T&Cs and Warranty

8. The Buyer’s Obligations

 

8.1 The Buyer shall:

a. cooperate with Uma Designs and the Installer / Main Contractor in all matters relating to the Goods;

b. provide Uma Designs and the Installer, in a timely manner, with such information and materials (including name, full delivery address, contact details, and any applicable specification) as Uma Designs and/or the Installer may reasonably require in order to supply the Goods and the Installation of the Goods and ensure that it is complete, accurate in all respects and may be relied upon by Uma Designs and/or the Installer in providing the Goods and Installation of the Goods including any specification or information in the Order that the Buyer provides, within a sufficient time to enable the Seller to perform the Contract in accordance with its terms;

c. provide Uma Designs, the Installer, consultants, and subcontractors with safe and secure access to the relevant premises and other facilities as reasonably required by Uma Designs and the Installer to supply (and install, if Installation is provided for in the Order) the Goods;

d. not do anything which infringes Uma Designs’ Intellectual Property Rights;

e. be solely responsible for financing the storage or environmentally sound disposal of all leftover materials/Goods;

f. provide Uma Designs and the Installer (promptly following its request) with any data, documentation, information or other assistance which Uma Designs reasonably requests from time to time to demonstrate the Buyer’s compliance with clause 8.1(e);

g. perform the obligations in clauses 8.1(e), (f) and (h) at the Buyer’s sole cost and expense and hold harmless and indemnify the Sellers, its officers and representatives and the Installer in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in respect of the Buyer’s breach of clauses 8.1(e), (f) or (h);

h. has obtained any required consent from neighbours or the local council and conformed to any restrictive covenant which applies to build any and all of the structures that are specified and requested by the Buyer, which have been quoted by Uma Designs, including but not limited to any structures that are attached to party walls or extensions near any neighbour’s boundaries.

8.2 If Uma Designs’ or the Installer’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (the Buyer’s Default):

a. Uma Designs and/or the Installer shall without limiting its other rights or remedies have the right to suspend delivery of the Goods until the Buyer remedies the Buyer’s Default, and to rely on the Buyer’s Default to relieve it from the performance of any of its obligations to the extent the Buyer’s Default prevents or delays Uma Designs’ and/or the Installer’s performance of any of its obligations;

b. Uma Designs and/or the Installer shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from Uma Designs’ and/or the Installer’s failure or delay in performing any of its obligations; and, 

c. the Buyer shall reimburse Uma Designs and/or the Installer in full on written demand for any costs or losses sustained or incurred by Uma Designs and/or the Installer arising directly or indirectly from the Buyer’s Default.

8.3 If no foundations are included in the quotation, the customer shall ensure that the foundations, made of either a concrete slab or paving slabs are flat and level by +-1cm throughout, that the site or foundations are on a well-drained site to prevent any build-up of water around the garden room or extension, and that the foundations/ building footprint is the same size (e.g 3x3 meters for a 3x3 meter building), that the garden room or extension with 500mm - 1000mm distance away from any fence, wall or boundary as to enable the Buyer to treat the building as required on a regular basis (excluding an extension’s connection to an existing property, where the join is appropriately sealed) to prevent damp buildup around the building. 

a. A well-made level base can be arranged by the Installation Provider (for an additional cost).

b. The base/foundation of the building must be solid enough for our Installation Provider to work safely. If the Buyer is laying a concrete base, the Buyer must allow a minimum of 3 days for the base to set before Installation takes place.

c. When the Installation Provider arrives on site they will visually inspect how flat and level the base is, its size and whether or not it is hard enough for work to begin safely. If they discover the base is not sufficient in any way, they will consider the options available with the Buyer and if the Buyer wishes to continue, the Installer will ask the Buyer to sign a disclaimer to allow work to continue. If the Buyer chooses to postpone the installation until the discovered problems have been fixed, the Installer will require recompense. The Installer may not discover any issues on visual inspection, but this will not mean that they will carry any liability if the base is in fact not flat and level or suitable.

d. The Installation Provider is not an engineer; any defects that occur due to insufficient support from the base remain the responsibility of the Buyer, even after the Installer visually inspects the base,  and the Installer will not examine the appropriateness of the base to support the building taking into account ground movement or ground conditions, neither does the Installer inspect the reliability of the base, which may involve the analysis of the quality of materials used and applied for the base.

e. It is a must to erect the Product on a solid level base (i.e. concrete base, patio slabs) that has dried out completely. Please note that no foundation accessories or fixings are supplied together with the Goods/Product as standard.

8.4 If an Installation service is not provided for in the Order:

a. The Buyer shall ensure that every step set out in the instructions manual is followed diligently and carefully, using tools that are adequate and safe to use for the Installation.

b. If the Buyer or the Buyer’s contractor, must take any and all precautions to avoid harm and damage to materials and person, whilst also taking due diligence in understanding how tools operate (and how to operate them safely) and the requirements of the building construction to perform the work with reasonable care.

c. If the Buyer cannot meet the requirements set out in clause 8.4(a) and 8.4(b), the Buyer must request from Uma Designs an installation service, where an Installation Provider will be selected to carry out the Installation. Failure to do so will forfeit any liability that Uma Designs may bear to the Buyer in providing instructions for the proper and successful Installation of the Goods and Product.

8.5 It is not recommended to keep anything that could be a major source of moisture (e.g hot tub) inside any of our structures, as this increases the risk of mould and possible deformation of the structure itself.

8.6 It is not recommended to load the roof with more than 25Kg per square meter. Ignoring this recommendation might lead to a sagging roof or deformation of the structure.

