STANDARD TERMS OF SALE

The Customer’s attention is drawn particularly to the
provisions of clause 8 – Limitation of Liability

1.0			Interpretation
1.1			Definitions
			Business Day: A day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
			Conditions: The terms and conditions set out in this document as amended from time to time in accordance with clause 12.5.
			Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
			Customer: The person or firm who purchases the Goods from the Supplier.
			Delivery Location: Has the meaning given in clause 4.2.
			Force Majeure Event: Means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, failure of Internet Service Provider, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors or any epidemic or pandemic whether known or unknown at the time that the Sales Order Acknowledgement was issued.
			Goods: The goods (or any part of them) to be supplied by the Supplier to the Customer as set out in the Sales Order Acknowledgement.
			Intellectual Property Rights: Intellectual Property Rights: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
			Order: The Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation.
			Quotation: The document issued by the Supplier which shall not constitute an offer
			Sales Order Acknowledgement: Written acceptance by the Supplier of the Customer’s Order on the Supplier’s Sales Order Acknowledgement form.
			Specification: The Supplier’s specification for the Goods, including the Supplier’s quotation, any related plans and drawings, as issued by the Supplier, unless altered by written agreement in accordance with clause 3.3
			Supplier: Dales Fabrications Limited (registered in England and Wales with company number 01488972)
			Supplier Materials: All materials, equipment, documents, and other property of the Supplier.
			Supplier’s Net Worth: The Supplier’s net worth will be that as recorded as the net assets on the balance sheet of the Supplier’s last financial statement filed with Companies House.
			Special Fixings: Fixings that the Supplier may supply from time to time but that are not usually purchased by the Supplier as standard stock fixings. Examples include, but are not limited to, stainless steel ‘Multi Monti’ fixings and most A4 Stainless fixings.
			Basic Marine Specification: Polyester powder coating in accordance with BS BS12206-1 2004, using a Qualicoat Class 1 powder or higher to a minimum 60 microns paint thickness applied to both internal and external surfaces (pipes coated to the external faces only) with A2 stainless steel fixings where commercially available and where standard fixings would otherwise be supplied by the Supplier.
			Qualicoat2 Marine Specification: Polyester powder coating in accordance with BS BS12206-1 2004, using a Qualicoat Class 2 powder to a minimum 60 microns paint thickness applied to the internal and external surfaces (pipes coated to the external faces only) with A2 stainless steel fixings where commercially available and where standard fixings would otherwise be supplied by the Supplier.
1.2			Interpretation:
	(a)		A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
	(b)		A reference to a party includes its personal representatives, successors and permitted assigns.
	(c)		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.
	(d)		Any words following the terms including, include 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.
	(e)		A reference to writing or written includes email but excludes other electronic communications (including but not limited to SMS, WhatsApp, or online website chat).
	(f)		The headings used in these Conditions are for convenience only and shall have no effect upon the interpretation of these Conditions.
	(g)		Words imparting the singular number shall include the plural and vice versa.
2.0			Basis of contract
2.1			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 law, trade custom, practice, or course of dealing.
2.2			The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Supplier’s Sales Order Acknowledgement and any applicable Specification are complete and accurate and that these documents reflect the Customer’s own contractual requirements.
2.3			The Contract shall come into existence when the Supplier issues the Sales Order Acknowledgement to the Customer.
2.4			Any prototypes, samples, drawings, descriptive matter, or advertising including but not limited to website, website-chat, BIM models, NBS or other specification clauses produced by the Supplier and any descriptions or illustrations contained in the Supplier’s literature, brochures or email or other correspondence are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5			The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering this Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not included in the Sales Order Acknowledgement.
2.6			A quotation or price list for the Goods issued by the Supplier shall always be construed as an invitation to treat and shall not constitute an offer. The supplier’s receipt of the customer’s order constitutes the customer’s offer and will only subsequently accepted by the supplier issuing its Sales Order Acknowledgement.
2.7			The supplier’s quotation or price list shall only be valid for a period of 14 calendar days from its date of issue.
2.8			The Customer accepts that unless expressly agreed otherwise, the Supplier’s Quotation is only open for acceptance in its entirety.
2.9			Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, website, website-chat, price-list, acceptance of offer, invoice or other document, or email or other correspondence or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2.10			The customer accepts responsibility under the CDM Regulations 2015 to take all necessary steps through its own actions and liaison with the principal designer and all other relevant third parties to ensure that the client is aware of its duties owed under the CDM regulations 2015 and that the supplier will undertake the order only on that basis.
2.11			The customer accepts responsibility under the CDM Regulations 2015 to take all necessary steps to ensure that any warnings or other important information regarding the design or installation or maintenance of the products that the supplier provides are adequately communicated to all relevant parties identified in those regulations.
2.12			The Customer accepts that:
	(a)		When providing Quotations for solar shading/ brise soleil the Supplier will typically quote for two options, with Option 1 usually providing maximum shading efficiency at times of peak solar gain in the UK in compliance with Building Regulations Part O and or Part L V2. Option 2 is offered as a Value Engineered alternative offering substantial shading but which does not provide maximum shading efficiency.
