Terms & Conditions

1.  ABOUT US AND THESE TERMS

1. What these terms cover. These are the terms and conditions on which Somfy Ltd ("we" or "us") supplies Products to you (including those you order from our website: https://www.somfy.co.uk/). These terms and conditions apply to the supply of both Goods and Services except where specified to apply to one or the other.
2. Why you should read these terms. Please read these terms carefully before you submit your Order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or if you have any questions about them, please contact us to discuss.
3. The latest version of these terms is available on our website. We may update our general terms from time to time (but the terms that apply to your order will be the version in force at the date you submit that order). The latest version of these terms will be available on our website at https://www.somfypro.co.uk/terms-conditions.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

1. Who we are. Somfy Ltd. is a company registered in England and Wales (company no. 02429938; VAT no. 556869873). Our registered office is at Unit 7 Lancaster Way, Airport West, Yeadon, West Yorkshire, United Kingdom, LS19 7ZA.
2. How to contact us. You can contact us by telephoning our customer service team at 0113 3913030 or by writing to us by email at sales.uk@somfy.com or by post to our Registered Office.
3. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
4. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. DEFINITIONS

In these terms and conditions the following words shall have the following meanings:

4. CONTRACT

1. How we will accept your Order. Our acceptance of any Order made by you (whether or not we have previously provided a quotation) will take place when we email you to accept the Order. At this point, a contract will come into existence between you and us.
2. These are the only terms that apply to your Contract. All quotations are made and Orders are accepted subject to these terms. No other terms and conditions apply to your Contract with us, unless we agree any specific or additional terms with you in writing.
3. If we cannot accept your Order. If we are unable to accept your Order, we will inform you of this and will not charge you for the Product.
4. Your Order number. We will assign an Order number to your Order and tell you what it is when we accept your Order. It will help us if you can tell us the Order number whenever you contact us about your Order.

5. OUR PRODUCTS

1. Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
2. Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
3. Accuracy of information

You are responsible for ensuring that your measurements (and any other information you provide to us) are accurate and in accordance with your requirements. If we are making the Product to measurements or a Specification that you have given us, you are responsible for ensuring that these measurements and/or Specifications are correct.

4. Suitability of premises and equipment. We are not responsible for ensuring that any premises or other equipment to which you provide us access (including interfacing or support that is required for the operation of the Products other than where we have agreed to supply this) are suitable for the Products you have ordered. You shall indemnify Somfy against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Somfy arising out of or in connection with the suitability of such premises and/or other equipment for the Products (and vice versa).
5. Quality of Goods. Somfy warrants that on delivery the Goods shall:

1. comply with the Specification (where we have agreed one) in all material respects;
2. be free from material defects in design, material and workmanship; and
3. be fit for the purpose(s) that we hold out (but, for the avoidance of doubt, Somfy will have no liability in respect of the suitability of the Goods for any other purposes – you are responsible for identifying your own particular requirements).

6. Quality of Services. Somfy warrants that the Services shall:

1. comply with the Specification (where we have agreed one) in all material respects;
2. be performed using reasonable care and skill.

6. PRICES

1. VAT. Unless otherwise stated, all prices are exclusive of amounts in respect of VAT. You must, on receipt of a valid VAT invoice from us, pay to us any additional amounts in respect of VAT as are chargeable on a supply of Products.
2. For Orders completed via our website:

1. The price is shown on our website. Where you complete your Order on our website, the price of the Products will be the price indicated on the order pages when you placed your Order. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see sub-clause b for what happens if we discover an error in the price of the Product you order.
2. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your Order so that, where the Product's correct price at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the Product's correct price at your Order date is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require the return of any Goods provided to you.

