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Installation Services Agreement

1. General

  • 1.1 – This is a business to business Agreement and all installation works are accepted subject to the following conditions which shall form part of and govern the contract of work. Any variation of those conditions in any document of the Installer is inapplicable unless accepted in writing by Fleming Verandas.
  • 1.2 – In these conditions Fleming Verandas means Fleming Verandas of Creative Industry Centre, Mammoth Dr, Wolverhampton Science Park, WV10 9TG, telephone: 01902212331 e-mail: sales@flemingverandas.com and the Installer means the party to whom this document is addressed.
  • 1.3 – These terms and conditions apply in preference to and supersede any terms and conditions referred to or offered by the installer whether in negotiation or at any stage in the dealings between the parties with reference to the goods to which this contract relates. Without prejudice to the generality of the foregoing, Fleming Verandas will not be bound by any standard or printed terms furnished by the installer in any of its documents, unless Fleming Verandas specifically states in writing separately from such terms that it intends such terms to apply and the installer acknowledges such notification in writing.
  • 1.4 – No variation may be made to the contract of work except by agreement in writing between the parties and signed on their behalf.
  • 1.5 – No variation may be made to the contract of sale except by agreement in writing between the parties and signed on their behalf.

2. Quotations

  • 2.1 – The agreement of work following the installer’s quotation shall not be binding on Fleming Verandas unless, and until, accepted by Fleming Verandas and Installer. An order accepted by Fleming Verandas may only be cancelled or varied with Fleming Verandas’ consent: the giving of Fleming Verandas’ consent shall not in any way prejudice Fleming Verandas’ right to recover from the Installer full compensation for any loss or expense arising from such cancellation or variation.
  • 2.2 – Additions or alterations to orders, however made, shall not be binding on Fleming Verandas until they have been confirmed by Fleming Verandas in writing.
  • 2.3 – Costs subject to change on site during installation upon unforeseen difficulties in installation requiring additional work or customization are to be explained and passed to the customer on final invoice or within 21 days of installation.

3. Prices

  • The prices quoted are exclusive of United Kingdom Value Added Tax unless otherwise specifically stated in the contract. Any variation to prices resulting from taxes or levies shall be for the Installer’s account.

4. Delivery

  • 4.1 Where goods are collected by the Installer or delivered to the Installer at their request: (i) If a period is stated for delivery and such period is not extended by agreement in writing the Installer shall take delivery within that period; (ii) If no period is stated for delivery, the Installer shall take delivery of the goods as soon as they are ready; (iii) If the Installer does not take delivery within the period the Installer will reimburse Fleming Verandas’s storage and insurance costs and an invoice will be issued for the full amount of the goods on the last date on which delivery is due. (iv) The collection of the goods by the Installer will be expected on or before 8.30am, and Fleming Verandas shall not be liable for any damages to the parts of the goods during unloading or transport between sites.
  • 4.2 In any other case:
    • (i) Any time stated in respect of delivery is given in good faith but is by way of estimation only and is not binding on Fleming Verandas.
    • (ii) Time for delivery, whether expressly stated or not, shall not be or be deemed to be of the essence of the contract of sale.
  • 4.3 Fleming Verandas will deliver the goods as near as possible to the delivery address as far as hard road permits. The Installer shall provide at his own expense the labour for unloading and stacking with utmost dispatch. Damage caused to the goods due to inadequate site access or careless unloading shall be at the Installer’s expenses. Furthermore, the Installer is wholly responsible for any damages or breakages to the materials that occur during the installation process and will reimburse Fleming Verandas for an amount equal to the cost of damaged parts to cover their expenditure. Any accidents or damage to the customer property (Fleming Verandas’s customer and owner of the property where the Installer is erecting the structures) shall also fall under the Installer’s liability for compensation or reimbursement.
  • 4.4 – Fleming Verandas shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the Installer or to any purchaser from him or customer of the Installer arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused. Any fiscal costs or reimbursements is to be covered by the Installer and will not be covered by Fleming Verandas.
  • 4.5 – Fleming Verandas shall be entitled to make partial deliveries of the goods unless otherwise agreed in writing.
  • 4.6 – In the case of partial deliveries of goods, the Installer will not be entitled to treat the delivery of faulty goods in any one instalment, or the late delivery of any one instalment, as a repudiation of the whole contract.