	(b)		It is the Customer’s responsibility to ensure that the chosen solar shading option meets their specific performance criteria.
2.13			The Customer accepts that all lead times contained within the Supplier’s Quotation are subject to the Customer providing full manufacturing information in writing including, when applicable, but not limited to, written approval of Dales’ proposal drawings.
2.14			The Customer accepts that:
	(a)		Items priced by the Supplier as “guide rates” or “guide prices” within any Quotation or Guide Rate Proposal are not an accurate estimate of costs and must not be used as such, and;
	(b)		The Supplier may change prices as further information is confirmed.
3.0			Goods:
3.1			The Goods are described in the Supplier’s Specification.
3.2			To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer including but not limited to designs, drawings, specifications or prototypes, samples provided by the Customer to the Supplier which is subsequently shown on the Supplier’s drawings, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3			The Supplier reserves the right to amend, alter, modify, or improve the design or the Specification if required by any applicable statutory or regulatory requirements or to meet current production requirements or for any other reason at any time.
3.4			All Goods are manufactured in line with the Supplier's Specification. It is the Customer’s obligation to check the compliance of any Goods in any jurisdiction outside England and the Supplier makes no representation as to the compliance of any Goods in any other jurisdiction, and the Customer agrees to indemnify and keep indemnified the Supplier against all liability for loss, claims, damages, costs, interests, and other liability on a full indemnity basis pursuant to any statutory or contractual obligations.
3.5			Manufacture shall not commence until the necessary credit terms have been agreed and accepted in writing by the Supplier. The Supplier reserves the right to require any percentage of the value of the project to be paid in advance of manufacture or at any other stage of fulfilment of the Goods.
3.6			The quantities shown in any quotation or in the Sales Order Acknowledgement are for guidance only. It is the Customer’s responsibility to ensure that the correct quantities are ordered to suit the actual site conditions, and that they are called off in good time to suit the Supplier’s current lead times at the time that manufacture is due to start.
3.7			It is the Customer’s responsibility to ensure that the overall fire strategy for the project has been reviewed separately by a fire safety engineer.
3.8			For the avoidance of doubt, in respect of any wind loading calculations carried out by the Supplier, the Supplier has not checked and is not responsible for any design parameters provided by any other party.
3.9			The Customer accepts:
	(a)		The Customer must specify on their Purchase Order any requirement that the Supplier is to undertake Structural or other loadings calculations or FEA/ FEM report, and;
	(b)
	(c)		The Customer accepts that the Supplier may subcontract any such calculations to suitably qualified consultants;
	(d)		Liability for the Suppliers costs incurred in producing any such report or calculations, as well as any additional product costs that the report or calculations show are recommended or necessary.
	(e)		It is the customer’s design and financial liability to ensure that any such structural or other loadings calculations or FEA/ FEM report that the Supplier may provide is deemed adequate, sufficient, and compliant with the project design specification by the Project Structural Engineer
3.10			The Customer accepts that the Supplier has no liability for damages including consequential due to imperfections as described below which the Customer accepts are not defects and the Customer will not set-off, delay or refuse payment for any materials showing such imperfections:
	(a)		Normal manufacturing marks which can occur during the process of fabrication, including when items are welded and or ground, and whilst the Supplier will use its reasonable endeavours in all the circumstances to ensure that any such marks are minimised, it may not always be possible to fully eradicate them.
	(b)		Imperfections such as pinprick holes and occlusions on the painted surface are not usually sufficient reason to reject powder coated materials because the inspection standard for exterior powder coated materials is contained in BS12206-1 2004, and that states that to constitute a potential defect, imperfections in the coating must be visible at 5m in prescribed conditions.
	(c)		Jig marks and areas without colour on seen faces may be inevitable on anodised materials, even though the Supplier will make reasonable efforts to ensure that such jig marks and areas without colour are minimised on seen faces and touch-up paint may be the only option for making good.
3.11			The Customer accepts that:
	(a)		The anodising process results in a naturalistic effect known as geometric metamerism, which results in a slightly different shade being seen as the viewing angle of an item changes which means that a consistently uniform finish between items, such as that achieved using paint finishes such as architectural polyester powder coating, cannot be achieved
	(b)		The Supplier has no liability for consequential damages due to any apparent shading differences between anodised materials
	(c)		The Customer will not set-off, delay or refuse payment citing any shading differences referred to in 3.10(a) above.
3.12			Notwithstanding clause 3.10 (above) when placing its order, the Customer accepts and is familiar with BS 3987:1991 and in particular; BS 3987:1991 para 3: Visual Inspection after Anodising, as well as; Appendix G: Visual Inspection After Anodising
3.13			The Customer accepts the Supplier’s policy of using either Novelis J57S UP or Aleris 55HX alloy-brands of aluminium sheet-material for anodised aluminium sheet-metal fabrications, at the Supplier’s discretion and subject to availability.
