In these Terms the following definitions apply:

• "Company" — means Radaschitz Joinery UK LTD, a company incorporated in England and Wales (Company No. 17062432), whose registered office is at 124 City Road, London, EC1V 2NX (“we”, “us”, “our”).

• "Customer" — means the business, firm, company or other organisation that purchases Goods and/or Services from the Company, acting for the purposes of its trade, business, craft or profession. These Terms do not apply to, and the Company does not knowingly contract with, Consumers within the meaning of the Consumer Rights Act 2015.

• "Contract" — means the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Terms.

• "Goods" — means the bespoke kitchens, joinery, furniture and related products manufactured by the Manufacturer and supplied by the Company.

• "Services" — means the installation of the Goods by Contracted Fitters arranged by the Company.

• "Manufacturer" — means Tischlerei Radaschitz GmbH, the Company’s parent company incorporated in Austria, which manufactures all Goods in Austria.

• "Contracted Fitter" — means an independent, qualified tradesperson or installation company engaged by the Company to carry out the Services.

• "Bespoke Goods" — means Goods that are made to the Customer’s individual specification, personalised to their requirements, or otherwise clearly customised.

• "Design" means any drawings, plans, elevations, renderings, specifications or other creative or technical documents produced in connection with the Goods.

• "Third-Party Designer" — means any independent interior designer, architect or creative professional engaged by the Customer who has produced creative designs incorporated into the Goods.

• "Order" — means the Customer’s written order for Goods and/or Services submitted to the Company.

• "Quotation" — means a written document prepared by the Company setting out the specification, price and lead time for Goods and/or Services.

• "Deposit" — means the non-refundable advance payment specified in Clause 5.

• "Confirmation" — means the Company’s written acceptance of an Order.

• "Change Estimate" — has the meaning given in Clause 4.6.

• "Insurance Cover" — means the Company’s professional indemnity and product liability insurance maintained in accordance with Clause 14.1.

• "Intellectual Property Rights" or "IPR" — means all patents, rights to inventions, copyright and related rights, trademarks, trade names, rights in designs, database rights and all other intellectual property rights, whether registered or unregistered.

1.1     A reference to a statute or statutory provision includes all subordinate legislation made under it, and any amendment, re-enactment or replacement in force from time to time.

1.2     Headings are for convenience only and shall not affect interpretation

1.3     The Customer confirms, by entering into the Contract, that it is contracting wholly or mainly for purposes related to its trade, business, craft or profession, and is not a Consumer.

2.1     A Quotation constitutes an invitation to treat. No contract is formed until the Company issues a written Confirmation to the Customer following receipt of the signed Order and the Deposit.

2.2     The Customer is responsible for ensuring that the details in the Order, including measurements, specifications and any approved Design, are complete and accurate. The Company will carry out a survey where Installation is included, but the Customer is ultimately responsible for confirming that the space is suitable.

2.3     These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, including any terms on any purchase order or other document issued by the Customer.

2.4     No variation to these Terms shall be binding unless agreed in writing and signed by an authorised representative of the Company.

2.5     Any employee or agent of the Company has no authority to make representations or promises not contained in these Terms or the Confirmation unless confirmed in writing by a director of the Company.

3.1     All Quotations are valid for thirty (60) days from the date of issue unless stated otherwise. The Company reserves the right to withdraw or amend a Quotation at any time before it is accepted.

3.2     All prices are quoted in pounds sterling (GBP) and are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the prevailing rate and shown on the Company’s invoice.

3.3     The price quoted covers the Goods as specified without standard installation in a suitably prepared environment, unless otherwise specified. Any additional works (including making good, electrical, plumbing or structural works) are excluded unless expressly stated.

3.4     If the Customer requests any change to the specification after the Confirmation has been issued, the Company will provide a Change Estimate in accordance with Clause 4.6. No change will be actioned unless and until the Customer has approved the Change Estimate in writing.

