DEFINITIONS

You – The customer, a person or company buying or using Upholstery Techniques (Winchcombe) Ltd products
Consumer – A person buying products for their own use.
Business Customer – An organisation purchasing products specifically for commercial use or re-sale.
Upholstery Techniques (Winchcombe) Ltd (we, us, our) – The product vendor(s) as identified on your invoice(s).
Price – Stated in brochures, price lists, adverts, quotations or on our website
Product – As stated in brochures, price lists, adverts, quotations or on the internet; may include
Third Party Products and Service Offerings.

TERMS AND CONDITIONS

Application
This agreement applies to any sale, service and all statements made by us in brochures, price lists, adverts, quotations, on
the internet or verbally. Variations to this Agreement must be made by us in writing. Any other Terms, Conditions or
Purchase Orders are excluded. Placing your order means acceptance of this Agreement. We may change this Agreement at
any time of our choosing.

Orders/Contracts
Orders are placed by writing, internet, telephone or fax but are only binding when accepted by us

Price & Payment Terms
Quotations are only valid in writing and during the period that they state. If unstated, the period is 28 days. We reserve the
right to change the product(s) at any time but we guarantee you at least equivalent functionality and performance.

Price includes taxes where applicable, but excludes shipment insurance and installation. Exchange rates, duties, insurance,
freight and purchase costs that may cause us to adjust prices. Payment will be made before supply or service – we may
suspend deliveries or services until full payment. Cheque’s may be subject to a clearance period.

Delivery/Title/Risk
Delivery periods are approximate and delivery by instalments may be made. The place of delivery is stated on the invoice.
Title of the product(s) does not pass until full payment has been received for all goods delivered to the buyer under this
and all other contracts between the seller and the buyer. The Goods remain the sole and absolute property of Upholstery
Techniques (Winchcombe) Ltd as legal and equitable owner until payment received in full. Until then you must insure and
store our goods separately and you may not use, modify, pledge or sell them. Should you sell them before title passes, you
will become our agent and the proceeds of the sale shall be held on our behalf, separately from your general fund.
Upholstery Techniques (Winchcombe) Ltd may for purpose of recovery of its goods enter upon premises where they are
stored or where they are reasonably thought to be stored and may repossess the same.
We may sue for the price before title passes. If you refuse delivery without our agreement, you must pay our expenses or
loss resulting from that refusal, including storage costs, until you accept delivery.

Acceptance
When you receive the product(s) you must inspect it promptly and within a 14-day period for inspection or rejection, if
any. After that period, you will have accepted the product(s). If we agree to the return of the product(s) after this 14 day
period at our choosing, the return costs may also be payable by you. Bespoke products (non-standard range, where there is a change to the dimensions or customers own fabric has been used), will result in these products being non-returnable.

Distance Selling Regulations.
The consumer may cancel the contract, in writing to us, within fourteen working days, starting the day after product(s)
received.

If you have any questions or complaints regarding the company, these can be addressed to:

Upholstery Techniques (Winchcombe) Ltd / Upholstery Techniques (Winchcombe) Limited
Unit 14 / Units 3 & 4
Isbourne Way Business Park
Winchcombe
Cheltenham
Gloucestershire
GL54 5NS
Email: sam@uptec.co.uk, andy@uptec.co.uk,

The company will endeavour to acknowledge written complaints within 5 working days. The time it takes to reach
complete resolution of complaints will be governed by the nature and complexity of the issue, but we will endeavour to
ensure that consumers are informed of the progress of complaints as appropriate.

Details of specification, price and arrangements for payments of goods purchased by distance selling are available on our
website, in our company publications and will also be provided on invoices dispatched with your order. We are happy to
send you a quote by email or mail detailing specifications.

Distance Selling Regulations allow for cognitive dissonance, for a period of 14 working day, from receipt of goods covered
under the legislation. Customers may return specified goods without reason within this period for a refund. The consumer
should return the goods to the company if possible in its original condition, and with all the packaging to prevent charges
being made. This excludes goods made to the consumer’s specifications. It does not apply to goods intended for every day
consumption. The cost of returning and appropriately insuring the goods until satisfactory receipt by us will be borne by
the customer.

