Terms & Conditions

The Customer's attention is particularly drawn to the provisions of clause Error! Reference source not found.

1.1 Definitions. In these Conditions, the following definitions apply:

Acknowledgment: a written document headed "Acknowledgment" sent by Morley Glass to the Customer which expressly confirms the supply of Goods and/or Services in accordance with these Conditions and the applicable Quotation, following a part-acceptance by the Customer or a Quotation, or, acceptance of a Quotation on terms other than or different to these Conditions.

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

Collection Location: Unit 3 Leeds 27 Industrial Estate Bruntcliffe Way, Morley, Leeds, England, LS27 0HH, or such other location as the parties may expressly agree in writing.

Conditions: these terms and conditions of supply of goods and services for business customers.

Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its group (if applicable}, including information relating to a party's operations, processes, Intellectual Property Rights, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers, together with any other information that would be regarded as confidential by a reasonable business person.

Contract: the contract between Morley Glass and the Customer for the supply of the Goods and/or Services, comprising of the Quotation, these Conditions and any Acknowledgement (if applicable).

Costs: all outgoings, payments, losses, liabilities, costs, claims, demands, charges, and expenses of any kind incurred in connection with litigation, professional fees, disbursements, and any value added tax to be charged on any of those items.

Customer: a business which purchases the Goods and/or Services from Morley Glass.

Customer Default: shall have the meaning given to it in clause Error! Reference source not found..

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

Delivery Location: the location set out in the Quotation for delivery of the Goods or such other location as the parties may expressly agree in writing.

End Consumer: the consumer to whom the Customer may resell the Goods in accordance with the Contract.

Force Majeure Event: any circumstance not in a party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic (excluding the Covid-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, malicious damage, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any governmental order, rule, regulation or direction or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (f) strikes, lock-outs or other industrial disputes (whether involving the workforce of Morley Glass or any other party); (g) accident or breakdown of plant or machinery; (h) default of suppliers or subcontractors; (i) collapse of buildings, fire, explosion or accident; and U) unexpected interruption or failure of a utility service or transport network. But, excluding the Customer's inability to pay or make payment or circumstances causing the Customer's inability to pay.

Goods: those goods set out in an Order.

Insolvency Event: the other party: (a) enters liquidation or a winding up petition is presented against the company; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; (c) proposes to make any arrangements with its creditors or passes a resolution to place the company into liquidation; or (d) suffers an event which, under the law of a different country, is equivalent to any of the previously specified acts or events.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Morley Glass: Morley Glass & Glazing Limited, a company registered in England and Wales with company number 03530180 and its registered office address at Unit 3 Leeds 27 Industrial Estate Bruntcliffe Way, Morley, Leeds, England, LS27 OHH.

Morley Glass Materials: materials, equipment, documents and other property of Morley Glass.

Order: has the meaning given to it in clause 3.4.

Quotation: a written document headed "Quotation" supplied by Morley Glass to the Customer setting out the Goods and/or Services requested by the Customer.

Services: those aftersales, training and installation services made available by Morley Glass to the Customer from time to time.

Specification: any written specification or requirement for the Goods, including any related plans and drawings, figures, data, sizes, dimensions, quality, requirements, measurements, weight and other information that is provided by the Customer and expressly agreed in writing by the Customer and Morley Glass or as otherwise requested from the Customer by Morley Glass.

Third Party Default: a delay or default of a third party in connection with the manufacture, alterations, amendments, delivery or provision of the Goods and/or Services.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018

Warranty: has the meaning given to it in clause 5.2.

Warranty Period: has the meaning given to it in clause 5.2.

1.2. 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 statutory 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; and

(e) a reference to writing or written includes fax and e-mail.

2.1 The Contract constitutes the entire agreement between the parties and supersedes all previous agreements and understandings between the parties (whether oral or in writing) relating to such subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Morley Glass that is not set out in the Contract.

2.2 Any samples, drawings, descriptive matter or advertising issued by Morley Glass and any descriptions of the Goods or illustrations or descriptions of the Services contained in Morley Glass's catalogues or brochures or on Morley Glass's websites are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

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

2.4 These Conditions shall apply to the supply of both Goods and Services except where an express application to one or the other is specified.

