Open Habitat Terms and Conditions

1. Introduction
1.1 These terms and conditions represent the complete agreement between the Customer and Open Habitat for the purchase of Products.
1.2 This Agreement supersedes all prior representations, statements, understandings, or agreements, except those specifically modified by a written agreement by Open Habitat.
1.3 By placing an order for the Products, you, the Customer, acknowledge and accept the terms of this Agreement.
1.4 Should any conflicts arise between this Agreement and any other document, this Agreement will prevail.
1.5 Definitions in this Agreement:
• “Agreement” refers to these terms and conditions and the Order Confirmation.
• “Customer” or “You/Your” refers to the entity identified in the Order Confirmation, including successors or representatives.
• “Order” means the Customer’s instruction to Open Habitat to supply the Products.
• “Order Confirmation” is the communication from Open Habitat detailing the Service, price, completion date, and other contractual terms.
• “Open Habitat” represents Open Habitat Limited, Company number 11645908 and registered in England with the office at 6-8 Peterborough Mews, Fulham, London, SW6 3BL
• “Product(s)” are the items sold by Open Habitat as described in the Order Confirmation.
• “Charges” are the prices for the products/Service listed in the Order Confirmation.
• “Wastage” accounts for the natural product loss during processing and transport; an additional 10% order is recommended to cover this.
• “Product Guide” is the document that outlines the product ordering process from Open Habitat.
• “Working Day” refers to Monday to Friday, 9.00 am to 5.30 pm, excluding bank holidays.
• “Writing” includes written documents, faxes, and emails.

2. Service Provision
2.1 Open Habitat will issue an Order Confirmation for all accepted orders but reserves the right to reject any order.
2.2 Open Habitat will endeavour to supply the Products as per the Order Confirmation.
2.3 In cases of oral orders or disputes, the Order Confirmation will be considered the definitive Order.
2.4 Telephone conversations may be recorded to ensure quality service.
2.5 Open Habitat may use third-party companies for product delivery as specified in the Order Confirmation.

3. Customer Obligations
3.1 The Customer must pay the Charges as outlined in clauses 5 and 6.
3.2 The Customer must inform Open Habitat of any issues with the Products within 48 hours, providing necessary details.
3.3 The Customer is expected to cooperate and provide all necessary information and access for Open Habitat to deliver quality service, including timely provision of details and suitable delivery conditions.
3.4 The Customer should notify Open Habitat about unsuitable delivery surfaces to avoid additional charges.
3.5 The Customer must follow the instructions in the Product Guide provided by Open Habitat.
3.6 It is advised to account for Wastage when ordering, as up to 10% of the products may be unusable due to natural characteristics.
3.7 Open Habitat may suspend or terminate the Agreement if the Customer fails to meet their obligations under this clause.

4. Cancellation Policy
4.1 Customers may cancel orders by contacting Open Habitat within 7 days of product receipt. Cancellations must be communicated in writing.
4.2 Orders must be cancelled within seven days of receipt; customers are not liable for charges if cancelled within this timeframe.
4.3 No cancellations are offered by Open Habitat other than as specified in 4.1.
4.4 Products remain at the customer’s risk until received by Open Habitat.
4.5 Bespoke products cannot be cancelled or refunded.
4.6 If an order is cancelled per Condition 4.1, all paid monies will be refunded, excluding any already incurred delivery charges. Refunds are processed within 30 days of cancellation.
4.7 Additional delivery costs apply if the delivery date is changed post- dispatch.
4.8 Open Habitat may charge for collecting non-returned products and deduct these costs from any refund.

Returns
1.1 Notification of damage, loss of goods in transit, or non-delivery must be made in writing to Open Habitat and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of dispatch of the goods/the agreed delivery date) and any claim in respect thereof must be made in writing to Open Habitat and the carrier within seven clear days of delivery (or in the case of non-delivery, within 42 days of notification of dispatch/agreed delivery date). All other claims must be made in writing to Open Habitat within 28 days of delivery. Open Habitat shall not be liable for any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as possible.

