Terms and Conditions

1. STANDARD TERMS AND CONDITIONS

1.1 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.2 You must read these Conditions carefully. If You are in doubt as to any aspect of these Conditions You should seek Your own advice.

1.3 Your attention is drawn in particular to the provisions of clause 11

2. INTERPRETATION

2.1 In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for usual commercial business.

Conditions: the terms and conditions set out in this document.

Contract: the contract between You and Us for the sale and purchase of the Goods in accordance with these Conditions.

You or Your: the person or firm who purchases the Goods from Us whose details appear on the Order.

Force Majeure Event: has the meaning given in clause 11.3.

Goods: the goods (or any part of them) set out in the Order.

Order: Your order for the Goods, as set out in Your purchase order form, online purchase order form, or Your written acceptance of Our quotation as the case may be. Specification: any specification for the Goods, including any related plans and drawings, that We agree to supply.

Us or Our or We: Yewdale Corporation Ltd t/a Yewdale whose business address is at Enterprise Way, Wickford, Essex SS11 8DH.

2.2 In these Conditions, the following rules of interpretation apply:

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

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and e-mails.

3. BASIS OF CONTRACT

3.1 Your Order constitutes Your offer to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of Your Order and any applicable Specification are complete and accurate.

3.2 Your Order shall only be deemed to be accepted when We issue a written acceptance of Your Order, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between You and Us. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in the Contract.

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

3.5 Our quotation for the Goods shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3.6 We will only supply You with YewdaleKestrel products after We have provided You with specific training on their application and installation. We reserve the right to charge You for such training.

4. GOODS

4.1 The Goods are described in Our catalogue as modified by any applicable Specification.

4.2 To the extent that the Goods are to be manufactured in accordance with Your Specification, You shall indemnify Us 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 Us in connection with any claim made against Us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Our use of the Specification. This clause 4.2 shall survive termination of the Contract.

4.3 We reserve the right to amend the specification of the Goods or the Specification to comply with any applicable statutory or regulatory requirements.

5. DELIVERY

5.1 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after We notify You that the Goods are ready.

5.2 If a specific delivery time has been requested and has been confirmed by Yewdale, our driver will wait up to a maximum of 20 minutes past the agreed timeslot. If nobody is on site to take the delivery after 20 minutes, we will abort the delivery and endeavour to rearrange the delivery for a later date.

5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

5.4 You must inspect the Goods within 10 Business Days of delivery and notify Us immediately of any damage or any other problems.

5.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any failure to or delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If a planned delivery fails due to one or more of the following reasons which is out of Our control, we will apply a further carriage charge for the redelivery of the Goods:

(a) Our driver being unable to gain access to the site or address

(b) The site or location being closed

5.7 If You fail to take or accept delivery of the Goods within a reasonable period and in any event, not more than seven Business Days of Us notifying You that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under the Contract:

(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the eighth Business Day after the day on which We notified You that the Goods were ready; and

(b) We shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance).

5.8 If 20 Business Days after the day on which We notified You that the Goods were ready for delivery You have not taken or accepted delivery of them, We may resell or otherwise dispose of part or all of the Goods and charge You for any shortfall below the price of the Goods including Our storage, insurance and selling costs.

5.9 We may deliver the Goods in instalments.

6. PRODUCT WARRANTY

6.1 We warrant that:

(a) YewdaleDefiant® Blinds manufactured by Yewdale; and

(b) YewdaleDefiant®Fabric and Components, when used in conjunction only; and

(d) YewdaleMovatrack®Cubicle Tracks and YewdaleMovatrack® Intravenous Tracks in component form or made-to-measure (when used with only YewdaleMovatrack® components and YewdaleHarrier® Conventional/Disposable curtains); and

(e) YewdaleVitesse® Curtain Tracks in made-to-measure or component form (Yewdale components only);

Will be free from manufacturing defects in materials or workmanship for a lifetime of 25 years (3 years for the YewdaleKestrel® SafeDoor®) from the date that We deliver the Goods to You.

If any Yewdale product is used as part of / in conjunction with any other non-Yewdale system, a 5-year warranty is offered.

6.2 We additionally warrant that:

(a) Electrical components provided with YewdaleDefiant® Blinds or YewdaleVitesse® Curtain Tracks or in component form; and

(b) YewdaleHarrier® Curtains (excluding YewdaleHarrier® Disposable Curtains and any non-stock sizes) will be free from manufacturing defects in materials or workmanship for a period of 5 years (2 years for motors with electronic limits) from the date that We deliver the Goods to You.

6.3 The above warranties (the “Warranties” or “Warranty”) are in addition to Your legal rights and remedies.

6.4 The Warranties are for Your benefit and for the benefit of the owner of the property where the Goods are installed at the date of installation.

6.5 If We find that any Goods supplied by Us fail to meet the Warranties, then We will at our option repair or replace any defective parts. This is the full extent of Our obligation.

6.6 Our Warranty obligations do not include any labour charges, travel, site time or any other costs of installation or removal.

6.7 You must contact Us in writing to usual business address as soon as You suspect that You may have a Warranty claim for the Goods giving as much detail as possible about the problem including Your original invoice for the Goods, delivery note, or other proof of purchase as appropriate.

6.8 We shall not be liable for Goods' failure to comply with the Warranties in any of the following events:

(a) You make any further use of such Goods after giving notice in accordance with clause 6.7;

(b) the defect arises because You or any other user failed to follow Our oral or written instructions as to the storage, commissioning, use and maintenance of the Goods;

(d) the defect arises as a result of your specification;

(e) the Goods have been improperly installed or not installed in line with Our guidelines;

(f) the Goods have been altered or repaired without Our consent;

(g) the defect arises as a result of fair wear and tear, misuse, abuse, wilful damage, accident, neglect, negligence, or abnormal storage or working conditions; or

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

6.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.10 The Warranties shall apply to any repaired or replacement Goods that We supply.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to You on completion of delivery.