3.5     The Company reserves the right to adjust the price where: (a) there is a material change in the Customer’s specification; (b) an error or omission in the Quotation is discovered; or (c) there is a material change in raw material costs, currency exchange rates or freight costs that occurs after the Confirmation and before delivery of the Goods, in which case the Company shall notify the Customer in writing of the revised price as soon as reasonably practicable.

4.1     All Goods are Bespoke Goods manufactured to the approved Design and specification. It is the Customer’s responsibility to review and approve all Designs before the Company places a manufacturing order with the Manufacturer.

4.2     The Company will provide the Customer with detailed drawings for approval. The Customer must communicate its approval (including by email), such approval not to be unreasonably withheld or delayed, and in any event within five (5) Business Days of the Company’s request.

4.3     Where the Customer’s approval is given subject to comments of a minor nature, the Design shall be deemed, for the purposes of this Clause 4, to have been modified in line with those comments and approved accordingly.

4.4     Where the Customer does not respond to a request for approval within ten (10) Business Days, the Company shall not be required to commence manufacture, and any lead time stated in the Quotation or Confirmation shall be extended by the period of the delay.

4.5     Once written approval is given and manufacture has commenced, no changes to the Design or specification can be accepted. Any changes requested after this point are at the Company’s sole discretion and, if accepted, will be subject to a Change Estimate under Clause 4.6 and may result in additional charges, extended lead times and loss of the Deposit.

4.6     Where either party wishes to make a change to the Design, specification or scope of the Services after Confirmation, the Company shall provide a written estimate (a “Change Estimate”) of the likely impact on price and lead time. A Change Estimate remains open for acceptance for ten (10) Business Days, after which it shall expire automatically. The Contract shall only be varied once the Customer notifies the Company in writing that it accepts the Change Estimate.

4.7     Where the Design incorporates creative work produced by a Third-Party Designer engaged by the Customer, the Customer warrants that: (a) it has the right to use and provide that creative design to the Company; (b) use of such design in manufacturing the Goods will not infringe the rights of any third party; and (c) it will indemnify the Company against any loss, cost or liability arising from any such infringement.

4.8     The Company will provide the Customer with samples or finish swatches, where reasonably practicable. Natural materials (including solid wood, stone and leather) are subject to inherent variation in grain, colour and texture. Such variation is characteristic of natural materials and does not constitute a defect.

4.9     Minor dimensional tolerances of ±2mm on dimensions up to 2 metres and ±3mm on dimensions exceeding 2 metres are within the accepted manufacturing standard and do not constitute defects.

5.1     A Deposit of 30% of the total Contract price is payable by the Customer upon signing the Order. The Deposit is non-refundable except as expressly provided in these Terms.

5.2     A further 30% of the Contract price is payable upon the signing-off of technical drawings, and another 30% upon the notification by the Company that the Goods are ready for despatch from the Manufacturer. The Company is not obliged to arrange shipping until this payment is received.

5.3     The balance of 10% of the Contract price is payable upon completion of Installation, or upon delivery where Installation is not included in the Contract.

5.4     All payments must be made by bank transfer to the Company’s nominated account. The Company does not accept cash payments above £10,000 in compliance with UK anti-money laundering regulations.

5.5     Time for payment is of the essence. If the Customer fails to make any payment by the due date, the Company may, without limiting any other right or remedy: (a) charge interest on the overdue sum at 8% per annum above the Bank of England base rate from time to time, compounded monthly, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend manufacture, delivery or Installation in accordance with Clause 15; and/or (c) terminate the Contract in accordance with Clause 16, in which case the Company shall be entitled to retain the Deposit and claim for any additional loss suffered.

5.6     All amounts due from the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax required by law.

5.7     Although the Goods are imported from Austria, applicable import duties and VAT on importation shall be accounted for by the Company and included in the quoted price, unless otherwise specified in the Quotation.

6.1     All Goods are manufactured to order by the Manufacturer in Austria. Estimated lead times will be stated in the Quotation and Confirmation. Lead times commence from the date of receipt of the approved Design sign-off and the Deposit payment, whichever is later.

