1. Interpretation

    1. The following definitions and rules of interpretation shall apply to these terms and conditions:

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Calendar Day any day of a year (including Saturdays, Sundays and public holidays in England);

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 13.2;

Contract means the contract between the Supplier and the Customer for the sale and purchase of the Goods and Services in accordance with these Conditions;

Customer means the person or firm who purchases the Goods and Services from the Supplier;

Delivery Location has the meaning given in clause 4.3;

Force Majeure Event has the meaning given to it in clause 10.1;

Goods means the goods (or any part of them) set out in the Order;

Order means the Customer’s purchase order form as confirmed in writing by the Supplier in accordance with clause 2.3; 

Services means the installation of the Goods, outside, at the Delivery Location;

Specification means any specification for the Goods as set out in writing between the parties (and confirmed in the Order);

Supplier means GREAT WESTERN STRUCTURES LTD (registered with company number 12936814 and whose registered address is at 65 Alfred Road, Studio 110, London, United Kingdom W2 5EU).

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

    2. A reference to a party includes its successors and permitted assigns.

    3. 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.

    4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    5. A reference to writing or written includes email.

  1. Basis of contract

    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. The Order constitutes an offer by the Customer to purchase the Goods and Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

    3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point the Contract shall come into existence.

    4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

    5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s marketing material or on its website are produced for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. They shall not form part of the Contract nor have any contractual force.

  2. Goods and Services

    1. The Goods and Services are described in the Supplier’s marketing material and on its website, as modified by any applicable Specification.

    2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, 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. The Supplier reserves the right to amend the specification of the Goods or any Specification if required by any applicable statutory or regulatory requirements.

    4. The Supplier warrants to the Customer that the Services will be performed using reasonable care and skill. 

    5. The Services shall be supplied on the Delivery Date (as defined below).

  3. Delivery

    1. Lead times for delivery are usually between three and six weeks from the date on which the Contract comes into force in accordance with clause 2.3).

    2. The Supplier shall inform the Customer as soon as the Goods are ready for delivery and shall agree with the Customer the date on which they are to be delivered (Delivery Date).

    3. The Supplier shall deliver the Goods on the Delivery Date to the location set out in the Order or such other location as the parties may agree in writing. (Delivery Location). Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

    4. The Customer shall:

      1. co-operate with the supplier in all matters relating to the Services;

      2. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Delivery Location and other facilities as reasonably required by the Supplier; and

      3. ensure that the Delivery Location is prepared for the supply of the Services.

    5. 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 any other instructions that are relevant to the supply of the Goods or the Services.

    6. If the Supplier fails to deliver the Goods and perform the Services, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods and services of similar description and quality in the cheapest market available, less the price of the Goods and Services. The Supplier shall have no liability for any failure to deliver the Goods and perform the Services 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 any other instructions that are relevant to the supply of the Goods and Services.

  4. Quality

    1. The Supplier warrants that on delivery, and for a period of 12 months from the date of the Order (warranty period), the Goods shall:

      1. conform in all material respects with their description and any applicable Specification; and

      2. be free from material defects in design, material and workmanship.

    2. Due to the manufacturing process of the fabric, there may be slight inconsistencies in the polymeric coating which may create slight colour variations and small dispersion marks. The Customer acknowledges and agrees that such inconsistencies, colour variations and/or dispersion marks shall not constitute a breach of the warranty contained in clause 5.1.

    3. Subject to clause 5.4, if:

      1. the Customer gives notice in writing to the Supplier during the warranty period within 10 Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

      2. the Supplier is given a reasonable opportunity of examining such Goods; and

      3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    1. 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:

      1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;

      2. 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;

      3. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; 

      4. the Customer alters or repairs such Goods without the written consent of the Supplier;

      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

      6. the Goods differ from their description and/or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    2. 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.

    3. The terms implied by: 

      1. sections 13 to 15 of the Sale of Goods Act 1979; and

      2. sections 3, 4 and 5 of the Supply of Goods and Services Act 1982,

are, to the fullest extent permitted by law, excluded from the Contract.

    1. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

  1. Title and risk

    1. Title and risk in the Goods shall pass to the Customer on completion of delivery.

  2. Price and payment

    1. The price of the Goods and the Services shall be the price set out in the Order.

    2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and the Services to reflect any increase in the cost of the Goods and the Services that is due to:

      1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

      2. any request by the Customer to change the Delivery Date, quantities or types of Goods ordered, or the Specification; or

      3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

    3. The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

    4. The Supplier shall invoice the Customer for the Goods at the same time as sending it written acceptance of the Customer’s Order in accordance with clause 2.3.

    5. The Customer shall pay each invoice submitted by the Supplier:

      1. within seven Calendar Days of the invoice; and

      2. in full and in cleared funds to a bank account nominated in writing by the Supplier.

    6. 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).

  3. Limitation of liability

    1. Nothing in the Contract shall limit or exclude the Supplier’s liability for:

      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

      2. fraud or fraudulent misrepresentation; or

      3. any other liability which cannot be limited or excluded by applicable law.

    2. Subject to clause 8.1, the Supplier shall not be liable to the Customer, whether in Contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the agreement for:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or Contracts;

      4. loss of anticipated savings;

      5. loss of damage to goodwill;

      6. loss of opportunity; and/or

      7. any indirect or consequential loss.

    3. Subject to clause 8.1 and clause 8.2, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the price paid by the Customer to the Supplier under the Contract.

  4. Termination

    1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

      1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so;

      2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      3. the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

      4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

      5. the Customer’s financial position deteriorates so far as to reasonably justify the Supplier’s opinion that its ability to give effect to the terms of the Contract is in jeopardy.

    2. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

  5. Force majeure

    1. Force Majeure Event means any circumstance not within the Supplier’s reasonable control including:

      1. acts of God, flood, drought, earthquake or other natural disaster;

      2. epidemic or pandemic (including the current COVID-19 pandemic);

      3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

      4. nuclear, chemical or biological contamination or sonic boom;

      5. any law or any action taken by a government or public authority, including imposing an export or import restriction, restrictions imposed relating to the current COVID-19 pandemic, quota or prohibition, or failing to grant a necessary licence or consent;

      6. collapse of buildings, fire, explosion or accident;

      7. any labour or trade dispute, strikes, industrial action or lockouts; 

      8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

      9. interruption or failure of utility service.

    2. Provided it has complied with clause 10.3, if the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event the Supplier shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

    3. The Supplier shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event and set out the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement.

    4. If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than six weeks, the Supplier may terminate the Contract immediately on written notice to the Customer.

  6. Notices

    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

      2. sent by email to the relevant email addresses as set out in the Order

    2. Any notice shall be deemed to have been received:

      1. if delivered by hand, on signature of a delivery receipt;

      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

      3. if sent by email, at the time of transmission.

    3. 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.

  7. Entire agreement

    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

    4. Nothing in the Contract shall limit or exclude any liability for fraud.

  8. General

    1. Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

    2. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    3. 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.

    4. 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 the Contract. If any provision of the Contract is deemed deleted under this clause 13.4 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.

    5. 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.

  9. Governing law and Jurisdiction

    1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

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