3. Where we provide you with a quote:

1. For Goods. The cost of the Goods will be as shown on our quote. Prices quoted do not include delivery costs unless we state otherwise.
2. For Services.
   1. The cost of the Services will be calculated on a project-by-project basis, and we will provide you with a quote for these costs.
   2. We will be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
3. We reserve the right to increase the price by giving notice to you at any time prior to the delivery of the Goods and/or Practical Completion (as the case may be), to take account of any increase in the cost of the Products to us that is due to:
   1. any factor beyond our control (including any increases in costs of raw materials, labour or other manufacturing costs, increases in taxes or duties, and currency fluctuations);
   2. your request to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
   3. any delay caused by any of your instructions in respect of the Products or failure by you to give us adequate or accurate information or instructions in respect of the Products.

7. TERMS OF PAYMENT

1. When you must pay.

1. Where you complete an Order through our website, you will be asked to pay during the order process.
2. Where we provide you with an invoice:
   1. where you have bought Goods, we will send the invoice on the day we despatch the Goods you have ordered (or a part of those Goods);
   2. where you have bought Services, we will invoice you at regular intervals (we will let you know in writing how often this will be); and
   3. you must pay each invoice submitted by us:
      1. within 30 days of the date of the invoice (unless we have agreed otherwise in writing); and
      2. in full and cleared funds to a bank account nominated by us, and

time for payment shall be of the essence of the contract.

Somfy reserves the right to make your Order conditional on advance payment (in full or in part) and will inform you of any such conditions prior to accepting your Order.

2. How you may pay. We accept payment by direct transfer such as BACS or CHAPS or by cheques made payable to Somfy Limited.
3. Late payment.

1. If you do not make any payment to us by the due date then, without limitation to any other remedy we may have under these terms, we reserve the right to charge interest to you at 2% per month over Barclays Bank PLC base rate (applying at the time) on all overdue amounts, whether before or after judgment. This interest will accrue on a daily basis from the date that payment becomes due until the date of actual payment of the overdue amount.
2. If you do not make any payment to us by the due date, all other sums of money payable by you to us under all other contracts (whether or not then due for payment) shall immediately become due for payment.
3. Where your payment of our invoice or any other sum due to us is outstanding for more than 60 days, you will also be liable to pay all legal costs and disbursements that we incur from the due date in connection with recovering such overdue amounts (or any part thereof). At our election, these costs will either be added to your running account balance or will be payable by you to us within 30 days of notification by us.

4. What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
5. We reserve the right at any time at our discretion to demand security for payment before continuing with or delivering any Order.
6. Somfy reserves the right to revise the payment terms or credit arrangements previously agreed with you with immediate effect by notice in writing if you are subject to any of the events listed at clause 17(ii)a, b, or c.
7. You may not withhold payment of any invoice or other amount due to us by reason of any set-off, counterclaim, deduction or withholding which you may have or allege to have or for any other reason (other than any deduction or withholding of tax as required by law).

8. DELIVERY

1. Delivery costs. The costs of delivery will be as displayed to you on our website and/or our quote.
2. Delivery note. Each delivery will be accompanied by a delivery note showing your Order reference number, and information on the type and quantity of the Goods you have ordered (and, if the Order is being delivered in instalments, the outstanding balance of the Goods awaiting delivery) ("Delivery Note").
3. Instalments. We may deliver Goods by instalments, which may 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 you to cancel any other instalment.
4. When we will provide the Products. During the Order process, we will provide you with an estimated date of delivery or completion. Unless stated otherwise in writing, this date is approximate only and time is not of the essence for delivery of the Goods, performance of Services and/or Practical Completion (as the case may be). We will use all reasonable endeavours to deliver the Goods and/or perform any Services by the date or dates agreed between us, but delays in the delivery shall not entitle you to refuse to take delivery of Goods, claim any refund or damages in respect of the Products or terminate the Contract (subject to clause 19).  
5. Completion of delivery. Completion of delivery will take place upon the Goods being unloaded at the delivery address that you have notified to us.
6. If you delay delivery. If you postpone delivery, fail to take delivery or fail to provide timely and adequate delivery instructions, then:

1. we will contact you for further instructions;
1. we may have to arrange storage of the Goods and we will charge you for the reasonable costs of any storage, insurance of the Goods during the storage period, and/or further delivery costs;
2. Somfy will have no liability for any losses or costs that you incur as a result of the delay; and
3. if, ten business days after the day on which we contact you for further instructions, you have not contacted us to re-arrange delivery, we may resell or otherwise dispose of part or all of the Goods.

