OPHIR SOLUTIONS LTD

STANDARD TERMS AND CONDITIONS

For the Supply, Manufacture and Installation of Goods and Services

1.  DEFINITIONS AND INTERPRETATION

1.1  “Company” means Ophir Solutions Ltd, together with any group companies of Ophir Solutions Ltd.

1.2  “Customer” or “Purchaser” means the person, firm or organisation who purchases Goods and/or Services from the Company, whether directly or through an agent acting on its behalf.

1.3  “Specifier” means any person or organisation, whether or not also the Customer, who selects, recommends, approves or advises on the specification of Goods on behalf of, or for the benefit of, an end user, including but not limited to an occupational therapist, teacher, care professional, consultant or procurement officer.

1.4  “Goods” means any goods, products, furniture, fixtures, equipment, accessories, spare parts or consumables manufactured, supplied or sold by the Company to the Customer under the Contract (including any part or component of them), whether now offered by the Company or introduced to its range in the future.

1.5  “Services” means any installation, fitting, delivery, design, maintenance or other services provided by the Company to the Customer under the Contract, whether supplied alone or together with Goods.

1.6  “Agreement” or “Contract” means the contract between the Company and the Customer for the supply of Goods and/or Services, comprising these Conditions together with the applicable Specification Document, Quotation or Order acknowledgement.

1.7  “Conditions” means these Standard Terms and Conditions, as amended by the Company from time to time.

1.8  “Specification Document” means a quotation, order acknowledgement, works specification or similar document issued by the Company describing the Goods and/or Services to be provided and the price payable.

1.9  “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how, drawings and all other intellectual property, wherever in the world enforceable.

1.10  “Authorised Representative” means a person with actual authority to act for and bind the Company.

1.11  References to a statute or statutory provision include any subordinate legislation made under it, and any re-enactment or amendment of it. Headings do not affect interpretation. “Including” and similar expressions are illustrative and do not limit the words preceding them.

The Customer’s attention is drawn in particular to Clauses 14 (Warranty and Guarantee), 15 (Goods Once in the Customer’s Possession), 18 (Advice, Information and Opinion), and 19 (Limitation of Liability), which limit and exclude the Company’s liability, in particular in relation to the condition of Goods once they have left the Company’s possession or once installation has been completed.

2.  GENERAL

2.1  These Conditions apply to all Quotations issued by the Company, all Orders received by the Company, and all Contracts made by the Company for the supply of Goods and/or Services, in each case whether or not formally accepted.

2.2  These Conditions are incorporated in their entirety into, and form part of, every Contract to the exclusion of any other terms which the Customer seeks to apply or incorporate by way of any purchase order, confirmation, specification or other document, and supersede all previous representations made by or on behalf of the Company relating to the subject matter of the Contract.

2.3  No alteration, addition to, or exclusion of these Conditions shall be effective unless agreed in writing and signed by an Authorised Representative of the Company. No agent or employee of the Company other than an Authorised Representative has authority to vary these Conditions or to make any representation or warranty in relation to the Goods or Services.

2.4  By submitting an Order, or by accepting a Quotation, the Customer is deemed to offer to purchase the Goods and/or Services on these Conditions, and accepts these Conditions in their entirety.

2.5  The Company shall use all reasonable endeavours to complete the supply of Goods and Services within any estimated timeframe, but time shall not be of the essence unless expressly agreed in writing.

3.  QUOTATIONS AND ORDERS

3.1  Statements in the Company’s price lists, catalogues, website and advertisements do not constitute an offer to sell, and a Quotation is an invitation to the Customer to place an Order and does not itself constitute a binding offer by the Company.

3.2  Unless otherwise stated, a Quotation is valid for 28 days from its date of issue, or until the date stated on the Quotation if earlier, and may be withdrawn or amended by the Company at any time before acceptance.

3.3  No Contract comes into existence until the earlier of: (a) the Company accepting the Order in writing; or (b) the Company commencing manufacture, dispatching Goods, or commencing installation.

3.4  Where Goods and/or Services are to be manufactured, fabricated or configured to the Customer’s bespoke specification, the Company may require a deposit of up to 50% of the total price on placing the Order. If the Customer cancels an Order for bespoke Goods or Services after work has commenced, the Customer shall remain liable to pay the full contract price, less any deposit already paid, reflecting the Company’s costs already committed — including, without limitation, the cost of materials purchased, components ordered, and labour or third-party costs incurred up to the date of cancellation.