Delivery
2.1 Completed Orders will be sent to the delivery address provided on your Order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Please note that we do not deliver to PO boxes.
2.2 Open Habitat shall bear all risk in respect of consignments until delivered to the Customer. Once an Order has been received by you, all risk of damage to, or loss of, the Products shall pass to you.
2.3 We shall be entitled to (a) deliver a completed Order in installments, each installment deemed a separate contract, and (b) supply only part of an order.
2.4 Delivery dates are approximate only and not an essential term of the Agreement. Open Habitat shall have no liability for delays.
2.5 We deliver only to the kerbside unless otherwise agreed; delivery beyond this point is at the driver/management’s discretion and subject to Customer indemnifying Open Habitat against all damages.
2.6 Should Open Habitat not receive delivery instructions, or be unable to effect delivery within 30 days after notification that items are ready for dispatch, the Customer shall take delivery or arrange for storage. Should the Customer fail to do so, we are entitled to arrange storage at your cost.
2.7 If delivery of special orders is delayed through no fault of Open Habitat, the customer will be invoiced in full 30 days after the agreed delivery date, regardless of whether delivery has been made.
2.8 Storage and transport cost fees will also be charged.

Indemnification
3.1 The Customer shall indemnify Open Habitat against any liability arising out of the Customer’s use of the Products.
3.2 The Customer will hold Open Habitat harmless from all claims, losses, damages, costs, or expenses incurred in connection with the Agreement due to breaches by the Customer.

Charges
4.1 Charges are based on the Contract price specified in the Order Confirmation.
4.2 For cash sales, payment must be received prior to delivery.
4.3 Charges include a 2% fee for commercial credit card use.
4.4 This contract is divisible. Each delivery is a separate contract and shall be invoiced separately; any invoice must be paid in full without reference to any issues with other deliveries.

Payment
5.1 Payment is due in advance unless otherwise agreed in writing. The Order is processed only after payment clearance.
5.2 Timely payment is crucial to the Agreement.
5.3 Failure to pay on time allows us to suspend services, cancel the Agreement, and/or charge interest on overdue amounts at 4% per annum above the Santander plc base rate.
5.4 The Customer cannot withhold payment for any set-off, counter-claim, or other deductions.
5.5 Returned checks will incur a “returned cheque” charge.
5.6 Overdue invoices may be forwarded to debt collectors.
5.7 Products remain the property of Open Habitat until full payment is received.

Amendments to Contract
6.1 Any changes to an Order or this Agreement must be requested in writing. Open Habitat will notify the Customer of any resulting changes in Charges and the Agreement will be modified accordingly.

Product Characteristics
7.1 Our products may vary in appearance from samples due to natural characteristics.
7.2 We strongly recommend that Customers request physical samples before placing orders.
7.3 Open Habitat makes no warranty regarding the fitness of the goods for any particular purpose unless expressly agreed otherwise.
7.4 All goods are sold understanding their natural variations and characteristics.

Disclaimer and Limitation of Liability
8.1 No implied warranties beyond those stated in this Agreement.
8.2 Open Habitat is not liable for indirect or consequential losses from breach of warranty, contract, or negligence.
8.3 Liability is limited to the Order value if not otherwise excluded by law.
8.4 Open Habitat is not responsible for delays or service quality issues caused by external factors or lack of Customer cooperation.

Confidentiality
1.1 Each party will maintain the confidentiality of any Confidential Information disclosed by the other. Neither party will disclose any Confidential Information to any third party, except to its agents, subcontractors, advisers, or employees who require access to such information for the performance of their duties under the Customer Agreement. The disclosing party will ensure that any such disclosure is compliant with this clause.
1.2 This confidentiality obligation will survive the termination of this Agreement.

Cancellation by Us
2.1 Open Habitat may, without prejudice to its other rights, immediately suspend or cancel any of its contracts with the Customer if: The Customer fails to make payment on the due date, commits an act of bankruptcy, makes arrangements with creditors, or if execution or distress is levied upon the Customer’s goods; The Customer, being a corporate entity, has a receiver appointed, faces an administration order, or undergoes any similar proceedings; or The Customer defaults on any of its obligations under any contract with Open Habitat. In such cases, all amounts due to Open Habitat shall become immediately payable.
2.2 Open Habitat reserves the right to cancel the contract if: Insufficient stock prevents the delivery of the Products ordered; The delivery area is not covered by us; or A pricing error occurs due to a typographical mistake or a change in pricing information.
2.3 In the event of a cancellation by us, we will notify you via email or letter and re-credit any sums deducted from your credit card within 30 days of the cancellation.
2.4 Upon cancellation, Open Habitat reserves the right to retrieve any property belonging to it.
2.5 Ethical Clause: Open Habitat will terminate services if the Customer engages in duplicity, deceit, or abuses the service.
2.6 Open Habitat reserves the right to terminate services if the Customer repeatedly damages or mishandles the Products.