8.7 The Buyer must check that all the Goods have been physically delivered. If installation has not been arranged by Uma Designs, the Buyer must check to see whether all parts are accounted for before employing the services of a third party to perform the Installation of the Product in order that, in the improbable event that parts of the Goods are omitted, incorrect or damaged, Uma Designs is able to organise the delivery of replacement parts within reasonable time* (* Reasonable time will be a period of one to two weeks for most parts of the Goods, although parts that require re-manufacturing will take up to 4 weeks). 

a. If the Buyer decides to use a third party other than the Installation Provider to erect/construct the Product, the Buyer should allocate a specific time for this third party to understand the instructions, and to acknowledge all the Goods that have been delivered in order to perform Installation without hindrance or delay.

b. If the Buyer has not requested Uma Designs to arrange for installation, Uma Designs and the Installer is not responsible for the Buyer’s financial losses, such as the cost of hiring professionals and tradesmen, etc., which result from the Buyer’s failure to check that all the parts have been delivered against the packing list before starting the assembly.

c. Once the Goods and/or Product has been delivered and the Buyer has checked that all the component parts are accounted for, it is deemed by both parties that the Buyer has fully accepted the Order as satisfactory as per the Agreement. 

8.8 Doors supplied by Uma Designs are not "toe and heeled", which is a term used to define the transfer of the weight of the glass onto the hinge side of the frame, by use of packers and spacers, allowing the door frames to operate smoothly. Uma Designs and/or the Installer are not obliged to perform the "toe and heeling" and the Buyer is solely responsible for having the doors "toe and heeled" within 2 (two) months of the completed installation so that the doors are not damaged with improper use. If the Buyer fails to do this, the doors may not function properly and over time the doors may not open, lock, or close properly.

a. After "toe and heeling" the Buyer is solely responsible for and is obliged to carry out maintenance on the doors to keep them operating smoothly, by means of adjusting the door's hinges with suitable allen keys and spanners.

8.9 If any dispute arises under this agreement, the Buyer shall not be permitted to publish any statement, on any public outlet, which may disparage, denigrate, slander, libel, or defame Uma Designs or the Installers, before the statement is determined, via Arbitration or a court, to be true, accurate, wholly not misleading and with full and clear disclosure of all relevant context, by the Arbitrator or court. Any such ruling must be sent to Uma Designs at least 7 (seven) days before the publication of that statement which would be determined by the court or Arbitrator. If the Buyer does not comply with this clause, both parties hereby agree that noncompliance with this clause shall be considered defamation (libel), and will be pursued by, Uma designs or the Installer, with the full extent of the law. If such publication is not removed within 48 (forty-eight) hours of it being published, it's author or both the author and Buyer shall be liable to pay either Uma Designs or the Installer a compensatory amount starting from £15,000.00, which is calculated at a monthly rate of profits from two potential sales of the Product of which the publication is about,  which is hereby understood and agreed as 40% of the total Product price, of which amount will recur and accumulate every 30 calendar days from the date of the initial publication.

8.10 This Contract/Agreement is confidential. The Buyer shall not disclose this Contract/Agreement or any part of it, the link to this Contract, or the link to the Order Form where the Contract link can be found, to any third party, or publish this Contract/Agreement or the information stated in this Contract/Agreement to any public outlet, unless authorised before-hand by Uma Designs. The information herein transmitted is confidential and/or privileged. It is intended solely for the person to whom it is addressed, or to whom Uma Designs had given the link (the link to the Order Form). If you are not the intended recipient you should not disseminate, distribute, or copy this Contract/Agreement. Please notify us if you have received this link, or the link to the Order Form where the Contract link can be found, in error and delete it from your system immediately. Any breach of this clause 8.10, shall be deemed infringement of the Seller's intellectual property, and the infringer shall be liable to pay the cost of the professional fees required to write and issue this Contract , which is a sum of £3,000.00, payable in full, immediately upon infringement and upon demand to Uma designs.

8.11 If the materials are damaged by rain and water during the course of installation, this shall be deemed the fault of the Buyer, where measures should
have been or should be taken to prevent and moisture from damaging the materials before the Installer can complete the building. Any ingress of water can take weeks to dry, so it is paramount that the buyer ensures that no water ingresses into the unfinished materials and structure, and it is agreed by both parties that the Installer is under no obligation to wait and delay Completion, for such materials and structure to dry before
continuing the installation. If this event does occur, the Buyer must take steps to dry the building from the inside, although this may not totally remove all moisture ingress that has built up during the installation.

8.12 The Buyer must ensure that any important details of the property and site affected by the work, technical drawings, plan drawings, building regulation drawings, tree survey reports, drainage and sewer reports, soil investigation reports, and structural drawings and calculations are obtained and given to Uma Designs via an email and in writing before the commencement of any work, and the Buyer shall be liable for any defects which may result from the omission of any of them.

 

 

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9. Liability

 

9.1 Subject to clause 9.4:

a. Uma Designs’ and the Installer’s total aggregate liability under the Contract (whether in contract, tort (including, but not limited to, negligence (strict liability or otherwise) shall not exceed the total Price paid or payable under the Contract; and

b. Uma Designs and the Installer shall not be liable for: (i) indirect, special or consequential loss or damage; or (ii) loss of profits; (ii) loss of goodwill; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) injury to reputation; or (vi) third party losses, in each case regardless of the form of action, whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise, and regardless of whether Uma Designs and/or the Installer knew or had reason to know of the possibility of the loss or damage in question. (vi)  any loss or damage arising from the lack of consent or permission obtained by the Buyer from neighbours and/or the local council.