4.  PRICE AND PAYMENT

4.1  The price for Goods and Services is as set out in the Specification Document and excludes VAT and other applicable taxes and duties unless stated otherwise; VAT will be added at the prevailing rate.

4.2  Where a Customer is eligible for VAT relief (for example, a registered charity or an individual with a qualifying chronic condition), a completed VAT exemption declaration must accompany the Order. The Company reserves the right to charge VAT if exemption is subsequently found to have been incorrectly claimed.

4.3  Unless agreed otherwise in writing, quoted prices are for delivery to UK mainland addresses only and do not include site works, access equipment, or removal of existing installations, which will be charged separately where applicable.

4.4  Except where the Customer holds a credit account with the Company, payment is due in full before or on delivery/completion of installation. Where a credit account is held, payment is due within 30 days of invoice, or such other period as agreed in writing. Time for payment is of the essence.

4.5  The Customer may not withhold or deduct any amount from sums due by way of set-off or counterclaim without the Company’s prior written consent.

4.6  If the Customer fails to pay any sum by its due date, the Company may: (a) charge interest on the overdue amount at 4% per annum above the Bank of England base rate, accruing daily until paid; (b) suspend further deliveries, installation or other performance under any Contract without liability; and (c) recover its reasonable costs of collection, which the Customer shall indemnify.

4.7  The Company reserves the right to change its prices at any time, save that where an Order has been accepted but not yet fully performed, the agreed price shall be held for 6 months from the date the Order was received.

5.  SPECIFICATION OF GOODS AND SERVICES

5.1  The Goods and Services shall be required to conform only to the Specification Document. Illustrations, brochures, website content and other marketing material are representative only, and colours, dimensions and designs may vary.

5.2  No description, illustration, or representation (whether written or oral) other than as expressly set out in the Specification Document shall form part of the Contract.

5.3  The Company may amend the specification or design of Goods or the method of installation at any time, provided the amendment does not materially reduce the overall quality or fitness for purpose of the Goods and Services.

5.4  The Customer may request alterations to the Specification Document at any time by notice to the Company. The Company will, within 5 working days, notify the Customer of the effect (if any) on price and programme, and no alteration shall take effect until confirmed in writing by both parties.

5.5  These Conditions apply generally to all Goods and Services supplied by the Company, whatever their type, and are not limited to any particular product or product range, including any Goods introduced by the Company after the date of these Conditions. Technical detail specific to a particular product — including without limitation materials, dimensions, weight limits, care instructions, and applicable certification — is set out in the relevant Specification Document or accompanying product datasheet, and forms part of the Contract accordingly.

6.  DELIVERY

6.1  Any delivery date given by the Company is an estimate only. Time for delivery is not of the essence and the Company shall have no liability for any loss arising from delay in delivery, save as set out in Clause 20.

6.2  The Customer shall provide full and accurate details of delivery requirements (including access, parking and site conditions); the Company shall have no liability for failed or delayed delivery arising from inadequate information.

6.3  Delivery to a residential address will be made to a ground floor entrance only, unless otherwise agreed in writing in advance.

6.4  The Customer is responsible for accepting delivery at the agreed location and time. Where the Customer fails to accept delivery, the Customer shall be liable for any return, storage, insurance and re-delivery costs reasonably incurred by the Company. Waiting time incurred by a haulier due to the Customer’s delay may be charged at £50.00 per hour after the first 30 minutes on site.

6.5  Goods will only be left unattended at a delivery site by prior written agreement, and only on the basis that all risk in the Goods passes to the Customer at the point they are left.

6.6  The Customer is responsible for checking the quantity and condition of Goods and signing for their acceptance on delivery. The Company has no liability, and no obligation to provide a refund or replacement, for shortages or damage that would have been apparent on reasonable inspection at the point of delivery and was not noted at that time.

6.7  Where the Company is not also responsible for installation, all risk in the Goods passes to the Customer on delivery in accordance with Clause 11.

7.  INSTALLATION SERVICES

7.1  Where the Company agrees to install Goods, it will do so with reasonable skill and care, in accordance with the Specification Document and any applicable manufacturer guidance and regulatory standards current at the time of installation.

7.2  The Customer shall, at its own cost, ensure the installation site is safe, accessible, and ready to receive the Goods by the agreed date, including any groundworks, power, fixings or structural preparation identified by the Company. The Company shall have no liability for delay, additional cost, or defects arising from the site not being so prepared.