Force Majeure
3.1 Open Habitat shall not be liable for any delay or failure in performing its obligations under the Agreement if such delay or failure arises from circumstances beyond reasonable control, including but not limited to: Natural disasters, weather conditions, fires, or accidents; War, threats of war, pandemics, civil disturbances, or government actions; Strikes, lockouts, industrial actions, or disruptions in utility services; Technical issues, supply chain disruptions, or delivery delays caused by external third parties. Intellectual Property Rights and Ownership
4.1 Unless otherwise agreed in writing, all intellectual property rights arising from this Agreement shall remain with Open Habitat. The Customer is granted a non-exclusive, non-transferable, royalty-free license to use the intellectual property for the purposes envisaged by this Agreement.

Disputes
5.1 Should a dispute arise in connection with this Agreement, the parties will first attempt to resolve it through negotiation. If unresolved within 30 days, mediation will be pursued prior to any court litigation, in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

Assignment
6.1 Neither party may assign, transfer, subcontract, or otherwise hand over the rights or obligations of this agreement to any third party without the prior written consent of the other party, which shall not be unreasonably withheld.

Notices
7.1 Any notice or communication under this Agreement must be in writing and will be considered duly given when: Personally delivered, upon delivery; Sent by first-class post, two business days after posting; Sent by email, at the time of transmission, unless sent after 17:00 hours, in which case it will be deemed given at the start of the next business day.
7.2 Notices must be sent to the address specified in the Order Confirmation or as listed on the Open Habitat website.

General Provisions
8.1 Failure or delay by Open Habitat in enforcing any provision of the Agreement shall not be deemed a waiver of its rights.
8.2 The legality, validity, or enforceability of any part of this Agreement does not affect the rest of the Agreement.
8.3 This Agreement is governed by English Law, and the parties agree to the non-exclusive jurisdiction of the English Courts.

Open Habitat Limited 2024

Pergolas & Awnings:
Ownership: All pergolas and awnings supplied by Open Habitat remain the property of Open Habitat until full payment has been received.
Bespoke Items: Once an order for a pergola or awning has been placed, no changes can be made as these items are custom-made to the client’s specifications.
Client Responsibility: It is the responsibility of the client to thoroughly check all sizes, colours, specifications, and other details provided for the pergola or awning prior to placing an order.
Payment: Final payment for goods must be made in full before delivery can be scheduled.
Delivery: Open Habitat will arrange for delivery of the pergola or awning. However, in cases where installations are not being carried out by Open Habitat, it is the client’s responsibility to arrange for and take delivery of the goods.
Disputes: Any disputes arising from transactions with Open Habitat shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales. By placing an order with Open Habitat for a pergola or awning, the client agrees to these Terms and Conditions in full.

Millboard:

• Open Habitat is not obliged to accept the return of any Goods in exchange for credit or refund.
• Customer service is, however, important to Open Habitat and Open Habitat may, from time to time, consider accepting the return of Goods in exchange for issuing a credit note to the Customer (Discretionary Return). The following terms apply in respect of Discretionary Returns:
• No returns will be accepted unless agreed by Open Habitat in writing in advance.
• Open Habitat will not consider any request for a Discretionary Return if the relevant Goods were delivered more than 30 days prior to the date of the request.
• If Open Habitat agrees to accept a Discretionary Return, Open Habitat will issue the Customer with Millboard’s ‘Returns Authorisation Note’ which must be returned to Open Habitat along with the Goods.
• All Discretionary Returns are subject to the Customer arranging for the return of the Goods to the address specified by Open Habitat, at the Customer’s cost. If agreed by both parties in advance, Open Habitat may collect the Goods from the Customer’s premises, provided that the Customer pays the costs agreed in respect of such collection.
• All Discretionary Returns processed by Open Habitat are subject to the Customer paying a handling charge. Unless otherwise specified by Open Habitat in advance, the handling charge will normally be 10% of the original purchase price of any Goods which are decking boards, fascias, or edging, and 25% of the original purchase price of all other Goods.
• In respect of any Goods which are supplied in boxes containing multiple parts (for example fixings and pedestals), a credit note will only be issued if the Goods are returned in full box quantities and in their original packaging.
• A credit note will only be issued if the Goods returned are unused and, in Open Habitat’s opinion, in perfect condition and fit for resale.