TERMS AND CONDITIONS OF SALE
Version V1.1 (06-03-2019)
In these terms:
"Goods" means the window films, custom cut films, products manufactured or supplied by Window Film Factory and the subject of the order made by You.
"You", "Your" and the Purchaser, means the person ordering Goods from Window Film Factory.
"Window Film Factory" or "We", "Us", "Our" or "the Seller" means Window Film Factory.
"Order" means an order written or verbal from you duly excepted by us Our "enquiry line" means the telephone number 0800 080 7974 or 01752 837 278
"the Contract" means the contract for sale and purchase of the Goods made between the Seller and the Purchaser to which these Conditions apply.
"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and the Seller.
"Writing" means email or any comparable means of electronic communication or physical correspondence.
1. OUR CONTRACT
A legally binding contract with You will only arise once Window Film Factory has received payment for the Goods in full from You.
2. PRODUCT DESCRIPTIONS, SPECIFICATIONS AND SURVEY
2.1 The order shall be detailed on: (i) if goods are ordered directly from our website, an order confirmation email summarising the product(s) ordered (ii) if an order was placed manually over the telephone or via written correspondence, a written invoice or written pro-forma invoice including a detailed specification of the product(s) to be ordered or manufactured.
2.2 All technical specifications, information and particulars in relation to the Goods and made available by Us are believed to be true at time of publication but do not constitute a warranty or guarantee.
2.3 The product photographs and illustrations contained within Our website are provided for illustrative purposes only and We cannot warrant that they are 100% accurate. If You are in any doubt as to the precise nature of the product You wish to order, You are advised to request a sample.
2.4 Whilst every attempt will be made by Window Film Factory to ensure that the Goods sold and delivered match in every respect any sample or description shown or given or sent to You, any minor or immaterial variation or change in colour or pattern between the sample or description and the Goods delivered shall not entitle You to reject the Goods nor to claim any compensation for such variation or change.
2.5 Where particular window film products have known compatibility issues with particular glazing types, We will detail these issues and any associated risks on the appropriate product page on Our website. You are advised to contact us for further advice.
2.6 It is the responsibility of the Purchaser to ensure that the Goods are suitable for any particular application.
2.7 Some orders may require a detailed survey to undertake measurements and specifications for the products. Should this be required one of our team will arrange a suitable time for this to take place.
2.8 Should the results of the survey identify amendments to the order which would change the price then we will notify you of such price change whereupon you have the right to proceed with or cancel the order at your discretion. Should you choose to cancel the order we shall promptly refund any sums paid by you in respect of the order.
2.9 Where a survey has been pre-arranged, the cost (if any) will be agreed in advance, and either paid in advance or included in the final invoice.
2. PRICE AND PAYMENT
2.1 Window Film Factory is a Sole Trader; therefore, no VAT has been charged.
2.2 Payment of Our invoice constitutes acceptance of Our terms and conditions.
2.3 We will bank cheques and process credit cards when We receive Your order or as soon as reasonably practicable thereafter. Any cheques which do not clear will result in Your order being suspended, pending monies clearing. Should this situation arise, We will advise You in writing. In these circumstances, delivery dates will be compromised and out of Our control and good will. 2.4 Window Film Factory reserves the right, by giving notice to You at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Us which is due to any factor beyond the control of Us (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by You, or any delay caused by any instructions from You or failure by Us to give You adequate information or instructions.
2.5 Any quotation given by us shall not constitute an order and is only valid for a period of 90 business days from its date of issue. We may extend this period at our discretion.
2.6 Except where goods are ordered through our website, a deposit (which depending upon order value may be up to 100% of the agreed price) shall be payable by You upon confirming your acceptance of the order. In the event that cleared funds are not received for the deposit payment (for example, if your debit or credit card declines or your cheque is declined by your bank), we may request full payment by alternative payment method before the installation or delivery of any of the product(s) you have ordered takes place.
2.7 Where the order is purchased on credit terms, we will supply you with the relevant contractual documentation. The credit terms shall be regulated by the Consumer Credit Act 1995 and you will have certain rights to cancel under that Act. Please see the credit agreement documents for further details.
2.9 Unless credit terms have been agreed with Us in writing or payment in full has been made by You on placing the order, payment in full of the purchase price for the product(s) You have ordered, net of any deposit already paid, is due from you on delivery and completion of the installation of the product(s) or, in the event of your cancellation of the order or ending of the contract under clause 4.3 below prior to completion of the installation of the product(s) or your refusal to accept delivery of the product(s), upon such cancellation, ending or refusal as the case may be.
