TERMS & CONDITIONS

1. Interpretations

1.1 Definitions

Company means TP Improvements Ltd, registered company number 11230842 and office is at Unit 16, Mole Business Park, Leatherhead, Surrey, KT22 7BA.

Completion has the meaning in clause 4.10.

Contract means the contract between the Company and the Customer for the sale of the Goods
and provision of the Services in accordance with the Order, these Terms and
Conditions and the Warranty Terms.

Customer or you means the person, firm or company from whom the Order is accepted by the Company on these Terms and Conditions.

Contract Price means the Initial Contract Price or Final Contract Price as the context requires.

Cooling off Period means the period of 14 days from the Date of the Contract in which the Customer can terminate the Contract without any liability provided the Customer has not elected for performance of the Services to commence immediately.

Delivery means delivery of the Goods on the agreed Delivery Dates when Goods leave the Company’s premises or at the time the Customer collects the Goods from the Company’s premises.

Delivery Dates means dates for Delivery in accordance with clause 5.1. Deposit means the deposit for Goods and Services required in accordance with clause 4.2.

Estimated Contract Price means the price for Goods and Services calculated in accordance with clause 4.3.

Final Contract Price means the price for Goods and Services calculated in accordance with clause 4.3 and includes any change in price as a result of the Final Technical Survey and the Survey Fee.

Final Technical Survey means the survey carried out in accordance with clause 3.

Goods means the goods set out in the Order.

Installation Address means the address indicated by the Customer in the Order for the installation of the Goods.

Installation Date means the date(s) of installation of the Goods in accordance with clause 5.1.

Insurance Backed Guarantee means a guarantee provided by an insurance company appointed by the Company to the Customer in accordance with clause 7.7 in relation to the Workmanship Guarantee if the Company ceased trading during the warranty period of the Workmanship Guarantee.

Lead Time means the time period to receive Goods from the manufacturers from date of the Order up to and including the estimated Installation Date.

Make Good means making good in accordance with clause 6.5.

Manufacturer means the manufacturer of the Goods or part thereof.

Order means the Customer’s order for the Goods and Services, as set out above.

Services means the services to be provided by the Company as set out in the Order at the Installation Address.

Snags means minor defects post installation which the Company must Make Good but which otherwise do not prevent the use of the Goods for its intended purpose.

Survey Fee means the fee payable by the Customer as set out in the Order for the Final Technical Survey in the event stated in clause 4.3.

Terms & Conditions means these terms and conditions

Warranty Terms means additional terms of a Manufacturer of Goods and/or the Company’s Workmanship Warranty.

Workmanship Warranty means the warranty issued in accordance with clause 7.6 in the form of the template
at Schedule 1.

1.2 Interpretation

1.2.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A
reference to legislation or a legislative provision includes all subordinate legislation made under that
legislation or legislative provision.

1.2.2 A reference to writing or written includes email.

2. Basis of contract

2.1 The Customer agrees to purchase the Goods and Services specified in the Order. The terms of the Contract 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 and Services in accordance with these Terms and Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Company accepts the Order by signing it, at which point the Contract shall come into existence.

2.4 A quotation for the Goods and Services given by the Company shall not constitute an offer. A quotation shall only be valid for a period stated in the quotation failing which a period of 20 working days from its date of issue.

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

3. Final Technical Survey

3.1 This Contract is conditional on our Final Technical Survey of the estimated works.

3.2 The Final Technical Survey will be carried out in daylight hours on a day agreed with you in advance by a surveyor appointed by the Company.

3.3 The Company reserves the right to cancel this Order in the event that the surveyor concludes in its own expert opinion that that the Company cannot fulfil its obligations to the Customer within the terms of the Contract including the Contract Price. The surveyor’s opinion is final. In this event, any deposit or monies in respect of the Contract already paid by the Customer will be refunded in full by the Company without any further liability of the Company.

