Deuren Ltd

TERMS AND CONDITIONS OF SALE PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PLACING YOUR ORDER AND RETAIN A COPY OF THESE TERMS AND YOUR ORDER FOR FUTURE REFERENCE. The customer's attention is drawn in particular to the provisions of clause 9.

1.0 Interpretations

1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Business Hours: the period from 8:30am to 5.00 pm on any Business Day. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier. Delivery Location: has the meaning given in clause 4.2. Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control. Goods: the goods (or any part of them) set out in the Order. Order: the Customer's order for the Goods, as set out in the Customer's purchase order form. Site: the Location at which the Supplier or its agents may be required to install and fit the Goods. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. Supplier: Deuren Limited (registered in England and Wales with company number 08542379). Warranty Period: has the meaning given in clause 6.1.

1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its personal representatives, successors and permitted assigns. (c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. (d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. (e) A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order and that Order acknowledgement is signed and returned to the Supplier, at which point and on which date the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings or advertising produced by the Supplier and any descriptions or illustrations made by the Supplier are for the sole purpose of giving an approximate idea of the Goods referred to. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue. In the case of a change in Specification, the quotation shall no longer be valid, unless stated otherwise in writing.

2.7 The Supplier manufactures goods based on their manufacturing capabilities and limitations. Any information supplied by the Customer is assumed to be correct and accurate.

3. Goods

3.1 The Goods are described in the Specification and are bespoke.

3.2 The Goods are non-refundable due to their bespoke nature.

3.3 Where the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.5 Samples of timber are from a specific tree and will not be representative of the timber used in production. All trees, even from the same species are unique in grain, shade, colour and texture. Therefore each Good will be unique and not match another exactly.

3.6 Natural wood, painted finishes and metal elements that receive exposure to the sun, wind, rain or other environmental elements may change appearance over time. The amount of exposure to these elements including ultra violet light will dictate the speed of change. The appearance may become lighter or darker depending upon the materials and finishes used.

3.7 Dyed timbers can change colour through exposure to sunlight through windows the speed of change dictated by the amount of exposure to sunlight. Solar protective glass can slow this change but not stop it completely.

3.8 Door supplied primed or unfinished will have imperfections that may need sanding or filling during the decoration process.

4. Delivery and Collection

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. If the Customer shall collect the Goods from the Supplier's premises at Unit H, Wheatley Park, Woodbottom, Mirfield WF14 8HE or such other location as may be advised by the Supplier prior to delivery (Delivery Location). Delivery is completed on the completion of unloading of the Goods at the Delivery Location, the Supplier shall not bear any liability for the moving of the Goods at the Delivery Location and it is assumed that the Customer will have the manpower to move the Goods as required.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Customer fails to collect the Goods within thirty days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 8.30 am on the 30th day after the day on which the Supplier notified the Customer that the Goods were ready; and (b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.6 If the Customer fails to take delivery of the Goods on a predetermined day, the Supplier reserves the right to charge for storage and re-delivery.

4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.8 Upon Delivery, the Customer shall ensure that: (a) The Supplier is notified of any missing or damaged components within 48 hours. (b) The Goods are stored flat and are supported in three places to avoid bowing, the Goods must not be stored in an area above or below normal domestic humidity 30% -60%, if they are stored in an environment with higher or lower humidity levels than this the doors and other components are at risk of warping, bowing, shrinking or swelling. (c) The Goods are not be installed in a property that has a humidity level outside of 30%-60%. (d) The Goods (internal doors) are stored out of direct sunlight.

4.9 A failure to comply with clause 4.8 will result in a loss of the Customer's rights under clause 6.

5. Installation

5.1 Irrespective of whether the Contract provides for the Supplier to install any goods or equipment in any buildings or premises, the Customer is solely responsible for the suitability of the Site and obtaining all necessary consents and approvals under planning and building regulations and bye laws and for the preparation of the Site so that the Site is suitable to receive the goods. The Supplier will if requested provide drawings and specifications showing the site requirements for the goods based on normal requirements in a suitable location but does not thereby warrant that the Site will be suitable or satisfactorily prepared.

5.2 Modifications to the building structure or the Goods are not included in the price of the Contract. Should such modifications be required the Customer will be required to pay for or undertake such modification.

5.3 Should the Site not be suitable for installation when the Suppliers’ installers arrive on site the installation may be aborted and rebooked to the next convenient day and additional installation charges shall apply at the Suppliers’ standard installation rates. The Supplier is entitled to assume that on the installation date the site will be fully accessible so as to facilitate installation.

5.4 The Customer shall provide adequate solid fixings for the Goods and shall ensure that any opening will be square, level and parallel.