7. Delay due to Force Majeure Event. Somfy will have no liability for any failure or delay in despatch, delivery or completion of an Order for Products to the extent that such failure or delay is caused by a Force Majeure Event.

9. ACCEPTANCE AND DEFECTS

1. At our election, we will repair, replace or refund you in full for Goods that do not comply with the warranty set out at clause 5(v), as appropriate (including Goods which are damaged in transit or not delivered in accordance with the applicable Delivery Note) provided that:

1. you provide us with a notice of rejection:
   1. in the case of a defect that is apparent on normal visual inspection, within 5 business days of delivery; or
   2. in the case of a latent defect, within a reasonable time of the latent defect becoming apparent;
2. we are given a reasonable period of examining the Goods, where applicable;
3. on our request, you return the Goods to our place of business at your cost, where applicable; and
4. none of the events listed in clause 9(iii) apply.

2. Where you do not provide a notice of rejection in accordance with the timescales in clause 9(i)a, you will be deemed to have accepted the Goods and Somfy will have no liability for any loss or damage arising from such defect.
3. Somfy will not be liable for failure of any Goods to comply with the warranty set out in clause 5(v) in any of the following events:

1. you make any further use of the Goods after giving notice in accordance with clause 9(i)a;
2. the defect arises because you failed to follow our oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of us following any drawing, design or specification supplied by you;
4. you alter or repair the Goods without our written consent;
5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6. the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4. In addition to any other rights you may have under these terms, where we have supplied you with Goods which are defective within the relevant Period listed in sub-clause (v) below, and those defects have arisen:

1. after the Goods have solely been used properly and in accordance with any instructions that we have provided you with respect to their use;
2. solely as a result of faulty design (other than a design made, furnished or specified by you and/or detailed in the Specification), materials or workmanship,

then we will, at our election, repair or replace those Goods, provided that you return the defective Goods to us upon our request.

5. The "Periods" referred to in sub-clause (iv) above are as follows:

1. in the case of Somfy-branded Products (motors, accessories, control points, automation, control and connected solutions) for rolling shutters, swinging shutters (excluding batteries), external/interior blinds (excluding batteries), pergola, curtains, security (alarm systems and cameras), garage doors and Invisio integrated gate motorisation, 5 years from the date of manufacture;
2. in the case of Somfy Products for rolling shutters for the S&SO RS 100 and Oximo WireFree RTS solar solution (motor, panel and battery installed exclusively together), 7 years from the date of manufacture with the exception of the battery for Somfy WireFree motor for interior blinds and curtains, for which the Period is 2 years from the date of manufacture;
3. in the case of Somfy-branded motors (excluding Invisio integrated motorisation for gate), control box , kits for gates and batteries for swinging shutter motors, 3 years from the date of manufacture.

6. Where we have provided you with Services, we will attend the premises at which the Services were provided to remedy any defects that are solely and directly connected with our provision of the Services, provided that you notify us of such defects within 1 year after Practical Completion (or, if not applicable, 1 year after the date we finish providing the Services). However, we are not responsible for the cost of repairing any pre-existing faults or damage to the premises that we discover while providing the Services.
7. Other than where the circumstances in clause 9(i) to (vi) apply, you will only be entitled to return Goods with our consent. You must request such consent within 30 days of the date of despatch of the Goods. Somfy is under no obligation to grant its consent (and where we do not provide consent, you will not be entitled to return the Goods). Where we do provide consent:

1. you must return the Goods to our place of business;
2. the Goods must arrive at our place of business undamaged, unused, in their original packaging and in saleable quality;
3. we reserve the right to charge you 15 per cent of the price of the Goods that have been returned by way of an administration fee

8. These terms shall apply to any repaired or replacement Goods supplied by us.
9. In no event will Somfy be liable for any costs of:

1. dismantling or reinstalling Goods; or
2. maintenance of Products.