9.2 Uma Designs and the Installer does not warrant, represent or undertake that it will be able to repair or replace any Product under this Agreement (Terms of Sale and Warranty)  without risk to and/or damage to any other property within and surrounding the product.

9.3 The Sellers shall be under no liability in respect of any Defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Sellers’ instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Sellers’ approval.  At the Buyer’s sole cost and expense, the Buyer shall hold harmless and indemnify the Sellers, its officers, and representatives in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in respect of the Buyer’s breach of this clause.

9.4 Nothing in the Contract shall exclude or limit Uma Designs’ and/or the Installer’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) damage suffered as a result of the breach of the warranties as to title and quiet enjoyment implied under English law; (iiii) any other loss or damage the exclusion or limitation of which is prohibited by English law, or (iv) wrongful termination, deliberate personal repudiatory breach or willful refusal to perform its obligations under the conditions of sale.

9.5 Except as set out in the Contract, all warranties, conditions and other terms implied by statute or common law in the Buyer’s favour are, to the fullest extent permitted by law, excluded from the Contract.

9.6 The Sellers shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Sellers’ obligations in relation to the Goods if the delay or failure was due to any cause beyond the Sellers’ reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Sellers’ reasonable control:

(i) Acts of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, epidemic, pandemic, civil disturbance or requisition; (iii) acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) unforeseen circumstances, failure of a utility service or transport network, poor weather conditions; (v) requests from the Buyer or considerations made by the Sellers to improve the service, safety, Installation or Product of the Sellers, a contract termination by the Buyer, or a restriction to access the site.

a. Uma Designs or the Installer cannot be held legally responsible for any losses caused as a result of Force Majeure, as stipulated in clause 9.6 and its sub-clauses, i.e. nature disasters (severe winds, storms) and other forces and events beyond reasonable control. Uma Designs or the Installer will not accept any claims of compensation or refund for Force Majeure events.

9.7 Uma Designs does not accept responsibility for any damage caused by the Buyer or his contractors or subcontractors during delivery or assembly.

9.8 The Defects Liability Period is the standard period of twelve (12) months from the start of Installation, where part of this agreement allows the Installer to be given the opportunity to remedy any Defects in workmanship found in the Installed Product (If the Product is installed by the Installation Provider). 

a. Defects shall be recognised as the definition: Workmanship or design that breaches the obligation to take reasonable skill and care, and results in a failure of the component parts of the building or structure and causes damage to Product, usually resulting in substantial financial harm to the Buyer. Defects will not include cosmetic features, small imperfections, naturally occurring Defects in materials such as expansion, contraction, corrosion, warping, discolouration or other Defects such as small marks or dents. Serious Defects will, in no way include any Defects that can be, by Uma Designs’ and/or the Installer’s own reasonable estimate to carry out the work itself, cost less than £200 to remedy individually.
b. Latent Defects, also known as inherent Defects, shall be regarded as its definition: A Defect in a property that is due to a Defect in workmanship or design which existed but was not apparent on completion of the Product. 

c. The Buyer irrevocably agrees that any Latent Defects or Defects found within the Product are to be reasonably expected after the duration of the Defects Liability Period (12) months and after an Extended Time Period of 5 (five) years for the Echo and 3 (three) years for the Cabin, and 10 (ten) years for any Home Extensions, Loft Conversions and Home Renovations, starting from the completion of the Product (If the Product is installed by the Installation Provider) and that the costs and expenses to remedy such Defects (after the above Extended Time Periods) are to be borne wholly and solely by the Buyer, where the Buyer shall hold harmless and indemnify the Sellers, its officers, and representatives in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in connection with any Defects or Latent Defects found after the Defects Liability Period and Extended Time Period duration. This clause 9.8(c) will survive indefinitely in the event of the termination and duration of this agreement.

d. The Buyer shall notify Uma Designs or the Installer within seven (7) days of discovery of a Defect or Latent Defect, with a written description and photographs of what the Buyer believes to be defective, during the Defects Liability Period. Failure to do this, may result in a passed deadline, where any such Defect will no longer be valid for a repair, replacement or partial refund; the costs and expenses to remedy such Defects are to be borne wholly and solely by the Buyer.

e. The Buyer hereby waives any right, which may be implied under common or statutory law, to allow the Buyer to remedy a Defect or Latent Defect, within 7 (seven) days of discovery of that Defect without Uma Designs’ and/or the Installer’s approval on a budget for that remedy and without providing the information requested by Uma Designs and/or the Installer for them to remedy the defect, which shall consist of a written description and photographs of what the Buyer believes to be defective. Within this 7 (seven) day period, the Buyer shall be obliged to give Uma Designs and/or the Installer any information they request regarding the Defect and an opportunity to remedy the defect through its authorised agents or independent contractors. 

f. Where the Buyer had remedied the defect without giving Uma Designs and/or the Installer the opportunity and requested information to do so or a chance to negotiate a reasonable budget and time for the remedy of the Defect, the Buyer irrevocably agrees to hold harmless and indemnify Uma Designs and/or the Installer,  its officers and representatives in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in connection with that specific Defect. The Sellers will not be held liable for any losses incurred by the Buyer which could have been avoided had Uma Designs and/or the Installer, through independent contractors or it’s authorised agents under an agreed budget or otherwise, been allowed to remedy the defect at a lower cost.

g. The Buyer hereby shall grant to Uma Designs and the Installer (If an Installation service is provided for in the Order) or its authorised agents an irrevocable license to enter any premises owned and/or controlled by the Buyer to inspect, supervise and document any ongoing or finished remedial work relating to the Installed Goods and/or completed Product, which may not have been agreed by the parties, after giving a minimum 48-hour notice.