3.14			The Customer accepts that orders for anodised materials must be placed early so that chargeable colour-prototypes of the relevant colour in a specific anodising-alloy-brand illustrating the acceptable shading tolerance can be submitted for approval by the Customer and the client/specifier before any quoted lead-time commences. Where a Customer chooses not to order such colour-prototypes, then they accept that they do so entirely at their risk and are liable for any consequential costs and damages that arise, including any additional costs that the Supplier may incur.
3.15			The Customer accepts liability for any substantial cost and lead time increases that due to restrictions of the anodising process may result from small changes to profiles arising during the design approval process and or from ordering extra and or replacement items.
3.16			The Customer accepts that when the Supplier supplies a system shown to fix into brickwork or blockwork, it is the Customer’s responsibility to ensure that the wall can adequately accommodate the loadings of the system. The Customer accepts that it should commission on-site ‘pull-out’ tests, or other suitable methods of testing, on the fixings into the subject wall(s) to satisfy themselves that the wall is adequately constructed to accommodate the loadings of the system. Upon written request the Supplier may supply, without charge, up to 12-No. of each of the relevant fixings to the Customer for such testing purposes.
4.0			Delivery
4.1			The Supplier shall ensure that:
	(a)		each delivery batch of Goods is accompanied by a delivery note that shows relevant Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods on that batch are being delivered by instalments, then the outstanding balance of Goods for that batch that remain to be delivered; and
	(b)		if the Supplier requires the Customer to return any packaging or delivery materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Customer’s expense.
4.2			The Supplier shall deliver the Goods to the location set out in the Sales Order Acknowledgement or such other location as the parties may agree in writing which shall be limited to the mainland of England, Wales or Scotland (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Where the Delivery Location is agreed to be collection of the Goods by the Customer from the Supplier’s premises at the Supplier’s address stated on the Supplier’s Order Acknowledgement, the Goods shall be collected within three Business Days of the Supplier notifying the Customer that the Goods are ready.
4.3			Delivery is completed on the arrival of the Goods at the Delivery Location.
	(a)		Any delivery that the Supplier is caused to abort due to the Customer's failure to make necessary arrangements, including payment to approved terms, will be chargeable.
4.4			The Customer is under a duty whenever possible to inspect the Goods upon delivery or collection, and the Supplier shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this clause 4.4 are not complied with and, in any event, will be under no liability if a written complaint fully detailing the issue and including date stamped photographs is not delivered to the Supplier within two Business Days of delivery detailing the alleged damage or shortage.
4.5			Subject to sub-clause 4.4, the Supplier shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit prior to delivery as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
4.6			Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or change in the status of either the Supplier’s trade debt insurance held on the Customer or the Customer’s credit status variations and or clarification to any third-party activities which may affect the Supplier’s position after the Supplier has issued their Sales Order Acknowledgement or any other instructions that are relevant to the supply of the Goods.
4.7			If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or change in the status of either the Supplier’s trade debt insurance held on the Customer or the Customer’s credit status or any other instructions that are relevant to the supply of the Goods.
4.8			The Supplier operates a fleet of commercial vehicles and employs subcontract and courier providers with vehicles of widely varying capacities, and in some instances, these include the ability to self-unload using a Moffet or HIAB; where these additional unloading capabilities are required the Customer must include that requirement in writing on their purchase order and accepts the Supplier’s minimum self-unload charge of £75+VAT that is additional to any delivery charge listed in the Quotation and the Customer is liable for any damage caused when self-unloading.
4.9			If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready then;
	(a)		delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
	(b)		the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including but not limited to insurance). Such costs and expenses include but are not limited to (a) £35 plus vat for placing each pallet into storage (b) £35 plus vat for removing each pallet out of storage ready for delivery (c) £15 plus vat for storage per pallet per week, or part thereof. The Supplier is entitled at its sole discretion to invoice at any time for the full cost of the Goods and for all related costs and expenses for storage.
4.10			If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.11			The Supplier 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 the Customer to cancel any other instalment.
4.12			Unless otherwise stated in the Quotation, the materials listed in the Quotation will generally be supplied on 3m x 1.25m non-stackable pallets and the Customer is solely responsible for unloading the Goods at the Delivery Location. All Goods will be unloaded immediately on arrival at the Delivery Location, otherwise waiting time will be charged at £60+VAT per hour after any delay of 30 minutes or more duration. The Customer is liable for any damage caused on unloading.
4.13			The Customer shall be responsible for obtaining and paying for all necessary import / export licences, permits, duties, tolls, levies and / or charges and any other authorisation documentation necessary to transport and import Goods overseas or internationally.
4.14			The Customer accepts the responsibility to obtain the specific Dales Operating & Maintenance manual(s) and maintain all goods in accordance with the same.
