Terms and conditions of sale

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1. Interpretation. The following definitions apply in these Terms and Conditions:
“Company”  means Lamilux U.K. Limited (company number 07476237).
“consumer Customer” means a Customer who is an individual and who is entering the Contract wholly or mainly for their personal use (and not for use in connection with their trade, business, craft or profession).
“business Customer” means any Customer who is not a consumer Customer. 
“Force Majeure Event” means events, circumstances or causes beyond a party’s reasonable control. 
“Goods” means any product manufactured or sold by the Company.
 “Customer” means any customer of the Company. 
“Order” means the Customer’s order for the supply of the Goods. 
“Services” means any work or services performed by the Company in relation to the Goods including the installation of the Goods. 
“Specification” means any specification detailed in the Order and/or attached.  
2. Application. The Contract is made up of the Order, the Terms and Conditions and Specification. The Contract between the Company and the Customer becomes binding when the Customer returns the signed and dated Order. Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 30 days from its date of issue. 
3. Survey/Inspection. The Contract is conditional upon the Company’s approval of the Order and Specification following inspection. The Company reserves the right to make such modifications to the Order and Specification as it deems necessary. If the Company’s approval is not given for whatever reason or the Customer does not accept the proposed modifications, any deposit will be refunded and the Contract automatically cancelled.
4. Goods. The Company will supply and deliver the Goods to the Customer.  The Goods will be as described in the Order and any Specification. The Company warrants to the Customer that where Services are provided they will be provided using reasonable skill and care. Any drawings, descriptive matter or advertising issued by the Company are intended to demonstrate the working of typical items and the materials to be used and shall not form part of the Contract nor have any contractual force. The Company reserves the right to amend the scope of the Goods and/or Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods and/or Services, and the Company shall notify the Customer in any such event.
5. Delivery and installation.
(a) The delivery date is an estimate only, and time of delivery of the Goods is not of the essence. Upon receipt of notice that the Goods are ready for delivery and/or installation by the Company, the Customer shall give adequate and safe access to the premises. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Customer’s property. If the Customer fails to accept delivery of the Goods on the date agreed for delivery or it is physically impossible to deliver the Goods to the Customer’s property, then:
(i) delivery of the Goods shall be deemed to have been completed at 9.00am on the third business day following the day on which the Company notified the Customer that the Goods were ready; and
(ii) the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance ), and for both the failed delivery and any re-scheduled delivery; and 
(iii) if 10 business days has passed from when the Company notified the Customer that the Goods were ready, the Company may resell or otherwise dispose of part or all of the Goods. 
(b) The Total Contract Price assumes that the Goods shall be delivered in a simple curtain sided vehicle.  If specialist equipment is required to enable delivery, including but not limited to a crane or hiab, then the Company shall advise the Customer of any required additions to the Total Contract Price to cover delivery by such specialist equipment. 
(c) Where a sub-contractor is appointed by the Company to install the Goods, and the sub-contractor is unable to install the Goods because he is prevented from doing so by the Customer, or because the Customer’s property is not ready for the installation, the Customer shall reimburse the Company all aborted sums due to and claimed by the sub-contractor within 14 days of a written request by the Company.     
6. Title and Risk. The risk in the Goods shall pass to the Customer on completion of delivery but title to the Goods shall not pass to the Customer until the Company receives payment in full for the Goods, in which case title to the Goods shall pass at the time of payment of all such sums.  Until title to the Goods has passed to the Customer, the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property, maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery.
7. Payment.
(a) The Total Contract Price for the Goods and Services is set out in the Order. All amounts payable under the Contract are exclusive of value added tax or other sales tax chargeable from time to time.  The Company shall be entitled to invoice the Customer at the intervals or times set out in the Order.
(b) Where the Customer is the main contractor under a building contract, the Company reserves the right not to include main contractor discount in the Total Contract Price. 
(c)The Company reserves the right to increase the Total Contract Price to reflect the following matters:
(i) any variation agreed between the Customer and the Company;
(ii) the cost of additional Goods not included within the original scope of Goods as set out in the Order and/or Specification;
(iii) any failure by the Customer to comply with its obligations under these Terms and Conditions; 
(iv) any increase in the price of the Goods as a result of factors beyond the control of the Company, such as increases of costs of labour, materials or manufacturing, foreign exchange fluctuations and increases in taxes and duties. 
(v) where specialist equipment is required to deliver the Goods, as set out in clause 5(b).
(d) Where the Contract is not a “construction contract” for the purposes of the Housing Grants, Construction and Regeneration Act 1996 (as amended or replaced from time-to-time)(“the Act”)  the Customer shall pay each invoice submitted by the Company at the time specified in the Order, and in any event within 30 days of the date of the invoice. Time for payment shall be of the essence of the Contract. 