3.1 Each Quotation shall be agreed in the following manner:

(a) the Customer may ask Morley Glass to provide any or all of the Goods and/or Services, and provide Morley Glass with as much information in relation to the Specification as Morley Glass reasonably requests in order that Morley Glass can (if applicable) prepare a Quotation for the applicable Goods and/or Services;

(b) Morley Glass shall either inform the Customer that it:

(i) declines to provide all or part of the requested Goods and/or Services; and/or

(ii) agrees to provide all or part of the Goods and/or Services and provide the Customer with a draft Quotation;

(c) if necessary, Morley Glass and the Customer shall discuss the draft Quotation and Morley Glass shall amend such draft Quotation in line with such discussions; and

(d) thereafter, provide the Customer with a final Quotation.

3.2 The Quotation constitutes an offer by Morley Glass to supply Goods and/or Services to the Customer in accordance with these Conditions.

3.3 Unless stated otherwise any Quotation provided by Morley Glass is only valid for 30 Business Days from its date of issue, at which point it shall automatically expire and shall be incapable of acceptance by the Customer. Notwithstanding the foregoing, Morley Glass may revoke any unaccepted Quotation at any time, without liability to the Customer.

3.4 The Quotation is only accepted when the Customer communicates an acceptance of the Quotation whether orally or in writing (which for the sake of clarity includes by email and/or fax), at which point the Contract shall come into existence and the Quotation shall be considered the "Order" for the Goods and/or Services made by the Customer.

3.5 If the Customer partially accepts a Quotation, or if the Customer purports to accept the Quotation on terms other than these Conditions:

(a) such acceptance will be deemed to be a counter-offer;

(b) no Contract shall come into existence; and

(c) the Quotation shall automatically be withdrawn and be incapable of acceptance by the Customer,

until and unless the Customer receives the Acknowledgment, or Morley Glass commences work under these terms, at which point the Contract shall come into existence.

3.6 Morley Glass may withdraw or amend a Quotation at any time prior to its acceptance by the Customer.

3.7 Any typographical, clerical or other error or omission in any sales literature, quotation, pricelist, Acknowledgment, invoice or other document or information issued by Morley Glass shall be subject to correction without any liability on the part of Morley Glass.

3.8 It is agreed and acknowledged by the parties that:

(a) Morley Glass does not provide construction, installation or similar advice or services, pursuant to any Contract; and

(b) any onward sale of the Goods from the Customer to an End Consumer is separate to the Contract.

4.1 This clause only applies to the provision of Goods.

4.2 Morley Glass shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered and the Customer will be asked to sign (and shall sign) the delivery note (which may be presented on an electronic tablet) at the time of delivery.

4.3 Where packaging (including pallets, stillages, packages or like items) has been supplied by Morley Glass for the purposes of effecting delivery of the Goods to the Customer, the Customer shall be responsible for returning the packaging carriage paid and in good condition to Morley Glass within 28 calendar days of their supply. If Morley Glass has charged the Customer for the provision of packaging, the charge may be credited to the Customer if and when the packaging is returned as set out in this clause, subject to any demurrage or damage.

4.4 Morley Glass shall deliver the Goods to the Delivery Location, or the Customer shall collect the Goods from the Collection Location.

4.5 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location, or the Customer collecting the Goods from the Collection Location.

4.6 If requested by the Customer in writing, the Delivery Location may be the End Consumer's premises.

4.7 On arrival of the Goods at the Delivery Location, the Customer shall promptly provide unloading facilities and when the Goods are ready to be unloaded the Customer shall unload the Goods promptly. Morley Glass may recover from the Customer all and any costs and expenses incurred as a result of the Customer's failure to do so, and the Customer shall make payment to Morley Glass of such costs and expenses on demand. Any assistance provided by Morley Glass or its agents in relation to the unloading of Goods is entirely at the Customer's own risk.

4.8 Any delivery dates quoted shall be approximate only and the time of delivery is not of the essence.

4.9 If the Customer (or the End Consumer, if applicable) fails to collect the Goods, or fails to accept or take delivery of the Goods within 3 Business Days of Morley Glass notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Morley Glass's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 4th Business Day following the day on which Morley Glass notified the Customer (or the End Consumer, if applicable) that the Goods were ready for collection or the date on which delivery was attempted; and

(b) Morley Glass shall store the Goods until collection or delivery takes place, and charge the Customer for all related costs and expenses (including storage and insurance).