10. HOW WE WILL PROVIDE PRODUCTS

1. We may carry out Tests. We will, in some instances, submit the Products to our testing procedures (“Tests”) to ensure that the Products are in working order and that they operate in accordance with the Specification (where applicable). Where the outcome of the Tests is that the Products are in good order and operate in accordance with the Specification, we will issue a commissioning statement to you that confirms that "Practical Completion" has occurred.
2. You can choose to attend Tests. Where we carry out Tests, you (or your representative) may attend the Tests. We will give you reasonable notice of the date on which the Tests will take place (and the Tests will take place on that date whether or not you or your representative is present). If you or your representative is present, we will issue a witness statement for you or your representative to sign to indicate your acceptance of Practical Completion. If you or your representative fails to attend, you will be deemed to have accepted Practical Completion.
3. Health and safety. You must inform us of any rules and requirements that are in place at the premises where we are due to perform Services (such as health and safety or security procedures) within a reasonable period before the planned start date of the Services. We will use all reasonable endeavours to comply with those rules and requirements. However:

1. Somfy shall have no liability for any breach or non-performance of any of its obligations under this Contract which results as a result of or in connection with its observation with such rules and requirements; and
2. for the avoidance of doubt, if you fail to inform us of those rules and requirements within a reasonable period before the planned start date of the Services, we will be entitled to treat this as a Customer Default.

4. Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:

1. deal with technical problems or make minor technical changes;
2. update the Product to reflect changes in relevant laws and regulatory requirements;
3. make changes to the Product following agreement of a Change (see clause 13).

We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency.

5. Customer Default. If Somfy's performance of any of its obligations under the Contract is prevented or delayed by any act or omission of you or failure by you to perform any relevant obligation ("Customer Default") then:

1. without limiting or affecting any other right or remedy available to it, Somfy shall have the right to suspend performance of the Services until you remedy the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Somfy's performance of any of its obligations;
2. Somfy shall not be liable for any costs or losses sustained or incurred by you arising from Somfy's failure or delay to perform any of its obligations as set out in this clause 10(v);
3. you shall reimburse Somfy on written demand for any costs or losses sustained or incurred by Somfy (including any increase in the price of Services) arising directly or indirectly from the Customer Default.

11. RISK AND TITLE TO GOODS

1. Risk in the Goods shall pass to you on completion of delivery.
2. Title to the Goods shall not pass to you until the earlier of:

1. when we have received payment in full (in cash or cleared funds) for the Goods and any sums in respect of which payment has become due from you to us, in which case title to the Goods shall pass at the time of payment of all such sums; and
2. you resell the goods, in which case title to the goods will pass to you at the time specified in clause 11(iv).

3. Until title to the Goods has passed to you, you must:

1. store the Goods separately from any other goods you hold so that they can be easily identified as being our property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
3. keep the Goods in satisfactory condition;
4. insure the Goods for their full price against all risks with an insurance company that is reasonably acceptable to us and, whenever requested by us, produce a copy of the policy of insurance;
5. not encumber the Goods or purport to transfer title to them for security purposes;
6. notify us immediately if someone else attempts to seize or exercise any lien over the Goods, in which case you shall bear the cost of any action resulting from such attempt seizure or lien;
7. notify us immediately if you are subject to any of the events listed at clause 17(ii)a to c.

4. Subject to sub-clause (vi) below, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:

1. you do so as principal and not as our agent; and
2. title to those products will pass from us to you immediately before the time at which the resale by you occurs.

5. For the avoidance of doubt, any resale of Products will be subject to applicable provisions of clauses 20 and 21(v).
6. At any time before title to the Goods passes to you, we may:

1. by notice in writing, terminate your right under sub-Clause (iv) above to resell the Goods or use them in the ordinary course of your business; and
2. require you to deliver up all the Goods in your possession that have not been resold or irrevocably incorporated into another product. If you fail to do so promptly, we may enter any premises owned by you or of any third party where the Goods are stored in order to recover them.