(e) Where the Contract is a “construction contract” for the purposes of that Act, the following terms apply:
(i)Up to completion of the Contract, the Company shall be entitled to interim payments. Unless otherwise agreed between the parties, the due dates for such interim payments shall be the dates for payment specified in the Order (each being a Due Date).
(ii)The Company shall submit an invoice for payment on or before each Due Date identifying the amount due up to the relevant Due Date.
(iii)Within 5 days of each Due Date the Customer shall give a payment notice in writing to the Company, specifying the amount of the interim payment to be made and about the basis on which such amount is calculated (a Payment Notice). If the Customer fails to give a Payment Notice, then subject to clause (v), the amount due to the Company will be the amount stated in the Company’s invoice.  
(iv)The final date for payment shall be 7 days after the Due Date.
(v) If the Customer intends to pay less than the sum stated in the Payment Notice or invoice, as the case may be, he shall not later than 5 days before the final date for payment give the Company notice of that intention (a Pay Less Notice). Where a Pay Less Notice is given, the payment to be made on or before the final date for payment shall not be less than the amount stated as due in the Pay Less Notice.
(f) All amounts due under the Contract shall be paid in full in cleared funds without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
(g) Where the Customer is a main contractor under a building contract, and the Company agrees that it may withhold a retention from the Total Contract Sum commensurate with any retention withheld by the employer under the main building contract, the Customer shall pay the retention to the Company in the stages set out in the Order, or, if not included in the Order, immediately on release of the retention under the building contract.  
(h) In the event of a default in payment by the Customer, the Company is entitled to charge interest on the outstanding amount at a rate of 8% above the Bank of England’s base rate current at the time the payment is due.   
8. Customer responsibility. The Customer is responsible for:
a) Obtaining any necessary licences, permissions and consents prior to the date of installation, including any planning permissions or consents from neighbouring landowners.
b) Where necessary, the removal or re-siting prior to installation of any pipes and cables and also to make any necessary arrangements with any regulatory authorities.
c) Preparing the property for the supply of the Goods. In particular, the Customer is responsible for ensuring that the Property is safe for the Company’s employees and contractors to deliver the Goods, and for providing access to the Company to water and electricity in order for the installation of the Goods to be provided.
d) The cost of any additional work rendered necessary to complete the installation as a result of the failure of the Customer or the Customer’s sub-contractor to comply with the Company’s specifications.
e) Keeping all materials, equipment (including hired equipment), documents and other property of the Company at the Customer's premises (the Company’s Materials) in safe custody at its own risk, maintain the Company’s Materials in good condition until returned to the Company, and not dispose of or use the Company’s Materials other than in accordance with the Company’s written instructions or authorisation. 
f) All re-decoration and making good superficial damage to surrounding areas after installation.
g) The removal of any furniture or breakables from areas that the Company’s workmen will need access to. The Company will not be responsible for any damage to furniture or breakables that are left in such areas. 
h) The removal of any materials from site that the Customer requires to retain. The Customer must clearly state such details on the Order. 
i) Complying with all applicable laws, including health and safety laws.
j) Complying with any additional obligations as set out in the Order or Specification.
9. Guarantee.
(a)The Company warrants that on delivery, and for a period of 24 months from the date of delivery (warranty period), or 12 months where the Goods are electrical components, the Goods shall:
(i) conform in all material respects with their description and any applicable Specification; and
(ii) be free from material defects in design, material and workmanship.
(b)The Company shall, at its option, repair or replace any defective part of its Goods that have been installed during the warranty period. This is provided that:
(i)  written notice of the defect is given to the Company within 7 days of the date upon which discovery of the defect ought reasonably to have been made; 
(ii) the Company is given a reasonable opportunity of examining such Goods; and
(iii) the Customer allows the Company access to the property to remove the Goods. 
(c) The guarantee will be invalidated if:
 (i) removal and/or repositioning and/or adjustment of the Goods is done by any persons other than the Company;
(ii)  the defect arises because the Customer  failed to follow  the Company’s oral or written instructions as to the maintenance of the Goods or (if there are none) good trade practice; 
(iii) the Customer alters or repairs such Goods without the written consent of the Company;
(iv) the defect arises as a result of fair wear and tear, wind or weather damage, wilful damage, negligence, or abnormal working conditions; or
(v) the Goods differ from their description or any Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
(d) Except as provided in this clause 10, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 9(a).
(e) These Terms and Conditions shall apply to any repaired or replacement Goods supplied by the Company. 
10. Limitation of liability
(a) The Company’s total liability to the Customer shall not exceed the Total Contract Price actually paid by the Customer and the Company shall have no liability to the Customer for loss of profits or anticipated profits, business, contracts, damage to or loss of property (including theft or damage of property caused by intruders), any other financial losses, or any indirect or consequential losses. 