4.15			Any special restrictions regarding delivery times or types of vehicles, for example vehicles required to be registered as FORS Silver or above and/ or CLOCS – Construction Logistics and Community Safety must be conveyed in the Customer’s original purchase order and may incur additional charges
4.16			No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.
5.0			Quality
5.1			The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall, in order priority:
	(a)		subject to clause 3, conform with the Specification; and
	(b)		be free from material defects in design, material, and workmanship; and
	(c)		be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2			Subject to clause 5.3, if:
	(a)		the Customer gives notice in writing to the Supplier during the warranty period within five Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1. Such notice must give full details of the issues the Customer has with the Goods and include date stamped photographs; and
	(b)		the Supplier is given a reasonable opportunity of examining such Goods; and
	(c)		the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, and if the Supplier agrees that the Goods are defective, the Supplier shall, at its option, repair or replace the defective Goods (or parts thereof) within a reasonable time or refund the price of the defective Goods (or parts thereof) in full. The Supplier shall have no further liability for the defective Goods.
5.3			The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
	(a)		the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
	(b)		the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same.
	(c)		the defect arises because of the Supplier following any drawing, design or Specification supplied by the Customer.
	(d)		the Customer alters or repairs such Goods without the written consent of the Supplier.
	(e)		the defect arises because of carelessness, improper treatment, fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions or deleterious environmental factor
	(f)		the Goods differ from the Specification because of changes made to ensure they comply with applicable statutory or regulatory requirements or altered in accordance with clause 3.3; or
	(g)		the Customer has not paid the Supplier in accordance with clause 7.
5.4			Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5			All warranties, condition and other terms implied by statute or common law including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6			These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.7			The Supplier shall not be liable in respect of any defect which may occur in any previously existing system to which the Goods may be connected unless and to the extent that such defect is directly caused by a defect in the Goods for which the Supplier would be liable under this clause.
5.8			The Supplier will charge for any visits to site caused by the Customer or any user’s failure to properly install or maintain the Goods in accordance with Supplier’s instructions (see clause 5.3(b)) or use the Goods in accordance with normal practice.
5.9			The design liability of the Supplier will be limited to the reasonable skill and care of a specialist sheet-metal fabricator.
5.10			The Customer accepts that:
	(a)		Applications for guarantees that may be provided by the Supplier can only be considered by the Supplier if the Supplier’s Guarantee Application form is completed and the guarantee is requested in writing on the order at the point the order is placed.
	(b)		The Customer’s submission of the Supplier’s Guarantee Application form does not bind the Supplier to provide any such guarantee.
5.11			The Supplier may agree upon receiving the Customer’s written request to provide a guarantee for a period strictly defined by the Supplier and that shall not exceed 25 years in any circumstances. Any such guarantee will not apply until a written copy, dated, and signed by the Supplier’s Managing Director is obtained by the Customer. Any guarantee is subject to these terms and conditions in their entirety and the following items are excluded unless otherwise explicitly agreed within the gurantee document; fixings, any items with edges cut on site (unless adequately sealed), any cast-aluminium items, any touch-up or other site-applied paint or other site-applied coating, polyester powder coating to fixings, any gaskets and or seals.
5.12			When applying for a guarantee, the Customer is required to inform the Supplier of any potentially adverse environmental factors within a 10km radius of the project, such as, but not limited to; chemical plants, railway stations, goods yards, other source of pollutants or coastal or marine environment that the Supplier, at its sole discretion, considers may affect the performance of any product the Supplier has provided that is subject of a Supplier-guarantee.
5.13			The Customer's order must specify that the Supplier’s Materials should be polyester powder coated to Basic Marine Specification or Qualicoat2 Marine Specification or other coating specification as noted in the Supplier’s Quotation.
5.14			When the Customer places an order to produce prototype(s) of bespoke items contained in the Supplier’s Quotation the Customer accepts:
	(a)		That the purpose of the prototype will be to establish the quality standards that the Supplier may achieve for the benefit of all relevant parties to the contract.
	(b)		The Supplier’s reasonable costs of the prototype(s) which will be invoiced on the date that the prototype(s) is first available at the Supplier’s premises.
	(c)		If the Customer subsequently orders the Supplier’s relevant project Quotation in its entirety, then the Supplier may deduct the cost of the prototype from the total cost of the relevant Quotation at its sole discretion.
	(d)		That if the prototype(s) do not meet the necessary quality standard required, the Supplier or Customer may elect to terminate the contract, and all costs incurred by the Supplier including, but not limited to; subcontract costs, tooling, materials, overhead and factory costs, will become payable by the Customer without the Supplier incurring liability for damages including consequential, or other costs, however foreseeable.
6.0			Title and risk
6.1			The risk in the Goods shall pass to the Customer on completion of delivery as defined in clause 4.
6.2			Title to the Goods shall not pass to the Customer until the earlier of:
	(a)		the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods and / or services that the Supplier 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; and
	(b)		the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3			Until title to the Goods has passed to the Customer, the Customer shall:
	(a)		store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.