5. Returns

  • 5.1 – Unless in accordance with clause 10, the Installer may not return the following goods: a) any bespoke products made to the Installer’s specification. b) Any products damaged by the Installer.
  • 5.2 – The return of any goods not excluded in clause 5.1 to Fleming Verandas shall be within 7 days of delivery with the approval of Fleming Verandas at the Installer’s cost.
  • 5.3 – For any products returned in accordance with clause 5.2, there will be a minimum handling fee calculated at Fleming Verandas’s sole discretion payable by the Installer per drop to agreed location with Fleming Verandas.
  • 5.4 – Fleming Verandas shall inspect any returned goods for quality and defects. Subject to the goods being returned in perfect condition, Fleming Verandas shall issue the Installer with a credit note for the full purchase price (excluding any delivery costs). In the event the returned goods are damaged or otherwise returned in less than brand-new condition, Fleming Verandas may offer a pro-rata credit note calculated at Fleming Verandas’s sole discretion and with reference to the re-sale value of the goods.
  • 5.5 Any spare, damaged or surplus parts of the goods shall be returned to Fleming Verandas upon completion of the job and the relevant sat note signed. And it shall be the responsibility of the Installer to discard any rubbish from the job once the job is completed.
  • 5.6 Any rubbish or debris left on the site which Fleming Verandas or customer has to pay for the removal shall be recharged on the Installer.

6. Packaging, Consignment and Carriage

  • Unless otherwise stated in the contract, and subject to the following provisions of this clause:
    • (i) – Goods will be consigned by the method of transport chosen by Fleming Verandas to the address specified by the Installer for consignment of the

goods (“the delivery address”).

    • The Installer may at their own discretion consign the goods from Fleming Verandas unit by the method chosen by them.

7. Transfer of Risk

  • 7.1 – The goods shall be at risk of the Installer as soon as they are delivered to the delivery address or collected from a previously agreed upon location by the Installer. These become the Installer’s responsibility from the moment they take temporary possession of the goods, from collection through the period of transit to Fleming Verandas’s customer’s location (where the structure will be erected) and during the installation process, unless otherwise agreed and Fleming Verandas shall be under no obligation to give the Installer the notice specified in Section 32(3) of the Sale of Goods Act 1979.

8. Acceptance of Goods

  • 8.1 – The Installer will be deemed to have accepted the goods unless the Installer rejects them within 48 hour after their receipt at the delivery address.
  • 8.2 – The Installer accepts the goods as part of this Agreement and acceptance of the work agreed, and any damages, lost and/or other issues caused to the goods is the liability of the Installer and not that of Fleming Verandas.

9. Specification

  • 9.1 – Unless otherwise specifically stated in the contract all specifications and particulars of weights and dimensions stated in the contract and in the supplier’s sales literature are approximate only.
  • 9.2 – Whilst every effort is made for these figures to be accurate, it must be understood that the specification of goods manufactured and supplied by Fleming Verandas is subject to normal trade tolerances, and it is the responsibility of the Installer to complete work and ensure that sat note is signed.
  • 9.3 – Fleming Verandas reserves the right to change the specification of any goods quoted in his sales literature at any time without notice.
  • 9.4 – Whilst Fleming Verandas takes every precaution in the preparation of his literature, these documents are for the Installer’s general guidance only and the particulars contained therein shall not constitute representations by Fleming Verandas and Fleming Verandas shall not be bound thereby.
  • 9.5 In the event of a shortage of a particular component Fleming Verandas reserves the right to source alternative materials to a similar standard from an alternative supplier.

10. Quality

  • 10.1 – Fleming Verandas warrants that on delivery the goods shall:
    • (a) conform in all material respects with the specification; and
    • (b) be free from material defects in design, material and workmanship.
  • 10.2 – Fleming Verandas warrants its products in accordance with the warranties and guarantees shown on its website. A maximum 5 years guarantee on the frame, fittings, polycarbonate and glass, excluding damage caused by external forces.
  • 10.3 – Fleming Verandas accepts no liability for any defect caused as a result of:
    • (a) the Installer failing to follow Fleming Verandas’s oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the goods, any mistake, cuts, changes on site; or
    • (b) fair wear and tear, weathering, willful damage, negligence or abnormal storage or working conditions.

11. Payment and Expenses

  • 11.1 – Installer will need to invoice Fleming Verandas for the agreed monetary amount of which will be paid within seven working days from the receipt of invoice in line with agreed terms, and the price invoiced by the Installer should be treated as the final price for the service.
  • 11.2 – Client holds no responsibility for any taxes or levies that the Installer must pay to HMRC and the UK Government as part of their employment. These are all responsibilities of the Installer.
  • 11.3 – Expenses occurred on site will have to be raised via the relevant project manager and agreed or approved by the project manager and Fleming Verandas before anything is ordered/purchased/reimbursed.

12. Ownership of Goods

  • 12.1 – Subject to the following clauses, the goods shall remain Fleming Verandas’s property even after payment in full of all monies due to Fleming Verandas under this contract and all other contracts between Fleming Verandas and Installer.
  • 12.2 – The Installer shall not be entitled to sell any spare parts or any part of the goods in the ordinary or extraordinary course of business. All goods transfer ownership from Fleming Verandas to Fleming Verandas’s customer, leaving the Installer with no claim to ownership of the goods, only responsibility for transport should they agree to collect, and responsibility for the remuneration to Fleming Verandas for any damages as previously specified.
  • 12.3 – In any event, including but not limited to non-payment, upon completion of installation work for a client, the Installer shall not have right over the goods and/or reenter the client’s address to dismantle the structure.