12. YOUR OBLIGATIONS

1. Co-operation. You must co-operate with us in relation to our provision of the Products – for example, you must provide us (and our employees, agents, consultants and subcontractors) with uninterrupted access to any premises and other facilities as we reasonably require in order to provide the Products.
2. Providing information. You must promptly provide us with the information and materials that we reasonably request in order to supply the Product. You must ensure that the information you provide to us (such as a Specification, drawings, designs, descriptions and other information) – whether you provide it in writing or verbally – is complete and accurate in all material respects and is in accordance with your requirements.
3. Premises and equipment. You must prepare your premises (or other relevant premises) and any relevant equipment (which could including hardware or software interfaces, amongst other things) for the supply of the Products.
4. Licences and consents. You must obtain and maintain all necessary licences, permissions and consents which may be required for the use of the Products by or on your behalf before the date on which we are due to supply the Products.
5. Keep our property safe. You must keep all materials, equipment, documents or other property of Somfy ("Supplier Materials") at your premises (or at the premises where the Products are provided or another storage area that you have directed us to use) in safe custody and at your own risk, and maintain such Supplier Materials in good condition until they are returned to us. You must not dispose of or otherwise use such Supplier Materials unless we instruct or authorise you to do so in writing.
6. Timescales. If we have agreed a timescale or deadline for you to do certain things, you must meet those timescales.

13. VARIATION AND CHANGE CONTROL

1. Notwithstanding Somfy's rights under clause 6c and sub-clause (v) below, either you or we can submit a written request for a Change by submitting two signed copies of a Change Control Notice to the other party. The Change Control Notice must include full details of the Change, including without limitation the reason for the Change, any Specifications, the timetable, the proposed price (in the case of submission by Somfy), the impact of the Change and the date of expiry of the Change Control Note (which shall be 2 weeks after the Change Control Notice will be deemed to be received).
2. The party in receipt of the Change Control Notice shall respond to the submitting party on or before the date of expiry to:

1. request further information where reasonably required; or
2. approve or reject the Change (subject to agreement of pricing where the Change Control Notice has been submitted by you).

3. Where the receiving party approves the Change, it will sign the Change Control Notice and such signed Change Control Notice shall constitute an amendment to this Contract.
4. Where the receiving party rejects the Change, the party that submits the Change Control Notice may require a duly authorised representative of the other party to meet with its own such representative within 20 business days. At this meeting, the parties will negotiate in good faith in an attempt to agree upon the Change.
5. We reserve the right to make changes to the Products (and/or the Specification on which the Products are based) where:

1. this necessary to reflect changes in relevant laws or regulations (e.g. safety requirements); or
2. such changes will not materially affect the nature or quality of the Products in a significant way and will not affect your use of the Product.

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

1. Nothing in this Contract limits our liability where it is unlawful to do so. This includes liability for death or personal injury caused by our negligence or our fraud.
2. Our total liability to you arising under or in connection with this Contract or any breach or non-performance of it no matter how fundamental (including by reason of our negligence) in contract, tort or otherwise shall not in any event exceed the price of the Products under this Contract.
3. Somfy shall be under no liability to you for any (i) loss of profit, loss of revenue, loss or corruption of data, loss of goodwill, reputation or opportunity (whether direct or indirect); (ii) consequential or indirect loss and/or expense arising out of or in connection with this Contract or any breach or non-performance of it no matter how fundamental (including by reason of our negligence).
4. We have given commitments as to the compliance of the Products with relevant specifications in clause 5(v) and (vi). In view of those commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. In particular, provided that the Products supplied are in accordance with the Specification and are fit for the purposes which Somfy holds out, Somfy shall not be responsible for the suitability of the Products for your purposes.
5. This clause 14 shall survive termination of the contract.