6.2     Lead times are estimates only and are not guaranteed, unless expressly stated to be fixed in writing. The Company will use reasonable endeavours to notify the Customer of any material delay as soon as practicable.

6.3     The Company shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to acts of God, industrial disputes, transportation delays, customs clearance delays or the acts or omissions of the Manufacturer, except where the delay amounts to a fundamental breach of Contract.

6.4     Time for delivery is not of the essence unless the Customer has specifically requested, and the Company has confirmed in writing, a guaranteed delivery date.

7.1     Delivery will be made to the address specified in the Order. The Company will notify the Customer when the Goods are ready for delivery and will arrange delivery within a reasonable time. The Customer must ensure that safe and suitable access is available on the agreed delivery date.

7.2     Risk of loss or damage to the Goods passes to the Customer on delivery to the delivery address, or on collection where the Customer arranges its own collection.

7.3     The Customer must inspect the Goods on delivery and notify the Company of any visible damage or discrepancy within 48 hours of delivery. Failure to do so may affect the Company’s ability to make a warranty claim against the Manufacturer or carrier and may be treated as acceptance of the Goods as delivered.

7.4     If delivery is delayed due to the Customer’s failure to provide adequate access or to accept delivery on the agreed date, storage costs incurred by the Company will be borne by the Customer at actual cost per week.

7.5     Where the Goods are supplied without Installation, the Customer is responsible for unloading, handling and storage from the point of delivery.

8.1     Where Installation is included in the Contract, the Company will arrange for Contracted Fitters to carry out the Services. The Contracted Fitters are independent contractors and are not employees or agents of the Company.

8.2     Notwithstanding Clause 8.1, the Company accepts responsibility for the standard of Installation services it arranges and remains liable to the Customer for any breach of the implied terms of satisfactory quality and reasonable skill and care applicable to the supply of services under the Supply of Goods and Services Act 1982, subject always to Clause 14.

8.3     The Customer must ensure that: (a) the installation area is clear, clean, dry and accessible; (b) all necessary electrical, plumbing and structural preparatory works have been completed in advance; (c) adequate lighting and power supply are available to the Contracted Fitters; and (d) access for delivery vehicles is available at the site.

8.4     Any remedial, making-good or ancillary works (including plastering, tiling, decoration, plumbing connections and electrical works) are the Customer’s responsibility unless expressly included in the Contract.

8.5     The Customer or an authorised representative must be present throughout the Installation. A completion sign-off form will be provided at the end of the Installation, which the Customer is requested to sign. The Customer’s signature constitutes acceptance of the Installation as complete and satisfactory, subject to any snags noted at the time.

8.6     Any snagging items identified at completion will be remedied by the Company within a reasonable time, subject to the Customer having paid all sums due under the Contract.

8.7     The Company and its Contracted Fitters will comply with all applicable health and safety legislation. The Customer must ensure the premises are safe for the Contracted Fitters to work in, including disclosure of any known hazards (e.g. Asbestos, lead pipes, structural issues).

8.8     Where the Contract constitutes a “construction project” within the meaning of the Construction (Design and Management) Regulations 2015 (CDM 2015) and the Customer is acting as a non-domestic client, the Customer retains its client duties under CDM 2015 and shall ensure that such duties are discharged, whether by itself or by a principal designer/principal contractor appointed by it.

9.1     Legal and beneficial title to the Goods does not pass to the Customer until the Company has received all sums due from the Customer under the Contract in cleared funds.

9.2     Until title passes, the Customer must: (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) keep the Goods in satisfactory condition; and (c) not dispose of, charge or encumber the Goods.

9.3     If the Customer becomes insolvent or enters into any arrangement with its creditors before title has passed, the Company may at any time require the Customer to deliver the Goods to the Company and, if the Customer fails to do so, may enter the premises (giving reasonable notice) and recover the Goods.

9.4     Risk in the Goods passes as set out in Clause 7.2.

10.1    The Company offers a 3-year commercial guarantee on the Goods against defects in materials and workmanship under normal use (the “Guarantee”).