2.10 In most cases we ask for payment in advance of the installation, and payment will be automatically deducted from your preauthorised card. Should payment not be received, the installation will be postponed until the point at which the remaining balance has been settled.
2.12 Where you do not make any payment to us under the contract by its due date, we may, in addition to any other rights which we have under the contract and in law, withhold further deliveries or supplies or suspend performance of the contract until arrangements as to payment or credit have been established on terms which are satisfactory to Us.
2.13 In the event that your final balance payment is not received by Us (for example, if your debit or credit card declines or your cheque is declined by your bank) or if you otherwise fail to make your final balance payment to us upon completion of the installation of the product(s) ordered, We may instruct internal or external debt collectors to collect the monies due from you under the contract. Where we instruct any debt collector, We reserve the right to charge you, in addition to the overdue amount and accrued interest and any other remedies or rights that we may have, for any charges reasonably incurred by Us in instructing a debt collector. Orders that remain unpaid after the due date shall be subject to an interest charge of 4% per annum above the Bank of England base rate from time to time. Interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us this interest together with the overdue amount.
2.14 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
3.1 Delivery of the Goods shall be made by Us to the place specified in Your order or to a location accepted by Us.
3.2 Any delivery, supply or installation date or time confirmed by us is an estimate only, and we will not be liable to you for any loss sustained by you if we fail to meet that time scale because of circumstances beyond our reasonable control (including, for the avoidance of doubt and without limitation, any loss of income or revenue, loss of business, loss of anticipated savings, loss of data or any waste of time related to a cancelled installation appointment).
3.3 You will undertake to inspect the Goods on delivery and shall no later than the close of business on the next business day, and in writing within 5 business days, notify Us of any alleged defect or shortage in quantity, damage or failure to comply with the description or order and shall include details of the product type’ the quantity, the defect, and location of the Goods, whether or not installed. If You fail to comply with any of these provisions, then the Goods shall as between shall as between you and us be conclusively presumed to be in accordance with the terms of the order and free from any defect or damage which would be apparent on a reasonable examination of the Goods. In the event that you have installed any such Goods and any defect could, in Our opinion, have been apparent upon inspection prior to installation then the You shall have no claim whatsoever.
4. RIGHT FOR YOU TO CANCEL YOUR CONTRACT
4.1 All products are bespoke and made-to-measure to your requirements. As such, they fall into the category of tailor-made products under the Consumer Contracts Regulations 2013 and (subject to clauses 4.2 below) you will not therefore be able to cancel your order for any product(s) once placed, provided that this will not affect your legal rights as a consumer in relation to bespoke and made-to-measure products that are faulty or not as described.
4.2 Notwithstanding clause 4.1 above, we will accept the cancellation of your order once placed as long as your notice of cancellation is received within 24 hours starting with the date your order is placed or prior to the start of any manufacturing process. Our preferred method of cancellation is by email to firstname.lastname@example.org or by telephone on 0800 080 7974 or 01752 837 278 to ensure traceability. Your notice of cancellation will be deemed to have been served on and will take effect from the day it is given to us, and any related credit agreement will automatically be cancelled with effect from that date.
4.3 If you are: (i) cancelling your order under clause 4.2 above; or (ii) ending the contract for the reason that you have a legal right to end the contract because of something that we have done wrong, the contract will end immediately and we will refund you in full for any product(s) you have paid for that have not been provided or have not been provided properly.
5. CANCELLATION BY US
5.1 We reserve the right to cancel Your order if We have insufficient stock to deliver the Goods. If We do cancel Your order, We will notify You and will refund your payment as soon as possible but in any event within 30 days of Your order. We will not be obliged to offer any additional compensation for disappointment suffered.
6 STOCK SHORTAGES
6.1 If the Goods You order are unavailable, We will notify You as soon as possible and suggest a suitable replacement.
7.1 We warrant that the Goods supplied shall be in accordance with the description expressly listed on the invoice.
7.2 We warrant that the Goods are sold with good title.
7.3 We have the right to make good by repair or replacement, or reimbursement in whole or in part, any Goods proved to Our satisfaction to be faulty.