h. The Buyer must give Uma Designs and/or the Installer 7 (seven) days notice if the Buyer intends to remedy the Defect, so that Uma Designs and/or the Installer may supervise and inspect the remedial work as stipulated in clause 9.8f.

i. If the Buyer has had the remedial work performed before Uma Designs and/or the Installer was given the appropriate notice stated in clause 9.8h, the Buyer must supervise and inspect the whole of the remedial work and create a concise and photographed report of materials used, the cost of those materials, the method taken to remedy the Defect and the reasoning behind taking that method and the time spent for the remedial works, where time spent is documented in video footage, photographs, and time stamps. Each of these items within the report must be documented in video and photographic evidence until Uma Designs and/or the Installer deems it satisfactory. If Uma Designs and/or the Installer are not satisfied with the Buyer’s report, they may decide to inspect the works, given a 48-hour notice.

j. The cost of inspection, supervision, and documentation of finished remedial work performed by the Buyer or a third party which was not notified within 7 (seven) days to Uma Designs and/or the Installer shall be borne solely by the Buyer, at a call-out fee of £250+VAT, plus a scalable fee of £40+VAT per hour including any documented traveling expenses as stipulated in clause 5.5 and

9.9a. Unless it is agreed in writing by both parties that Uma Designs will apply for building control's approval and inspections, both parties agree that the Buyer shall solely bear the onus as the householder for (i) notifying the local authority of any electrical works or building works to be inspected by building control prior to installation/construction, (ii) paying all fees associated with notifying the local authority and site visits, inspections and testing conducted by the local authority, (iii) certifying the electrical and building work and paying all fees associated with the certification, (iv) proving, testing and potentially rewiring or reconstructing any electrical or building work (including electrical work performed by the Installer) performed in relation to the Contract to comply with most current regulations at the time the electrical work is performed and shall hold harmless and indemnify the Installer, its officers and representatives in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in connection with such electrical and/or building work.

b. The Buyer shall notify Uma Designs or the installer at least 14 days prior to the installation of Goods if they wish to have an electrical certificate issued by the Installer, and/or have an electrician self-certify any electrical installation in relation to the Product install. In this case, the Installer, as a contractor, will offer an additional price for this service to be included, where if this offer is accepted by the Buyer, the Buyer will no longer be required to notify their local authority of the electrical works before installation along with other steps in relation with obtaining a building regulations certificate as stipulated in clause 9.9a.

c.All notices, permissions /approvals, surveys and inspections required by the local council or authorities, such as planning permission, electrical regulations notice and inspections mentioned in clause 9.9a and b, as well as building control notice, approval and inspections for extensions, loft conversions, home renovations, and garden rooms, permissions, inspections and fees required by local water, sewage, and drainage authorities, if applicable, and any fees, surveys, reports and inspections by soil, drainage and sewer and tree surveyors, shall be the Buyer's responsibility, and any fees and costs to make those notices, surveys, reports and applications, and attain those permissions and inspections or if any of those requirements are not met, shall also be the Buyer's responsibility, and any additional fees and costs to meet those requirements and any penalties and fines which have arisen as a result of the lack of those notices, applications, fees, inspections, surveys, reports and permissions will be solely borne by the Buyer and it is irrevocably agreed that the Buyer shall solely bear the onus and responsibility for meeting all the relevant and aforementioned requirements from any experts, the local council and authorities in order to proceed with the project. The Buyer must make sure that the notices, fees, inspections, reports, surveys, or permissions required are fully understood, and if not, help, information and advice must be sought after by contacting the appropriate local council before any works start. In every case, the Buyer must have or will contact the local council within 7 (seven) days of this contract to fully understand all the notices, fees, permissions, surveys, reports and inspections required before starting any work to discover any requirements which have not been met. If the Buyer has found, or the local council has notified the Buyer that there are fees, notices, permissions, reports, surveys, or inspections from the local council and authorities that are still required, the Buyer must remedy and meet this requirement or these requirements as soon as possible and notify Uma Designs of this information, in writing, at least 14 (fourteen) days before any related /affected works are scheduled to start.

d. Uma Designs may undertake the whole or parts of these requirements stated in clause 9.9 a,b and c, on the Buyer's behalf if it is requested by the Buyer and agreed to in writing by Uma Designs, but even in this case, the steps described in clause 9.9c should still followed by the Buyer to ensure that all the local council's and local authority's requirements have been met, as the homeowner is ultimately responsible for those requirements. Both parties agree that Uma Designs shall not be held liable or responsible for any lacking notices, fees, permissions and inspections and any penalties or fines which may arise from them.  

9.10 It is the intention of both Parties that the Buyer’s rights and remedies with respect to this transaction and with respect to all acts or practices of the Sellers, past, present, or future, in connection with this transaction shall be governed by legal principles other than the Consumer Rights Acts 2015, a law that gives consumer special rights and protections, which the Buyer hereby expressly waives.