4.10 If 5 Business Days after Morley Glass notified the Customer (or the End Consumer, if applicable) that the Goods were ready for delivery the Customer (or the End Consumer, if applicable) has not taken or accepted delivery of them, Morley Glass may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods

4.11 Morley Glass may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.12 Where Goods are collected by the Customer or its agents (or the End Consumer, if applicable) from the Collection Location it shall be the responsibility of the Customer or its agents (or the End Consumer, if applicable) to inspect the Goods before removing the same from the Collection Location. Upon such removal, the Customer will be deemed to have accepted the Goods and Morley Glass shall be under no liability for any loss or damage to the Goods which occurs or may have occurred after the removal of the Goods from the Collection Location.

4.13 Where the Goods are delivered by Morley Glass or its agents (or the End Consumer, if applicable) to the Customer's premises or an address nominated by the Customer, it shall be the responsibility of the Customer (or the End Consumer, if applicable) to inspect the Goods on delivery. Goods alleged by the Customer to be defective must be held by the Customer at its expense and risk so as to enable Morley Glass or its agents to carry out inspection of the same within 14 calendar days of receipt of written notice of complaint. The notice shall include details of each and every defect complained of in respect of each individual item supplied. If Morley Glass accepts that the Goods are defective it may, at its sole discretion, replace any defective items free of charge, or credit the Customer with the value of the same.

5.1 This clause only applies to the provision of Goods.

5.2 Subject to clauses and 13.2(a) and 13.2(b), Morley Glass warrants to the Customer (and not an End Consumer) that on collection or delivery, and for a period of 12 months from the date of collection or delivery (Warranty Period}, the Goods shall:

(a) conform in all material respects with the Specification;

(b) be free from material defects in design, material and workmanship; and

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) together the Warranty.

5.3 Subject to clause 5.5, if:

(a) the Customer gives notice in writing during the warranty period, and within 20 Business Days of discovery, that some or all of the Goods do not comply with the warranty set out in clause 5.2; and

(b) Morley Glass is given a reasonable opportunity of examining such Goods; and

(c) the Customer (or the End Consumer, if applicable) if asked to do so by Morley Glass, returns such Goods to Morley Glass's place of business,

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

5.4 Morley Glass reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements or safety requirement, and to charge the Customer for such amendments accordingly.

5.5 Morley Glass shall not be liable for the Goods' failure to comply with the warranty in clause 5.2 if:

(a) any failure is discovered, or the Customer notifies Morley Glass of any failure, in accordance with clause 5.3 after the Warranty Period has expired;

(b) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2(c);

(c) the defect arises because the Customer failed to comply with clause 8.1(d);

(d) any failure is due to a Third Party Default or Customer Default;

(e) the defect arises as a result of Morley Glass following any drawing, design or Specification supplied by the Customer;

(f) the Customer alters and/or repairs such Goods without the written consent of Morley Glass;

(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; and/or

(h) the Goods differ from those ordered as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.6 Morley Glass shall not be liable for impurities in the Goods due to inclusion that has occurred during production.

5.7 Morley Glass shall, where possible and relevant, and as set out in the relevant Quotation, use reasonable endeavours to assign to the Customer the benefit of any warranty, guarantee or indemnity given by any person supplying any goods to Morley Glass relevant to the Goods. Morley Glass shall not be in breach of these Conditions if it is unable to assign any such warranty, guarantee or indemnity given by any person supplying any goods to Morley Glass relevant to the Goods. Morley Glass does not guarantee that such warranties, guarantees or indemnities provided by such third parties may be passed to any End Consumer.

5.8 Except as provided in this clause 5, Morley Glass shall have provide no further warranty, guarantee, condition or other term whether express or implied by law as to the quality or fitness for purpose of any goods comprised in the Goods and no liability to the Customer or End Consumer in respect of the Goods' failure to comply with the warranty set out in clause 5.2.

5.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Morley Glass under clause 5.2(c).

6.1 This clause only applies to the provision of Goods.

6.2 The risk in the Goods shall pass to the Customer on completion of delivery or collection.

6.3 Title to the Goods shall not pass to the Customer until Morley Glass receives payment in full (in cash or cleared funds) for the Goods.

6.4 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Morley Glass's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep the Goods insured against all risks for their full price on Morley Glass's behalf from the date of delivery or collection;

(d) notify Morley Glass immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(c); and

(e) give Morley Glass such information relating to the Goods as Morley Glass may require from time to time.