	(b)		not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.
	(c)		maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
	(d)		notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
	(e)		give the Supplier such information relating to the Goods as the Supplier may require from time to time, including but not limited to the Products and the ongoing financial position of the Customer.
6.4			Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
	(a)		it does so as principal and not as the Supplier’s agent; and
	(b)		title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5			If at any time before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Supplier may have:
	(a)		the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
	(b)		the Supplier may at any time:
		(i)	require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
		(ii)	if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them. Without further notice to the Customer, the Supplier may then resell all or any of the Goods using such terms and conditions as the Supplier may in its discretion determine.
7.0			Price and payment
7.1			The Supplier will decide whether to carry out a credit check on the Customer and will then decide on the credit limit (“Credit Limit”) and payment terms which will be notified to the Customer.
7.2			At any time, the Supplier reserves the right to require payment in advance of the Goods being supplied. Where no such written notice of advance payment is made, the payment terms will be as set out below.
7.3			The Customer acknowledges and agrees that the Supplier can revoke a Supplier’s Credit Limit at any time, and for any reason, and make a demand for payment of all sums owing forthwith. If the Credit Limit provided to the Customer is exceeded (or likely to be exceeded by virtue of the making of a Delivery) then the Supplier reserves the right to place the Customer account on stop until such time that the Customer brings the account back within the Supplier’s Credit Limit.
7.4			The price of the Goods shall be the price set out in the Sales Order Acknowledgement, or, if no price is quoted, the price set out in the Supplier’s published price list or such documents that the Supplier is able to provide to assist in the process of valuation.
7.5			The Supplier may, by giving notice to the Customer at any time up to three Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
	(a)		any factor beyond the Supplier’s control (including but not limited to foreign exchange fluctuations, costs due to none-tariff-barriers to trade, increases in taxes and duties, increases in labour, materials and other manufacturing or delivery costs, any variations and or clarification to any third-party activities which may affect the Supplier’s position after the Supplier has issued their Sales Order Acknowledgement);
	(b)		any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
	(c)		any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
	(d)		storage costs further to the section titled “Delivery” above.
7.6			The price of the Goods:
	(a)		excludes amounts in respect of value added tax (VAT), excise, sales taxes, any international or other tariffs, levies or duties of a similar nature which are imposed or charged by any competent fiscal authority which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and
	(b)		includes the costs and charges of standard packaging, and transport of the Goods, which shall be invoiced to the Customer; and
	(c)		excludes the cost of unloading, or specialist packaging materials and/ or pallets, e.g. crane-able pallets.
	(d)		in the Supplier’s quotation or price list do not include for the supply or design of any supplementary items such as, but not limited to; insulation, thermal breaks, plywood, vapour barrier, fire protection, insect mesh or mastic/sealant (other than gutter sealant); any reference to bill pages, specifications or drawings is listed for information only
	(e)		does not include the cost of “Special Fixings” and if deemed a requirement, either by the Supplier or Customer, such Special Fixings will be charged by the Supplier as an extra to the contract. The Supplier is not liable for any consequential damages arising as a result of the use or specification of any such special fixings.
	(f)		The customer accepts the costs and liability for ensuring that any substrate & primary structure is adequate and suitable and accepts that it must conduct pull-out or other suitable tests for any fixings, special or otherwise, that the Supplier provides.
7.7			The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. Where delivery is delayed due to the Customer’s instructions, the Supplier may invoice the Customer on the original agreed delivery date.
7.8			Time for payment shall be the essence of the contract and unless stated elsewhere in these Conditions, the Customer shall pay each invoice submitted by the Supplier:
	(a)		within 30 calendar days of the end of the month in which the invoice was raised (the “Due Date”) or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
	(b)		in full and in cleared funds to a bank account nominated in writing by the Supplier, and
	(c)		in the currency stated on the invoice. If no currency is stated, the default currency is pounds sterling.
	(d)		Any requirement from the Customer for credit terms that exceed the duration set out in 7.8(a) above must be raised before any purchase order is placed by the Customer and expressly accepted in writing by a Director of the Supplier, without exception.
7.9			Receipts for payment will be issued only upon request.
7.10			If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9 (Termination), the Supplier may;
	(a)		appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and,
	(b)		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 10 will accrue each day at 8% per annum above the Bank of England’s base rate from time to time, but at 8% per annum for any period when that base rate is below 0%, in addition to any further statutory right of compensation that the Supplier is entitled to rely upon
7.11			In addition to the Supplier’s rights under clause 7.7, if the Customer fails to pay any monies by the Due Date, all discounts shown on the Sales Order Acknowledgement will be immediately revoked and the Supplier reserves the right to place the Customer account on stop until such time that the Customer brings the account back within the Supplier’s Credit Limit and to review any previously notified Credit Limit, which may result in payment on account being required from the Customer before future Goods will be released.
7.12			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).
