Terms and Conditions – Supply of Goods and Services | Tekden Projects Ltd

Terms and Conditions

of Supply of Goods and Services

Contents

  1. 1. Interpretation
  2. 2. Contact and Communication Details
  3. 3. Basis of contract
  4. 4. Description and Specification of Goods and Services
  5. 5. Planning Permission and Statutory Approvals
  6. 6. Unforeseen Site Conditions
  7. 7. Price and Payment
  8. 8. Delivery of Goods
  9. 9. Quality of Goods
  10. 10. Consumer – Cancellation and Cooling Off Period
  11. 11. Title and risk
  12. 12. Supply of Services
  13. 13. Your obligations
  14. 14. Intellectual property rights
  15. 15. Data protection
  16. 16. Confidentiality
  17. 17. Limitation of liability
  18. 18. Force majeure
  19. 19. Assignment and other dealings
  20. 20. Notices
  21. 21. Severance
  22. 22. Waiver
  23. 23. No partnership or agency
  24. 24. Entire agreement
  25. 25. Third party rights
  26. 26. Variation
  27. 27. Complaints
  28. 28. Governing law
  29. 29. Jurisdiction
  30. Attachment 1 – Model Cancellation Form

Background.
These terms and conditions are standard terms for the sale of goods and services by Tekden Projects Ltd, a limited company registered in England and Wales under number 15564748, whose registered address is Turgis Green, Reading Road, Hook, Berkshire, United Kingdom, RG27 0AG. Our VAT number is 473758450.

These Terms and Conditions also apply where applicable to a customer who is a Consumer within the meaning of the Consumer Rights Act 2015.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

  • Business: means any business, trade, craft or profession carried on by Your or any other person/organisation.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Commencement Date: has the meaning given in clause 4.10.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 26.
  • Consumer: means a “Consumer” as defined by the Consumer Rights Act 2015, and in relation to these Conditions means a customer who purchases Goods and/or Services for their personal use or for purposes wholly or mainly outside the purposes of any Business.
  • Contract: the contract between Us and You for the supply of Goods and/or Services in accordance with these Conditions.
  • Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
  • Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
  • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
  • Delivery Location: has the meaning given in clause 8.4.
  • Deposit: sum determined by Us to be paid prior to any manufacture by Us or a third party instructed by Us in relation to any Goods Specification.
  • Force Majeure Event: has the meaning given to it in clause 18.
  • Goods: the goods (or any part of them) set out in the Order.
  • Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing You and Us.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Order: Your order for the supply of Goods and/or Services, as set out in the purchase order, or Your acceptance of Our quotation, as the case may be.
  • Sales Literature: any brochures, catalogues, leaflets, price lists and other documents providing details of Goods and Services available and pricing information.
  • Services: the services We will provide which involve the installation of the Goods You have purchased.
  • Service Specification: the description or specification for the Services provided in writing by Us to You.
  • Supplier Materials: has the meaning given in clause 13.1(j).
  • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  • We/Us/Our: means Tekden Projects Ltd.
  • You/Your: means the customer, details of which will be set out in each Order.

1.2 Interpretation:

  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  5. A reference to writing or written includes fax and email.

2. Contact and Communication Details

  1. You may contact Us by telephone at +44 (0) 333 188 5877, or via email at [email protected].
  2. In certain circumstances You must contact Us in writing as stated in various clauses throughout these Conditions). When contacting Us in writing You may use the following methods:
    1. Email at [email protected]
    2. By pre-paid post at Suite 2, 1 Kings Road, Crowthorne RG45 7BF

3. Basis of contract

3.1 The Conditions govern the sale of Goods and Services by Us and will form the basis of the Contract between Us and You. Before making Your Order, please ensure that You have read these Conditions carefully. If You are unsure about any part of these Conditions, please ask Us for clarification.

3.2 Nothing provided by Us including, but not limited to Sales Literature, 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 at the earlier of: (a) Our acceptance of Your Order in writing; and (b) Your acceptance of these Conditions in accordance with clause 3.4.

3.4 You are deemed to have accepted these Conditions by the earliest of: (a) sending written confirmation accepting Our quote or these Conditions; (b) making any payment to Us, including any deposit; or (c) placing an Order with us, (Commencement Date).