9.11 The Buyer must not coerce Uma Designs or the Installer, to perform a service that they are not obliged to perform. In any case, the refusal to perform that service under the coercion of the Buyer should not be published publicly at the risk of damaging the reputation of Uma Designs or the Installer. If either Uma Designs or the Installer co-operates with the Buyer and coercion, in order to achieve an amicable resolution and to limit damage and loss of resources (including time) to all parties involved, this will not waive any rights that Uma Designs or the Installer would have if they did not agree to co-operate with the Buyer under coercion. If the Buyer fails to uphold any agreement or promise made during such coercion, Uma Designs or the Installer shall be entitled to any losses incurred when co-operating with the Buyer under coercion, and this shall be compensated/paid in full by the Buyer without delay. Even in the case that, the Buyer had upheld the agreement or promise made during such coercion, Uma Designs or the Installer will be under no obligation to fulfill any stated agreement or promise made, as it had been made under the coercion of the Buyer. To the end that both the Buyer and Uma Designs or the Installer had fulfilled their agreements or promises made during such coercion, Uma Designs or the Installer will still be entitled to any losses incurred due to the coercion, and the Buyer, who is liable for the coercion, must compensate/pay in this in full and without delay.

9.12 The Buyer shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of Uma Designs, the Installer or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, products or services which Uma Designs or the Installer knows, or has reason to believe, is false or misleading. For the purposes of this clause 9.12, the term “disparaging” or "disparage" includes, without limitation, comments or statements to the press, or to any individual or entity with whom they have a business relationship (including, without limitation, any vendor, supplier, customer or distributor), or any public statement, that in each case is intended to, or can be reasonably expected to, materially damage any of Uma Designs' or the Installer's Parties. Notwithstanding the foregoing, nothing in this clause 9.12 shall prevent the Buyer from making any truthful statement to the extent, but only to the extent (a) necessary with respect to any arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such arbitration or mediation properly takes place or (b) required by law, legal process or by any arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over the Buyer. In any case, any negative comments or reports must be made known, in writing, to Uma Designs or the Installer via email, and may be resolved in accordance with this Contract amicably.   If such patterns of conduct, as described in clause 9.11 and 9.12, should occur,  the Buyer permits and gives full authorsation to Uma Designs, the Installer, and any third party which provided the platform for such a publication, to delete the publication without recourse or delay, and that Uma Designs or the Installer may pursue damages for the breach of these clauses 9.11 and 9.12.

9.13 Any defect which has arisen from any error made by a third party site survey, or in a plan and technical drawing, or structural calculation shall not be capable of remedy by Uma Designs, given that those documents were not provided by Uma Designs. An example of this is that a third-party site surveyor excludes an important aspect of ground condition which is to be built over, and as a result there is a defect in the foundations. In this case, the site surveyor shall be liable. Another example would be if a third party engineer produces plans and calculations which are not suitable for the actual construction work, and structural defects arise from that. In this case, the engineer shall be liable. As Uma Designs fully relies on these documents and surveys to be accurate and without substantial errors, which are supplied by competent professionals, any liabilities and responsibilities shall be held by the site surveyor, architect, engineer, designer, draughtsman, who had caused the error which led to that defect. It is agreed that, provided that Uma Designs did not provide these documents, the Buyer shall not hold Uma Designs or any of its directors, agents, employees, or representatives, liable or responsible for such defects.

 

10. Termination

 

10.1 Uma Designs and/or the Installation Provider may terminate the Contract (and any other similar Contracts with that Buyer) forthwith on written notice to the Buyer if the Buyer:

a. commits a material breach of contract which is irremediable or which it fails to remedy within thirty (30) days of receipt of written notice from Uma Designs and the Installation Provider;

b. the Buyer suffers an Insolvency Event or where the party is an individual, an equivalent insolvency event (as the case may be); or

c. Uma Designs and/or the Installation Provider reasonably apprehends that any of the above events is likely to happen.

10.2 On termination of the Contract for any reason the Customer shall immediately pay to Uma Designs and/or the Installation Provider all of Uma Designs’ and the Installation Provider’s outstanding unpaid invoices, interest and fees and, in respect of Products supplied but for which no invoice has been submitted, Uma Designs and/or the Installation Provider shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

10.3 The accrued rights, remedies, obligations and liabilities of the parties as at the expiry or 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.

10.4 The accrued rights and remedies of the parties, and clauses  9, 10 and 12, shall survive termination of the Contract or expiration of the Contract for any reason.

10.5 In the event that one or both of the Seller's breach this agreement to the extent of a serious breach, the Buyer will be able to terminate any contractual obligations to and from the breaching party, only after giving a minimum of 14 days notice and, with consideration to clause 10.6, after giving an opportunity for Uma Designs and/or the Installation Provider to remedy the breach, at its own option, with or without the use of independent contractors. The Buyer shall be obliged to firstly pay any outstanding balance up to the time of the breach and the Buyer irrevocably agrees that any withholding of due payment will be considered a separate issue remedied exclusively by the remedies set out in clause 7.4.

10.6 Both parties agree that any deposit payments made shall be non-refundable (unless canceled by the Seller), where it is understood that the deposit amount covers expenses; the cost of professional services for the organisation, cost of materials and their quantities, logistical planning, cost of non-refundable deposits made to engineers or architects, and manufacturing of materials which may be manufactured steels, glazing units or parts for the Cabin or Echo build kit/kits manufactured-on-demand upon the Buyer’s Order. These expenses, charges, and costs shall all be deemed and agreed by both parties as reasonable costs and as a non-refundable deposit (unless canceled by the Seller). 