7.3  Installation shall be treated as complete, and the Goods handed over to the Customer, on the earlier of: (a) the Company’s engineer leaving site following completion of the works and any commissioning checks; or (b) the Customer or its representative signing a completion or handover certificate; or (c) the Customer first using the installed Goods.

7.4  On completion of installation in accordance with Clause 7.3, full responsibility for the use, supervision, inspection, and maintenance of the Goods passes to the Customer, save for the Company’s obligations expressly set out in Clause 14 (Warranty and Guarantee).

7.5  Any variation to the installation works requested by the Customer, or required as a result of site conditions not reasonably foreseeable at the time of quotation, shall be treated as a change to the Specification under Clause 5.4 and may affect price and programme.

7.6  The Company recommends, and the Customer agrees to arrange, appropriate familiarisation and safety training for its staff or end users in the use of the installed Goods, and to ensure that use of the Goods is at all times properly supervised by competent persons familiar with them.

7.7  Installation, and the fixings used to secure Goods to walls, ceilings, floors or other surfaces, are carried out on the basis that the relevant substrate is structurally sound and suitable to bear the loads involved. The Company is not a structural surveyor and does not test, inspect, or warrant the strength, composition or condition of any wall, ceiling, floor or other substrate, including but not limited to plasterboard, dot-and-dab, stud partition, or other lightweight or poor-quality construction. It is the Customer’s responsibility to inform the Company in advance of any known or suspected substrate issues. The Company shall have no liability for the failure of any fixing, or for any resulting damage, injury or loss, arising from the inadequacy, weakness or unsuitability of the substrate to which Goods have been fixed.

8.  SITE SURVEYS, MEASUREMENTS AND ACCESS (WHERE APPLICABLE)

8.1  Where installation of Goods requires a site survey, any Quotation issued before that survey is based on the information and measurements available at the time and remains subject to confirmation following the survey. Where the survey identifies a material difference from the information originally provided, the Specification Document will be revised in accordance with Clause 16 before installation proceeds.

8.2  Where the Customer provides its own measurements and no site survey is included in the Specification Document, the Customer is responsible for their accuracy and for ensuring the Goods will fit within the intended space. Goods manufactured to such measurements are non-refundable if they prove incorrect or do not fit, and the Customer shall be responsible for the cost of any resulting alteration, remake or return visit.

8.3  The Customer shall ensure that the relevant room or area is completely cleared and ready to receive the site survey and/or installation. Where it is not, the Company may charge for the additional time and labour needed to clear the space, or may reasonably postpone the survey or installation until the Customer has done so.

8.4  Unless expressly included in the Specification Document, the Quotation does not include electrical works, or any building, plastering, painting or other making-good works, which remain the Customer’s responsibility to complete before the installation date. Any further work identified as necessary during a site survey, or on the day of installation, to enable the Goods to be fitted correctly will likewise be quoted for separately.

8.5  The Customer must notify the Company, before manufacturing begins wherever possible, of any pipes, electrical conduit or other obstruction within the room, and of any change made to the room (including but not limited to doors, sockets, flooring or fixtures) after a site survey has taken place, together with any resulting new measurements. The Company shall not be responsible for obtaining further measurements, or for any resulting fit, installation or cost issue, where it has not been so notified in good time.

8.6  Where fixtures such as skirting boards need to be removed to accommodate the Goods, or where strong adhesive is required to secure them, the Company may proceed on this basis unless the Customer has notified the Company otherwise in advance of the site survey or installation. The Company shall have no liability for proceeding on this basis where it has not been so notified.

8.7  The Customer shall ensure adequate access, and, where applicable, parking, is available for the Company’s personnel on the day of survey or installation. Where the Company incurs parking costs, fines or delays, or is unable to gain access and the installation cannot proceed, for any reason outside its control (including incorrect address details or the Customer being unavailable), these costs, and any resulting return visit and travel costs, may be charged to the Customer.

8.8  Where the Customer stops or curtails an installation partway through, or cancels with less than the notice period specified in the Specification Document, the Customer shall remain liable for the time booked for that visit and for any return visit required to complete the work, together with associated travel costs.

8.9  Where work is to be carried out outside standard working hours (including evenings, weekends or bank holidays), this will be agreed and confirmed with the Customer, and reflected in the Specification Document, in advance.