10.2    The Guarantee is conditional on the Customer: (a) following any care and maintenance instructions provided; (b) using the Goods in accordance with their intended purpose; and (c) not having the Goods altered, repaired or maintained by any party other than the Company or an authorised repairer.

10.3    The Guarantee does not cover: (a) normal wear and tear; (b) damage caused by misuse, accident, negligence or exposure to abnormal conditions; (c) natural variations in timber, veneer or stone; (d) damage caused by failure to follow care instructions; or (e) consumable components such as light fittings or batteries.

10.4    The Guarantee is personal to the original Customer and is not transferable without the Company’s prior written consent.

10.5    The Guarantee is the Customer’s sole and exclusive remedy in relation to defects in the Goods. In view of this commitment, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.

10.6    To make a claim under the Guarantee, the Customer must notify the Company in writing within the Guarantee period, providing photographs and a description of the defect. The Company will inspect the Goods within a reasonable time and, if the claim is valid, will repair or replace the defective Goods at its option and at no charge to the Customer.

11.1    All IPR in the Goods themselves, including the technical design, manufacturing methods, hardware and proprietary systems developed by the Manufacturer, remain the exclusive property of the Manufacturer. Nothing in these Terms grants the Customer any right in or to those IPR.

11.2    All IPR in Designs produced by the Company or its associates for the Customer are and will remain the property of the Company (or the relevant Third-Party Designer, as applicable) until all sums due under the Contract have been paid in full.

11.3    Once all sums have been paid, the Company grants the Customer a limited, non-exclusive, non-transferable licence to use the Designs solely for the purpose of using and maintaining the Goods at the relevant premises.

11.4    Where the Design incorporates the work of a Third-Party Designer engaged separately by the Customer, the Company grants no licence in respect of that third-party creative content, and the Customer must obtain any necessary consents directly.

11.5    The Customer shall not reproduce, distribute, disclose or use any Design or other document provided by the Company for any purpose other than evaluating and receiving the Goods, without the Company’s prior written consent.

11.6    The Customer grants the Company a non-exclusive, royalty-free licence to photograph completed installations and to use such photographs, and a general, non-identifying description of the project, for the Company’s marketing, portfolio and case-study purposes, unless the Customer expressly objects in writing before practical completion. Any specific reference to the Customer’s name, brand, or commercially sensitive project details requires the Customer’s separate prior written consent.

12.1    The Company is a data controller in respect of personal data collected from the Customer (including personal data of the Customer’s employees, contractors and representatives). The Company will process personal data in accordance with its Privacy Policy (available on request) and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12.2    Personal data collected will be used for: (a) processing and fulfilling the Contract; (b) communicating with the Customer regarding the Contract; (c) after-sales support and Guarantee administration; and (d) where consent has been given, marketing purposes.

12.3    The Company may share personal data with the Manufacturer (as a processor) for the purposes of manufacturing the Goods. The Manufacturer is in Austria (an EEA country), and such transfer is lawful without further safeguards under UK GDPR. Personal data will not be shared with any other third party except as required by law or with consent.

12.4    Data subjects have the right to access, rectify, erase or restrict the processing of their personal data. Requests should be addressed to office@radaschitzjoinery.co.uk.

13.1    Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, designs, pricing, customers or suppliers of the other party, except as permitted by Clause 13.2.

13.2    Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, sub-contractors or advisers who reasonably need to know such information for the purposes of the Contract, provided that party ensures such recipients comply with this Clause 13; and (b) as required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

13.3    Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.

13.4    This Clause 13 is without prejudice to Clause 11.6 (marketing and portfolio use of project photography).

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

 14.1    The Company holds professional indemnity and product liability insurance cover of not less than £1 million respectively £2 million in the aggregate during any policy year (the “Insurance Cover”). The limits in this Clause 14 reflect that Insurance Cover, and the Customer is responsible for arranging its own insurance for any loss in excess of the limits set out below.