3.5 We will 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:

  1. The main characteristics of the Goods and Services;
  2. Our identity (set out clause 1) and contact details (set out in clause 2);
  3. The total price for the Goods and Services including taxes or, if the nature of the Goods or Services is such that the price cannot be calculated in advance, the manner in which it will be calculated;
  4. Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
  5. Where applicable, the arrangements for payment, delivery and the time by which We undertake to deliver the Goods and perform the Services;
  6. Our complaints handling policy;
  7. Information about Your right to cancel during the “cooling off” period if applicable (set out in clause 10);
  8. We will ensure that You are aware of Our legal duty to supply goods that are in conformity with the Contract;
  9. Where applicable, details of after-sales services and commercial guarantees;
  10. Where applicable, the functionality, including appropriate technical protection measures, of digital content; and
  11. Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.

4. Description and Specification of Goods and Services

4.1 We make every effort to display as accurately as possible the colours, images, specifications, and details of the Goods available, on our website or in our Sales Literature. However, we cannot guarantee that the detail of the Goods will be accurate, or that the Goods will exactly reflect the specifications on the website or in our Sales Literature.

4.2 If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature, price lists or any other documents We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible. If, as a result of any such error or omission, you have received the wrong Goods, you may return those Goods to Us for non-compliance with the description as provided in Clause 8. If, as a result of any such error or omission, you have paid too much, We will refund the excess paid for the Goods.

4.3 The Goods are described in the Goods Specification.

4.4 We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements. Where such changes are minor and do not materially affect the appearance, function, or price of the Goods, we may implement them without prior notice.

4.5 Where such changes are material, we will: (a) notify You as soon as reasonably practicable; (b) explain the nature and reason for the change; (c) offer You the option to proceed with the modified Goods or cancel Your Order with a full refund.

4.6 If you Order bespoke Goods from Us, We will produce those Goods to your specifications and requirements.

4.7 When placing an Order for bespoke Goods, please ensure that all information that you provide to Us is correct, accurate and complete. We cannot accept the return of any bespoke Goods if the return is due to incorrect information provided by you. Please note that this does not affect your statutory rights (including but not limited to those described in these terms and conditions).

4.8 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by You, You represent and warrant that any such Specification provided by you will not infringe the intellectual property rights of third parties.

4.9 The Order constitutes an offer by You to purchase Goods or Services or Goods and Services in accordance with these Conditions.

4.10 The Order shall only be deemed to be accepted when We issue written acceptance of the Order.

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

4.12 Any quotation given by the Us is only valid for a period of 20 Business Days from its date of issue.

4.13 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

4.14 You may change your Order at any time before We despatch the Goods by contacting Us. This does not apply to bespoke Goods. We will only accept changes to Orders for bespoke Goods if We are reasonably able to accommodate your request without additional work, or where You agree to pay for such additional work and services that may become necessary. In such circumstances an additional quote will need to be agreed before the Order can be changed.

4.15 If You change Your Order We will inform You in writing of any change to the Price.

4.16 You may cancel your Order at any time before We despatch the Goods by contacting Us. If you have already paid for the Goods under clause 5, the payment will be refunded to you within 28 days. This does not apply to bespoke Goods (unless you are cancelling due to an event outside of Our control). We will only accept an Order cancellation for bespoke Goods if We have not yet begun making or altering the Goods. If you request that your Order be cancelled, you must confirm this cancellation in writing.

4.17 We may cancel your Order at any time before We despatch the Goods in the following circumstances: (a) The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or (b) An event outside of Our control continues for more than 4 months (please see Clause 18 for events outside of Our control).

4.18 If We cancel your Order under Clause 4.17 and you have already paid for the Goods under Clause 5, the payment will be refunded to you within 28 days. If We cancel your Order, the cancellation will be confirmed by Us in writing.

5. Planning Permission and Statutory Approvals

5.1 You are solely responsible for obtaining all necessary planning permissions, permitted development rights, building regulations approval, and any other statutory consents required for the Services, installation, or use of the Goods at the Delivery Location.

5.2 Despite anything to the contrary, to the maximum extent permitted by law, we accept no liability for any costs, delays, fines, enforcement action, or requirements to remove or modify the Goods arising from Your failure to obtain proper planning permissions or statutory consents.