8.10  On completion of installation, the Company may ask the Customer to confirm in writing (whether by signature, email or other durable means) that it is satisfied with the installed Goods and the completed space. Such confirmation is treated as the Customer’s acceptance of the installation for the purposes of Clause 7.3, and any subsequent request to change the room or the Goods will be treated as a new Order and quoted for separately.

9.  CONTRACT WORKS (WHERE APPLICABLE)

9.1  Where the Company is unable to complete work due to the action or omission of others, including failure of third-party services, or any other cause not attributable to the Company, the Company may charge for the resulting lost time at its then-current day rate per installer, together with any additional cost for machinery kept on standby as a result.

9.2  The Company’s installers do not necessarily hold CSCS cards. Where installation is to take place on a live construction site, it is the Customer’s responsibility to notify the Company of this before installation is arranged and to make suitable arrangements for safe access; where the Company has not been made aware and is as a result unable to access the room on the day, the Company may charge the full price of the installation, including any applicable tax, to reflect its loss of earnings.

9.3  Where works are expected to last longer than one day, the Customer shall provide secure, lockable on-site storage for the Company’s machinery, products and materials between visits.

9.4  Where any items are left on site, it is the Customer’s responsibility to ensure that they are kept in a safe, secure and lockable location. The Customer is liable for the replacement of any item left on site that is lost, damaged or stolen while on the Customer’s premises, and the Company shall have no liability in this respect. By placing an Order, the Customer agrees to this liability and to replace any such item in full.

9.5  Unless otherwise stated in the Specification Document, the Customer shall provide a skip or other suitable means for the removal of waste and packaging arising from the works. Where it is agreed that the Company will remove waste instead, the Company shall do so, and any applicable charges for this service will be applied.

9.6  Unless otherwise stated in the Specification Document, works will be carried out during the Company’s standard working hours.

9.7  Where works have been scheduled for a specific date, any change to, or cancellation of, that date within 48 hours of the agreed date may incur additional charges.

9.8  Where the installation site is more than 25 miles from, or more than 1 hour’s travelling time from, the Company’s premises (whichever is greater), it may be necessary for installers to stay overnight, and this cost will be charged in addition.

10.  HEALTH AND SAFETY (WHERE APPLICABLE)

10.1  The Company recommends that any sensory space or product supplied is used at all times under the supervision of a responsible adult, with one-to-one supervision provided for vulnerable users wherever practicable, and cannot be held liable for any incident that occurs, whether or not such supervision is in place.

10.2  Installed Goods may create a change in level, surface, access or use of a space (for example, at a threshold, edge or transition point), and any additional measure to address this, such as a ramp or similar adaptation, is not included unless requested. It is the Customer’s responsibility to assess whether such measures are required for its users and to request these if so; the Company has no visibility of individual users and cannot be responsible for any incident arising from such a change where the relevant measure was not requested.

10.3  A risk assessment and method statement (RAMS) is available from the Company on request and may be charged for separately.

10.4  The Customer is strongly encouraged to have its own health and safety team review the Specification Document, drawings and quotation, and to raise any queries with the Company before installation and manufacturing begin. Where health and safety concerns are identified with the completed installation after handover, any resulting alterations will be quoted for and charged separately.

10.5  Some end users may, from time to time, display behaviours such as biting, chewing, tearing, swallowing, or placing materials in the mouth (sometimes associated with conditions such as pica). Where the Customer notifies the Company of such behaviours in writing before manufacture, the Company will recommend a specification, materials or construction appropriate to the Goods in question, to help reduce the associated risks so far as reasonably practicable. Notification given otherwise than in writing shall not be treated as having been given for this Clause 10.5 or Clause 15.5.

10.6  No material or product can be guaranteed as entirely resistant to biting, chewing, tearing or ingestion, and the Company gives no warranty to that effect. It remains the Customer’s responsibility to assess the needs of its users on an ongoing basis, to select an appropriate specification with the Company’s input, and to ensure adequate supervision is in place at all times.

10.7  The Customer acknowledges that the behaviours described in Clause 10.5 can change over time and may not always be known or foreseeable at the point of specification or installation. Save in the case of a manufacturing defect, the Company shall have no liability for any injury, harm or loss arising from such behaviours, whether or not the Company was made aware of them in advance, and this responsibility rests with the Customer at all times.

11.  TITLE AND RISK

11.1  Risk in the Goods passes to the Customer on delivery (or, where the Company installs the Goods, on completion of installation in accordance with Clause 7.3), regardless of whether title has passed.

