Terms & Conditions

Terms and conditions for the supply of goods and services

  1. BACKGROUND

The Customer has contracted with the Company, under these terms and conditions, for the supply of goods and services from the Company to provide home improvements.

The Customer wishes to purchase and the Company wishes to provide the Services on the terms set out in this agreement.

  1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

  1. DEFINITIONS:

Additional Work: work performed by the Company in addition to the work described in the Proposal.

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 3.2

Company: Tyneside Home Improvements (registered in England and Wales with the company registered number: 07347499) as defined by these terms and conditions.

Company Materials: means any materials or goods that is owned by the Company or in their control.

Company Surveyor: the surveyor or surveyors which the Company will use.

Completion: after the work detailed in the Schedule of Work has been finished.

Conditions: these terms and conditions as amended from time to time in accordance with Clause 24.

Contract: the contract between the Company and the Customer for the supply of Services in accordance with these Conditions which is formed on the signing of the Proposal.

Customer: the firm or person who purchases the Goods and/or Services from the Company as detailed by these terms and conditions.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.

Force Majeure Event: has the meaning given to it in Clause 16.

GDPR: General Data Protection Regulation ((EU) 2016/679).

Goods: the Goods (or any part of them) set out in the Proposal

Guarantee: Subject to the exclusions under Clause 13.

Office hours: between the hours of 09:00 and 17:00 on a Business Day

Proposal: the documents prepared for the Customer by the Company tendering the work to be done, which then forms part of the contract. These are including, but not limited to the window quotation, conservatory quotation and garage quotation and/or the quotation form.

Proposed Modifications: Any modifications to the Schedule of Works must be given in writing and the Company may either cancel the Contract subject to Clause 14 or detail the reasons for the modifications in a written notice.

Schedule of Works/Works: detailed within the Proposal.

Services: the services supplied by the Company to the Customer as set out in the Proposal.

Survey: measurements of the proposed Works to be undertaken by a representative of the Company so that the Company can be satisfied of the appropriateness of the price and the technical viability of the Works. The Survey will be undertaken as soon as practicable.

Survey Form: the obligation of the Customer to provide information subject to Clause 8.9

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

  1. Interpretation:

 

  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

  1. A reference to a party includes its personal representatives, successors and permitted assigns.

 

  1. 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.

 

  1. 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.

 

 

  1. A reference to writing or written means email and letter.

 

  1. Basis of Contract  

 

  1. The Proposal constitutes an offer by the Customer to purchase Goods and Services in accordance with these Conditions.
  2. The Proposal shall only be deemed to be accepted when both parties have signed it, at which point and on which date the Contract will come into existence. (the Commencement Date). In the event that the Proposal is not signed by both parties, if you continue to give us instructions in this matter then it will be deemed to be acceptance of the Proposal and these Conditions.

 

  1. Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

 

 

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

 

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

 

  1. Goods
    1. The Goods are described in the Proposal.

 

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

 

  1. Quality of Goods

 

  1. The Company warrants that on delivery and for a period of 10 years from the date of delivery (warranty period), the Goods shall:
    1. Conform in all material respects with their description; and
    2. Be free from material defects in design, material and workmanship
  2. Subject to clause 5.1, the Company shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full if:
    1. the Customer gives notice in writing during the 10 year period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1: and
    2. the Company is given a reasonable opportunity but not less than 14 days of examining such Goods;
  3. The Company shall not be liable for the Goods' failure to comply with the warranty in Clause 5.1 if;
    1. The Customer makes any further use of such goods after giving notice in accordance with Clause 5.2
    2. the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice
    3. the defect arises as a result of the Company following any drawing or design supplied by the Customer
    4. the Customer alters or repairs such Goods without the consent of the Company;
    5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
    6. the Goods differ from the Proposal as a result of changes made to ensure that they comply with applicable statutory or regulatory standards unless those changes have been made by the Company.
  4.  Except as provided in this Clause 5, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.
  5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company.

 

  1. Title and Risk

 

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

 

  1. Supply of Services

 

  1. The Company shall supply the Services to the Customer in accordance with the Proposal in all material respects.
  2. The Company shall use all reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
  3. The Company reserves the right to amend the Proposal 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 the Company shall notify the Customer in any such event.
  4. The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
  5. The Company support the PWF Code of Good Practice, as promoted by the Plastics Window Federation (PWF) and undertake to work within the guidelines of this and any other PWF Code of practice. A copy of the code can be made available upon request at our Head Office.
  6. Subject to Clause 12.10, the Company do not undertake to provide the installation of blinds or other goods not identified in the Proposal unless instructed by writing in accordance with Clause 24.
  7. The Company are FENSA registered and Company FENSA Registration number is 32094. Any services which the Company provide are done so in accordance with FENSA Scheme Rules or other terms and conditions which FENSA adopt from time to time which can be found at www.fensa.org.uk.
  8. Subject to Clause 8.2, where the Customer supplies Goods or materials, the Company, at its sole discretion, reserves the right to refuse to carry out the Services where the materials provided are in its opinion subcontracted.   

