ownership, the Buyer assigns the entire purchase price claim to us.
If the advance assignments to several suppliers coincide, we are entitled to a fraction of the claim, according to the ratio of the invoice value of its reserved Goods to the invoice value of the other processed objects.
If the Buyer does not fulfil their obligations of any kind or if they cease payments, the whole remaining debt becomes due, even if bills of exchange with a later maturity are running.
In this case, we are entitled to demand the immediate return of the sold or repaired Goods, excluding any right of retention. After taking back these Goods, it is at our sole discretion either to; sell the Goods and credit the proceeds obtained to the Buyer or their agents; deduct the sales costs; or take back the Goods at the invoice price, deducting any depreciation in value.
In order to secure our claim, and also to secure claims from other legal transactions, we have the right to retain the Goods handed over for repair until all outstanding claims, including the claims from the legal transaction in question, have been settled.
we are not obliged to carry out warranty repairs as long as the Buyer has not settled any open claims whether related or not.
12. Terms of payment
Unless stated in a separate contract our invoices are due upon receipt without discount or other deductions.
We are entitled to deliver Goods only against payment in advance or cash on delivery.
If we owe you money (for any reason), we will credit your Buyer (if such account exists) account no later than 14 days from the date when we acknowledge that repayment is due.
Should you require the repayment to be made to the original method of payment, you will need to provide the necessary banking details for this to be fulfilled.
You will need to contact us to arrange this.
Specific Payment terms may be offered to you on an individual basis. Such terms, such as the number of days until payment is due, or the allowed credit limit, are agreed to in conjunction with all Conditions herein.
No one agreement shall cancel the other. Any such amendment must be made in writing by Us.
In case of default interest on arrears of 13% per month is agreed upon.
The Buyer shall reimburse all costs incurred by this, such as out-of-court reminders, collection, and lawyer’s fees. Prohibitions of assignment, as well as analogous general terms and conditions of the Buyer are invalid. If the financial circumstances of the Buyer deteriorate after conclusion of the contract or if circumstances become known which are suitable for reducing the creditworthiness of the Buyer, all claims shall become due for payment immediately. In this case, further deliveries shall only be made against advance payment.
We are entitled to offset payments already made against interest, reminder, collection and legal fees incurred. Payments made will always be credited against our oldest receivables, even if the reason for payment is expressly stated otherwise.
Any other notes to this effect on payment receipts or other documents of the Buyer are invalid.
Employees of ours are not authorised to accept payments unless it is expressly agreed otherwise in writing.
The Buyer is not entitled to set off against claims – of whatever kind – unless they have been expressly acknowledged by us in writing or have been legally established by a court of law.
In case of export transactions, the Buyer is obliged to return all export and customs documents and suchlike in the original to us, otherwise the Buyer is obliged to pay any prescribed duties.
Several Buyers are liable undivided. In case of orders which comprise several units (e.g. programs, realisation in partial steps), we are entitled to invoice after delivery of each individual unit or service.
Compliance with the agreed payment dates is an essential condition for the performance of the delivery or fulfilment of the contract by us.
Non-compliance with the agreed payments entitles us to stop the current work and to withdraw from the contract. All associated costs and loss of profit shall be borne by the Buyer.
The Buyer is not entitled to withhold payments due to incomplete total delivery, guarantee or warranty claims or complaints.
When paying, the Buyer shall ensure the invoice amount arrives with us in full without any deductions. Especially the expenses of a foreign bank transfer have to be paid in full by the Buyer
13. Place of jurisdiction, applicable law, miscellaneous
English law shall apply to all disputes arising from this contract, whereby the applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
The ineffectiveness of particular regulations does not affect the effectiveness of the other regulations of these terms of business.
With regard to legally ineffective provisions, the parties to the contract agree to close the loophole by means of a provision that comes closest to the ineffective one.
As the place of jurisdiction in business transactions with merchants, the contractual parties agree on the competent courts in England.