6. Unforeseen Site Conditions

6.1 This clause applies to the extent that you have requested our Services. If we encounter any condition at the Delivery Location that could not reasonably have been foreseen at the time of Your Order, including but not limited to:

  1. inadequate or incorrectly prepared bases (where You have elected to provide Your own base);
  2. access restrictions or limitations not previously disclosed;
  3. ground conditions requiring special equipment or procedures;
  4. hidden services, utilities, or infrastructure;
  5. third party interference or objections that prevent Our access; and
  6. structural issues not apparent from Our initial assessment,

(defined as Unforeseen Site Conditions) We will notify You as soon as reasonably practicable. Any additional work, materials, costs, or delays resulting from Unforeseen Site Conditions will constitute a variation requiring Your written agreement before We proceed. You shall be responsible for all additional costs arising from Unforeseen Site Conditions, including but not limited to additional site visits, specialist equipment, extended installation time, and storage costs. We shall not be required to proceed with installation until Unforeseen Site Conditions are resolved and any variation is agreed in writing.

7. Price and Payment

7.1 The price of the Goods and Services will be that shown in Our quote in force 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.

7.2 We have made every reasonable effort to ensure that our prices, as shown in Our current Sales Literature are correct. Prices will be checked when We process Your Order. If the actual price of the Goods is lower than that stated in Your Order, We will charge You the lower price. If the actual price of the Goods is higher than that stated in Your Order, We will ask You how You wish to proceed.

7.3 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.

7.4 Our prices include the cost of delivery.

7.5 We may require the payment of a Deposit in respect of any bespoke Goods made in accordance with an agreed Goods Specification. The amount of the Deposit shall be set out in each Order. We shall be under no obligation to commence or arrange for the manufacture of bespoke Goods subject to an agreed Goods Specification prior to the payment of a relevant Deposit.

7.6 A Deposit taken in accordance with clause 7.5 shall not be repayable by Us to You unless either: (a) We cancelled the Order; or (b) the We have received a refund on any sums paid out of the Deposit to a third party in relation to the manufacture of any part of the Goods Specification, in such case the refund shall be in such sums refunded by the third party whether or not such sums are equal to the Deposit paid.

7.7 If you do not make payment to Us by the due date as shown in/on the Order Confirmation We may charge you interest on the overdue sum at the rate of: (a) In the case of a Consumer 4% per annum above the Bank of England base rate from time to time. (b) In the case of a trade or business customer, at 8% above Bank of England base rate or otherwise in accordance with the Late Payment of Commercial Debts Regulations. 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.

7.8 The provisions of Clause 7.7 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 on-going.

8. Delivery of Goods

8.1 When We accept Your Order, We will, where possible, provide an estimated delivery date and (if different) a date for performance of the Services.

8.2 Where bespoke Goods or Goods manufactured according to agreed Goods Specifications, we shall provide an estimated delivery date as soon as we are able to do so.

8.3 Estimated delivery dates may vary according to the availability of Goods, Your location, and circumstances beyond our control. Unless agreed otherwise, the Goods will be delivered without undue delay.

8.4 We 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 We notify You that the Goods are ready.

8.5 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

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

8.7 If We fail to deliver the Goods, Our liability shall be limited to the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event Your failure to provide Us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

8.8 If You fail to accept delivery of the Goods within three Business Days of Our notifying You that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Our failure to comply with Our obligations under the Contract in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 0900 on the third Business Day following the day on which We notified You that the Goods were ready; and (b) We shall store the Goods until delivery takes place and charge You for all related costs and expenses (including insurance).

8.9 If ten Business Days after the day on which We notified You that the Goods were ready for delivery You have not accepted delivery of them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods.

8.10 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.

9. Quality of Goods

9.1 By law, We must provide goods that are of satisfactory quality, fit for purpose expressly set out in these Conditions and as described at the time of purchase, in accordance with any pre-contract information We have provided, and that match any samples or models that you have seen or examined (unless We have made you aware of any differences). If any digital content is included in the Goods, that digital content must also conform. If any Goods you have purchased do not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect Goods, please contact Us as soon as reasonably possible to inform us of the fault, damage or error, and to arrange for a refund, repair or replacement. Please note that if the Goods are incorrect as a result of your provision of incorrect information, rather than them not matching Our description, you will not be able to return those Goods.