 

  1. Customer Obligations
    1. The Customer shall:
      1. ensure that the terms of the Proposal and any information it provides are complete and accurate;
      2. co-operate with the Company in all matters relating to the Services;
      3. provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises and other facilities as reasonably required by the Company to provide the Services including in some cases, but not limited to, the need to site skips, ladders or vehicles;
      4. provide the Company with such information as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      5. 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;
      6. remove or protect any fixtures and fittings where the Company is to provide Services;
      7. comply with all applicable laws, including health and safety laws;
      8. comply with any additional obligations as set out in the

Proposal

  1. The Customer may elect to provide its own materials. By doing so, the Customer takes full liability for ensuring the quality of the goods.
  2. If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
    1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies 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 the Company’s performance of any of its obligations;
    2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 8.3.2; and
    3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
  3. The Customer shall indemnify the Company against all costs, claims, liabilities, penalties and expenses which the Company may incur by reason of its’ work being illegal, unlawful or which is in breach of any trade description or other legislation.
  4. any computer data, to include but not limited to designs, drawings, Schedule of Works and invoices supplied to the Company is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt, the Company shall either require the Customer to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Customer’s expense.
  5. Any machinery or equipment which is left at the Customers premises overnight is the responsibility of the Customer.
  6. Unless otherwise agreed in writing subject to Clause 24, the Company do not undertake the re-siting of any gas, electrical wiring, plumbing or telephone installations. Suitable arrangements should be made by the Customer for any such Works to be carried out prior to commencement of the Works required under the Contract.
  7. The Customer shall inform the Company by completing the Survey Form in full, which will be provided by the Company, whether the premises are either;
    1. A Listed building; or
    2. Within a conservation area defined under the Planning (Listed Building and Conservation Areas) Act 1990

Whereby the Company will use its best endeavours to obtain all necessary approvals relating to the installation of the Works if;

  1. The Works prove to be obtainable only by the revision of Works in the Proposal. If this is not accepted by the Customer termination of the Contract under Clause 14 will apply;
  2. The approvals not be forthcoming the Company may terminate the Contract under Clause 14.

 

  1. Charges and Payment

 

  1. The price for Services is as is listed on the Proposal subject to the approval of the Company Surveyor in accordance with Clause 3.2.

 

  1. The Company reserves the right to:

 

  1. charge for any Additional Work;
  2. increase the price of the Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Services to the Company that is due to:

 

  1. any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2.  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Proposal; or
  3. any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the goods and/or Services.

 

  1. The Company shall invoice the Customer on or at any time after Completion of delivery or by way of interim payments should it be agreed by both parties.

 

  1. The Customer shall pay each invoice submitted by the Company:

 

  1. within 14 days of the date of the invoice, unless otherwise agreed in writing;
  2. in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.

 

  1.  Payment is to be made by cheque or cash and is to be made payable to Tyneside Home Improvements and crossed “AC Payee Only”. In the event of finance being used to pay for the Works the relevant signed completion notice to be signed by the Company.
  2. Where the Customer is arranging finance for the Works the Company reserves the right to defer commencement of the work until the Customer has produced a copy of a written offer from the Building Society, Finance House, Bank or otherwise.
  3. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

 

  1.  If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under these conditions. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.

 

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

 

  1. Where the Customer wishes to make changes to the contract then the Customer shall be charged on a time and material basis.

 

  1. The payment structure is to be paid in the following stages;

 

  1. 20% deposit;
  2. 40% when the base structure is put in place;
  3. 30% when frames are put in place; and
  4. 10% on Completion.

 

  1. Data Protection and Data Processing

 

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law.
  2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Company is the Data Controller (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
  3. Without prejudice to the generality of Clause 10.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:

 

  1. process that Personal Data only on the written instructions of the Customer unless the Company is required by Applicable Laws to otherwise process that Personal Data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Customer.
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
  1. the Customer or the Company has provided appropriate safeguards in relation to the transfer;
  2. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
  3. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  4. the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  5. notify the Customer without undue delay on becoming aware of a Personal Data breach;
  6. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
  7. maintain complete and accurate records and information to demonstrate its compliance with this Clause 10.

 

  1. assist the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  2. Either party may, at any time on not less than 30 days' notice, revise this Clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
  3. The Customer consents for the Company to contact them in relation to future offers.

 

  1. Limitation of liability:

 

  1. Subject to Clause 8.2, any work that is to be undertaken in addition to the Contract to vary, amend and to alter by another party will not be the responsibility of the Company (including but not limited to after Completion).
  2. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
    1. death or personal injury caused by negligence; and
    2. fraud or fraudulent misrepresentation.
  3. The Company’s total liability to the Customer shall not exceed the price contracted with in the Proposal. The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
  4.  The Company shall not be held liable for the following:
    1. Loss of profits;
    2. Loss of sales or business;
    3. Loss of agreements or contracts;
    4. Loss of anticipated savings;
    5. Loss of use or corruption of software, data or information;
    6. Loss of or damage to goodwill;
    7. Indirect or consequential loss; and
    8. Goods used in relation to Clause 8.2
  5. Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  6. If the Customer does not comply with Clause 12.8 the Company has the right to withhold carrying out the Proposal and will not be held liable for any consequence arising out of the Customer’s non-compliance.
  7. All materials supplied by on or behalf of the Customer are at the Customer’s risk whilst on the Company’s premises or in transit to such premises. The Customer is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary.
  8. The Customer avers that all necessary consents have been given and the Company is under no liability in the event of enforcement or other action by the Local Authority or otherwise.
  9. Subject to Clause 7.4 the Company does not undertake, inter alia, prevent all damage, provide matching ceramic or other tiles, specified finishes, to remove intact panes of glass and/or frames from old windows to surrounding wallpaper, paintwork or other decorations which are reasonably required to be retained by the Customer.
  10. The Company accepts no liability for any damage resulting from pre-existing structural or other defects in the property to which the installation is carried out.
  11. This clause shall survive termination of the Contract