6.5 If, before title to the Goods passes in accordance with clause 6.3, the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(c), then, without limiting any other right or remedy Morley Glass may have:

(a) the Customer's right to use the Goods in the ordinary course of its business shall immediately cease; and

(b} Morley Glass may:

(i) require the Customer to deliver up all Goods in its possession; and

(ii) if the Customer fails to deliver up all Goods in its possession so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover the Goods.

7.1 This clause only applies to the provision of Services.

7.2 Morley Glass shall provide the Services to the Customer in accordance with the Service description in all material respects.

7.3 Morley Glass shall use reasonable endeavours to meet any Service performance dates in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.4 Morley Glass shall have the right to amend the Services if required by any applicable statutory or regulatory requirements or safety requirement, or which do not materially affect the nature or quality of the Services, and Morley Glass shall notify the Customer in any such event and charge the Customer for such amendments accordingly.

7.5 Morley Glass warrants to the Customer that the Services will be provided using reasonable care and skill.

8.1 The Customer shall: 

(a) ensure that the Quotation (prior to its acceptance) and Specification is accurate and completely sets out the Goods and/or Services requested by the Customer;

(b) promptly provide Morley Glass, its agents, subcontractors, consultants and employees, on request and at no charge, with the Specification, information in relation to the Specification, instructions, co-operation, information, answers, supporting data, materials and resources (whether owned by the Customer, End Consumer or a third party) that Morley Glass may reasonably require from time to time in connection with the supply of the Goods and/or Services;

(c) co-operate with Morley Glass in all matters relating to the Goods and/ Services;

(d) follow Morley Glass's oral or written instructions as to the use, storage, sale, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(e) provide (or procure the provision of) Morley Glass, its employees, agents, consultants and subcontractors, with access to the Customer's and/or and End Consumer's premises, office accommodation and other facilities as reasonably required by Morley Glass to provide the Goods and/ Services;

(f) prepare the Delivery Location or other relevant premises for the supply of the Goods and/ Services;

(g) be solely responsible for understanding the onward sale of any Goods, the regulatory requirements applicable to its business, and for using the Goods and receiving the Services in a manner that complies with those requirements;

(h) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and/ Services before the date on which the Goods and/ Services are to start and/or be provided; and

(i) keep and maintain all Morley Glass Materials at the Customer's or other relevant premises in safe custody at its own risk, maintain Morley Glass Materials in good condition until returned to Morley Glass, and not dispose of or use Morley Glass Materials other than in accordance with Morley Glass's written instructions or authorisation.

8.2 If Morley Glass's performance of any of its obligations in respect of the Goods and/ Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Morley Glass shall without limiting its other rights or remedies have the right to suspend performance of the Services and delivery of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Morley Glass's performance of any of its obligations;

(b) Morley Glass shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Morley Glass's failure or delay to perform any of its obligations, as set out in this clause 8.2; and

(c) the Customer shall reimburse Morley Glass on written demand for any costs or losses sustained or incurred by Morley Glass arising directly or indirectly from the Customer Default.

9.1 The price for the Goods shall be the price set out in the Quotation or, if no price is quoted, the price set out in Morley Glass's published price list as at the date of delivery or collection. The price of the Goods stated by Morley Glass is "ex works" which means that the price given is exclusive of all costs and charges of packaging, insurance and transport of the Goods, unless otherwise agreed in writing. This clause only applies to the provision of Goods.

9.2 Unless specified in the Quotation the charges for Services shall be on a time and materials basis:

(a) unless otherwise agreed in writing between the parties, the charges for Services shall be calculated in accordance with Morley Glass's standard daily fee rates;

(b) Morley Glass's standard daily fee rates for each individual person, shall be no less than £1,000.00 per calendar day unless otherwise agreed in writing, and are calculated on the basis of an 8-hour day from 8.00 am to 5.00pm worked on Business Days;

(c) Morley Glass may charge an overtime rate of no less than 50% per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and

(d) Morley Glass may charge the Customer for any expenses reasonably incurred by the individuals whom Morley Glass engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Morley Glass for the performance of the Services, and for the cost of any materials.

This clause only applies to the provision of Services.