3.4 Where the Customer requests and the Company agrees to use measurements provided by the Customer or the Customer’s builder acting on behalf of the Customer without undertaking its own Final Technical Survey, the Customer agrees that the Company will not be liable for unfit Goods as a result of incorrect measurements and the Customer shall be liable to pay for the Goods in full.

4. Price, Payment

4.1 The Contract Price:

4.1.1 excludes amounts in respect of VAT, which you shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and includes the costs of packaging and transportation of the Goods.

4.1.2 A Deposit as set out in the Order is required in cleared funds to enable us to proceed with the Order and order Goods for manufacture.

4.3 The Estimated Contract Price in the quotation provided by the Company is prepared based on an initial estimate. The Final Contract Price for the Goods and Services is subject to the Final Technical Survey and is as set out in the Order. The Estimated Contract Price from quotation sent may change as a result of the Final Technical Survey. The Customer will incur a Survey Fee of £150, should they have the Final Survey carried out and then decide not to go ahead.

4.4 Payment shall be made in accordance with the payment milestones set out in the Order. Payment can be made to the Company by bank transfer at the Bank Account designated by the Company in the Order or cash. Interest shall apply to any outstanding balances not paid in full by the Customer by the due dates set out in the Order at a daily interest rate of 2.5% above the base rate of the Bank of England.

4.5 The Contract Price may be increased to cover any extras requested by you, variations, additional fixings or additional work caused by adverse physical conditions, for example unusual obstructions or groundworks. Any such increase will be agreed with the Customer in writing including email prior to the commencement of any such work.

4.6 Any insurance work must be paid for by the Customer and then claimed back from the insurance company by the Customer.

4.7 No warranties or guarantees under clause 7 will be issued until full and final payment has been made.

4.8 The Customer shall not withhold payment in relation to installations that have been substantially completed and where the Company is only attending to items needing attention or to be rectified before installation is fully complete (“Snags”). Without prejudice to any other rights and remedies which the Company have may in law, any amount withheld will be deemed late payment and subject to late payment interest.

5. Delivery, Risk and Title

5.1 The Company will advise you on estimated Delivery Date and estimated Installation Date and will use commercially reasonable efforts to meet these dates. The Company will use its reasonable endeavours to provide the Customer with Lead Time. Lead Time is dependent on third party suppliers and manufacturers and is not of the essence. The Company will keep the Customer updated of any changes.

5.2 Orders for Goods can be held up in their factory or with suppliers due to manufacturing issues or installers may encounter unforeseen problems with suppliers, transportation or personnel. Delivery Dates and Installation Dates may as a result they may be delayed. The Customer acknowledges and agrees that Delivery Dates and Installation Dates are approximates only and date and time is not of the essence. We will however endeavour to notify you via email or telephone at the earliest opportunity if it is likely that Delivery and installation will be delayed. Whilst we will use our best commercial efforts to work with in conjunction with other projects at the Installation Site which takes place in or around the same time as our work, we cannot be held liable for any delays that may result to those other works. We usually recommend other renovation works to be carried out after the installation in order to avoid any damages.

5.3 Sometimes our installers experience unforeseen problems which mean that the estimated time for completion of your installation may overrun. You agree that these matters will be outside of our control and that we will not be held liable. In the event that installation is not completed on the agreed Installation Date, the Company will agree with the Customer on additional Installation Dates to complete the installation.

5.4 Goods set out in the Order are individually manufactured, and any Goods not used in their intended Installation Address cannot be used at another property and if not used by the Customer at the Installation Address, the Contract Price will not be refundable.

5.5 Risk shall pass to the Customer on installation of Goods, see Clause 6.9.

5.6 Notwithstanding that the risk in the Goods has passed to the Customer on Delivery, the title in the Goods shall remain with the Company (which reserves the right to possession and to dispose of the Goods) until such time that payment has been received in full by the Company and cleared through the Company’s bank account.

6. Installation

6.1 The Customer agrees to permit access to the Company, its workmen, installers to the Installation Address at all reasonable times in order that the Company may carry out the installation. If, within 28 days of being advised that the company is ready to install, the Customer has not agreed to an Installation Date, the Customer will be liable for the reasonable losses incurred.