9.2 Beginning on the day that you receive the Goods you have a 30 Calendar Day right to reject the Goods and to receive a full refund if they do not conform as stated above. If you do not wish to reject the Goods, or if the 30 Calendar Day period has expired, you may request that the Goods are repaired or replaced. Within the first six months after you have received the Goods, you are entitled to a repair or replacement unless We can prove that the defect was not present at the time you bought the Goods. After the first six months, you must prove to Us that the defect was present at the time of purchase in order to qualify for a repair or replacement. We will bear any associated costs and will carry out the repair or replacement within a reasonable time and without significant inconvenience to you. In some cases, if repair or replacement is impossible or otherwise disproportionate, We may instead offer you the alternative (i.e. a replacement instead of a repair or vice versa) or a full refund.

9.3 If you request a repair or replacement during the first 30 Calendar Day period, that period will be suspended while We carry out the repair or replacement and will resume on the day that you receive the replacement or repaired Goods. If less than 7 Calendar Days remain out of the original period, it will be extended to 7 Calendar Days.

9.4 If, after a repair or replacement, the Goods still do not conform (or if We cannot repair or replace them, as described above, or have failed to act within a reasonable time and/or without causing you significant inconvenience), you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.

9.5 If you exercise this final right to reject the Goods more than six months after you receive them (and ownership of them), we may reduce any refund to reflect the use you have had out of the Goods.

9.6 Within a period of six years after you receive the Goods (and ownership of them), if the Goods do not last a reasonable length of time (depending upon their nature), you may be entitled to a partial refund. Please remember that after six months have passed since you received the Goods, the burden of proof will be on you to prove that the defect or non-conformity existed at the time of delivery.

9.7 Please note that you will not be eligible to claim under this clause 9 if We informed you of any faults, damage or other problems with the Goods before your purchase of the them; if you have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from your use of the Goods for that purpose; or if the problem is the result of normal wear and tear, misuse or intentional or careless damage.

9.8 To return Goods to Us for any reason under this clause 9, you may do so in person during Our business hours. You may alternatively request that We collect the Goods from you. Please ensure that the Goods are ready for collection at the agreed time and location. We are solely responsible for collecting the Goods in this case, however We may appoint a third party carrier to collect them in which case We will provide you with all relevant details. Where Goods are returned which are found not to be faulty we may charge you for the cost incurred by Us in collecting the Goods.

9.9 Refunds (whether full or partial, including reductions in price) under this Clause 9 will be issued within 28 Calendar Days of the day on which We agree that you are entitled to the refund.

9.10 Any and all refunds issued under this Clause 9 will include all delivery costs paid by you when the Goods were originally purchased.

9.11 For full details of your rights and remedies as a Consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

10. Consumer – Cancellation and Cooling Off Period

10.1 Where You are a Consumer and the Contract is not made “on Our premises”, You have a statutory right to a “cooling off” period. This period begins once the Contract has been made and ends: (a) in relation to the Goods, 14 calendar days after the Goods have been delivered. If the Goods are delivered in instalments, the 14 calendar day period begins on the day that You receive the final instalment; (b) in relation to the Services, at the end of 14 calendar days after the date on which the Contract was made. This right will not apply to bespoke Goods or Personalised Goods clearly made to your specifications, or Inseparably Mixed Goods.

10.2 If You wish to cancel the Contract within the cooling off period You should inform Us immediately by a clear statement (e.g. a letter sent by post, fax or email to the postal address, fax number or email address specified in these Conditions). You may use the Model Cancellation Form at Attachment 1.

10.3 To meet the cancellation deadline, it is sufficient for You to send Your communication concerning the exercise of the right to cancel before the cancellation period has expired.

10.4 If You exercise the right to cancel in relation to the Services: (a) You will receive a full refund of any amount paid to Us in respect of the Services; (b) We will process the refund due to You as a result of a cancellation without undue delay and, in any case, within the period of 14 days after the day on which We are informed of the cancellation.