a. In any event, If the Customer fails to take installation or delivery of the Goods, or part of the Goods which are not defective (including, without limit, by failing to be prepared for installation or delivery), or cancels the Order during the transportation of Goods to the Consumer, without any fault of the Seller, the Product will be taken back to the Seller’s premises while the Buyer will shall be charged, be responsible for and shall pay on demand Uma Designs’ and/or it’s Installation Provider, any costs of administration, labour, delivery and professional fees associated with the failed installation or failed delivery, re-delivery, return, storage and insurance of the Goods and/or Product to Uma Designs’ premises pending another (if any) re-delivery and the rescheduling of the re-delivery or installation, calculated by a fixed administration fee of £250+VAT (for arranging for the return, redelivery and storage of the product), a pro rata call out charge of £300+VAT per driver each day an attempt was made to re-deliver, a rate of £50+VAT per hour for time taken loading and unloading the vehicle for transportation of Goods (which may vary upon workload and time required for such tasks), vehicle rental fees plus £3+VAT per mile of documented travel time spent in returning and re-delivering the Goods, a scalable restocking fee of £300+VAT (labour) plus £150+VAT per cubic meter or £25+VAT per pallet charged weekly, and any other documented travelling expenses (e.g vehicle rental). Documented transport, miles are driven, driver fees and vehicle rental fees may increase depending on availability and other economical factors.

b. In the event that the Buyer terminates or cancels any contractual obligations within this Contract and agreement, as set out in clause 10.5 or otherwise, Uma Designs and/or the Installation Provider at its option, will be entitled to any reasonable costs (unless already paid for in the Price) for professional services, manufacturing, transportation and selling costs, which are calculated as (i) a professional fixed fee of £999+VAT for architectural services involved with the planning, design, logistics, and production/manufacturing of the Product, which increases to £1,499+VAT for Products larger than 10 square meters, to £1,999+VAT for Products larger than 15 square meters. This fee is increased by £300+VAT for any bespoke Product, (ii) and Documented delivery transportation costs as described in clause 10.6(a).

c. The Buyer understands that the cost of any materials that are not modified, manufactured on demand or bespoke made, such as, but are not excluded to, screws, standard size plasterboard sheets, standard timber and board lengths (2.4m, 1.2m, 3.6m) will be refunded to the Customer upon cancellation. If the Seller is not in breach, as stipulated in clause 10.5, the Buyer will only be able to refund the cost of materials that are not modified, manufactured-on-demand, or bespoke made within 14 days of the Buyer’s cancellation, and if such cancellation is made at no fault of the Seller, the refund will be subject to a fixed administration fee of £150+VAT plus any documented transportation costs made by the Seller in returning the refunded materials back to its suppliers.

10.7 Should this Contract fall into dormancy during the build, where there is a failure of communication from the Buyer and consequently there has not been any successful delivery or Installation of the Product as required the Contract for more than 7 (seven) days, the Buyer must pay a re-engagement fee of £150+VAT and any fees incurred as stipulated in clause 5.5 and it’s sub-clauses, in order to continue the Contract.

a. A Contract is considered terminated once it has been left dormant for over 30 (thirty) days. If it is terminated after falling dormant and the Buyer had caused the dormancy in failing to communicate with Uma Designs and/or the Installation Provider, any deposit or refunds are forfeited by the Buyer.

b. Should Uma Designs cause the dormancy in failing to notify the buyer that the Order had been initiated or is in progress after receiving the Buyer’s deposit payment, or should the Installation Provider cause the dormancy in not progressing or performing the Installation on the estimated date, for over 7 (seven) days, the Sellers shall be obliged to refund the Buyer, minus any reasonable expenses made up to that point of the Contract.

10.8 In the event that the Installation Agreement is terminated, breached, or expires for whatever reason during the progression of the Installation, any reasonable expenses made by the Installation Provider during the course of the Contract before Completion, shall be quantified and calculated using the three-stage payment system as stipulated in clause 7.1, a pro-rata day rate of £500 for every day on-site (or £36 per hour) and any documented expenses made by the Installation Provider during the progression of the Contract.

a. In the event that the Installation Agreement is terminated, breached, or expires for whatever reason, where the progress of Installation falls between two stage payments, the amount recoverable and due to the Installation Provider as reasonable expenses shall include any stage payments made up to that point of the Contract, a pro-rata day rate of £500 for every day on site after the most recent stage payment was due and any documented expenses made by the Installation Provider up to that point of the Contract. (i.e: If the Contract is terminated 2 days after the second stage payment is due, the amount due to the Installation Provider from the Buyer shall be £720, including the second stage payment and any documented expenses made up to that point of the Contract).

10.9 Uma Designs has the right to cancel the order within 7 days of it being submitted. In such a case a Consumer will be informed within 24 hours of the cancellation to the Buyer’s provided email address or phone number.

a. The Customer’s order may be canceled if the ordered goods had been listed at the wrong price owing to a typographical mistake or a mistake in the information regarding price that was received from our supplier.

b. Uma Designs reserves the right of canceling an order if a 3-month period has been passed from the date of the initial Order, provided that Uma Designs has presented a minimum of 3 different delivery dates and these dates have been rejected or unacknowledged by the Buyer.

c. Order cancellations always result in refunds, except in the following cases: (i) where the deposit is not refunded and remains with the Seller as compensation for losses (including but not limited to remanufacturing, professional fees, labour costs, selling costs, etc.),  (ii) a bespoke product order is canceled due to no fault of the Seller (A bespoke product is any product in which the size, layout or any other parts are different from the standard ones offered on the Uma Designs website.); (iii) the ordered product price is more than £7,000.00 and the order is canceled due to no fault of the Seller

10.10. Valid refunds as specified in clause 10.9(d) and 10.6(d) will be made within 14 working days if the order is canceled after delivery and within 9 working days if the order is canceled prior to delivery. If there are Defective materials or Goods that are defective from a fault on our part, we take the Defective Goods or materials back at our own expense and will either repair or replace those defective Goods or materials. The Buyer may not cancel the Order Delivery without first notifying the Defect with Uma Designs and providing information where Uma Designs will ask for to confirm the Defect. The Buyer may not cancel the Order Delivery if, by the opinion of Uma Designs, the Defect is satisfactorily confirmed and Uma Designs offers to repair or replace the Goods or materials.