11.2  Notwithstanding delivery, title and property in the Goods shall not pass to the Customer until the Company has received payment in full of all sums due in respect of those Goods (and any other sums then due from the Customer to the Company). Until title passes, the Customer holds the Goods as bailee for the Company and shall store them separately, identifiable as the Company’s property, and adequately insured.

11.3  Until title has passed, the Company may, on reasonable notice, enter any premises where the Goods are stored or installed to repossess them, without prejudice to its right to payment; provided that where Goods have been permanently affixed or installed such that removal would cause damage to the Customer’s premises, the Company’s remedy shall be limited to an action for the price.

11.4  The Customer may resell Goods in the ordinary course of its business before title passes, but has no other right to charge, encumber, or create any interest over the Goods until they are paid for in full.

12.  CUSTOMER’S OBLIGATIONS

12.1  To enable the Company to perform the Contract, the Customer shall: (a) co-operate with the Company; (b) provide all information and site access reasonably required; (c) obtain any permissions, consents or licences needed before Goods and Services can be supplied or installed; (d) make payment only using its own payment method or with the express authority of the cardholder; and (e) comply with any other requirements set out in the Specification Document.

12.2  The Customer shall reimburse the Company for any reasonable additional costs incurred as a result of the Customer’s failure to comply with Clause 12.1.

12.3  If the Customer unlawfully cancels or terminates an Order, or fails to comply with Clause 12.1 such that the Company is unable to perform, the Customer shall pay the Company’s agreed damages (not a penalty) comprising all committed third-party costs and, for cancellation within 5 working days of the scheduled delivery or installation date, the full contract price, as a genuine pre-estimate of the Company’s loss.

12.4  The Customer warrants that any individual placing an Order on its behalf is authorised to do so, is over 18, and is legally capable of entering into a binding contract.

12.5  Where the Customer’s act or omission prevents or delays the Company’s performance, the Company shall have no liability for resulting delay, the programme will be adjusted accordingly, and the Company may notify the Customer of any additional costs it intends to claim.

13.  COMPANY’S OBLIGATIONS

13.1  The Company will supply the Goods and Services as set out in the Specification Document, using reasonable skill and care.

13.2  Where applicable, the Company will ensure that Goods supplied comply with relevant UK product safety legislation and standards in force at the date of manufacture, and are appropriately marked.

14.  WARRANTY AND GUARANTEE

14.1  Subject to Clause 14.3, the Company warrants that, for a period of 12 months from the date of delivery (or, where the Company installs the Goods, from the date of completion of installation under Clause 7.3) (the “Guarantee Period”), the Goods will be free from material defects in design, materials and workmanship, and any installation carried out by the Company will be free from material defects in workmanship.

14.2  This guarantee is personal to the original Customer and is non-transferable, and does not apply to replacement or repaired parts beyond the remainder of the original Guarantee Period.

14.3  The guarantee in Clause 14.1 does not cover, and the Company shall have no liability for: (a) fair wear and tear; (b) damage, defect or failure arising after handover from misuse, neglect, incorrect operation, unauthorised modification, or failure to follow the Company’s operating or maintenance instructions; (c) damage caused by third parties, or by circumstances outside the Company’s control after handover, including but not limited to leaks, defects, or damage originating from the Customer’s premises, building fabric, or other fixtures, fittings or goods not supplied by the Company; (d) natural variation in colour, grain or texture of materials; (e) minor cosmetic imperfections not affecting safety or function; (f) Goods that have been repaired, moved, or altered by anyone other than the Company without its prior written consent; (g) failure to properly supervise use of the Goods in accordance with the Company’s recommendations; (h) failure of a fixing, or resulting damage, arising from the inadequacy, weakness or unsuitability of the substrate to which Goods have been fixed, in accordance with Clause 7.7; or (i) damage arising from force, impact or behaviour, including self-directed harm, that exceeds fair wear and tear and the ordinary use contemplated by the Company’s design and testing, as further addressed in Clause 15.7.

14.4  To claim under the guarantee, the Customer must notify the Company in writing of the alleged defect promptly, and in any event within 14 days of it becoming apparent, and must allow the Company reasonable access to inspect the Goods before any remedial work is carried out by others. The Company’s sole obligation, at its option, is to repair or replace the defective Goods or the affected element of the installation; the Company shall not otherwise be liable for the cost of remedial works carried out by third parties without its prior written consent. Where inspection finds that a reported issue does not relate to a defect in the Goods supplied by the Company, the Company may decline to carry out further work, or may charge for the inspection and any work carried out, in accordance with Clause 14.9. Where the defect is minor and does not affect the safe use of the Goods, the Company may, at its discretion, schedule its remedial visit to fit with its ongoing work programme.