10.5 If You exercise the right to cancel in relation to the Goods: (a) We will issue a refund no later than 14 calendar days after We receive the returned Goods and the refund will include standard delivery charges; (b) You must return the Goods to Us within 14 calendar days of the day on which You inform Us that You wish to return the Goods. You must pay return shipment costs if Goods are returned under this clause 10; (c) We will not refund additional costs such as express delivery and gift-wrapping; (d) We may make a deduction from the refund for loss in value of any goods supplied, if the loss is the result of unnecessary handling by You.

10.6 We will refund money using the same method used to make the payment, unless You have expressly agreed otherwise. In any case, You will not incur any fees as a result of the refund.

10.7 If You wish Us to begin providing the Services on a date that falls within the cooling off period You must make an express request for provision of the Services to begin within the 14 day cooling off period. This request forms a normal part of the ordering process. By making such a request You acknowledge and agree to the following: (a) If We fully perform the Services within the 14 day cooling off period, You will lose the right to cancel after the Services are complete (although You may still have the right to return the Goods); (b) If You cancel the Services after provision has begun but before it is complete You will still be required to pay for the Services supplied up until the point at which You inform Us of Your wish to cancel; (c) The amount due will be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services will be refunded subject to deductions calculated on this basis; (d) We will process any refund within no later than 14 calendar days after You inform Us of Your wish to cancel.

11. Title and risk

11.1 Risk of damage to or loss of the Goods shall pass to You at: (a) in the case of Goods to be delivered at Our premises, the time when We notify You that the Goods are available for collection; (b) in the case of Goods to be delivered otherwise than at Our premises, the time of delivery or, if You wrongfully fail to take delivery of the Goods, the time when We tendered delivery of the Goods; or (c) in the case of Goods being installed by Us, the time that We notify You that the installation is complete.

11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title to the Goods shall not pass to You until the We have received the price of the Goods.

11.3 Clause 11.2 notwithstanding, legal and beneficial title of the Goods shall not pass to You until We have received the price of the Goods and any other goods supplied by Us and You have repaid all moneys owed to Us, regardless of how such indebtedness arose.

11.4 Until payment has been made to Us in accordance with these Conditions and title in the Goods has passed to You, You shall be in possession of the Goods as bailee for Us and You shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by Us and shall insure the Goods against all reasonable risks.

11.5 In the event that You sell or transfers the Goods to a third party before legal and beneficial title has passed to You under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to Us) shall be held by You on behalf of Us. You shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on Our behalf are identified as such.

11.6 If the Goods are manufactured into another form or are used in the process of manufacturing other goods, We shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution made to the resulting goods by the Goods.

11.7 We may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.

11.8 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property, but if the You do so all money owing by You to Us shall (without prejudice to any other right or remedy of Ours) forthwith become due and payable.

11.9 We reserve the right to repossess any Goods in which We retain title without notice. You irrevocably authorises Us to enter the Your premises during normal business hours for the purpose of repossessing the Goods in which We retain title and inspecting the Goods to ensure compliance with the storage and identification requirements of clause 11.4.

11.10 Your right to possession of the Goods in which We maintain legal and beneficial title shall terminate if: (a) the You commit or permits any material breach of his obligations under these Conditions; (b) You enter into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors; (c) You are or become the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; (d) You convene any meeting of creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of You, notice of intention to appoint an administrator is given by the You or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of You or for the granting of an administration order in respect of You, or any proceedings are commenced relating to the insolvency or possible insolvency of You.

12. Supply of Services

12.1 We shall supply the Services to You in accordance with the Service Specification.

12.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. We cannot, however, be held responsible for any delays if an event outside of Our reasonable control occurs.

12.3 We reserve the right to amend the Service Specification 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 Services, and We shall notify You in any such event.

12.4 We warrant to You that the Services will be provided using reasonable care and skill.

13. Your obligations

13.1 You shall:

  1. ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
  2. co-operate with Us in all matters relating to the Services;
  3. provide Us, Our employees, agents, consultants and subcontractors, with access to Your premises, office accommodation and other facilities as reasonably required by Us to provide the Services, free from harm, or risk to health and safety;
  4. provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. prepare Your or the delivery premises, as appropriate, for the supply of the Services;
  6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  7. comply with all applicable laws, including health and safety laws;
  8. Where You provide Your own base, ensure it meets Our specifications for size, level, and load-bearing capacity;
  9. If Your base is unsuitable and causes delays or additional costs, You shall pay all associated fees including return visits and storage costs;
  10. keep all materials, equipment, documents and other property of Ours (Supplier Materials) at Your premises in safe custody at Your own risk, maintain the Supplier Materials in good condition until returned to Us, and not dispose of or use the Supplier Materials other than in accordance with Our written instructions or authorisation; and
  11. comply with any additional obligations as set out in the Service Specification and the Goods Specification.