7.2 Title to the Goods shall not pass to You until We have received payment in full (in cash or cleared funds) for the Goods.

7.3 Until title to the Goods has passed to you, you shall:

(a) hold the Goods on a fiduciary basis as Our bailee;

(b) store the Goods separately from all other goods held by You so that they remain readily identifiable as Our property;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) notify Us immediately if You become subject to any of the events listed in clause 10.2; and

(f) give Us such information relating to the Goods as We may require from time to time, but You use the Goods in the ordinary course of Your business.

7.4 If before title to the Goods passes to you, you become subject to any of the events listed in clause 10.2, or if We reasonably believe that any such event is about to happen and We notify You accordingly, then, provided that the Goods have not been irrevocably incorporated into another product, and without limiting any other right or remedy We may have, We may at any time require You to deliver up the Goods and, if You fail to do so promptly, enter any premises of Yours or of any third party where the Goods are located in order to recover them.

8. CANCELLATION AND RETURNS

8.1 Once We have accepted Your Order, You may only cancel Your Order if We at Our absolute discretion permit You to do so in writing.

8.2 If We permit You to cancel Your Order, then You must pay Us all losses and costs incurred and that We suffer as a result.

8.3 We will only accept returns of goods if they are returned:

(a) in their original packaging;

(b) in a saleable condition; and

8.4 If We accept your return then a re-stocking charge of 25% of the value of Goods applies.

8.5 We do not accept returns of any made-to-measure or bespoke Goods.

9. PRICE AND PAYMENT

9.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price We set out in Our published price list as in force on the date that We accept Your Order.

9.2 We may notify You at any time before We accept Your Order of an increase to the price of the Goods to reflect any increase in the cost of the Goods.

9.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to You.

9.4 The price of the Goods is exclusive of amounts in respect of value-added tax (“VAT”) unless stated otherwise.

9.5 If You do not have an approved credit account then You must pay Us in cash or otherwise in cleared funds before We commence the manufacture of the Goods.

9.6 If You have an approved credit account:

(a) We may invoice You for the Goods on or at any time after the completion of dispatch; and

(b) You must pay Our invoice in full and in cleared funds no later than the 20th day of the month following the date of Our invoice, unless otherwise agreed in writing; and

(d) Time of payment is of the essence.

9.7 If You fail to make any payment due to Us under the Contract by the due date for payment (the “due date”), then You shall pay interest on the overdue amount at the rate of 8% per annum above the base lending rate of Bank of England and to be subject to debt recovery cost. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

9.8 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies that We may have, set off any amount owing to Us by You against any amount payable by Us to You.

9.9 Without prejudice to any other rights or remedies that We may have if You fail to pay Us any amount pursuant to the Contract the person who has signed these Terms and Conditions shall be personally liable and guarantees the payment and We shall pursue that person accordingly.

10. YOUR INSOLVENCY OR INCAPACITY

10.1 If You become subject to any of the events listed in clause 10.2, or if We reasonably believe that You are about to become subject to any of them and notify You accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend all further deliveries under the Contract or under any other contract between You and Us without incurring any liability to You, and all outstanding sums in respect of Goods delivered to You shall become immediately due.

10.2 For the purposes of clause 10.1, the relevant events are:

(a) You suspend, or threaten to suspend, payment of Your debts, or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts, or (being a company) You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) You are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) You have any partner to whom any of the foregoing apply;

(b) You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or You make a proposal for or enter into any compromise or arrangement with Your creditors;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up;

(d) (being an individual) You are the subject of a bankruptcy petition or order;

(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;

(f) (being a company) a floating charge holder over Your assets has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint an administrator or receiver over Your assets or an administrator or receiver is appointed over Your assets;

(h) any event occurs, or proceeding is taken, in any jurisdiction to which You are subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a)to clause 10.2(g) (inclusive);

(i) You suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of Your business;

(j) Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy; and

(k) (being an individual) You die or, by reason of illness or incapacity (whether mental or physical), You are incapable of managing Your own affairs or becomes a patient under any mental health legislation.

10.3 Termination of the Contract, however arising, shall not affect any of the parties rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Conditions shall limit or exclude Our liability for:

(a) death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987; or

11.2 Subject to clauses 11.1 and 11.3:

(a) We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

11.3 In the absence of any negligence or breach of duty by Us, We will not accept any responsibility for any injury loss or damage caused or contributed or attributable to any YewdaleKestrel® product in circumstances where

1) YewdaleKestrel® product has not been installed or fitted by a person trained by and with current accreditation from Us at the date of the installation or fitting

2) and/or where the YewdaleKestrel® product is being or has been used as a component element of any system or apparatus which has not been manufactured or approved by Us

3) and/or where the YewdaleKestrel® product is not being used in accordance with the published dimensions or specifications for the product

4) and/or where the YewdaleKestrel® product has not been maintained and tested in accordance with our O + M Guidance

12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network or utilities or the internet, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, the collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or adverse weather conditions, or default of suppliers or subcontractors.

13. GENERAL

13.1 Assignment and subcontracting

(a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights or obligations under the Contract without further reference to You.

(b) You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

13.2 Notices and Communications

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first-class post or recorded delivery, at 11.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

(d) We may record telephone calls made by Us and received by Us for quality and training purposes.

13.3 Severance

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the director, company officer or proprietor of the business.

13.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.

YCLTC Rev24.1 - January 2024

Yewdale Terms & Conditions