14.5  Products not manufactured by the Company are covered by the original manufacturer’s guarantee rather than this Clause 14.

14.6  Where an item is serviced or repaired, this does not create a new or renewed guarantee period for that item; the original guarantee period under Clause 14.1 continues to run.

14.7  The Company cannot guarantee products against mould, damp, condensation, water ingress, or other damage arising from the environmental conditions of the room or location in which the products are installed, and shall have no liability for any spread or worsening of mould, damp, condensation or similar conditions within the Customer’s building, whether affecting the Goods or otherwise, following installation. Any prior knowledge of, or concern regarding, damp, mould, condensation, or the general condition of the building or room must be disclosed to the Company in writing no later than the point of any site survey, or, where no site survey takes place, before installation begins. Where the Customer has, or ought reasonably to have, any such concern, the Customer shall be responsible for obtaining, at its own cost, an assessment or report from an independent specialist within that same timeframe, and for providing a copy of any such report to the Company. The Company shall have no liability for proceeding with installation where no such concern was disclosed by that point, or where a report was not obtained and provided in advance.

14.8  Where a fault in a product not manufactured by the Company appears to be covered by the original manufacturer’s warranty, the Customer should notify the Company as soon as possible, and the Company will liaise with the relevant supplier on the Customer’s behalf. The Company cannot fund or provide a like-for-like replacement in these circumstances, and may charge a call-out fee and other expenses to assess the product.

14.9  The Company may apply a call-out charge, together with travel expenses, for inspecting any item within the guarantee period, at the Company’s then-current rates. Where inspection finds that reported damage falls outside this guarantee — including where it results from accidental or malicious damage — no refund will be given, and the Customer shall be liable to pay any call-out, labour, travel and delivery charges incurred, together with the cost of any replacement product already supplied on the basis that the fault would be covered.

14.10  Where the Customer requests inspection of an item and it is found that the item inspected is not the item to which the reported fault relates, the Customer shall be responsible for paying any call-out, travel and other related charges.

14.11  Save as set out in this Clause 14, and to the fullest extent permitted by law, all conditions, warranties and terms implied by statute, common law or otherwise (including as to satisfactory quality or fitness for purpose) are excluded from the Contract.

15.  GOODS ONCE IN THE CUSTOMER’S POSSESSION

15.1  Nothing in this Clause 15 excludes or limits the Company’s liability for injury, loss or damage caused by the Company’s own negligence in the manufacture of the Goods, or by negligent advice given by the Company and expressly confirmed in writing as part of the Specification Document.

15.2  The Company designs and manufactures the Goods with reasonable skill and care, having regard to the specialist and often demanding environments and users for which such products are typically intended, and using materials and construction methods considered appropriate to that purpose. However, it is not possible for any manufacturer to design or construct Goods capable of anticipating or withstanding every conceivable use, misuse, behaviour or circumstance that may arise, and no representation is made that the Goods will address every such exigency.

15.3  Once Goods have been delivered, or installation has been completed in accordance with Clause 7.3, the Goods are in the Customer’s possession and under its sole control, and it is the Customer’s responsibility to inspect, use, maintain, and supervise the use of the Goods appropriately.

15.4  The Company gives no warranty that the Goods are indestructible, tamper-proof, or incapable of misuse. Where Goods are marketed as anti-ligature, safety, or similarly protective, this indicates they have been designed and tested to resist particular forms of misuse to current industry standards — not that they are wholly “proof” against deliberate misuse — and the Company accepts no liability for harm arising from such misuse once the Goods have left its control.

15.5  It remains the Customer’s sole responsibility to assess the suitability of the Goods for its intended environment and end users, to share with the Company in writing any behavioural, physical, medical or other specialist information that may be relevant to that specification, and to ensure appropriate supervision of those users and any additional protective measures its own risk assessment identifies as necessary. The Company will take account of any such information provided in writing in making its recommendations, but where relevant information is not provided in writing, or changes after specification, the Company shall have no liability for any claim arising from an absence of that insight; notification given otherwise than in writing (including but not limited to verbal notice) shall not satisfy this Clause 15.5. The Company’s photographs, brochures, and generic guidance are provided for illustration only and do not replace the Customer’s own assessment.