To cancel the contract, we must be contacted in writing at the above address within 14 working days of receipt of the
goods. Delivery is deemed to be completed on the day after receipt of the goods. The customer will be required to return
the goods before a refund can be processed. Following receipt of written rejection, we will contact the customer within 5
working days. The company cannot be held responsible for goods returned without proper identification.

It is the customers responsibility to ensure the safe return of the goods and the goods will be deemed as returned upon
inspection and confirmation that they are in good order by us, a refund will normally be issued within 30 days of
satisfactory receipt of the goods. Refunds will be by payment to the originating credit card or by cheque at the company’s
discretion.

Products are covered under the terms of the Sale of Goods Act 1979 (as amended). Most products are covered by a 1 year
warranty as appropriate.

These details form part but are not the exclusive extent of your contract with us which is governed under English law. Your
statutory rights as a consumer are unaffected.

Warranty
We Guarantee to you that the product(s) will be free from defects for 12 months from delivery.
Discolouration and slight distortion dur to normal use is expected and not deemed a warranty issue or defect.
Any accessories supplied with a product have a 6 month warranty.
Should the product(s) be defective within this period, we will repair or replace the product(s) within a reasonable time. You
must allow us to examine the product(s) at your or our premises (at our choosing). We own any replaced products or parts.
All reasonable care and endeavour shall be used to resolve problems in a realistic period in the circumstances. We repair
using components, which are new or equivalent to new in accordance with industry standards and practice.

Services
We will endeavour to provide information via our website also by telephone and Email. ALL advice and information is
provided on a goodwill basis only. All errors and omissions relating to any information given by this company or its staff are
to be accepted. We do not provide specific installation information with regards to any mechanical or electrical installation
work. All enquiries in this regard should be placed with qualified experts in these fields.

Liability
We do not accept liability for:
• Damage caused by incorrect assembly, use, modifications or repair by any unauthorised third party or yourself.
• Damage caused by any party or other external force.
• Fitness for any particular purpose.
• Damage caused by incorrectly siting of product or use of inappropriate lighting material.
• Any instruction given by you and correctly performed by us.
• Indirect or consequential loss.
• Loss of business profits, salary, revenue, savings.
• Damage remedied by us within reasonable time.
• Loss avoidable by you through reasonable conduct, following our reasonable advice generally.
• Or, all items excluded from the Warranty by Force Majeure.

Fluctuating exchange rates. All refunds will be based upon the GB Pounds Sterling payment we received for the original
order.

Intellectual Property
No products or parts supplied by us can be copied or made by other parties unless written permission is given by us.

Force Majeure
We are not liable for delays in performance (inc. delivery or service) caused by circumstances beyond our reasonable
control and will be entitled to a time extension for performance; examples include strikes, supplier/transport/production
problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months,
this Agreement may be terminated by either party without compensation.

Confidentiality
Each party must treat all information received from the other marked “confidential” or reasonably obvious to be
confidential as it would treat its own confidential information.

Termination
We may ruminate this Agreement with written notice if you:

• Fail to pay on time and within 14 days of written notice

Either party may terminate if the other:

• Commits a material or persistent breach of this agreement and fails to remedy this 30 days or written notice
from the other or becomes insolvent or is unable to pay debts as they fall due.
We reserve the right to charge for any components, engineer’s time and related costs due to order cancellation.
Your Obligations (as a consumer)
• Your own choice of Product and its suitability for purpose.
• Your telephone, postal or travel charges in contacting us.
Data Protection
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and you consent to
this. You may instruct us not to use your data for direct marketing purposes.

Consumer Rights
Any statutory Consumer rights are unaffected by this Agreement.

Jurisdiction
English Law and the exclusive court jurisdiction of the English courts will apply to this agreement. The Vienna Convention
on Contracts for the International Sale of Goods is excluded.

Miscellaneous
If any part of this Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. We may subcontract
its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All
notices must be in writing (by 1st class signed for post deemed delivered 48 hours after posting) and sent to a legal officer
of either party.
By Purchasing from Upholstery Techniques (Winchcombe) Ltd we reserve the right to contact you periodically by post or
Email with offers or other business news that may be of interest to you. If you would not like us to contact you, please let
us know.

Thank you for doing Business with Upholstery Techniques (Winchcombe) Ltd