10.11 The Seller will be responsible for canceling an order if: (i) The product was delivered irreparably damaged, or is defective (except for minor parts, glass, and missing parts, in which case we will send the Buyer the damaged or missing parts,(ii)The product is not the one that was ordered and the Seller is not able to supply the right product or the necessary parts within a reasonable time, (iii)The product was delivered with a significant delay (more than 50% later), in comparison with the delivery term agreed with the Buyer.

 

11. Arbitration notice

 

11.1 The Contract, and any and all disputes or claims arising out of or in connection with it or its subject matter or formation (including but not limited to warranty and non-contractual disputes or claims), shall be governed by and construed in accordance with, the law of England and Wales and both Parties irrevocably submit that such disputes shall be resolved exclusively through binding and final arbitration on an individual basis as litigants in person, and as executive natural living persons (see clause 6.6) whereby the jointly elected sole Arbitrator shall settle the dispute or claim with a binding and final decision. 

a. The agreement that both parties shall settle any and all disputes or claims referred to in this clause, is strictly a material condition within this Contract and is irrevocable. Both parties agree to waive any rights to seek relief in a court of law and/or to have a jury trial on the aforementioned disputes or claims, except on the occasion where an Arbitration judgment and award requires enforcement after 7 (seven) days of the Arbitrator’s judgment.

b. Preparation or notice of arbitration proceedings shall take place 14 (fourteen) days after an initial notice of claim has been made by either party. This notice should make clear an intention to begin Arbitration procedures and the reasons for making the claim.

c. If the dispute remains unresolved after 14 (fourteen) days, both parties must contact the jointly elected Arbitrator to resolve the dispute within the time frame stipulated by the Arbitrator, which could be as little as 14 (fourteen days). 

11.2 Both parties hereby agree that any arbitration will be administered, judged, and resolved by ARAGON (otherwise referred to as “Aragon Arbitrations” or “AA” within this contract), pursuant to its arbitration rules and procedures, which are available on “rules & clauses” page of AA’s public website www.aragonlondon.com/rules-and-clauses, and no other rules from AA. Information about the Arbitrator and fees charged for arbitration is found on their website. If this website link fails to operate or is inaccessible for more than 7 days, the Buyer must notify Uma Deisgns for an alternative link to the same Arbitration body, and if this link also fails to operate or is inaccessible, then both parties agree that a new Arbitrator must be sought out in this case.

a) Both parties agree to appoint Aragon (AA), or the default Arbitrator, under the administration of Aragon, as stipulated in clause 11.2h. as the authorised sole Arbitrator for this contract, and any and all disputes or claims arising out of or in connection with it or its subject matter or formation and that the Arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and awards for costs. The authority of the Arbitrator may not be revoked unless jointly agreed in signed writing by both parties.

b) Both parties agree that the AA’s qualifications and fees for arbitration are sufficient and reasonable, to the extent that both parties will not claim any adjustment on the Arbitrator’s fixed fees or expenses, which are publicly available on the AA website. An award for costs of the Arbitration shall be recoverable upon at sole discretion of the Arbitrator.

c) The Buyer agrees that they have taken reasonable steps (due diligence) in reading the information available on the AA website, to remove any doubt on the Arbitrator’s expertise, experience, and impartiality, and as such both parties waive the right to object to the substantive jurisdiction and judgments of the Arbitrator on the grounds that the Arbitrator lacks substantive jurisdiction.

d) Both parties agree that any challenges to the elected Arbitrator’s rulings or any actions to apply or claim a stay of proceedings shall only be made with the written and signed agreement and consent of all parties involved in the arbitration, as in accordance with AA’s rules and procedures, which details the available arbitral processes of appeal and review.  This Contract in no way represents or indicates that the parties are in agreement to allow appeals to any of the Arbitrator's final decisions and awards.

e) Under Section 57 of the Act (power for the arbitrators to correct an award), the Arbitrator may be asked to review the arbitral award for a fixed fee equivalent to the fee for the initial arbitration. This secondary review can take up to 50 (fifty) days to reach a final decision and award for the review. If any such action is taken, the costs or a percentage of the costs for this additional fee will also be recoverable as an Arbitral award, which is ultimately decided at the sole discretion of the Arbitrator.

f) The parties waive any right of appeal or legal recourse available under the Arbitration act 1996, including, but not limited to, Sections 67-69 of that Act,  and any such Arbitration acts with exact, similar, or updated versions of the Arbitration act 1996, insofar and to the furthest extent as such waiver may be validly made. 

g) The Arbitrator's decision for an award does not need to include reasons but these may be given at the sole discretion of the Arbitrator.

h) Aragon may choose, at their sole discretion,  to employ the services of a third-party independent Arbitrator,  by the name of Philip Harmer, a commercial lawyer and Arbitrator, if Aragon notices that additional expertise is required in the case/dispute in question, or if concerns are raised by one or both of the parties on the expertise, background, and qualifications of Aragon, as described in clause 11.2c. Fees shall rename the same in this case, and in any case, all disputes will be managed and administered by Aragon. Both parties irrevocably agree that Aragon may choose to use this Arbitrator in a dispute resolution and that his qualifications and expertise are sufficient and reasonable. More information on this Arbitrator may be found here: https://uk.linkedin.com/in/philip-harmer-95217546

11.3 Third-party costs for legal advice shall not be recoverable for both parties, but the costs for the Arbitration by AA as stipulated in clause 11.2e. shall be recoverable at the sole discretion of the Arbitrator, which can be £660.00 or a percentage of that fee. Experts may be used to provide unbiased information to the Arbitrator in an advisory role, and where experts are used, the sole Arbitrator may decide, at its own discretion, to award the successful party with any losses incurred in hiring experts to advise the Arbitrator to reach an informed judgment.