(b) In the event of force majeure or other unforeseeable extraordinary circumstances for which we are not at fault – such as material procurement difficulties, interruptions of operations, strike, lock-out, lack of transportation means, official interventions, energy supply difficulties, lack of workforce, etc. (even if experienced by pre-suppliers), the delivery period shall be extended appropriately if we are hindered in fulfilling our obligations on time. If the aforementioned circumstances make it impossible or unreasonable for us to provide the delivery or service, we shall be released from our obligation to deliver. If the delay in delivery lasts longer than two (2) months, the Customer shall be entitled to withdraw from the contract. If the delivery time is extended or if we are released from our obligation to deliver, then no claims for compensation against us may be derived from these circumstances. We may only invoke the aforementioned circumstances if we inform the Customer without undue delay.
(c) The Company gives no warranty concerning the incidence, prevention or elimination of condensation following the installation of its products.  
(d) Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), defective products under the Consumer Protection Act 1987, or any other liability which cannot be limited or excluded by law.
11. Termination
(a) If the Customer is a consumer Customer, they may have the right of cancellation, as set out in clause 14 below. 
(b) Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(i) the other party commits a material breach of its obligations under the Contract  and fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(ii) the other party (if a corporate body) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;  
(iii) the other party (if any individual) is subject to a bankruptcy petition or has a trustee in bankruptcy appointed over them, or enters into an Individual Voluntary Arrangement, or becomes unable to pay their debts when due.
(c) Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the final date for payment.
(d) In the event of termination under clause 11 (b), clause 14 (c)-(g) shall apply as if it were a cancellation by the Customer. Such payment shall be made following an application for payment by the Company. 
(e) Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
(f) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. Law applicable. This Contract shall be construed in accordance with the laws of England and Wales and any disputes arising thereof shall be subject to the jurisdiction of the English Courts. This clause is without prejudice to the Company’s right to apply for adjudication of any dispute which might arise under this contract, under the Act.
13. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
14. Cancellation Rights for consumer Customers. 
(a) A consumer Customer may have a legal right to change its mind within 14 days from midnight on the day on which the Customer signed the Order, under the Consumer Contracts Regulations 2013. The Customer’s right to change its mind does not apply in respect of :
(i) Goods that are made to the Customer’s specifications or are personalised for it;
(ii) any element of the services in relation to the Goods which have been performed in full;
(iii) the Goods becoming mixed inseparably with other items after delivery; and/or
(iv) services in relation to the Goods which have already been performed.
(b)The Customer can cancel the Contract in one of the following ways: 
(i) contacting the Company by email at mail@lamilux.co.uk;
(ii) by post, by writing to the Company at Lamilux U.K. Limited, Suite 1 Beacon House, Kempson Way, Bury St. Edmunds, Suffolk, IP32 7AR; or
(iii) by completing the cancellation form at the end of these Terms and Conditions, and either scanning or posting it to the Company at one of the above addresses.   
(c) The Customer must either return the Goods to the Company or allow the Company to collect them.  The Customer must contact the Company to arrange collection or delivery within 14 days of giving its notice of cancellation.
(d) The Customer must:
(i) pay for the costs of return or, where it is agreed that the Company collects the Goods, the costs of collection. The costs of collection will be the direct cost to the Company of collection; and 
(ii) pay for the cost of any work the Company carries out to remove or uninstall the Goods.  
(e) If the Customer is entitled to a refund, the Company will refund the price paid for the Goods. However, the Company may make the following deductions from the price (or if the Company has already refunded the Customer, the Customer will repay the following amounts):
(i) any reduction in the value of the Goods, caused by handling or using  them that would not be permitted at the Company’s site. This includes damage caused where the Goods have already been installed; 
(ii) an amount for services provided in relation to the Goods for the period ending with the time the Customer notified the Company of the cancellation. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
(f) The refund will be given by the same method used for payment. The refund will be made within 14 days of the Customer’s notification of cancellation, unless the Goods are returned to the Company by the Customer in person, in which case it will be made within 14 days from the day on which the Company receives the Goods or, if earlier, the day the Customer provides the Company with evidence that the Goods have been sent back to the Company.
(g) Following cancellation of the Contract, the Customer has a legal obligation to keep the Goods in its possession and to take reasonable care of the Goods whilst in its possession.
(h) As a consumer, the Customer will always have legal rights in relation to goods or services that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 14.
________________________________________________________________________________
Customer Cancellation Notice
Name of customer:____________________________________________________________
Address of customer:__________________________________________________________
I/We hereby give notice that I/We wish to cancel my/our contract dated:________________
Customer signature:____________________________________ Date:_________________
This notice should be sent to:
Lamilux U.K. Limited, 
Tel: 01284 749051 Suite 1 Beacon House, Kempson Way, Bury St. Edmunds, Suffolk, IP32 7AR
mail@lamiluxskylights.co.uk www.lamiluxskylights.co.uk