These Conditions are tabled for business-to-business Terms of Sales for Goods. Where applicable, and in addition, these Conditions apply to any order between you and us where you are not classed as a business, to the extent that they do not limit the conclusive regulations for associated consumer rights according to the legal regulations of the country in which the Goods and services were bought.
We do not soley supply Goods to consumers via any channel, you assert that you are not a consumer for the purposes of obtaining any Goods we may supply on a supply only basis, you further assert that you hold us free from any action by any third party no matter their legal status.
Where we provide Goods as part of an installation service or complete assemblies of more that one item of equipment and you are a consumer for the purposes of such contract your statutory consumer rights are not affected in the supply of such Goods
Consumer Terms and Conditions
Applicable to consumer service contracts only, Not applicable to Shop purchases or any goods only transaction.
1. Definitions and Interpretation
1.1 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 provision of Services, as explained in Clause 3;|
|“Deposit”||means an advance payment made to Us under sub-Clause 5.5;|
|“Month”||means a calendar month;|
|“Price”||means the price payable for the Goods or Services;|
|“Services”||means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation);|
|“Special Price”||means a special offer price payable for Services which We may offer from time to time;|
|“Order”||means your order for the Services;|
|“Order Confirmation”||means Our acceptance and confirmation of your Order as described in Clause 3;|
|“We/Us/Our”||Martyn Duerden trading as Edwards located at Smarthome central, Watling Court, High Street, Elstree.|
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, fax or other means.
2. Information About Us
2.1 Martyn Duerden trading as Edwards located at Smarthome central, Watling Court, High Street, Elstree.
3. The Contract
3.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an 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 ask Us for clarification.
3.2 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.
3.3 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.
3.4 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
3.4.1 The main characteristics of the Services;
3.4.2 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 11);
3.4.3 The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.4.4 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
3.4.5 Our complaints handling policy;
3.4.6 Where applicable, details of after-sales services and commercial guarantees;
3.4.7 The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
4.1 All Orders for Services made by you will be subject to these Terms and Conditions.
4.2 You may change your Order at any time before We begin providing the Services by contacting Us.
4.3 If your Order is changed We will inform you of any change to the Price in writing.
4.4 You may cancel your Order within 10 days of placing it. If you have already made any payments to Us under Clause 5 (including, but not limited to the Deposit), subject to sub-Clause 5.6, the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If you wish to cancel the Services after this time period, or once We have begun providing the Services, please refer to Clause 10.
4.5 We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payments to Us under Clause 5 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation. Cancellations will be confirmed in writing.
5. Price and Payment
5.1 The Price of the Services will be that shown in Our price list in place 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.
5.2 If We quote a Special Price which is different to the Price shown in Our current price list, the Special Price will be valid for 10 days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. Orders placed during this period will be accepted at the Special Price even if We do not accept the Order until after the period has expired.
5.3 Our Prices may change at any time but these changes will not affect Orders that We have already accepted.
5.4 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.
5.5 Before We begin providing the Services, you may be required to pay a Deposit of 10% of the total Price for the Services. The due date for payment of your Deposit will be included in the Order Confirmation.
5.6 In certain circumstances, if your Order is cancelled, your Deposit will be refunded in full or in part. The amount due will be calculated based upon the Price for the Services, Our price list, and the amount of work (if any) already undertaken by Us. Please refer to sub-Clauses 4.4 and 4.5 if your Order is cancelled before the Services begin, or to Clause 10 if the Services are cancelled after they have begun.
5.7 The balance of the Price will be payable once We have provided the Services.
5.8 If you do not make payment to Us by the due date as shown on the order form. We may charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of Bank of England plc from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
5.9 The provisions of sub-Clause 5.10 will not apply if you have promptly contacted Us to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.
5.10 Failure to pay an invoice or collection of invoices will result in late payment charges and interest.
Interest will be charged at 8% above the Bank of england base rate at the time of the invoice or at the time the invoice became overdue, whichever is higher.