9.3 Morley Glass reserves the right to increase:

(a) the price of the Goods, by giving notice to the Customer at any time before the date of delivery or collection, to reflect any increase in the cost of the Goods to Morley Glass that is due to:

(i) any factor beyond the control of Morley Glass, including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;

(ii) any request by the Customer for special packaging or collection arrangements; a change to change the date(s) of delivery or collection, delivery location(s) or collection points; instalment requests; quantities or types of Goods ordered; or the Specification; and/or

(iii) any delay caused by any instructions of the Customer in respect of the Goods and/or failure of the Customer to give Morley Glass adequate or accurate information, instructions and/or Specification(s) in respect of the Goods; and

(b) the standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Morley Glass will give the Customer written notice of any such increase no less than 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer:

(i) it shall notify Morley Glass in writing no later than 4 weeks after the date of Morley Glass's notice to increase the daily fee rates for the charges; and

(ii) Morley Glass shall have the right, without limiting its other rights or remedies, to terminate the Contract by giving 2 weeks' written notice to the Customer.

9.4 Morley Glass shall invoice the Customer for the Goods and/or Services at any time after the Customer has accepted the Quotation.

9.5 Unless specified otherwise in the Quotation, the Customer shall pay each invoice submitted by Morley Glass immediately on receipt, and time for payment shall be of the essence of the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by Morley Glass to the Customer, the Customer shall, on receipt of a valid VAT invoice from Morley Glass, pay to Morley Glass such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.7 If the Customer fails to make any payment due to Morley Glass under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 10% per annum above Barclay's Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

9.8 The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding except as required by law. Morley Glass may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Morley Glass to the Customer.

10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services are owned by Morley Glass and/or its third party licensors.

10.2 The Customer acknowledges that, in respect of any Intellectual Property Rights of Morley Glass or any third party Intellectual Property Rights in the Goods and/or Services, the Customer's use of any such Intellectual Property Rights is conditional on Morley Glass's consent and/or obtaining a written licence from the relevant third party licensor on such terms as will entitle Morley Glass to license such rights to the Customer.

10.3 The Customer shall not:

(a) use or display any tradename, logo, packaging, advertising or promotional literature belonging to or licensed by Morley Glass without the express prior written consent of Morley Glass; or

(b) use the trade name "uniblind" for any product or Goods that has not been purchased from Morley Glass directly,

and any use of the foregoing without Morley Glass's express prior written consent may be pursued by Morley Glass in order to protect Morley Glass's Intellectual Property Rights and commercial reputation.

10.4 This clause 10 shall survive termination of the Contract.

11.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.

11.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 11.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11.4 This clause 11 shall survive termination of the Contract.

12.1 The Customer shall indemnify Morley Glass and its employees 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 (including legal costs reasonably incurred by Morley Glass in responding to or defending any such claim, whether or not proceedings are issued)) suffered or incurred by Morley Glass and/or its employees, on a full indemnity basis, arising out of or in connection with any:

(a) instructions of the Customer or any End Consumer in respect of the Goods or Services and/or failure of the Customer to give Morley Glass full and/or accurate information, instructions and/or Specification(s) in respect of the Goods and/or Services;

(b) incident at the Delivery Location other than an incident caused solely by Morley Glass;

(c) incident during collection other than an incident cause solely by Morley Glass;

(d) incident caused by or in connection with the Customer's failure to provide to Morley Glass, any health and safety policies applicable at the Delivery Location at or before the time of the Order;

(e) claim made against Morley Glass in respect of loss or damage claimed by any third party (including by End Consumers) against Morley Glass that is in relation to:

(i) actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Morley Glass's use of the Specification, to the extent that the Goods are to be manufactured in accordance with a Specification; or

(ii) any fault of the Customer or a third party, including incorrect installation of the Goods, incorrect ordering of Goods, inaccurate Specification(s), Specification(s) not complying with applicable laws or being defective in any way, or the Customer's or any third party's violation of the Construction (Design and Management) Regulations 2015;

(iii) the Goods that falls outside the Warranty; and

(f) failure by the Customer to comply with clause 8.1(d};

and Morley Glass may recover on demand all such sums as a debt. This clause 3.2 shall survive termination of the Contract.

13.1 Nothing in these Conditions shall limit or exclude Morley Glass's liability for:

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

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(e) defective products under the Consumer Protection Act 1987.