15.6  The Company shall have no liability whatsoever for any injury, loss or damage arising after handover which results from: (a) the Customer’s failure to properly supervise use of the Goods; (b) alteration, extension or interference with the Goods by any person other than the Company; (c) failure to carry out maintenance recommended by the Company; or (d) use of the Goods otherwise than in accordance with the Specification Document and the Company’s written instructions.

15.7  Some end users may, due to their individual physical strength, emotional distress, or mental health needs, act in ways that place significantly greater force or stress on the Goods, or on themselves, than would arise in ordinary use — including but not limited to forceful impact, pulling, kicking, striking, or self-directed harm. The Company recognises the seriousness of these circumstances and will, wherever it is made aware of them, recommend appropriate specification and materials to help reduce the associated risks so far as reasonably practicable. However, such actions and their consequences fall outside fair wear and tear and outside the ordinary use contemplated by the Company’s design and testing, and, save as set out in Clause 15.1, the Company shall have no liability for any resulting damage to the Goods or injury to the individual concerned.

15.8  Save where injury, harm or damage results directly from a manufacturing defect in the Goods, the Company shall have no responsibility or liability whatsoever for the suitability, or unsuitability, of the Goods for any particular individual, and shall have no liability for any resulting injury to health or safety, or damage of any kind. Save as set out in Clause 15.1, full responsibility for assessing and selecting a specification appropriate to the needs of the intended user or users rests at all times with the Customer and any Specifier involved in that selection, and not with the Company.

16.  CHANGES TO THE SPECIFICATION DOCUMENT

16.1  The parties may agree new or amended Specification Documents at any time. Any change to scope, price or programme must be recorded in an amended Specification Document signed or confirmed in writing by both parties before it takes effect.

16.2  Neither party is bound by a proposed alteration until it has confirmed acceptance of the revised terms in writing.

17.  INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights arising from or created in the performance of the Contract (including any design, drawing or bespoke configuration produced by the Company) shall, to the extent not already vested, become and remain the property of the Company. The Customer shall do all things reasonably necessary to ensure such rights vest in the Company. The Customer shall indemnify the Company against any claim that Goods manufactured to the Customer’s own specification infringe the Intellectual Property Rights of a third party.

18.  ADVICE, INFORMATION AND OPINION

To the fullest extent permitted by law, the Company shall have no liability, whether in contract, tort (including negligence) or otherwise, for or arising out of any advice, information or opinion given or made by the Company or its agents, whether oral or in writing, save where such advice is expressly confirmed as part of the Specification Document. It remains the Customer’s responsibility to satisfy itself that the Goods and Services ordered are fit for the purpose for which the Customer requires them.

19.  LIMITATION OF LIABILITY

19.1  Nothing in the Contract or these Conditions limits or excludes the Company’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title); (d) defective products under section 2(3) of the Consumer Protection Act 1987; or (e) any other matter for which liability cannot lawfully be excluded or limited.

19.2  Subject to Clause 19.1, the Company’s total aggregate liability to the Customer arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total price paid by the Customer under the Contract to which the claim relates.

19.3  Subject to Clause 19.1, the Company shall not be liable to the Customer for any loss of profit, loss of business, loss of anticipated savings, loss of opportunity, or for any indirect or consequential loss or damage whatsoever, even where such loss was foreseeable or the Company had been made aware of the possibility of it arising.

19.4  Subject to Clause 19.1, and without limiting the generality of Clauses 19.2 and 19.3, the Company shall have no liability whatsoever for any loss, damage, injury or claim arising once the Goods have been delivered and/or installation has been completed in accordance with Clause 7.3, to the extent that such loss, damage, injury or claim arises from a cause described in Clause 15.6, from fair wear and tear, or from any matter outside the Company’s control after that point.

19.5  The Company shall not be liable to the Customer to the extent that any liability arises from the Company following a design, specification or instruction supplied by the Customer.

19.6  Each provision of this Clause 19 is to be construed separately, applying and surviving even if any other provision is held invalid or unenforceable for any reason.

20.  FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under the Contract to the extent that such delay or failure results from circumstances beyond its reasonable control, including acts of God, war, riot, strike, lock-out, trade dispute, pandemic or epidemic, fire, flood, failure of transport, failure of any third-party supplier, or governmental action. The affected party shall notify the other as soon as reasonably practicable and shall be entitled to a reasonable extension of time; if the event continues for more than 60 days, either party may terminate the affected part of the Contract by written notice without liability, save for payment for Goods and Services already properly supplied.