6.2 The Customer will provide free use of a reasonable amount of water and electricity during installation.

6.3 The Customer will be responsible for removing any furniture or possessions from the room where installation takes place including curtains, blinds, ornaments from window sills. Areas where the installers will be carrying out installation work should be cleared prior to them commencing work. The Company shall not be liable for any fixings lost.

6.4 The Customer acknowledges that during the course of the installation, there will be some disruptions for example disturbance and dust. The Company will take all reasonable care of the Customer’s property when carrying out the work but cannot accept liability for damage or re-decoration unless shown to be caused by the Company’s lack of care or negligence.

6.5 In respect of replacement of existing windows or doors carried out by the Company, the Company will make good any plaster, floor, brickwork or rendering surrounding any installation, but cannot undertake to repair damage to surrounding architraves unless agreed in writing by the parties and included in the Contract Price. You agree to adequately cover all surfaces or furniture which cannot be moved before the installation. We also will cover using our own dust sheets, but will not be liable if damage occurs to surfaces/furniture that cannot be moved and have been covered by you.

6.6 In respect of renovation sites or new builds, you agree that the builder or any other applicable trades person who is responsible for internal finishing the site will attend to the tasks of plastering, internal trims etc. and you should agree applicable terms including costs with them. The Company shall not be liable for such works.

6.7 Whilst we will endeavour to ensure any making-good matches existing finishes we will not be able to guarantee this, particularly where weathering has occurred or because of non-availability of matching materials.

6.8 It may not be possible for our surveyor to detect any structural instability or defect at the Installation Address. We will not be liable for any damage resulting from existing structural or other defects at the Installation Address. If structural problems are discovered to exist, the Customer will be notified promptly on any alterations in the installation that may need to take place due to these. Any additional cost or changes will be agreed in writing and you must still pay the Final Contract Price in full, unless any changes in price that would have been agreed by both parties.

6.9 If any Goods are found to be damaged or faulty, the Company will assist the Customer in obtaining repair or replacement of the relevant Goods as soon as practicable. Customer shall inspect and notify the Company of any damage, scratches and marks to the Goods or any Snags as soon as they come to the Customer’s attention and in any event no later 72 hours of installation. The Company will not be liable for any such visible defects notified outside this timeframe. The Customer agrees that repair or replacement of the Goods are subject to the manufacturer’s terms including Warranty Terms.

6.10 The Contract Price does not include for the repair or replacement of any rotten timber, defective lintels, hidden services or hazardous materials such as asbestos found during the course of carrying out the works or for the repair otherwise of any other structural defects unless such work is specified in the Order. Any such work found to be necessary will be brought to the attention of the Customer and will be the subject of a separate quotation.

6.11 The Company does not move fixtures or fittings which are ancillary to the basic structure of the property e.g. radiators, pipes, electricity, telephone, or television cables, does not disconnect or reconnect any alarm system connected to your doors/windows. The Customer shall remove all such fixtures and fitting including curtains, nets and blinds, before the installation is due to commence and refit them after installation. The Company does not take any responsibility for damage caused to any of the above if not removed by the Customer before installation. The Company reserves the right to charge for wasted time if it is unable to carry out work due to site specific restrictions/ conditions such as scaffolding, restricted access to the site of part of it for installation or incomplete third-party work such as building works. The Customer shall notify the Company of any such restrictions ahead of the Installation Date, failing which it shall be liable for reasonable wasted costs.

6.12 No undertaking is given that the Customer’s existing doors, windows and/or frames can be removed so as to be fit for re-use or any other purpose. Unless otherwise instructed in the Order, they will be removed from the site and disposed. Reasonable efforts will be made to protect and clean working areas as far as practicable.

6.13 The Customer shall be deemed to have accepted the Goods if not rejected within twenty-four hours of Delivery and installation.