3.2 Subject to clause 13.1:

(a) Morley Glass shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit, sales, business, agreements, anticipated savings, use or corruption of software, data or information; (ii) loss arising out of or in connection with construction services in relation to the Goods and/or Services; (iii) indirect or consequential loss arising out of or in connection with the Contract; (iv) loss of or damage to goodwill; (v) loss incurred by the Customer as is excluded under clauses, 5.5 and 8.2(b) or any other term of the Contract; or (vi) loss arising out of or in connection with assistance provided by Morley Glass or its agents in relation to the unloading of Goods;

(b) Morley Glass shall under no circumstances whatever be liable to the Customer or any End Consumer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any liabilities, costs, expenses, damages and losses (including professional costs and expenses) suffered or incurred by the Customer or any End Consumer in connection with any fault of the Customer or a third party, including incorrect installation, incorrect ordering of Goods, inaccurate Specification(s), Specification(s) not complying with applicable laws or being defective in any way, or the Customer's or any third party's violation of the Construction (Design and Management) Regulations 2015; and

(c) Morley Glass's total aggregate liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower of (a) £12,000, and (b) 100% of the total price for the Goods and Services actually paid in full and cleared funds by the Customer to Morley Glass under the Quotation to which the liability relates.

13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.4 This clause 13 shall survive termination of the Contract.

14.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under the Contract and:

(a) such breach is irremediable; or

(b) if such breach is remediable and the other party fails to remedy that breach within 20 Business days after receipt of notice in writing to do so.

14.2 Without limiting its other rights or remedies, Morley Glass may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) one or more of the following applies to the Customer: (a) it ceases to trade; (b) it is unable to pay its debts; and/or (c) it suffers an Insolvency Event;

(c) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or

(d) a Force Majeure Event prevents Morley Glass from providing any of the same Services and/or Goods for more than 8 weeks.

14.3 Without limiting its other rights or remedies, if at any point the Customer ceases to trade, is unable to pay its debts and/or suffers an Insolvency Event or Morley Glass reasonably believes that the Customer is about to become subject to an Insolvency Event, Morley Glass may:

(a) withhold the supply of the Goods and/or Services under the Contract or any other contract between the Customer and Morley Glass; and/or

(b) terminate the Contract for the supply of the Goods and/or Services without liability,

and nothing in this clause 14.3 shall prevent Morley Glass from invoicing the Customer for costs incurred by Morley Glass in relation to the Contract in relation to any Goods and/or Services provided to the Customer, prior to the date of termination.

14.4 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to Morley Glass all of Morley Glass's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Morley Glass shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of Morley Glass Materials which have not been fully paid for. If the Customer fails to do so, then Morley Glass may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15.1 Data Protection. It is anticipated that the parties will each collect personal data covering business to business contact details in their capacity as data controllers. In so far as a party collects and processes personal data of the other party it will comply with its respective obligations in relation to the Data Protection Legislation. If a party acts as a data processor the parties shall enter into a data processing agreement that meets the requirements of the Data Protection Legislation.

15.2 Force Majeure. Morley Glass shall not be in breach of the Contract or otherwise liable to the other party for any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

15.3 Bribery Act 2010, Modern Slavery Act 2015 and Criminal Finances Act 2017. The Customer shall comply with the Bribery Act 2010, Modern Slavery Act 2015 and the Criminal Finances Act 2017 and not do, or omit to do, any act that will cause Morley Glass to be in breach of the Bribery Act 2010, Modern Slavery Act 2015 or the Criminal Finances Act 2017.

15.4 Assignment and other dealings. Morley Glass may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Customer shall not, without the prior written consent of Morley Glass, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

15.5 Notices. 

(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 (if it is a company) or its principal place of business (in any other case) 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 or sent by prepaid first-class post or other next Business Day delivery service, or by commercial courier 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 other next Business Day delivery service, at 9.00 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 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

15.3 Severance. 

(a) If any provIsIon or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.8 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

15.9 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.10 Costs. The Customer shall reimburse Morley Glass, pursuant to Part 44.5 of the Civil Procedure Rules, against all Costs incurred by Morley Glass, in connection with Morley Glass's preservation, exercise or enforcement of any of its rights, or the attempted preservation, exercise or enforcement of any of its rights, under or in connection with the Contract. For the avoidance of doubt, the Parties agree that Morley Glass's Costs will be the subject of detailed assessment (time spenUhourly rate) if not agreed, and that Part 45 of the Civil Procedure Rules shall not apply.

15.11 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Morley Glass.

15.12 Governing law. This agreement 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 the law of England and Wales.

15.13 Jurisdiction. 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 the Contract or its subject matter or formation (including non-contractual disputes or claims) save that claims for injunctive relief in relation to allegations of breach of confidence and any claims relating to Intellectual Property Rights may be brought in any competent jurisdiction.