21.  INDEMNITY

The Customer shall indemnify the Company in full against all claims, costs, expenses and liabilities incurred by the Company arising directly or indirectly from: (a) the Customer’s breach of these Conditions; (b) use of the Goods otherwise than in accordance with the Company’s instructions; or (c) any claim that Goods manufactured to the Customer’s specification infringe a third party’s rights.

22.  CONSUMER RIGHT TO CANCEL (WHERE APPLICABLE)

22.1  Where the Customer is a consumer and the Goods are not personalised or bespoke, the Customer has a statutory right to cancel during a cooling-off period ending on the earliest of 14 calendar days after delivery, or first use, or the Goods being unpacked from their original packaging, save that where installation forms part of the Contract and the Customer requests the Company to begin installation within the cooling-off period, the Customer may lose the right to cancel once installation is complete and acknowledges that a reasonable charge may apply for work already carried out.

22.2  To cancel, the Customer must give the Company clear written notice (letter, email or fax) before the cooling-off period expires. Notice sent by post is treated as given on the date of posting; notice sent electronically is treated as given on the day it is sent.

22.3  Personalised or bespoke Goods manufactured to the Customer’s specification are not subject to the cancellation right in this Clause 22, and may only be returned if defective. Where the Customer nonetheless seeks to cancel an Order for such Goods before completion, Clause 3.4 applies, and the Customer will remain liable for materials and costs already committed by the Company.

22.4  Where the right to cancel is validly exercised, the Company will refund all sums paid (excluding standard delivery costs) within 14 calendar days of the Goods being returned, using the original payment method, and without charging the Customer any fee for the refund.

23.  RETURNS

Where the Customer exercises a right to cancel under Clause 22, Goods must be returned within 14 calendar days in unused, original condition and packaging where reasonably practicable. The Customer is responsible for return carriage costs unless the Goods are faulty, in which case the Company will arrange and bear the cost of collection or return.

24.  COMPLAINTS

Complaints about Goods or Services should be addressed in the first instance to the Company’s Customer Service Department. The Company will endeavour to respond within 14 days. If the Customer does not accept the Company’s response, it should notify the Company in writing within 21 days of the original complaint, and the Company will provide a further response within 7 days of receiving that notice.

25.  TERMINATION

Either party may terminate the Contract immediately by written notice if the other: (a) commits a material breach which, if capable of remedy, is not remedied within 30 days of written notice; (b) commits a material breach incapable of remedy; (c) becomes insolvent, enters administration or liquidation (other than for solvent reconstruction), or has a receiver or administrator appointed; or (d) ceases, or threatens to cease, to carry on its business.

26.  INDEPENDENT CONTRACTORS AND SUB-CONTRACTING

The Company and the Customer contract as independent parties, and neither has authority to bind the other save as expressly agreed in writing. The Company may engage sub-contractors to perform all or part of the Goods manufacture, delivery or installation; this shall not relieve the Company of its obligations under the Contract.

27.  CONFIDENTIALITY

Neither party shall disclose confidential information of the other obtained in connection with the Contract, except to the extent required to perform the Contract, required by law, or with the other party’s prior written consent.

28.  ASSIGNMENT

The Customer shall not assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior written consent. The Company may assign or sub-contract any of its rights or obligations under the Contract at any time.

29.  WAIVER

No failure or delay by either party in exercising any right or remedy under the Contract shall operate as a waiver of it, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

30.  SEVERABILITY

If any provision of these Conditions is held to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

31.  NOTICES

Any notice given under the Contract shall be in writing and may be delivered by hand, sent by pre-paid post, or sent by email to the address of the relevant party set out in the Specification Document (or such other address as that party notifies in writing). Notices are deemed received: if delivered by hand, at the time of delivery; if sent by post, in the ordinary course of post; and if sent by email, on the day of sending, unless the contrary is proved.

32.  ENTIRE AGREEMENT

The Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous agreements, arrangements and understandings, whether oral or written. Except as expressly provided in these Conditions, the Contract may only be varied by a document signed by both parties.

33.  THIRD PARTY RIGHTS

Unless expressly stated otherwise, the Contract does not confer any rights on a third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

34.  GOVERNING LAW AND JURISDICTION

The Contract, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.