14.2    Nothing in these Terms limits or excludes the Company’s liability for: (a) death or personal injury caused by the Company’s negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (d) defective products under the Consumer Protection Act 1987; or (e) any other liability that cannot lawfully be excluded or limited.

14.3    Subject to Clause 14.2, the Company shall have no liability to the Customer for: (a) loss of profits; (b) loss of sales or business; (c) loss of anticipated savings; (d) loss of or damage to goodwill; (e) indirect or consequential loss; or (f) any loss arising from the Customer’s failure to follow care, maintenance or installation-readiness instructions.

14.4    Subject to Clause 14.2 and without prejudice to Clause 14.5, the Company’s total aggregate liability to the Customer in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with any Contract, shall not exceed the greater of: (a) 100% of the total price paid by the Customer under that Contract; or (b) the Insurance Cover.

14.5    Where a loss or damage arises in circumstances where the Customer’s other contractors, consultants or suppliers (including any Third-Party Designer or any contractor engaged directly by the Customer) share responsibility for that loss or damage, the Company’s liability shall be limited to such sum as it is just and equitable for the Company to pay having regard to the extent of its own responsibility, on the assumption that those other parties have paid to the Customer such sums as it would be just and equitable for them to pay having regard to their own responsibility, regardless of whether such other parties have in fact done so. ⚠ SOLICITOR REVIEW RECOMMENDED

14.6    Save as set out in Clause 10.5, the restrictions on liability in this Clause 14 apply to every liability arising under or in connection with the Contract, however arising.

14.7    Neither party may benefit from the limitations and exclusions in this Clause 14 in respect of any liability arising from its own deliberate default.

14.8    This Clause 14 shall survive termination of the Contract.

15.1    Without affecting any other right or remedy available to it, the Company may suspend the supply of Services, or all further deliveries of Goods, under the Contract or any other contract between the Customer and the Company, without notice, if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment; (b) the Customer notifies the Company that it intends to withhold payment, or has withheld payment, of any part of an invoice; (c) the Customer breaches any term of the Contract in a manner that reasonably justifies the opinion that it no longer has the intention or ability to perform the Contract; (d) the Customer becomes subject to, or the Company reasonably believes the Customer is about to become subject to, any of the insolvency-related events listed in Clause 16.2; or (e) a Force Majeure Event affects the Company’s ability to perform.

15.2    The Company shall, on the expiry of any notice period given, cease performance of the suspended Services and/or deliveries in an orderly and economical manner.

15.3    Where the reason for suspension is a default that is subsequently remedied, the Company shall resume performance within a reasonable period.

15.4    Any period of suspension under this Clause 15 shall be added to the latest agreed lead time, and the Customer shall reimburse the Company for any reasonable costs, expenses and disbursements incurred as a result of the suspension, including storage costs.

16.1    Without affecting any other right or remedy available to it, either party may terminate the Contract for any reason prior to delivery of the relevant Goods or commencement of the relevant Services by giving the other party not less than twenty (20) Business Days’ written notice. Where the Company terminates under this Clause 16.1 other than for the Customer’s default, the Customer shall be entitled to a refund of sums paid, less the value of any Goods already manufactured or work already completed and any costs reasonably and irrevocably committed by the Company or the Manufacturer.

16.2    Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party: (a) takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than for the purposes of a solvent restructuring); (b) has a moratorium obtained, is wound up (whether voluntarily or by court order, unless for the purposes of a solvent restructuring), or has a receiver appointed over any of its assets; (c) ceases, or threatens to cease, to carry on all or a substantial part of its business; or (d) suffers a deterioration in its financial position that reasonably justifies the opinion that its ability to perform the Contract is in jeopardy.

16.3    Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract within fourteen (14) days of being notified in writing that payment is overdue.

16.4    On termination of the Contract: (a) the Customer shall immediately pay to the Company all outstanding unpaid invoices and interest, and the Company shall be entitled to invoice for Services commenced and Goods in the process of manufacture for which no invoice has yet been raised, such invoice being payable immediately on receipt; and (b) the Customer shall return any Goods that have not been fully paid for, failing which the Company may (on reasonable notice) enter the Customer’s premises to recover them, and the Customer shall be solely responsible for their safekeeping until returned.