13.2 Your approval of technical drawings (including electronic approval) confirms all specifications are correct. You are responsible for any errors apparent from the drawings.

13.3 If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, We shall have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Our performance of any of Our obligations; (b) We shall not be liable for any costs or losses sustained or incurred You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 13.2; and (c) You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Customer Default.

14. Intellectual property rights

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You) shall be owned by Us.

14.2 You grant to Us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by You to Us for the term of the Contract for the purpose of providing the Services to You.

15. Data protection

15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 15, Applicable Laws means (for so long as and to the extent that they apply to Us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

15.2 All personal data that You give to Us will be treated in accordance with our privacy policy. You can find our privacy policy at https://tekden.co.uk/privacy-cookies-policy/

16. Confidentiality

16.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.

16.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

17. Limitation of liability

17.1 We will maintain suitable and valid insurance including public liability insurance.

17.2 The restrictions on liability in this clause 17 apply to every liability arising under or in connection with the Conditions including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

17.3 Nothing in these Conditions 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 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and (d) defective products under the Consumer Protection Act 1987.

17.4 Subject to the clauses above, but despite anything to the contrary, to the maximum extent permitted by law: (a) except where You are a Consumer, neither Party will be liable for any Consequential Loss. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; (b) where You are a Consumer and You use the Goods or Services for any commercial, business or re-sale purpose We will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity; (c) if either Party fails to comply with these Conditions, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions; (d) a Party's liability for any liability under these Conditions will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of these Terms, by the other Party; (e) without limiting any right You may have as a Consumer to cancel these Conditions, We will not be liable for, and You waive and release Us from and against any liability caused or contributed to by, arising from or connected with any Force Majeure Event; and (f) except where You are a Consumer, Our aggregate liability for any liability arising from or in connection with these Conditions will be limited to Us resupplying the Goods or Services to You or, in Our sole discretion, to Us repaying You the amount of the price paid by You to Us in respect of the supply of the relevant Goods or Services to which the liability relates.

17.5 This clause 17 shall survive termination of the Contract.

18. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 months, the party not affected may terminate this agreement by giving 20 business days' written notice to the affected party.

19. Assignment and other dealings

(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Our prior written consent.

20. Notices

20.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be: (a) 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 (b) sent by fax to its main fax number or sent by email to the address commonly used by that party or specifically stated by that party in writing from time to time.

20.2 Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (b) 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 at the time recorded by the delivery service; and (c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 20.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

20.3 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.

21. 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 or part provision of the Contract is deemed deleted under this clause 21 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

22. Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23. No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

24. Entire agreement

24.1 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.

24.2 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 [or negligent misrepresentation] based on any statement in the Contract.

24.3 Nothing in this clause shall limit or exclude any liability for fraud.

25. Third party rights

25.1 Unless it expressly states otherwise, 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.

25.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

26. Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

27. Complaints

27.1 We always welcome feedback from Our customers and, while 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.

27.2 All complaints are handled in accordance with Our complaints handling policy and procedure, please contact us for a copy of the policy should you wish to make a complaint.

27.3 If You wish to complain about any aspect of Your dealings with Us, please contact Us in one of the following ways: (a) In writing, addressed to Tekden Projects Ltd, Suite 2, 1 Kings Road, Crowthorne, Berkshire RG45 7BF. (b) By email, addressed to [email protected] (c) [Using Our complaints form, following the instructions included with the form;] (d) By contacting Us by telephone on +44 (0) 333 188 5877

28. 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.

29. Jurisdiction

29.1 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.

Attachment 1. Model Cancellation Form

(Complete and return this form only if you wish to withdraw from the contract)

To Tekden Projects Ltd, Turgis Green, Reading Road, Hook, Berkshire, United Kingdom, RG27 0AG, +44 (0) 333 188 5877, [email protected]

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

© Crown copyright 2013.