By entering into a business agreement with Vertical (the seller) you (the buyer) agree to comply with and be bound by the following terms and conditions of sale.
From here on ‘you’ refers to the customer / buyer and ‘us’/’we’/’our’ / the seller refers to Vertical.
1. PRICING AND TERMS
Quotes are valid for the goods specified in them and for 15 days from date of quote. Alterations may incur a cost rise, which will be reflected in a new quote. Please bear in mind that all quotes made are made subject to the terms and conditions of sale. Any order placed is placed subject to the terms and conditions set out here.
The price payable for the goods you order and their delivery is as set out in the invoice. We reserve the right to change the prices shown at any time and we will contact you before the order is confirmed in the event of an alteration being made. An amount equal to the appropriate taxes will be added to the invoice where there is a legal obligation to collect such taxes. Customers will pay this amount in full to us
1.3 Mispriced Goods, Misplaced Decimal Places or Otherwise
If, by genuine mistake, we have under priced an item, we will not be liable to supply that item to you at the stated price, provided that we notify you before we despatch the item. In those circumstances, we will notify the correct price to you so you can decide whether or not you wish to order the item at that price.
1.4 Loss of Earnings
We cannot, and will not, be held responsible for any loss of earnings, real or projected, as a result of an order being lost, arriving late, or not being as expected.
2. ORDERING CUSTOMISED LIGHTS
We must receive payment in full for the goods ordered before the order can be processed. By placing an order, you agree to pay pro-forma for the invoiced goods. Our acceptance of your order brings into existence a legally binding contract between us and you. Customers are reminded that they should satisfy themselves that the products they are ordering are suitable for their requirements before placing an order. No responsibility is placed with Vertical for the decision to order.
All orders will be set out in a quote, which must be approved for an order to proceed. Responsibility for the sign-off of this quote lies solely with the customer: mistakes cannot and will not be replaced once your order has entered the production process. Every new quote supersedes all other previous quotes. Acceptance of the quote and acceptance/payment of the invoice means you have agreed to all of our Terms and Conditions.
All payments must be in full, as per the total price on the invoice and in Dirhams (AED) or Dollars ($).
Conversion fees from foreign currencies must be borne by the customer and not deducted from the invoice total.
2.3 Artwork and Designs
Where applicable, you must provide production ready designs in Adobe Illustrator file format. Pantone references must be provided for print colour matching. All colours shown on the website are only as accurate as the web design process allows and will vary with your monitor settings, software and environmental light etc. Print colours can only be matched to a pantone reference, which must be provided by the customer and is stated by us as available (for this we use a Coated Pantone Book). In the matching, there will always be variance due to screen resolutions, environmental factors (such as lighting), perspex colour influences on the inks and varying dye strengths.
Design positioning must be specified and agreed at the quote sign-off stage, along with an approved design. Due to variance in the manufacturing stage and the hand-made nature of LED and NEON lights, there may be variance of up to 100mm in any dimension set out in the quote. Some changes can and may occur between the stated position, origination and final placement of any design ordered. By agreeing to these T&Cs you understand that variance in dimensions, placement, colour and visual appearance can change between products and agree to allow us to use our professional judgement in this matter. All artwork, designs and specifications supplied / approved are guidelines for the production stage only.
2.4 Copyright designs
2.4.1 Supplied designs
It is the client’s responsibility to gain authorisation to use any copyrighted, trademarked or otherwise licensed material/ logos in their order. We will not be held liable for use of copyrighted, trademarked or otherwise licensed logos, designs or artwork in products supplied to your specifications.
2.4.2 Designs produced by us
Any designs produced by us for you will remain our intellectual property and may not be used in any other form without our prior written consent.
We may occasionally use examples of custom LED neon lights we’ve previously produced in our brochures, websites, social platforms, exhibitions and pitches. If you would prefer to opt-out or keep your relationship to us discreet, please let us know by clearly stating on your order or artwork approval.
Customised designs are a bespoke manufacturing service whereby we manufacture one-of-a-kind goods to your specifications and therefore refunds and returns of goods are not possible. We will accept no returns of customised lights. We therefore encourage customers to take care with the specifications and take care to understand the terms and conditions of their order. By making a purchase order or by signing off the quote and invoice you agree to pay for the goods listed and understand that no refund, replacement or compensation can be claimed for the goods once the order has been placed. This does not affect your statutory rights.
