Terms & Conditions

Verandiva – Purchasing Terms & Conditions (B2B & B2C Compliant)

1. Definitions and Application

1. These Terms and Conditions (“Terms”) apply to all sales of goods (“Goods”) by Verandiva ("Seller"), a company based in Norfolk, UK.
2. “Buyer” means any person, firm or company purchasing Goods from the Seller. Where the Buyer is acting as a consumer, the Consumer Rights Act 2015 and associated regulations apply and these Terms shall not exclude or restrict rights that cannot legally be excluded.
3. Any terms proposed by the Buyer are expressly rejected unless agreed in writing by a director of the Seller.

2. Interpretation

1. A “Business Day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2. Headings are for convenience only and do not affect interpretation.
3. Words in the singular include the plural and vice versa.

3. Description of Goods

1. Descriptions, technical data, drawings, illustrations, samples, marketing materials or installation guides are provided for general guidance only. They do not form part of the contract unless expressly confirmed in writing.
2. The Seller may amend specifications where necessary to comply with safety, legal or regulatory standards, or to improve quality or performance.
3. The Buyer acknowledges that measurements of projections, spans and other capacities assume correct installation in accordance with the Seller’s guidelines and the use of appropriate fixings and foundations.

4. Price

1. The price (“Price”) shall be as stated in the Seller’s order confirmation or current price list unless agreed otherwise in writing.
2. The Seller may increase the Price prior to delivery to reflect increases in costs outside its control (including raw materials, labour, freight, duties, fuel surcharges or exchange rate fluctuations).
3. Any increase will be notified to the Buyer in writing.
4. Discounts, if any, are provided at the Seller’s absolute discretion.
5. Prices include standard packaging and delivery unless otherwise stated.

5. Orders & Contract Formation

1. A quotation or price list does not constitute an offer.
2. The Seller’s written order confirmation constitutes the contractual offer.
3. The contract is formed only when the Buyer provides written acceptance.
4. Orders are valid for 30 days unless withdrawn earlier.
5. The Seller may cancel the contract prior to acceptance by the Buyer.
6. Post-approval CAD amendments incur a £75 + VAT surcharge, plus material or labour charges where items have already been processed.

6. Payment

1. Payment terms are 30 days from invoice unless otherwise agreed in writing.
2. Payment is due regardless of whether the Buyer has collected the Goods or taken delivery.
3. Late payments attract interest at 4% per annum above Barclays Bank base rate, accruing daily.
4. For B2B Buyers, the Seller may withhold delivery or suspend further orders if payment is overdue or the Buyer’s creditworthiness deteriorates.
5. Payment must be made in GBP unless agreed otherwise in writing.
6. Consumers: payment terms comply with the Consumer Contracts Regulations where applicable.

7. Delivery

1. Delivery dates are estimates only. Time shall not be of the essence unless expressly agreed in writing.
2. The Buyer must provide adequate access for delivery.
3. If delivery fails due to the Buyer’s fault, the Buyer shall pay reasonable redelivery, storage and handling costs.
4. Where Goods are collected, risk passes on collection.
5. Where the Seller fails to deliver for reasons within its control, the Buyer may request delivery within 7 days. If delivery does not occur, the Buyer may cancel the affected order.
6. The Seller is not liable for late delivery or consequential losses arising from delay. Consumers retain statutory rights if delivery is not within agreed or reasonable timescales.

8. Inspection & Reporting

1. The Buyer must inspect the Goods immediately on delivery or collection.
2. Any shortages or visible damage must be reported in writing within 24 hours with photographic evidence.
3. If examination cannot be performed on delivery, the delivery note must be marked “NOT EXAMINED”.
4. Goods must not be installed, altered or used before inspection is complete.
5. The Seller will, where liability is accepted, repair or replace Goods within a reasonable time.
6. Except where the Buyer is a consumer, the Seller shall not compensate for installation costs, consequential loss, lost labour time, or remedial works.

9. Returns

1. Returns require prior written approval.
2. The Seller will only accept returns of defective Goods where the defect was not discoverable during inspection.
3. At the Seller’s discretion, defective Goods will be either replaced or refunded.
4. Goods launched within the preceding six months may be returned by trade customers within 24 hours of delivery, subject to:
1. The Buyer covering return costs and risk;
2. Indemnifying the Seller for any deterioration caused by the Buyer.
5. Warranty does not cover normal wear and tear, misuse, improper installation, negligence, alteration, or use contrary to guidance. Consumers retain their statutory right to repair, replacement or refund.

10. Risk & Title

1. Risk passes on delivery or collection.
2. Title passes only when the Seller has received payment in full in cleared funds.
3. Until title passes, the Buyer must store Goods safely and not dispose of them.
4. The Seller may recover Goods if payment is overdue.
5. The Buyer’s right to possession terminates immediately upon insolvency or material breach.

11. Warranties & Liability

1. For B2B sales, all warranties implied by statute or common law are excluded to the fullest extent permitted, except those that cannot be excluded by law.
2. For consumers, all statutory rights remain unaffected.
3. The Seller is not liable for:
1. Loss of profit, business interruption, loss of contracts, or indirect or consequential loss;
2. Installation costs, labour costs or third-party contractor charges;
3. Condensation issues – see clause 11.5;
4. Issues arising from incorrect installation, inadequate foundations, or failure to follow guidance.
4. Nothing excludes liability for:
1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation;
3. Any other liability which cannot legally be excluded.
5. The Seller’s systems are not thermally broken. For enclosed year-round use, independent ventilation and heating calculations must be obtained. The Seller accepts no liability for condensation, mould, or humidity-related issues.

12. Data Protection

1. The Seller processes personal data in accordance with UK GDPR and the Data Protection Act 2018. A copy of the Seller’s Privacy Policy is available on request.

13. Communications

1. Notices must be in writing and addressed to the most recent contact details provided.
2. Notices are deemed delivered when:
1. Delivered by courier during business hours;
2. Sent by email with confirmation of transmission;
3. 5 Business Days after posting by standard mail;
4. 10 Business Days after posting by airmail.

14. Force Majeure

1. Neither party is liable for delays or failure to perform obligations caused by events beyond reasonable control, including extreme weather, war, terrorism, supply chain disruption, pandemics, or government action.

15. Compliance & Anti-Bribery

1. The Buyer and Seller shall comply with all applicable legislation, including the Bribery Act 2010 and Modern Slavery Act 2015. The Seller may terminate the contract immediately upon breach.

16. Severance

1. If any provision is found invalid or unenforceable, it shall be severed, and the remaining terms shall continue in force.

17. Governing Law & Jurisdiction

1. These Terms and any non-contractual obligations are governed by the laws of England and Wales.
2. The courts of England and Wales have exclusive jurisdiction. Consumers may bring proceedings in their local court where legally permitted.

18. Consents, Structural Requirements & Design Load Estimation

1. The Buyer is responsible for obtaining all required permissions (planning, landlord consent, building approval etc.).
2. Design load assessments provided by the Seller are guidance only. The Seller accepts no liability for structural adequacy.
3. Where structural calculations are required, the Buyer must instruct a qualified structural engineer. The Seller is not a party to such contracts.