5.5 The Customer shall provide a safe working environment, free from any hinderances for the Installation of the Goods, this includes adequate power and lighting.

5.6 The Supplier and its agents are not responsible for any electrical work or any masonry, brickwork or decoration either before or after the installation of the Goods.

5.7 It is for the Customer to provide any necessary parking permits or pay any parking charges so that Installation can take place.

6. Quality

6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery or for a period of 12 months from the end date of the 30 day free storage (Warranty Period), the Goods shall: (a) conform in all material respects with the Specification (up to a variation of 1%); and (b) be free from material defects in design, material (but not defects that may arise from using natural products) and workmanship; and (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (d) be fit for any purpose held out by the Supplier.

6.2 Subject to clause 6.3, if: (a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1; (b) the Supplier is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if: (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; (d) the Customer alters or repairs such Goods without the written consent of the Supplier; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; (g) the Goods are not maintained in accordance with Schedule 1.

6.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) give the Supplier such information as the Supplier may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Customer.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order acknowledgement form.

8.2 The Supplier may, by giving notice to the Customer at any time up to 30 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3 The price of the Goods: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) excludes the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.5 The Customer shall pay each invoice submitted by the Supplier, payment will be made on the following terms: (a) At the date of the Order a deposit of 30% for the Goods is due; (b) An interim balance of 40% is due upon the Goods’ dimensions and specifications being confirmed and entering manufacturing; and (c) A final balance of 30% is due 10 working days before Delivery.

8.6 If the Customer wishes to cancel the Order, they may do so within 60 days of the deposit set out at 8.5(a) being made, at which point 50% of the Deposit will be refunded and the Order will be terminated. If more than 60 days have passed, the Deposit is non-refundable. If the Goods have entered manufacturing, the full balance will remain payable.

8.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.8 Where the Customer is a business under the terms of the Late Payment of Commercial Debts (Interest) Act 1998 (“the Act”), the Supplier’s rights and remedies shall be determined by the Act.

8.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Limitation of liability

9.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; and (d) defective products under the Consumer Protection Act 1987.

9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed £2,000,000.

9.5 Subject to clause 9.3, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

9.6 This clause 9 shall survive termination of the Contract.

9.7 The Supplier assumes no liability for oral representations.

10. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six months, the party not affected may terminate the Contract by giving 14 days written notice to the affected party.

11. General

11.1 Assignment and other dealings. (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Entire agreement. (a) The Contract constitutes the entire agreement between the parties. (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Waiver. (a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. (b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.6 Notices. (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the following addresses (or an address substituted in writing by the party to be served): Supplier: info@deuren.co.uk. (b) Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.7 Third party rights. (a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

12. Data Protection

12.1 The Supplier will take all reasonable precautions to keep the details for your order and payment secure, but unless the Supplier is negligent, the Supplier will not be liable for unauthorised access to information supplied by you.

12.2 The Supplier will only use the information you provide about yourself for the purpose of fulfilling your Order, unless you agree otherwise. The Supplier would like notify you of products and offers that may be of interest to you from time to time, and if you would like to be notified of these, please tick the box below. You can correct any information about you, or ask for information about you to be deleted, by giving written notice to the Supplier at the address or e-mail address set out below.

12.3 If you do not wish to receive details of offers from the Supplier, please email info@deuren.co.uk.

Schedule 1 - Maintenance

1. Regular maintenance will help keep your door in good condition for many years.
2. For external doors, the amount of exposure to sunlight, wind, rain and other environmental elements will dictate the frequency of maintenance. It is the Customer’s responsibility to inspect the door monthly for any deterioration in the lacquered or painted finish of the door. If any deterioration is found the door should be refinished with the correct products. We can advise which products should be used and they should be applied using the manufacturers guidelines. Hardware may need adjusting and lubricating as per manufacturers guidelines.
3. For internal doors, simple cleaning with a damp cloth with water is all that is normally required. A cleaning and polishing kit is available that can be used on all of our timber internal doors. Hardware may need adjusting and lubricating as per manufacturers guidelines.
4. Building and product settlement can mean that your door may move slightly and need adjusting. Our external doors are manufactured using hardware that is adjustable by the user as follows:

4.1 Hinges are used to adjust the door vertically, horizontally and seal compression.

4.2 Lock assemblies can be adjusted to hold the door closer or further away from the seals.

4.3 Bottom drop down seals can be lifted or lowered and adjusted to move horizontally to the left, right or both.

1. Our internal doors are manufactured using hardware that is adjustable by the user with latch assemblies that can be adjusted to hold the door closer or further away from the seal.
2. Garage Doors will need regular maintenance to the mechanism including lubrication and adjustment. The Supplier can provide this service at a cost if required.