7.13			The Customer accepts that the Supplier;
	(a)		incurs costs for coating small batches with architectural powder coatings, which may be substantial and may not be apparent until the specific colour reference is confirmed.
	(b)		has the right to invoice the Customer the full amount for each such cost that the Supplier incurs.
	(c)		may apply small batch coating charges (AKA small order coating surcharges) to products coated in any architectural powder coating colour, including the Supplier’s range of "Standard" architectural polyester powder coating colours.
7.14			The Supplier may agree to prepare its detail proposal drawings based on templates produced and supplied by others, and the Supplier may raise additional invoices for such preparative work.
	(a)		Due to the substantial variation in the quality of templates that are supplied, after the templates are received and the drawing work commences, the Supplier reserves the right to amend any charges that may have been agreed prior to the drawing work commencing.
	(b)		All detail proposal drawings that the Supplier prepares to templates will be issued and will require the Customer’s approval before manufacture can commence.
	(c)		Any templates provided become the property of the Supplier and may be retained for inspection or collection at the Supplier’s premises for a period of four weeks after the relevant materials have been delivered to the Customer, after which they may be disposed of.
	(d)		The Supplier’s design and manufacture lead times may be extended by the preparation of detail drawings to templates.
7.15			The Customer accepts that certain of the Supplier’s Materials will incur comparatively high initial production costs, examples include, but are not limited to, anodised products and or curved extruded aluminium profiles, and such Materials may require the purchase of special alloy aluminium, anodising dyes and the anodising or section bending process itself or special toolin, when these Materials are ordered scheduled pro forma or on account payments will be required before delivery to site of any finished materials can be made: Typically, an on account or pro forma payments schedule will be:
	(a)		20% of the Suppliers Quotation for purchase of any special alloy material and or any anodising dyes and or special tooling; and,
	(b)		30% of the Suppliers Quotation for purchase of the special process itself.
7.16			The Customer accepts:
	(a)		That when the Supplier is required to design using 3D modelling software, eg AutoDesk Revitt, lead times for the preparation of its proposal drawings or 3D models may be longer than those contained in the Supplier’s Quotation and the Supplier is not liable for any costs, however they may arise, due to the increased design time that results from the requirement for 3D modelling.
	(b)		Liability for the costs of the Supplier’s increased design time incurred due to the requirement for 3D modelling.
8.0			Limitation of liability
8.1			The Supplier has obtained insurance cover in respect of its own legal liability for individual claims and has therefore set a limit of liability per Contract. The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss. In setting a limit of liability per Contract, the Supplier has also taken into consideration the net worth of the Supplier and future insurance increases in relation to any claims arising.
8.2			The restrictions on liability in this clause 8 apply to every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3			Nothing in this Contract limits any liability which cannot legally be limited, including 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
8.4			Subject to clause 8.3, the Supplier’s total liability to the Customer shall not exceed whichever is the greater of either:
	(a)		£300,000, or;
	(b)		20% of the Supplier’s Net Worth at the time the Supplier sent its last order acknowledgement to the Customer.
8.5			Subject to clause 8.3, the following types of loss are wholly excluded:
	(a)		loss of profits.
	(b)		loss of sales or business.
	(c)		loss of agreements or contracts.
	(d)		loss of anticipated savings.
	(e)		loss of use or corruption of software, data, or information.
	(f)		loss of or damage to goodwill.
	(g)		indirect or consequential loss.
8.6			Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period (“Notice Period”) and complies in full with the requirements of this clause, the Supplier 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 and shall expire 10 Business Days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail including date stamped photographs.
8.7			This clause 8 shall survive termination of the Contract.
9.0			Termination
9.1			Without limiting its other rights or remedies, the Supplier may terminate this Contract (or suspend deliveries) with immediate effect by giving written notice to the Customer if:
	(a)		the Customer fails to pay any undisputed amount due under this agreement on the Due Date and remains in default not less than 7 calendar days after being notified in writing to make such payment.
	(b)		the Customer commits a material breach of any other term of this agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 7 calendar days after being notified in writing to do so.
	(c)		the Customer repeatedly breaches any of the terms of this agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
	(d)		the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2).
	(e)		the Customer begins negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with any of its creditors.
	(f)		the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986.
	(g)		a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company, limited liability partnership or partnership);
	(h)		an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the Customer.
		(i)	the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver.
		(j)	a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer.
	(k)		a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 7 calendar days.
	(l)		any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or like any of the events mentioned in clause 9.1(d) to clause 9.1(k) inclusive.
	(m)		the Customer suspends, threatens to suspend, ceases, or threatens to cease, to carry on all or substantially the whole of its business.
	(n)		the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
	(o)		the Supplier is unable to obtain trade debt insurance in relation to the Customer.
	(p)		there are variations and or clarification to any third-party activities that affect the Supplier’s position after the Supplier has issued their Sales Order Acknowledgement.
	(q)		The Supplier becomes aware of adverse information regarding the Customer from any other source.