13. Limitation of Liability

  • 13.1 – Nothing in these terms and conditions shall limit or exclude the Installer’s liability for:
    • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    • (b) fraud or fraudulent misrepresentation;
    • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    • (d) defective products under the Consumer Protection Act 1987.
  • 13.2 – Nothing in these terms and conditions shall limit or exclude the Installer’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable) that occurred during installation process.
  • 13.3 – Subject to clause 13.1:
    • (a) Fleming Verandas shall under no circumstances whatsoever be liable to the Installer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
    • (b) Fleming Verandas’s total liability to the Installer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the total value of the order.

14. Health & Safety

It is the responsibility of the Installer to make every effort to ensure that the installation work area is free from as many risks as possible and to ensure that customer remain clear of the work area , unless, and until, the project is completed and review is requested.

15. Insurance

  • 15.1 – Fleming Verandas are insured by insurers of recognized financial responsibility against such losses and risks including but not limited to insurance to carry out works, professional and employment liability and in such amounts as management of the Fleming Verandas believes to be prudent and customary in the businesses in which the Company is engaged.

 

  • 15.2 – The Installer shall ensure that it obtain and maintain relevant insurance cover for its services, and Fleming Verandas will assume and from time to time request and verify the validity of the insurance cover.

16. Intellectual Property

  • 16.1 – The Installer shall indemnify Fleming Verandas against all damages, penalties, costs and expenses to which Fleming Verandas may be liable as a result of work done in accordance with the Installer’s specification which involves the infringement of any letters patent or registered design, works, images, videos, etc.
  • 16.2 – The Installer and his workers will be representing Fleming Verandas and so need to be prepared to work in any relevant uniform as appropriate and to maintain a professional and courteous code of ethics and respect for the customer. Any loss of monies due to poor conduct on behalf of the Installer shall be reimbursed by the Installer and full responsibility shall be assumed by the Installer.
  • 16.3 – All content included in or made available through Client service, such as stock or job images is the property of Fleming Verandas and shall not be used by the Installer for personal or business marketing activities without a prior written consent of Fleming Verandas, and shall upon request by Fleming Verandas take down the content and cease to so do forthwith.
  • 16.4 – The Installer acknowledge that photos, videos, individual imagery and promo materials taken of the job will be used by Fleming Verandas for marketing purposes via website, social media and print marketing.

17. Non-Compete Clause

  • 17.1 – Through the signature below and/or acceptance of work schedule, the Installer agrees that during the Installer’s term of active employment with Fleming Verandas and for a period of five (5) years after the end of that term, the Installer will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others engage in any business that is in competition with the business of the Fleming Verandas within any geographic area in or around the United Kingdom.
  • 17.2 – The Installer also agrees that as part of this contract they will not approach or engage in direct business with the businesses existing, direct customers or prospective Clients, in which the Fleming Verandas conducts its business, or give advice or lend credit, money or the Installer’s reputation to any natural person or business entity.

18. Determination of Contract

  • Fleming Verandas may determine the contract if the Buyer make default in or commit a breach of the contract or of any other of Buyer’s obligations to Fleming Verandas, or if any distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall make or offer to make any arrangement in breach of the contract.

19. Right to Cancel

  • 19.1 – If the Installer wishes to cancel their contract, they must let Fleming Verandas know as soon as possible, within a 48-hour time period as well as of any live job, and any financial loses incurred by the Fleming Verandas will be claimed via the Installer.
  • 19.2 – Any deposit will be expected to be refunded within seven working days.

20. Notices

  • 20.1 – Notices required to be given to Fleming Verandas shall be in writing and shall be sent to Fleming Verandas head office at Creative Industries Centre, Wolverhampton Science Park, Wolverhampton, WV10 9TG or via electronic mail: office@flemingverandas.com Notices required to be given to the Installer will be sent by electronic mail or to the address specified by the Buyer for consignment of the goods unless a different address is specified for this purpose by the Buyer.
  • 20.2 – Notices shall be deemed to have been delivered on the next business day the electronic mail was sent or on the day the notice is delivered at the Fleming Verandas head office or the address specified by the Buyer for consignment of the goods or a different address specified for this purpose by the Buyer.

21. Force Majeure

  • 21.1 – No liability will be accepted for any failure of, or delay in, performance which is due wholly or partially to restriction by Government or other competent authority, strikes, lock-out, failure by suppliers to supply raw materials or to any cause whatsoever outside Fleming Verandas’ control.
  • 21.2 – Any waiver by Fleming Verandas of its rights hereunder in respect of breach by the Installer shall not affect the rights of Fleming Verandas in the event of a subsequent breach by the Installer.

22. Law

  • 22.1 – These conditions and the contract shall be subject to and construed in accordance with English Law, and the installer is deemed to submit to the exclusive jurisdiction of the High Court of Justice of England.