 

  1. Guarantee
    1. Subject to the following exclusions the Company agrees to repair or replace free of charge any units manufactured by it which are proved to be defective as a result of faulty materials or faulty workmanship. The exclusions are, but are not limited to;
      1. Damage due to accident, storm, neglect, mis-use, faults or premature deterioration which would result in the Customer’s maintenance instructions listed in the Guarantee;
      2. The failure of the installation to reduce or eliminate condensation;
      3. Damage resulting from subsidence due to soil shrinkage, underground or mine workings;
      4. Minor defects to plaster works and brickwork due to settlement;
      5. Damage to the unit attributable to the failure of foundations or structure when these have not been constructed by the Company;
      6. Discolouration or frost damage to brick work;
      7. Damage or deterioration to the product arising out of normal wear and tear.
    2. Any repair work carried out or replacement units supplied within the 10 year Guarantee under the terms of the Company’s Guarantee will also be covered for the remainder of the guarantee period; and
      1. Any guarantee given by the manufacturer is passed to the Customer and is subject to the manufacturer’s guarantee.
    3. The benefit of any manufacturers guarantee may be given to the Customer by the Company in its absolute discretion and the Customer will be expected to utilise any such guarantee prior to the involvement of this Clause 13. The Company may ask to inspect the property prior to agreeing the transfer. The price of this transfer is currently valued at £80 inclusive of VAT and the Company reserve the right to amend this fee in accordance with the Retail Price Index (RPI).

 

  1. Termination

 

  1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 14 days written notice, upon which the Customer will lose any deposit given.
  2. If the Customer terminates the Contract otherwise than in accordance with this Clause 14 the Company reserves the right to charge the following;
    1. 25% of the agreed Contract price where the Customer cancels prior to the commencement of the Survey;
    2. 30% of the agreed Contract price where the Customer cancels prior to the commencement of the manufacture;
    3. 80% of the agreed Contract price where the Customer cancels after the commencement of manufacturer but prior to the commencement of installation.
  3. If the Customer wishes to cancel the Contact after the Works have started the Company reserves the right to charge up to 90% of the price of the Contract. This is to be in accordance with the expenses incurred by the Company prior to the cancellation.
  4. Subject to Clause 12 and 16 in the event that the Company does not reach the time stipulated in the Proposal the Customer may cancel the Contract if written notice is given requiring the Works to be completed within a reasonable time, being in any event which is no less than 6 weeks from the date of the notice. The Customer will still be liable for the Works which have already been completed.
  5. Without affecting any other right or remedy available to it, the Contractor may terminate the Contract with immediate effect by giving written notice to the other party if:

 

  1. the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  2. the Contractor may agree to terminate the Contract if an unsatisfactory credit reference is obtained in respect of the Customer.
  3. 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:
    1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
  4. Without affecting any other right or remedy available to it, the Company may terminate the Contract if any Proposed Modifications are not accepted within 7 days of being issued.
  5. If the Contract is terminated under this Clause 14, the Company at its discretion, may refund money which it deems appropriate having taken account of the work and Services provided.
  6. Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in this clause or the Company reasonably believes that the Customer is about to become subject to any of them.

 

  1. Consequences of Termination  
    1. On termination of the Contract:

 

  1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  2. Termination of the Contract, from either of the parties, will result in the loss of any deposit paid by the Customer.
  3. the Customer shall return all of the Company Materials or Goods which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

 

  1. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
  2. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

 

  1. 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.

 

  1.  Assignment and other dealings

 

  1. The Company 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.
  2. The Customer 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 the prior written consent of the Company.

 

  1. Notices.

 

  1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
  1. 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
  2. sent by email
  3. to the Company’s registered office
    1. Any notice or communication shall be deemed to have been received:
  1.  If delivered by hand, on signature of a delivery receipt;
  2. 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.

 

  1. 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.

 

  1. Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

  1. 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.

  1. 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.

 

  1. Entire agreement

 

  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.
  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.

 

  1. Third Party rights.

 

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

 

  1. Variation
    1. The Customer is able to vary the Proposal for a period of 14 days after the Proposal is agreed. After such date the Customer will incur a cost, at the Company’s reasonable discretion, for any variations made and subject to Clause 24.2
    2. 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).

 

  1. 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.

 

  1. Jurisdiction.

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

 

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