Late Payment charges will be levied on a rolling scale; We will charge £20.00 per £1,000.00 or part thereof per day that the invoice remains overdue.
For example if you owe £5624.33 and pay this 10 days late the Late payment fee will be 6x£20.00 x 10days £ 1,200.00.
6. Providing the Services
6.1 As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards, and in accordance with any information provided by Us about the Services and about Us.
6.2 We will begin providing the Services on the date confirmed in Our Order Confirmation.
6.3 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 9 for events outside of Our control.
6.4 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.
6.5 If the information or action required of you under sub-Clause 6.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
6.6 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 6.5, We may suspend the Services (and will inform you of that suspension in writing).
6.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention We will inform you in advance in writing before suspending the Services.
6.8 If the Services are suspended under sub-Clauses 6.7 or 6.8, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
6.9 If you do not pay Us for the Services as required by Clause 5, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 5.10.
7. Problems with the Services and Your Legal Rights
7.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible.
7.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
7.3 We will not charge you for remedying problems under this Clause 7 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 6.6 will apply and We may charge you for remedial work.
7.4 As a consumer, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office. If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price. If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.
8. Our Liability
8.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
8.2 We provide Services for domestic and private use (or purposes). We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind. By making your Order, you agree that you will not use the Services for such purposes. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
8.3 If We are providing Services in your property and We cause any damage, We will make good that damage at no additional cost to you. We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.
8.4 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.
8.5 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
8.6 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.
9. Events Outside of Our Control (Force Majeure)
9.1 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, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
9.2 If any event described under this Clause 9 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
9.2.1 We will inform you as soon as is reasonably possible;
9.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
9.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
9.2.4 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 10.3.3. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;
9.2.5 If the event outside of Our control continues for more than 12 weeks, We will cancel the Contract in accordance with Our right to cancel under sub-Clause 10.6.3 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, and in any event within 14 Calendar Days of Our cancellation notice.
10.1 If you wish to cancel your Order for the Services before the Services begin, you may do so under sub-Clause 4.4.
10.2 Once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by giving Us 10 days’ written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5.
10.3 If any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5. If you cancel because of Our breach under sub-Clause 10.3.1, you will not be required to make any payments to Us. You will not be required to give 10 days’ notice in these circumstances:
10.3.1 We have breached the Contract in any material way and have failed to remedy that breach within 30 days of you asking Us to do so in writing; or
10.3.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
10.3.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 9.2.4); or
10.3.4 We change these Terms and Conditions to your material disadvantage.
10.4 We may cancel your Order for the Services before the Services begin under sub-Clause 4.5.
10.5 Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 10 days written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5.
10.6 If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5. We will not be required to give 10 days notice in these circumstances:
10.6.1 You fail to make a payment on time as required under Clause 5 (this does not affect our right to charge interest on overdue sums under sub-Clause 5.10); or
10.6.2 You have breached the Contract in any material way and have failed to remedy that breach within 30 days of Us asking you to do so in writing; or
10.6.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 9.2.5).
10.7 For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and 10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 10.3.1 and Us under sub-Clause 10.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
11. Communication and Contact Details
11.1 If you wish to contact Us, you may do so by telephone at 0208 099 2010 or by email at email@example.com
11.2 In certain circumstances you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
11.2.1 Contact Us by email at firstname.lastname@example.org or
11.2.2 Contact Us by pre-paid post at Edwards, Smarthome Central.
12. Complaints and Feedback
12.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
13. How We Use Your Personal Information (Data Protection)
14. Other Important Terms
14.1 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 and Conditions will be transferred to the third party who will remain bound by them.
14.2 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.
14.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
14.4 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.
14.5 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.
15. Governing Law and Jurisdiction
15.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
15.2 As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 15.1 above takes away or reduces your rights as a consumer to rely on those provisions.
15.3 Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.