11.4  If the Buyer is found to have breached the contract and/or does not pay the sums due to Uma Designs, the Buyer agrees to be solely responsible for and shall pay on demand any of Uma Designs’ reasonable and documented fees and expenses for the administration of documents (e.g printing of paperwork) and any arbitration fees, which are required to execute the terms of this Agreement and to follow the arbitrator’s rules and procedures.

11.5 Unless prohibited by law, the Buyer waives any insurance subrogation rights or claims against Uma Designs and/or the Installer, its officers, and representatives in respect of any liabilities, losses, costs, or expenses. The Buyer irrevocably agrees to not utilise or apply any insurance policy, for representation or legal costs for any and all disputes or claims arising out of or in connection with this agreement or its subject matter or formation of it (including but not limited to the Warranty and non-contractual disputes or claims), and waives such insurance policies to fulfill the joint obligation of both parties to resolve their disputes as individual litigants in person.

11.6 Clauses 11 and all its sub-clauses shall survive termination of the Contract or expiration of the Contract for any reason and the arbitration arrangements made by both parties shall be irrevocable and shall not be revoked, rescinded or modified as to any of its terms and conditions, except by instrument of Writing signed by Uma Designs.

 

12. General

 

12.1 The Customer shall not transfer, assign, sub-let, sub-contract, or otherwise part with the whole or any part of the Contract without Uma Designs’ prior written consent. If the Buyer purports to do so it shall be in material irremediable breach of contract.

12.2 The Buyer agrees that Uma Designs may subcontract the whole or any part of its obligations (but shall remain responsible to the Buyer for their performance) and may assign or novate the Contract to any member from time to time of its group of companies or to a purchaser of the whole or the relevant part of its business (and the Buyer hereby irrevocably consents to such assignment or novation).

12.3 Except where provided to the contrary, the remedies of the parties under the Contract are cumulative and shall not limit or exclude any other rights that either party may have against the other under the Contract or at law.

12.4 A waiver of any right under the Contract 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 preclude or restrict its further exercise. 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.

12.5 If any part of the Contract and Lease Agreement, is found to be invalid, unenforceable or illegal it shall not affect the other parts, and if the Contract and Lease Agreement would be wholly valid, enforceable and legal (and would still give effect to the commercial intention of the parties) were that part deleted, that part shall be deemed deleted.

12.6 If any invalid, unenforceable or illegal provision of the Contract and Lease Agreement 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.

12.7 Nothing in the Contract is intended to or shall be deemed to constitute a partnership or joint venture of any kind between the Buyer and Seller, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way without their written and signed consent,

12.8 The Contract, Terms of Sale and Warranty, and any and all disputes or claims arising out of or in connection with it or its subject matter or formation (including but not limited to warranty and non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales and both Parties irrevocably submit that such disputes shall be resolved exclusively through binding arbitration on an individual basis as litigants in person, whereby the elected sole Arbitrator, as stipulated in clause 11 and it's sub-clauses, shall settle the dispute.  Where the Buyer breaches any clause within this Contract, Terms of Sale or Warranty, the Buyer shall hold harmless and indemnify the Sellers, its officers, and representatives in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in respect of the Buyer’s breach of those clauses, which includes any administration fees (e.g printing of paperwork) and any arbitration fees, as specified by the jointly elected Arbitrator (on the website links provided in clause 11 and it's sub-clauses), which are required to execute the terms of this Agreement.

12.9 Unless prohibited by law, the Buyer waives any insurance subrogation rights or claims against Uma Designs and/or the Installer, its officers, and representatives in respect of any liabilities, losses, costs, or expenses. The Buyer irrevocably agrees to not utilise or apply any insurance policy, for representation or legal costs for any and all disputes or claims arising out of or in connection with this agreement or its subject matter or formation of it (including but not limited to the Warranty and non-contractual disputes or claims), and waives such insurance policies to fulfill the joint obligation of both parties to resolve their disputes as individual litigants in person.

12.10 Nothing in the Contract shall confer any rights upon any person who is not a party to it and is not the Installation Provider, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.11 No servant, agent, reseller, or employee of Uma Designs and the Installation Provider has any authority to give, modify or extend any warranty or representation in relation to the Product or Goods or to agree on any oral variation to the Contract. Any variation, including the introduction of any additional warranties, terms, and conditions, to the Contract, shall only be binding when agreed in writing and signed by Uma Designs, (and the Installation Provider, where an Installation service has been provided for in the Order) by a statutory Director or other person duly authorised by Uma Designs and the Buyer.

12.12 This Contract/Agreement is confidential. The Buyer shall not disclose this Contract/Agreement or any part of it, the link to this Contract, or the link to the Order Form where the Contract link can be found, to any third party, or publish this Contract/Agreement or the information stated in this Contract/Agreement to any public outlet , unless authorised before-hand by Uma Designs. The information herein transmitted is confidential and/or privileged. It is intended solely for the person to whom it is addressed, or to whom Uma Designs had given the link to (the link to the Order Form). If you are not the intended recipient you should not disseminate, distribute or copy this Contract/Agreement. Please notify us if you have received this link, or the link to the Order Form where the Contract link can be found, in error and delete it from your system immediately.