At times, stock-outs and shortages may occur between the times when availability was last checked (invoice) and the point where the stock is drawn down (payment) particularly if there is a delay in payment. In this instance, we will inform you of this as soon as possible and will look to offer replacements (this may affect the price, which will rise or fall accordingly, and may result in an issue of a further invoice to you or remittance advice from us) or we may offer to send the goods on shortly after. The rest of an order will proceed despite the stock-out and cannot be cancelled as a result of stock-outs. We will not be liable for any loss of earnings arising from stock-outs or from any delays in the production process.
Any changes to an order will result in a new quote. Each new quote will supersede all earlier quotes. Any changes to an order and quote that result in a rise in cost, will be re-invoiced to the customer and must be paid pro-forma before the order proceeds.
2.8 Turnaround Time
Our average customised order turnaround is 2-4 weeks. This can be as long as 4 weeks or more on complicated orders or during busy periods. You will be given a provisional completion date once your signed-off and paid-for order enters the production process. Please note the 2-4 week turnaround time guideline is from point of full payment.
Failure of the client to respond quickly to information / artwork / approval requests from our order management team may result in order delays.
All turnaround durations are estimates and we cannot guarantee exact delivery dates. We will not be liable for any loss incurred due to production or delivery delays.
2.9 Cancellations and Refunds
Once an order has been placed and paid for, the manufacturing stage starts immediately and costs are borne immediately by us. Therefore we stress that once an order has been placed, it cannot be cancelled. Returns and refunds cannot be accepted.
All colours shown on the website are only as accurate as the web design process allows. There will always be variance due to screen resolutions and environmental factors (such as lighting).
Full title in the Goods shall remain vested in us until we receive payment in full. We reserve the right to sell any rejected goods.
3 REFUNDS/ DEFECTS/ RETURN OF OFF-THE-SHELF LIGHTS (LIGHTS BOUGHT DIRECTLY FROM US)
Due to the nature of the handmade manufacture process, there are occasionally errors that occur due to manufacture, or genuine mistakes of operatives. We have a thorough QC process that means that almost all rejected products are flagged up in production, however sometimes errors will occur. The buyer acknowledges that while it is rare sometimes a mistake can occur.
If the Goods arrive to the Buyer in a damaged state, the Buyer is required to notify the delivery agent and the Seller within 24 hours in writing inclusive of photography evidence of the damage to the Goods and associated packaging to verify. Failure to comply with this request and timeframe will void the Seller obligations. Please ensure that a photogragh showing the whole light is submitted along with detailed photos of the damage incurred and packaging.
Due to the hand-rendered nature of the Goods, they can be subject to variations and slight dis-colourations. Some variations in colour can also occur as a result of computer screen and printer calibration. The Buyer acknowledges that these variations and dis-colourations are not a fault of the Products and accepts the potential of such occurrence.
Due to the inherent nature of Perspex and the handmade production process, there may be glue marks or scratches visible on the perspex sheet. We recommend that you remove all superficial marks with a cloth and white vinegar. The Buyer acknowledges that these minor defects are not a fault of the product, will not affect the use of the product and accepts the potential of such occurrence.
The Buyer shall inspect the Goods on delivery and shall within forty-eight (48) hours of delivery notify the Seller in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.
If goods are found to be faulty and the error is on the part of the Seller, the Seller will provide the buyer with a return label and ask that they Buyer returns the item to the seller to be inspected.
Where there has been a genuine manufacturing error, upon return of the light, we will investigate and endeavour to repair or replace affected goods as we see fit in order to supply goods to specification. This does not include ordering errors on the part of the customer, and does not supersede other related terms.
The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
Damaged or lost orders should be resolved with the courier company directly and we are not responsible for goods that are damaged in transit or not received. Replacement of damaged or lost items is made at the discretion of the Seller.
