Terms and Conditions

In these Terms of Business and any Quotation:- “Terms” means these Terms of Business; “we” or “us” or “STW” means Shade that works and “Client” or “you” means the person, company or entity that purchases the Services; “Quotation” means the quotation signed by both STW and you; “Goods” means, as part of the Services, the goods specified in the Quotation and/or STW invoice; “Services” means the supply and installation of Goods together with any other services as described in the Quotation and/or invoice; and “writing” includes any
communications effected by telex, facsimile transmission, electronic mail or any comparable means. Words and phrases in these Terms shall have the same meanings as in the respective Quotation unless the context requires differently.

1. Any contract made between STW and you, the Client (“Contract” or “Contracts”) shall incorporate the respective Quotation and be subject to these Terms; any other terms which you may seek to incorporate into a Contract are hereby expressly excluded.
2. No instruction placed by you with us (whether in response to a Quotation or not) shall be binding on us unless and until it is accepted by us in writing.
3. STW is not obliged to accept cancellation of a Quotation which has been accepted by you. Unless agreed otherwise, deposits paid are not refundable.
4. All the terms of a Contract shall be those contained expressly in or by reference to the respective Quotation together with these Terms.
5. No statement, description, or recommendation contained in any catalogue, price list, advertisement, communication, the pages of our website or by any employee or agent of STW shall be interpreted so as to enlarge, vary or override in any way any these Terms or any
   Contract.
6. A Contract may only be amended or cancelled with the prior written agreement of both parties. Any representations or warranties whether written or oral made prior to the acceptance by you of our Quotation are expressly excluded.
7. The price for the Services (the “Price”) shall be as set out in the Quotation or invoice but we reserve the right at our option by giving notice to you at any time before delivery and installation, to increase the Price to reflect any increase in the cost to us which is due to any factor beyond our control (such as an increase in price charged to us by the manufacturer of any Goods), any change in delivery dates, quantities or specifications for the Services which are requested by you, or any delay caused by your instructions or your failure to give us adequate information or instructions.
8. The time of payment shall be of the essence in these Terms. Under the Late Payment of Commercial Debts Regulations 2002 we can exercise our statutory right to charge interest, collection costs and an administration charge on all invoices overdue.
9. We remain owners of the Goods until you have paid for all of them in full. We can retrieve and resell them if they are not paid for. This applies to all Goods we supply to you and to any money owing in respect of any transaction with you.
10. STW reserves the right to repossess any Goods in which we retain title without notice. You irrevocably authorise us to enter your
    premises during normal business hours for the purpose of repossessing the Goods in which we retain title.
11. Except in respect of death or personal injury caused by our negligence or where you are acting as a consumer, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express term of these Terms, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by us, our servants or agents or otherwise) which arise out of or in connection with the supply of the Services.
12. STW may assign a Contract or any part of it to any person, firm or company. You shall not be entitled to assign a Contract or any part of it without our prior written consent.
13. With effect from the Installation Date and, in consideration of the Price being paid in accordance with these Terms, we shall use reasonable care and skill to provide the Services expressly identified in the Quotation or as we may otherwise agree with you in writing. We shall use all reasonable endeavours to complete our obligations under a Contract, but time will not be of the essence in the performance of these obligations.
14. Unless otherwise stated, the Price DOES include value added or similar sales taxes (“VAT”) and STW reserves the right to issue VAT invoices at any time.
15. The Installation Date is approximate only and time for installation shall not be of the essence in these Terms unless previously agreed by us in writing. The Goods may be delivered by us in advance of the Installation Date upon giving reasonable notice to you. If, notwithstanding that we have used our reasonable endeavours, STW fails to deliver the Services by such date or dates, such failure shall not constitute a breach of a Contract and you shall not be entitled to treat such Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or to claim compensation for such failure.
16. STW shall retain control over the manner and means in which it shall perform the Services including which staff and resources are allocated and in all respects our relationship with you and that of any of our staff shall be that of an independent contractor and not as an employee or employees.
17. You get the benefit of the manufacturer’s warranty in respect of the Goods. STW does not provide any warranties ourselves in respect of the Goods and we exclude any warranties express or implied by statute, common law or of any other kind. Except where you are acting as a consumer, in which case, STW warrants that all Goods will be free from defects in material and workmanship for a period of 12 months from delivery of the Goods to you.
18. If you are in breach of an individual Contract you will be deemed to have repudiated all Contracts and all sums owing to STW on any account shall become due and payable forthwith without any requirement for any notice to be given.
19. You shall not be entitled to withhold payment of any amount due and payable to STW under any Contract because of any dispute or claim by you in respect of faulty Goods or Services or any other alleged breach of a Contract by us except and to the extent only that you have reasonably and properly queried our invoices nor shall you be entitled to any set-off against any amount payable under any Contract, any monies which are not then due and payable by us or in respect of which we dispute liability.
20. STW aggregate liability to you under any Contract or otherwise arising whether from negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective or undelivered Goods or Services which give rise to such liability, in respect of any occurrence or series of occurrences, as determined by the Price invoiced to you.
21. STW shall not be liable to you or be deemed to be in breach of a Contract by reason of any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control (including, without limitation, imposition of government regulations or orders, war, civil disorder, fire, adverse weather conditions, theft, industrial dispute, delay by suppliers, carriers or other sub-contractors or inability to obtain materials, labour or services from usual sources) howsoever caused or arising.
22. STW confirms that the Goods it supplies do not present a hazard to health and safety when properly used for the purpose for which they are designed and if you follow any manufacturer’s instructions and take reasonable and normal precautions in their use.
23. You hereby undertake to pay to us (on the basis of a full indemnity) all costs, charges and expenses incurred by us in collecting or attempting to collect any of your indebtedness to us.
24. STW reserves the right to amend any or all of these Terms without prior notice. None of these Terms affect your statutory rights but to the extent permissible by law all implied terms, whether by statute or otherwise, are excluded.
25. No Contract shall confer any benefit to any third party within the meaning of the Contracts (Rights of Third Parties) Act 1999.
26. Every contract shall a) become effective as of the day we received the clients or by their duly authorised representative, deposit or written confirmation and b) be governed by and interpreted in accordance with the law of England and Wales and any dispute arising there from shall be the non-exclusive jurisdiction of the English and Welsh courts.
27. Here at STW we take your privacy seriously and will only use your personal information to administer your account and to provide the products and services you have requested from us.