9.2			Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(o), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3			Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any invoice under the Contract on the Due Date.
9.4			On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5			Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at 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.
9.6			Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10.0			Force majeure
10.1			The Supplier shall not 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 a Force Majeure Event. In such circumstances the Supplier shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the Supplier may terminate this agreement by giving 14 calendar days’ written notice to the Customer.
11.0			Intellectual property rights
11.1			All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by the Supplier.
11.2			Where a Sales Order Acknowledgement is issued for Goods, subject to the Supplier supplying all Goods on the Sales Order Acknowledgement and subject to all sums due and payable having been paid, the Customer shall have an irrevocable royalty-free, non-exclusive licence (“Licence”) to copy and use the Intellectual Property Rights in or arising out of or in connection with the Goods for any purpose relating to the project (“Project”) where the Goods were installed. Such licence is limited to the construction, completion, maintenance, refurbishment, and repair of the Project. Where no Sales Order Acknowledgement is issued, or where the Goods listed are not supplied, or where sums due and payable have not been paid, the Customer has no Licence to use the Supplier’s Intellectual Property Rights. The Supplier shall not be liable for any such use by the Customer or any third party of any of the Intellectual Property Rights for any purpose other than that for which they were prepared.
11.3			The Customer acknowledges that, in respect of any third-party Intellectual Property Rights in the Goods, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer. The Customer is responsible for the any costs arising from such licence.
11.4			All Supplier Materials are the exclusive property of the Supplier.
11.5			The Supplier has prepared to its cost, in time, research & development or other expenses, intellectual property relating to its products that includes, but is not limited to; 3D models, BIM models, NBS (or other specification) clauses, product literature or The Supplier drawings or preliminary sketches, which it regularly provides to recipients involved in the specification (and resulting purchase) of building products on specific (or other) construction projects on a bilateral contract basis in exchange for the consideration of the resulting purchase of The Supplier products by the recipient and or other interested parties on such construction projects: The use of intellectual property owned and issued by The Supplier is for the sole purpose of specification and or purchase of The Supplier products, any other use of that intellectual property by the recipient and or parties associated or otherwise shown to be connected with the recipient may constitute a breach of contract, copyright infringement or other civil wrong by the recipient and or their associated parties and will be pursued robustly and vigorously by The Supplier.
11.6			Dales Fabrications Limited holds Trademarks for the triangular logo and stylised ‘Dales’, hence these may not be reproduced without the express written permission from a Director of Dales Fabrications Limited (“the Supplier”).
11.7
12.0			General
12.1			Assignment and other dealings.
	(a)		The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
	(b)		The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2			After the Supplier has acknowledged the Customer’s order, that order may be cancelled by the customer only with the written agreement of the Supplier’s Directors, which will incur a cancellation fee. The cancellation fee will be the full order value less any reasonable mitigation, including, but not limited to, any avoidable; administrative costs, project management costs, finishing costs, transport costs, labour costs, subcontractor costs and the value of the materials (such value being the higher of its salvage value or the value if returned to its original supplier after any re-stocking fees have been applied). Payment of any cancellation fee does not confer any rights of ownership or licence rights over the intellectual property rights of the Supplier including, but not limited to, copyright, patents or design rights. The Customer shall pay such amendment or cancellation fees within seven calendar days of the date of invoice.
12.3			Confidentiality: Confidential Information is any information of a confidential nature concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of its Group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
	(a)		Each party undertakes that it shall not at any time and for a period of five years after termination of the Contract (unless the Sellers written notification extends that period), disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.3(b).
	(b)		Each party may disclose the other party’s Confidential Information:
		(i)	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 the Contract. 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 12.3; and
		(ii)	as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
	(c)		Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. No licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
12.4			Entire agreement.
	(a)		This 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.
	(b)		Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.5			Variation. No variation to the terms of this Contract shall be effective unless it is in writing and signed by the Customer and a Director of the Supplier. This clause does not affect any changes in the specification or quantities of the Goods delivered.
12.6			Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.7			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 this agreement. If any provision of the Contract is deemed deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.8			Notices to the Supplier.
	(a)		Any notice or other communication to be given to the Supplier under or in connection with the Contract shall be in writing and shall be:
		(i)	delivered by hand or by pre-paid first-class post or other next working day delivery service to the Supplier’s registered office, and in addition
		(ii)	sent by email to legal@dales-eaves.co.uk with the subject line marked “URGENT”.
	(b)		Any notice or communication shall be deemed to have been received by the Supplier:
		(i)	if delivered by hand, on signature of a delivery receipt; and
		(ii)	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)		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.
12.9			Notices to the Customer. Any notice or other communication to be given to the Customer shall be given in writing which shall mean by any effective means including but not limited to email; or by post to the Customer’s address specified in the Supplier’s Order Acknowledgment and shall be deemed to be received on the next working day after being sent.