16.5    Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, and any provision of the Contract that is intended to survive termination (including Clauses 10, 11, 12, 14, 18 and 20) shall continue in full force and effect.

17.1    Neither party shall 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 results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”), including: acts of God, war, terrorism, riot, civil commotion, epidemic or pandemic, fire, flood, severe weather, industrial disputes, government action, changes in law, delays in customs clearance, disruption to transport networks, or failure of the Manufacturer due to a Force Majeure Event affecting the Manufacturer.

17.2    The party experiencing the Force Majeure Event must notify the other party as soon as reasonably practicable and must use reasonable endeavours to mitigate its effect.

17.3    If a Force Majeure Event continues for more than twelve (12) weeks, either party may terminate the Contract on written notice. In that event, the Customer will be entitled to a refund of sums paid, less the value of any Goods already manufactured or work already completed.

18.1    The Company is committed to resolving complaints promptly and fairly. If the Customer has a complaint, it should contact the Company in writing at office@radaschitzjoinery.co.uk at or by post to 124 City Road, London, EC1V 2NX, setting out the nature of the complaint clearly.

18.2    The Company will acknowledge the complaint within 10 working days and aim to provide a full response within 28 working days.

18.3    If a dispute is not resolved through the complaints process within 30 days, either party may give the other written notice of the dispute (a “Dispute Notice”), and the parties shall attempt in good faith to resolve the dispute through negotiation between representatives with authority to settle.

18.4    If the dispute is not resolved within 21 days of a Dispute Notice, either party may propose mediation through a recognised UK mediation body. Each party will bear its own costs of mediation, and the costs of the mediator will be shared equally, unless otherwise agreed.

18.5    Nothing in this Clause 18 prevents either party from commencing legal proceedings at any time, including to seek urgent interim relief, or affects the parties’ rights under Clause 19 (Governing Law and Jurisdiction).

19.1    These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

19.2    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

20.1    The Contract, comprising these Terms, the Quotation, the signed Order and the Confirmation, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties and understandings, whether written or oral.

20.2    Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

20.3    Nothing in this Clause excludes or restricts any liability for fraud or fraudulent misrepresentation, or any liability that cannot be excluded at law.

21.1      The Company conducts its business in accordance with the Bribery Act 2010. Neither the Company nor its employees, agents or contractors will offer, give, request or accept any bribe or improper payment.

22.1    The Company may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or otherwise deal with any or all of its rights and obligations under the Contract, including subcontracting any part of the Services to Contracted Fitters or any part of manufacture to the Manufacturer, provided that the Company shall remain responsible for any obligations it subcontracts as if it had performed them itself.

22.2    The Customer shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior written consent, save that the Customer may assign the benefit of the Contract, without such consent, to any purchaser of the relevant premises or to any funder by way of security.

23.1    Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, by recorded delivery to the other party’s registered office or principal place of business, or by email to an address specified by that party from time to time for such purpose.

23.2    A notice shall be deemed received: (a) if delivered by hand or recorded delivery, at the time of delivery; and (b) if sent by email, at 09:00 on the next Business Day after successful transmission.

23.3    This Clause 23 does not apply to the service of any documents in any court proceedings or arbitration.

24.1    Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitment for or on behalf of the other.

25.1    No failure or delay by a party in exercising any right or remedy under these Terms or by law constitutes a waiver of that or any other right or remedy, nor does it preclude or restrict further exercise of that or any other right or remedy.

25.2    If any provision of these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall, to that extent, be deemed severable, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the original commercial intent.

26.1    Except as expressly provided in these Terms, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

26.2    This Clause 26 does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

27.1    The Company is committed to sourcing Goods manufactured using responsibly sourced materials wherever practicable.

27.2    Unless otherwise specified, the Customer will arrange for packaging materials to be recycled or disposed of responsibly following delivery and Installation. The Company is using sustainable packaging.