15. INTELLECTUAL PROPERTY

1. All Intellectual Property Rights in or arising out of or in connection with the supply of Products (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
2. Somfy grants to you (or shall procure a direct grant to you of) a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this contract to use, copy and/or modify such Intellectual Property Rights that form part of the Goods or Specification (other than any materials provided by you) so far as this is necessary for your receipt and use the Products for the purposes for which they have been provided. You may not sub-licence, assign or otherwise transfer the rights granted by this sub-clause.
3. Somfy grants to you a fully paid paid-up, worldwide, non-exclusive, royalty-free licence during the term of this contract to use Somfy's name, brand and trade marks and any images and/or descriptions of Products that Somfy may provide or otherwise make available to you solely for the purposes set out in, and in accordance with the restrictions set out in, Somfy's graphic charter as notified to you from time to time.
4. You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to use, copy and modify any materials provided by you to us for the term of this contract for the purpose of providing the Products to you.
5. You shall indemnify us against all liabilities, costs, expenses, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with:

1. your use of Products in combination with software not supplied or approved in writing by us (whether in the Specification or otherwise); or
2. our use of a Specification or any other material that has been supplied by you.

16. CONFIDENTIAL INFORMATION

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other except as permitted by clause 16(ii).
2. Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors or subcontracts 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 or advisers to whom it discloses the other party's confidential information comply with this clause 16; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. Neither of us shall use any of the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

17. TERMINATION

1. Without affecting any other right or remedy available to it, Somfy may terminate the Contract by giving you not less than two months' written notice.
2. Without affecting any other right or remedy available to it, either of us may terminate the Contract with immediate effect by giving written notice to the other party in the event of any of the following:

1. the other party is subject to an Insolvency Event; or
2. the other party suspends, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
3. the other party's financial position deteriorates so far as to reasonably the opinion that its ability to give effect to the terms of this Contract is in jeopardy.

3. Without affecting any other right or remedy available to it, Somfy may terminate this Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract within 7 days after receipt of a written reminder from Somfy that such payment is due.

18. CONSEQUENCES OF TERMINATION

1. On termination of the Contract:

1. you must immediately pay to Somfy all of Somfy's outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Somfy shall submit an invoice, which shall be payable by you immediately on receipt;
2. you must return all of the Supplier Materials and Goods which have not been fully paid for. If you fail to do so, then Somfy may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

19. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

20. RESALE OF PRODUCTS

TERMS SPECIFIC TO "PRO PRODUCTS"

1.  Somfy may make available for sale the following eight categories of Products: (1) connected solutions, (2) controls and automation, (3) security systems, (4) motors for sliding and swinging shutters, (5) motors for roller shutters, (6) solutions for external blinds, (7) motors for internal blinds and (8) solutions for home access. Several of these Product categories are intended exclusively for installation or integration into an end product by professionals in the field of home automation and motorization and, due to their technical nature, require specific and/or specialised knowledge to ensure that they meet the needs and constraints of the end user ("Pro Products").
2. If you submit an Order for, or request a quotation relating to, a Pro Product, Somfy will:

1. prior to accepting your Order, inform you that the Pro Product requires such installation and/or integration by an appropriately skilled professional (and reserves the right to refuse an Order for a Pro Product submitted by anyone other than such a professional); and
2. provide comprehensive instructions about how Pro Products must be installed and/or assembled and information on the safety risks if these instructions are not followed (Pro Product Instructions").

3. You may only make an onward sale of a Pro Product (or any product integrating a Pro Product) where:

1. you have properly and safely integrated the Pro Product into a product that is suitable for use by end users ("Integrated Pro Product"); or
2. where sub-clause a above does not apply:

1. you provide to your customer the information set out at clause 0(i)a and 0(i)b; and
2. in the event of a sale to an end user, you also provide installation and/or assembly services for the Pro Product to the end user in accordance with the Pro Product Instructions; or
3. in the event of a sale to non-end users, you are satisfied that your onward customer provides one of the following services:
   1. 1. a distribution activity aimed at appropriately-skilled professionals that will provide the required installation or assembly services for the Pro Product to end users to whom they sell the Pro Product;
      2. installation or assembly services in accordance with the Pro Product Instructions in each case they resell the Pro Product to an end user; or
      3. manufacture and supply of an Integrated Pro Product.