12.10			Subcontracting. The Supplier may subcontract any of its obligations.
12.11			Collateral Warranty The Supplier is not obligated to enter any collateral warranty on any contract and may charge a fee to conduct a no-obligation review of any collateral warranty requested. Should a collateral warranty be agreed then a separate fee for consideration will apply: The fee will be determined by the Directors of the Supplier and will be due for payment by the Customer 7 days after the collateral warranty has been signed & returned by the Supplier. All collateral warranties requested must be provided for inspection by the Directors of the Supplier before any order for materials is accepted.
12.12			Specific Tooling The Customer agrees that the Supplier retains the title of any specific tooling, including, but not limited to, any die, jig, fixture, mould, pattern, template, gauge, testing device, or other items that is purchased or specially constructed for use in the manufacture of the products contained in any given quotation.
12.13			Third party rights. 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.
12.14			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.
12.15			Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
13.0			Website
13.1.1			Web related terms/ conditions “Our Site” means www.dales-eaves.co.uk, a website that belongs to Dales Fabrications Limited, a company registered in England under 01488972, whose registered address is Crompton Road, Ilkeston, Derbyshire, DE7 4BG. “Content” means all text, images, audio, video, scripts, code, software, databases and any other form of information that appears on, or forms part of, Our Site, or other literature, documentation or correspondence belonging to us. “User” means a user of Our Site. “We/Us/Our/Supplier” means Dales Fabrications Limited, a company registered in England under 01488972, whose registered address and trading address is Crompton Road, Ilkeston, Derbyshire, DE7 4BG.
13.1.2			This section, together with all other documents referred to herein, set out the terms of use under which a User may use the website www.dales-eaves.co.uk (“Our Site”). Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of Our Site. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Site immediately.
			Access
13.2			It is your responsibility to make all arrangements necessary in order to access Our Site.
13.3			Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
			Accounts
13.3.1			Certain parts of Our Site may require an Account in order to access them. When creating an Account, the information you provide must be accurate and complete. If any of your information changes later, it is your responsibility to ensure that your Account is kept up to date.
13.3.2			You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
13.3.3			You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
13.3.4			Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the law.
13.3.5			If you wish to close your Account, you may do so at any time by contacting us. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access.
			Acceptable Usage Policy
13.3.6			You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause. Specifically:
	(a)		You must ensure that you comply fully with all applicable local, national, and international laws and/or regulations.
	(b)		You must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent.
	(c)		You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
	(d)		You must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
	(e)		We reserve the right to suspend or terminate your Account and/or your access to Our Site if you materially breach the provisions of this Clause or any of the other provisions of these Terms and Conditions. Specifically, we may take one or more of the following actions:
		(i)	suspend, whether temporarily or permanently, your Account and/or your right to access Our Site.
		(ii)	take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach.
		(iv)	take further legal action against you as appropriate.
		(v)	disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
		(vi)	any other actions which We deem reasonably appropriate (and lawful).
			Links to Our Site
13.3.7			You may link to Our Site provided that:
	(a)		You do so in a fair and legal manner.
	(b)		You do not do so in a manner that suggests any form of association, endorsement, or approval on Our part where none exists.
	(c)		You do not use any logos or trademarks displayed on Our Site without Our express written permission; and
	(d)		You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
13.3.8			You may not link to Our Site from any other site the content of which contains material that is
	(a)		obscene, deliberately offensive, hateful or is otherwise inflammatory.
	(b)		promotes or assists in any form of unlawful activity,
	(c)		discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age.
	(e)		is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person.
	(f)		is calculated or is otherwise likely to deceive.
	(g)		is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy or implies any form of affiliation with Us where none exists.
	(h)		infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks, and database rights) of any other party; or is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
			Links to Other Sites
13.4			Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third-party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.
13.5			Insofar as is permitted by law, we make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
			Disclaimers and Legal Rights
13.6			Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.
13.7			We make reasonable efforts to ensure that Our Content on Our Site is complete, accurate, and up to date. We do not, however, make any representations, warranties, or guarantees (whether express or implied) that such Content is complete, accurate, or up to date.
			Our Liability (Website specific)
13.8			To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (whether it is provided by Us or whether it is User Content) included on Our Site.
13.9			To the fullest extent permissible by law, we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content (included on Our Site.
13.10			We accept no liability for loss of profits, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
13.11			We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship. We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware. We do not, however, guarantee that Our Site is secure or free from viruses or other malware and accept no liability in respect of the same.
13.12			You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
13.13			You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
13.14			You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
13.15			You must not attack Our Site by means of a denial-of-service attack, a distributed denial of service attack, or by any other means.
13.16			Any and all breaches of the Computer Misuse Act 1990 will be reported to the relevant law enforcement authorities, and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
			Data Protection
13.17			All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
			Communications from Us
13.18			We will send you marketing emails where we consider we have a reasonable legitimate business interest, and you may opt out of providing such consent at any time by contacting us or activating any unsubscribe option that may be contained within emails. If you opt out of receiving emails from us at any time, it may take up to 10 business days for your new preferences to take effect.