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Reseller and Self-Assembly Agreement

1. General

  • 1.1 – All reselling, white labeling, installation and self-assembly of our products 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 Client is inapplicable unless accepted in writing by the Client.
  • 1.2 – In these conditions the supplier or reseller means Fleming Verandas UK Ltd of Creative Industry Centre, Mammoth Dr, Wolverhampton Science Park, WV10 9TG, telephone: 01902212331 e-mail: sales@flemingverandas.com and the Client or Client 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 supplied by the Client 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, the Supplier will not be bound by any standard or printed terms furnished by the Client in any of its documents, unless the Supplier specifically states in writing separately from such terms that it intends such terms to apply and the Client acknowledges such notification in writing.
  • 1.4 – No variation may be made to the contract of resale or supply except by agreement in writing between the parties and signed on their behalf.

2. Quotations

  • 2.1 – The agreement of resale following the Client’s quotation shall not be binding on the Client unless, and until, accepted by the Client and Client. An order accepted by the Client may only be cancelled or varied with the Client’s consent: the giving of the Client’s consent shall not in any way prejudice the Client’s right to recover from the Client 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 the Client until they have been confirmed by the Client in writing.
  • 2.3 – Costs subject to change on site during installation upon unforeseen difficulties in installation requiring additional work or customisation.

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 Client’s account.

4. Delivery

  • 4.1Where goods are collected by the Client or delivered to the Client at his request: (i) If a period is stated for delivery and such period is not extended by agreement in writing the Client shall take delivery within that period; (ii) If no period is stated for delivery, the Client shall take delivery of the goods as soon as they are ready; (iii) If the Client does not take delivery within the period the Client will reimburse the Supplier’s storage and insurance costs. An invoice will be issued for the full amount of the goods on the last date on which delivery is due and shall be payable in accordance with the provisions of Clause 10.1.
  • 4.2In 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 the Client:
    • (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.
  • 4.3The Supplier will deliver the goods as near as possible to the delivery address as far as hard road permits. The Client 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 Client’s expenses. Furthermore, the Client is wholly responsible for any damages or breakages to the materials that occur during the installation process and will cover the cost of damaged parts at their expenditure. Any accidents or damage to the Client’s property (the owner of the property where the Client is erecting the veranda) shall also fall under the Client’s liability.
  • 4.4 – The Supplier 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 Client or to any associated party from the Supplier delivering the goods or the Client collecting the goods. Such loss or damage associated with the Supplier delivery the goods shall be the liability of the delivery company. The Supplier is not liable for anything 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 Client and will not be covered by the Client.
  • 4.5 – The Client 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 Client 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 11, the Client/reseller may not return any good unless approved and inspected by the Seller. As a rule, the Seller does not accept returns.
  • 5.2 – The return of any goods not excluded in clause 5.1 may be returned to the Client, within 14 days of delivery at the Client’s cost – upon the approval of the Seller.
  • 5.3 – The Client shall inspect any returned goods for quality and defects. Subject to the goods being returned in perfect condition, the Client shall issue the Client 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, the Client may offer a pro-rata credit note calculated at the Client’s sole discretion and with reference to the re-sale value of the goods.

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 the Client to the address specified by the Client for consignment of the goods (“the delivery address”).
    • (ii) – If packaging is marked “returnable”, it is not included in the price, but will be charged for unless returned within one month, carriage paid and in good condition to the Supplier’s premises.

7. Transfer of Risk

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

8. Acceptance of Goods

  • 8.1 – The Client will be deemed to have accepted the goods unless the Client rejects them within 48 hours after their receipt at the delivery address.
  • 8.2 – The Supplier shall have no liability for goods delivered in a damaged condition or lost in transit or for shortages in delivery unless:
    • (i) In the case of damage or shortage of delivery, short details are endorsed on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by the Client and the carrier within 48 hours after receipt of the goods at the delivery address; and
    • (ii) In the case of goods lost in transit, notice in writing of the non-delivery is received by the Client and by the carrier within seven days after the date of the advice note or invoice (as the case may be) is issued by the Client.
  • 8.3 – Subject to the Supplier complying with Clauses 8.1 or 8.2 above (as the case may be) and subject to Clause 9 below, the Client shall replace or make good any goods they reject or are delivered in a damaged condition or lost in transit (or, in lieu thereof, at the option of the Supplier, shall allow credit to the Client of the amount of the price of goods lost or rejected or a proportionate amount thereof in the case of goods damaged), but the Supplier shall have no liability whatsoever, other than liability for death or personal injury due to the Supplier’s negligence, including consequential loss in respect of goods rejected by the Client or delivered in damaged condition or lost in transit.

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 the Supplier to the Client is subject to normal trade tolerances.
  • 9.3 – The Supplier reserves the right to change the specification of any goods quoted in its sales literature at any time without notice.
  • 9.4 – Whilst the supplier takes every precaution in the preparation of its literature, these documents are for the Client’s general guidance only and the particulars contained therein shall not constitute representations by the Supplier and the Supplier shall not be bound thereby.