7.4 All other warranties, conditions or terms relating to fitness of purpose, quality or condition of the Goods whether express or implied by the statute of common law or otherwise are excluded to the fullest extent permitted by law.
7.5 Any alleged visual defect may be assessed by Us in accordance with the UK Industry Standard.
7.6 Without prejudice to the generality of the foregoing, unless otherwise specifically agreed in writing by an authorised representative of Us no warranty whatsoever will be given as to the peel strength of the Goods.
7.7 In the event that You fail to follow absolutely all the instructions relating to the Goods, supplied by the manufacturer or Us, then You shall have no claim whatsoever.
8.1 Subject to condition 3.3, in respect of all Goods manufactured and supplied to Us by third parties We will we will pass on to You (in so far as possible) the benefits of any warranty given to us by any such third parties and will (on request) supply to You details of the terms and conditions of such a warranty and You shall be solely responsible to the entire exclusion of Us for complying with all of these.
8.2 Our liability under this condition shall be to the exclusion of all other liability whether contractual, tortuous or otherwise for defects in the Goods if for any loss or damage to or caused by the Goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) We grant no warranties regarding the fitness for purpose, performance, use, nature or quality of the Goods, whether expressed or implied, by statute, at common law or otherwise howsoever.
9 ECONOMIC LOSS
9.1 In no circumstances shall We be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof.
9.2 for any loss of profit, business, contracts, revenues, or anticipated savings, or
9.3 for any special indirect or consequential damage of any nature whatsoever.
12 LIMITATION OF LIABILITY
12.1 Our liability to You in respect of the Order, in contract, tort (including negligence of breach of statutory duty) or howsoever otherwise arising, shall be limited to damages which shall not exceed the price of the Goods.
13.1 No statement, description, or recommendation contained in any brochure, price list, advertisement, communication, the pages of Our website or by any employee or agent of Window Film Factory shall be interpreted so as to enlarge, vary or override in any way, any of these terms and conditions.
14 EVENTS BEYOND OUR CONTROL
14.1 We shall have no liability to You for any failure to deliver Goods You have ordered or for any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond Our reasonable control including without limitation, third party default, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
15 INSOLVENCY OF PURCHASER
This clause applies if:
i) You make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
ii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
iii) You cease to or threatens to cease, to carry on business; or
iv) We reasonably apprehend any of the events mentioned above is about to occur in relation to You and notifies You accordingly.
(b) If this clause applies, then, without prejudice to any other right or remedy available to the Us, We shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to You, and it the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16.1 If any part of these terms and conditions is unenforceable (including any provision in which We exclude Our liability to You) the enforceability of any other part of these conditions will not be affected.
17 PRIVACY & DATA PROTECTION
17.1 Your data will be used by Window Film Factory only for research, analysis and administrative purposes.
17.2 You may ask us for details of the personal data that we hold on you and can require us to correct it if appropriate.
17.3 We may pass your personal information to credit reference agencies in accordance with clause 2.8 above.
17.4 We may pass your details onto an independent third party if required for dispute resolution.
18 THIRD PARTY RIGHTS
18.1 Except for Our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
19 GOVERNING LAW
19.1 This contract is subject to English law and the exclusive jurisdiction of the English courts.
INSTALLATION OF YOUR FILM
Our fitting instructions will be included with Your delivery. We recommend that You read these fully before starting to fit Your Goods. If You have any questions about fitting please contact Us. Window Film Factory will not be held responsible for any problems encountered in installing Your Goods. These include, but are not limited to, the presence of bubbles, scratches, zig-zag patterns, cracked or broken windows, personal injury. Please follow the instructions carefully to avoid most common installation problems. The sets of instructions that We provide have been compiled through trial and error and experience. They should only serve as a guide and cannot be blamed for bad installation or problems arising from installation.
The sole purpose of a free proof is to give the potential customer a brief idea of what their window film will look like. All proofs are low resolution, with the word 'proof' written across them in semi transparent text.
Once you receive your PDF proof, you are responsible for verifying the accuracy of all art file elements including, but not limited to, text and image proportion and placement, as contained within the proof. Production of your window film will proceed only after a proof has been approved by you, either verbally or by email. If you decide not to proceed with your order, no charge will apply.
Window Film Factory reserves the right, not to offer a free PDF proof. Reasons for refusal include, but are not limited to, the proposed idea not being suitable for frosted window film treatment, due to window film size restrictions, design complexity and/or manufacturing equipment limitations.