7. Warranties and Exclusions

7.1 Any product guarantee in relation to the Goods will come into effect immediately upon completion of the works provided that the full Contract Price has been received (less any agreed amount in the event of defects) by the Company by the due date. The Customer can still seek remedy using their legal statutory rights.

7.2 In relation to Goods, the following warranties apply:

7.2.1 All profiles PVCu, Timber and Aluminium products are supplied with a ten-year Manufacturer’s guarantee.
7.2.2 Sealed Units, Fascia & Soffits carry the Manufacturer’s five-year guarantee.
7.2.3 All guttering and hardware furniture carry a one year the Manufacturer’s guarantee.

7.3 Quality of all materials used in the Goods will be industry acceptable standards. In the event of a dispute the opinion of an industry expert appointed by the Company shall be final.

7.4 Warranties are subject to additional Warranty Terms.

7.5 On completion of installation and subject to clause 4.8, the Customer will be issued with a Certass Building Regulation Compliance Certificate for qualifying installations such as windows, and exterior doors to confirm the installation was carried out in compliance with prevailing building legislation.

7.6 Any new build work including extensions and Goods not registered with Certass, Customer or building firm instructed by Customer will be responsible to organise and directly contact applicable Building Control Services for sign off approval.

7.7 On completion of the installation, the Company will provide a Workmanship Guarantee in relation to the installation.

7.8 The Company will provide a 10 Year QANW Insurance Backed Guarantee in relation to installations.

7.9 The Company does not claim or guarantee that the Goods including the fitting of double-glazing units eliminate
or even reduce the incidence of condensation.

7.10 The Company will repair or replace Goods which are or become defective by reason of faulty materials of workmanship in line with the applicable Manufacturer’s guarantee. Exclusions may apply to Manufacturer’s Guarantee and the Customer agrees that if such exclusion apply, a recourse will not be possible to the Company. If Goods are defective due to the Customer’s negligence or incorrect way of using the Goods contrary to the Manufacturer’s instructions manuals, the Customer will remain liable for the applicable payments set out in the Order or replacement Goods.

8. Termination

8.1 You have the right to terminate the Contract during the Cooling off Period unless you have instructed us to commence Services during the Cooling Period. Please see further details set out in the Order.

8.2 If you terminate the Contract after the Cooling Off Period or once the Services have commenced, we will refund any sums paid by you but we may deduct from that refund, reasonable compensation for the net costs we will incur as a result of your ending the contract for example production costs.

8.3 If either the Company or the Customer is in breach of any of the terms of the Contract, the other party may terminate the Contract provided it has given the other party at least six weeks’ prior notice to remedy the breach and such breach is not remedied in that notice period.

9. Liability

9.1 We cannot be held to be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events beyond our reasonable control including acts of god such as adverse weather conditions, storms, delays from our suppliers and pandemic. If the period of delay or non-performance continues for twelve weeks, the party not affected may terminate this Contract by giving two week’s written notice to the affected party.

9.2 Under no circumstances shall the Company be liable for any indirect or consequential losses, however caused.

9.3 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Company and you knew it might happen, for example, if you discussed it with us during the sales process.

9.4 We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

9.5 If you are a business, our liability to you will be limited to sums paid by you under the Order.

10. Miscellaneous

10.1 We use sub-contractors and installers to carry out the installation. We will be liable for any of their acts or omissions. However, we may recommend third party traders to carry out other works required on site, for example electrical works or groundwork. If you decide to use these traders, you agree to have such work carried out on terms agreed between you and such traders directly. We will not be liable for any loss or damage caused by their work.

10.2 We will only use your personal information as set out in the Company’s PRIVACY POLICY.

10.3 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives), except in relation to clause 4.5 where it can be done by email only.

10.4 Nothing in these terms and conditions shall be interpreted as excluding or restricting the statutory rights of the Customer.

10.5 Any term which by its nature is intended to survive termination of the Contract shall survive.

10.6 Should you have any problems with our service please refer to our COMPLAINTS POLICY.

10.7 The formation, construction and performance of this agreement or shall be governed in all by English Law and English Courts shall have exclusive jurisdiction.