10. Design

  • 10.1 – It is the Client’s responsibility to ensure that all necessary approvals have been granted before manufacture commences.
  • 10.2 – It is the Client’s responsibility to satisfy itself that the specifications are correct and that the goods are suitable and fit for the purpose.

11. Quality

  • 11.1 – The Supplier 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.
  • 11.2 – The Supplier only warrants the constituent parts supplied in order to assemble its products in accordance with the warranties shown on its website. A maximum 5 years on the frame, fittings, polycarbonate and glass, excluding damage caused by external forces.
  • 11.3 – Without prejudice to clauses 11.1 and 11.2 above, the Supplier offer no warranty to the Client for the goods delivered via transfer from the manufacture. The manufacture of the goods warrants 5 years warranty on the product.
  • 11.4 – The Supplier accepts no liability for any defect caused as a result of:
    • (a) the Client failing to follow oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the goods; or
    • (b) fair wear and tear, weathering, willful damage, negligence or abnormal storage or working conditions.

12. Payment and Expenses

  • 12.1 – Supplier will invoice the Client for the agreed monetary amount which will be upon delivery, or within seven working days from the receipt of invoice in line with agreed terms.

13. Ownership of Goods

  • 13.1 – The goods shall become the Client’s property and payment in full of all monies due to the Supplier under this contract and all other contracts between the Supplier and Client will be necessary.
  • 13.2 – The Supplier 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 the Supplier to the Client, leaving the Supplier with no claim to ownership of the goods, only responsibility for transport should they agree to collect, and responsibility for the remuneration to the Client for any damages as previously specified.

14. Intellectual Property

  • 14.1 – The Client shall indemnify the Supplier against all damages, penalties, costs and expenses to which the Supplier may be liable as a result of any work done on assembly, installation which involves the infringement of any letters patent or registered design.
  • 14.2 – All content included in or made available through Supplier service, such as stock or job images is the property of Fleming Verandas and shall not be used by the Client for personal or business marketing activities without a prior written consent of the Supplier, and shall upon request of the Supplier take down the content and cease to use same forthwith.

15. Notices

  • Notices required to be given to the Supplier must be sent to the Supplier’s address by first class post. Notices required to be given to the Client will be sent by first class post to the address specified by the Supplier for consignment of the goods unless a different address is specified for this purpose by the Client. Notices to the Client shall be deemed to have been delivered on the next business day after the day of posting. In proving service by first class post it shall only be necessary to prove that the notice was contained in an envelope which was duly addressed and posted in accordance with this clause.

16. Limitation of Liability

  • 16.1 – Nothing in these terms and conditions shall limit or exclude the Client’s liability for:
    • (a) death or personal injury caused by its negligence during the installation process if it is a product purchased for themselves, or the negligence of its employees, agents or subcontractors if the product is resold to their own Client (as applicable);
    • (b) fraud or fraudulent misrepresentation if the product is then resold to their own Client;
    • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 if the product is then resold to their own Client; or
    • (d) defective products under the Consumer Protection Act 1987 if the product is then resold to their own Client.
  • 16.2 – Subject to clause 16.1:
    • (a) the Supplier shall under no circumstances whatever be liable to the Client 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) the Supplier is indemnified by the Client 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.

17. Force Majeure

  • 17.1 – 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 the Client’s control.
  • 17.2 – Any waiver by the Client of its rights hereunder in respect of breach by the Client shall not affect the rights of the Client in the event of a subsequent breach by the Client.

18. Law

  • 18.1 – These conditions and the contract shall be subject to and construed in accordance with English Law, and the Client is deemed to submit to the exclusive jurisdiction of the High Court of Justice of England.
  • 18.2 – The Client will indemnify the Supplier of any responsibility for injury, any damage to personal possessions or property as the Supplier takes no responsibility for the installation or erection of a structure that has been resold and they have not expressly agreed to install.

19. Non-Compete Clause

  • 19.1 – Through the signature below and/or acceptance of our quotation/terms of buisness, the Client agrees that during negotiation and delivery of the requested product, they will not engage in any direct competition with the Supplier, including seeking out the Supplier’s manufacturer to purchase from, or those considered an active and trusted reseller of the manufacturer and any associated companies that they own, operate or represent. The Client agrees not to undercut the Supplier or use the Supplier as a means of accessing the manufacturer.
  • 19.2 – If the Client then wishes to resell the product onto their own Client, provided this Client is not governed by the below clause, all liability including installation errors, broken parts, injury, property damage, death or mutilation are the responsibility of the Client, not the Supplier.
  • 19.3 – The Client also agrees that as part of this contract they will not approach or engage in direct business with the businesses existing or prospective Clients, in which the Supplier conducts its business, or give advice or lend credit, money or the impugn the Supplier’s reputation to any natural person or business entity for their own gain.
  • 19.4 – This Non-Compete clause survives this Agreement for at least duration of 5 years.

20. Right to Cancel

  • If the Client wishes to cancel their contract, they must let the Supplier know as soon as possible, within a 48-hour time period.