Terms and Conditions
1.1 When the following words with capital letters are used in these Terms, this is what they will mean: Event Outside Our Control: is defined in clause 11.2
Order: your order for the Products
Products: the products that we are selling to you as set out in the Order.
Terms: the terms and conditions set out in this document, and:
We/our/us: Ultraframe (UK) Ltd (registered in England and Wales with company number 01765701) whose registered office is at Salthill Road, Clitheroe, Lancashire, BB7 1PE.
1.2 When we use the words "writing" or "written' in these Terms, this will include e-mail unless we say otherwise.
2 Our contract with you
2.1 These are the terms and conditions on which we supply Products to you.
2.2 Please ensure that you read these Terms carefully, and check that the details of the Order and in these Terms are complete and accurate before you submit the Order. If you think that there is a mistake or require any changes, please contact us to discuss.
2.3 When you submit the Order to us this does not mean we have accepted your order for Products. Our acceptance of the Order will take place as described in clause 2.4. If we are unable to supply you with the Products, we will inform you of this and we will not process the Order.
2.4 These Terms will become binding on you and us when we issue you with a written acceptance of an Order (such as our invoice) or if earlier, when we begin making the Products in your Order, at which point a contract will come into existence between you and us.
2.5 If any of these Terms conflict with any term of the Order, these Terms will take priority. These Terms may only be varied in writing by one of our directors.
2.6 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you purchase Products.
3 Changes to Order or Terms
3.1 We may revise these Terms from time to time in the following circumstances:
3.1.1 changes in how we accept payment from you: or
3.1.2 changes in relevant laws and regulatory requirements.
3.2 You may make a change to the Order for Products within one working day of placing that Order by contacting us, provided that we have not yet begun making the Products. Where this means a change in the total price of the Products we will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 12.1 in these circumstances.
4 Made-to-Measure Products
4.1 The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images. Although we have made every effort to be as accurate as possible, because our Products are handmade all dimensions and measurements indicated on our website have a +/- 10mm tolerance
4.2 We make the Products according to the measurements you provide us. You can find information and tips on how to measure on our website, or by contacting us.
4.3 Please make sure your measurements are correct and accurate. Unfortunately, we cannot accept the return of made-to-measure Products if the reason for the return is because you provided us with incorrect measurements. However, this will not affect your legal rights as a consumer in relation to made-to-measure Products that are faulty or not as described. Advice about your legal rights is available at your local Citizen's Advice Bureau or Trading Standards Office.
5 Delivery of goods
5.1 Please note that timescales for delivery and delivery charges will vary depending on the location of the delivery address. Please allow for extra time for deliveries to Devon and Cornwall, the Scottish Highlands and Islands. Our delivery charges can be found on our website.
5.2 Within 48 hours of your Order, we will contact you to agree a delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 11 for our responsibilities when this happens.
5.3 Delivery of an Order shall be completed when we deliver the Products to the address you gave us or you collect them from us.
5.4 If no one is available at your address to take delivery of the Products on the agreed delivery date, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery. We are entitled to charge you for re-delivery when we cannot deliver on the agreed delivery date.
5.4.1 Do not book your builder until your materials are on site as some deliveries do go wrong and we are unable to compensate you for your builder’s time.
5.4.2 For deliveries to Islands around the UK, excluding Ireland, there may be an extra delivery charge requested by the local carrier who delivers in your area.
5.5 If you amend your agreed delivery date within 7 days of the agreed delivery date, we are entitled to charge you a fee for storage of the goods. This is normally £100 per week, but may vary depending on the size of the Product. We will inform you of any variations to the storage charge in writing.
5.6 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock we will deliver the Order in installments. We will not charge you extra delivery costs for this. However, if you ask us to deliver the Order in installments, we may charge you extra delivery costs. Each installment shall constitute a separate contract governed by these Terms. If we are late delivering an installment or one installment is faulty, that will not entitle you to cancel any other installment.
5.7 Deliveries will be made to kerbside or nearest accessible point, as most deliveries will be made using larger vehicles with tail lifts we may not be able to deliver to locations with restricted or narrow access.