4. Where you resell the Pro Product in breach of any part of clause 0(iii), then:

1. Somfy will not be liable for any claim of loss or damage suffered or allegedly suffered by any third party as a result of your or your customer's failure to provide adequate or comprehensive information regarding the assembly and/or installation of the Pro Product (including the Pro Product Instructions);
2. Somfy reserves the right to:

1. refuse any new Orders from you;
2. suspend any existing Orders that you may have submitted; and/or
3. terminate the Contract and any other contract in place between you and Somfy.

GENERAL RESALE TERMS

5. Where you market and/or make Products available for sale to onward customers, you undertake:

1. in the case of a sale of Pro Products other than an Integrated Pro Product:

1. to only market and/or make such Pro Products available for sale in a space dedicated to professionals; and
2. to specify on this dedicated space that these Pro Products must be installed by appropriately-skilled professionals and that the installation instructions accompanying the Pro Products (including the Pro Product Instructions) are intended for such professionals, and that any failure to engage the services of such professional to install and/or assemble the Pro Product is done at the customer's own risk; and
3. to provide a full and complete copy of the Pro Product Instructions; and
4. to contractually oblige your onward customers to adhere with the restrictions set out in this sub-clause a;

2. not to make any misleading or inaccurate statement or representation about the nature, quality or characteristics of Products; and
3. not to make any statement or other representation that is harmful or otherwise derogatory to Somfy's brand.

21. GENERAL

1. Assignment and dealings. Somfy shall be entitled to assign, mortgage, charge, delegate, declare a trust over, sub-contract or deal in any other manner with any and all of its rights and obligations under the Contract. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
2. Waiver. No failure or delay by a party (whether express or implied) to enforce any of its rights or remedies provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
3. Variation. Except as set out in these terms (in particular clause 7(vi) and clause 13), no variation of the Contract shall be effective unless it is agreed in writing and signed on behalf of both parties.
4. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
5. Compliance

1. Where you resell (or provide or otherwise make available) Products to third parties ("Resale"), you do so independently of Somfy and all activities in connection with such Resale are carried out at your sole liability. In particular, you will be solely responsible for:
   1. ensuring that any Resale shall not in any way constitute a violation of the laws or regulations in force in any country into which Products are imported during the course of such Resale;
   2. complying with any applicable laws and regulations in relation to the sale, marketing, distribution and packaging of Products in the course of a Resale.
2. Where you Resell Products of any type (including, for the avoidance of doubt, hardware, software and/ or other technology, as well as any corresponding documentation relating to such Products):
   1. you shall comply with all applicable national and international (re-) export control regulations;
   2. in any event, you shall comply with the (re-) export control regulations of the European Union and of the United States of America; and
   3. prior to carrying out a Resale, you must take all reasonable steps to ensure that:
      1. such Resale (and any activities carried out in connection with such Resale) will not comprise an infringement of an embargo or other trade restriction imposed by the European Union, by the United States of America and/ or by the United Nations, in each case taking into account applicable sanctioned party lists concerning the trading with entities, persons and organizations listed; and
      2. the third party receiving the Resale does not intend to use the Products to manufacture or otherwise in connection with armaments, nuclear technology or weapons, if and to the extent such use is prohibited by or requires authorisation under any applicable laws (unless such authorisation is provided by or on behalf of that third party).
3. Under no circumstances will Somfy be liable for any failure or violation of any applicable laws and regulations in any country arising as a result of, or in connection with, the Resale of Products (including in relation to the importation, distribution and / or marketing of Products). You shall indemnify Somfy and its affiliates against all claims, convictions, penalties, losses and expenses resulting directly or indirectly from or in connection with the Resale of Products.

6. Notices.

1. Any notice given to a party under or in connection with the Contract shall be in writing and served by first class post or by hand at its registered office or its principal place of business.
2. Any notice shall be deemed to have been received:
   1. if delivered by first class post, at 9.00am on the second business day after posting; or
   2. if delivered by hand, at the time the notice is left at the proper address.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this Clause 21(vii) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
8. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
9. Entire agreement. The Contract constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each of us acknowledges that in entering into the Contract we do not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each of us agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
10. Governing law. The Contract and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute o r claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.