5.7.1 If no-one is available to sign for delivery our courier will leave a calling card with details of how to re-arrange delivery.
5.7.2 Failure to re-arrange within the appointed time or refusal of a delivery may result in the consignment being returned to Ultrasky, whereupon additional charges may apply.
5.7.3 Re-delivery charges may be applicable if the courier is unable to complete the delivery due to site conditions.
5.8 The Products will be your responsibility from the completion of delivery.
5.9 You own the Products on the later of the date we receive payment in full or the date of delivery of the Products.
6 If The Products Are Faulty
As a consumer, you have legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office. Nothing in these Terms will affect these legal rights.
6.1 Once you have received your delivery
6.1.1 If there is visible damage to the packaging or product you should refuse delivery and contact the team.
6.1.2 If you sign for the consignment as damaged you must inform both the carrier and Ultrasky in writing within 24 hours of receiving the goods. In the absence of notification of such claims within such periods, the goods shall be deemed to have been delivered in accordance with the order.
6.1.3 If you accept delivery of the product by signing for it in good condition you will not be entitled to reject or return the goods or to make any claim in respect of those goods.
6.2 Please note that when you receive your goods you must check them for damage before you sign for them. Once signed as received in good condition, claims for damaged goods are not covered by our carrier’s insurance company (signing unchecked will not cover you).
6.3 We will attempt to contact you on the day that your delivery is being dispatched to confirm it is packed and is on the carrier.
6.4 Always check your delivery for damage when it is delivered before signing, all goods sent by us are insured against damage until you sign. Signing unchecked does not cover the delivery against damage.
7 Our Guarantee of Products
7.1 We guarantee that on delivery and for a specified period after delivery, the Products shall be free from material defects. The guarantee period depends on the Products concerned; please see our guarantee information on our website at https://www.Ultrasky.co.uk/tools-and-resources/warranty/ for full details. This guarantee does not apply in the circumstances described in clause 7.2
7.2 This guarantee does not apply to any defect in the Products arising from:
7.2.1 fair wear and tear;
7.2.2 faulty installation of the Products by you or a third party;
7.2.3 wilful damage, abnormal storage or working conditions, accident, or negligence by you or by a third party.
7.2.4 if you fail to use the Products in accordance with the user instructions, and;
7.2.5 any alteration or repair by you or by a third party.
7.3 If you make a claim under this guarantee, you may need to purchase a replacement Product while the Product in question is returned to us for examination. If it is found that the returned Product is faulty, you will be refunded the cost of the replacement Product.
7.4 This guarantee is in addition to your legal rights in relation to the Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
8 Price and Payment
8.1 The price of the Products will be set out in our price list at the time the contract between us comes into force under clause 2.4. Our prices may change at any time, but price changes will not affect an existing contract.
8.2 The prices for the Products include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance we will adjust the rate of VAT that you pay, unless you have already paid for the Products in full before the change in the rate of VAT takes effect.
8.3 The prices for the Products exclude delivery costs which will be added to the total amount due.
8.4 You must make payment for Products in advance by credit or debit card.
8.5 If you do not make any payment due to us by the due date for payment we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of National Westminster Bank plc 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.
8.6 However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, clause 8.5 will not apply for the period of the dispute.
9 Our liability to you if you are a consumer
9.1 This clause 9 only applies if you are a consumer.
9.2 If we fail to comply with these Terms we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our negligence. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract.
9.3 If we are installing the Products in your property we will make good any damage to your properly caused by us in the course of installation or performance. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover in the course of installation and/or performance by us.
9.4 We only supply the Products for domestic and private use. You agree not to use the Products for any commercial business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.5 We do not exclude or limit in any way our liability for:
9.5.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.
9.5.2 fraud or fraudulent misrepresentation
9.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possessor;
9.5.4 breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (sale by description, satisfactory quality, fitness for purpose and samples) and:
9.5.5 defective products under the Consumer Protection Act 1987
10 Our liability if you are a business
10.1 This clause 10 only applies if you are a business.
10.2 Nothing in these Terms limits or excludes our liability for:
10.2.1 death or personal injury caused by our negligence.
10.2.2 fraud or fraudulent misrepresentation, 10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession), or
10.2.4 defective products under the Consumer Protection Act 1987
10.3 Subject to clause 10.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract between us for:
10.3.1 any loss of profits, sales business, or revenue;
10.3.2 loss or corruption of data information or software
10.3.3 loss of business opportunity;
10.3.4 loss of anticipated savings
10.3.5 loss of goodwill, or
10.3 .6 any indirect or consequential loss
10.4 Subject to clause 10.2 and clause 10.3, our total liability to you in respect of all other losses arising under or in connection with the contract between us, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed the price of the Products.
10.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
11 Events Outside Our Control
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of any of our obligations under these Terms that is caused by an Event Outside Our Control.
11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation Strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms
11.3.1 we will contact you as soon as reasonably possible to notify you and,
11.3.2 our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you we will arrange a new delivery date with you after the Event Outside Our Control is over.
11.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish us to provide the Products. Please see your cancellation rights under clause 12. We may cancel the contract if the Event Outside Our Control continues for longer than 2 weeks in accordance with our cancellation rights in clause 13.
12 Your rights to cancel and applicable refund
12.1 You have the following rights to cancel an Order for Products, including where you choose to cancel because we are affected by an Event Outside Our Control
12.1.1 You may cancel any Order for Products within one working day of placing an Order by contacting us. We will confirm your cancellation in writing to you. For the purposes of this clause, a working day is a weekday which is not a public holiday in England.
12.1.2 If you cancel an Order under clause 12.1.1 and you have made any payment in advance for Products that have not been delivered to you, we will refund these amounts to you.
12.2 Unfortunately, as the Products are made to your requirements, you will not be able to cancel your Order after the period set out in clause 12.1.1 (as we will have begun manufacture of the Products) but this will not affect your legal rights as a consumer in relation to made-to-measure Products that are faulty or not as described.
12.3 In this instance, if the products are part ready we may charge you a cancellation fee dependant on the stage of your order. This is at the discretion of the management
13 Our rights to cancel and applicable refund
13.1 We may have to cancel an Order before the Products are delivered, due to an Event Outside Our Control or the unavailability of materials We will contact you promptly if this happens.
13.2 If we have to cancel an Order under clause 13.1 and you have made any payment in advance for Products that have not been delivered to you, we will refund these amounts to you.
14 Information about us and how to contact us
14.1 We are a company registered in England and Wales. Our company registration number is 01765701 and our registered office is at Salthill Road, Clitheroe, Lancashire, BB7 1PE. Our registered VAT number is 628 9454 00.
14.2 If you have any questions or if you have any complaints, please contact us. You can contact our customer service team by email at email@example.com.
14.3 If you wish to contact us in writing or if any clause in these Terms requires you to give us notice in writing you can send this to us by email, by hand, or by pre-paid post to Ultraframe (UK) Ltd, Salthill Road, Clitheroe, Lancashire, BB7 1PE. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing we will do so by email, by hand, or by pre-paid post to the address you provide to us in the order
14.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and in the case of an email, that such email was sent to the specified email address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15 How we may use your personal Information
15.1 We will use the personal information you provide to us to:
15.1.1 provide the Products
15.1.2 process your payment for such Products, and
15.1.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
15.2 If you are a business, you agree that we may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
15.3 Subject to clause 15.2, we will not give your personal data to any third party.
16 Other important terms
16.1 We may transfer our rights and obligations under these Terms to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.
16.2 You may only transfer your other rights or your obligations under these Terms to another person if we agree in writing.
16.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.4 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.
16.5 If we fail to insist that you perform any of your obligations under these Terms or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you, and will not mean that you do not have to comply with those obligations. If we do waive a default by you we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.6 if you are a consumer, these Terms are governed by English law. You and we both agree to submit to the non¬-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland and if you are a resident of Scotland you may also bring proceedings in Scotland.
16.7 If you are a business, these Terms are governed by English law. This means that a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We and you both agree to the exclusive jurisdiction of the courts of England and Wales.
16.8 We will not file a copy of the contract between us.