The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated. The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
With our standard UAE delivery, we do not offer nominated day or time delivery slots. However, we will be able to provide you with a 1 week delivery window within the 2-4 week delivery time. If you require a more specific delivery window, do let us know and we can provide an alternative courier service (for an additional fee)
We use a variety of reputable delivery companies, who, if you are not at home at the time of delivery, will leave a delivery note so you can arrange re-delivery. You will also receive an email with tracking details, when your light is dispatched from the studio.
4.1 Goods Delivery Handling Responsibility
You will need to be sure that you have sufficient and proper equipment and that your own designated personnel are available to unload products/goods delivered to your premise(s) as the delivery companies’ drivers are not obliged/required to provide assistance in unloading and/or placing your order.
4.2 Delays Beyond Our Control
We shall have no liability to you for any failure or delay in the delivery of goods ordered, or for damage or defect to goods caused by events or circumstances beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).
5. INTERNATIONAL DELIVERIES
All international orders are shipped via one of our reputable couriers. We are not responsible for customs fees incurred from importing goods. The customer assumes responsibility for any additional charges on rejected packages. We do not accept returns for international orders. This does not affect your statutory rights.
6. ADDITIONAL TERMS
We shall at all times comply with all applicable laws, regulations, governmental rules, guidelines and codes relating to bribery and corruption, including without limitation applicable Foreign Corrupt Practices Act legislation, US Securities and Exchange Commission legislation and OECD Convention legislation, and shall not, nor shall any person on our behalf, directly or indirectly offer or give (or agree to offer or give) any gift, benefit, entertainment or other consideration to any person which is intended to induce or encourage, or which has the effect of inducing or encouraging, to breach any duties or obligations of that person.
We shall ensure that all persons acting on our behalf in connection with our agreement do not, directly or indirectly, receive or agree to receive any gift, benefit, entertainment or other consideration from any person which is intended to induce or encourage, or which has the effect of inducing or encouraging, such person to breach any duties or obligations you owe to us.
6.2 Exclusion of Liability
We shall not be liable in any way for any loss of revenue, profit, goodwill or any consequential or indirect or special loss or damage arising out of the purchase of any goods by you from us or late or non-delivery of goods. We do not accept liability for any loss from claims of third parties arising out of the use of Goods or Services purchased from us. We shall not be liable for any misrepresentations. We accept zero liability for all losses not specifically mentioned here, as well as any liability for health issues that may occur from the use of products supplied to you by us.
We will endeavour to provide the highest quality goods as standard, and these will arrive in a merchantable quality. Any wear and tear or depletion of goods due to use and wear are not our responsibility and we will not be obliged to replace or refund any goods.
Vertical will not accept any liability for loss or profit or consequential losses suffered as a result of erroneous delivery, production or delivery delay, or otherwise. The risk inherent in all goods passes to the customer as soon as production is complete and the order is dispatched.
All information supplied by either party to the other and identified as confidential by the recipient shall be kept strictly confidential by the recipient and shall not be disclosed to any third party without the other’s prior written consent. Each party shall take appropriate steps to ensure that its employees, subcontractors and agents are also bound by confidentiality undertakings with respect to products, suppliers, printers, supply chain, supply partners.
All confidential information and documents supplied to either party shall be returned to the supplying party on expiry or termination of this Agreement.
The obligations of confidentiality in these Terms and Conditions shall remain in force after expiry or termination or any relationship between you and us.
6.6 Intellectual Property
All intellectual property associated with our brand, supply chain, processes and all other relevant elements of our business will remain ours.
6.7 Entire Agreement
These terms and conditions, delivery details and contract details, set out the whole of our agreement relating to the supply of the goods to you by us. These terms and conditions cannot be varied except in writing signed by a director of Vertical and will always supersede the customer’s Terms. In particular nothing verbally agreed by any of our staff should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. We shall have no liability for any such representation being untrue or misleading unless it is made fraudulently. No delay or failure on our part to enforce our rights or remedies under these Terms and Conditions shall constitute a waiver on our part or such rights or remedies unless such waiver is confirmed in writing.
6.9 Scope of Agreement
(a) These conditions apply to all Goods and Services supplied by the us to you and shall govern the contract to the exclusion of any other terms and conditions. In particular, these conditions shall override and supersede any terms or conditions of purchase of the Buyer purported to be incorporated expressly or impliedly into the contract. You accept these conditions by purchasing the goods and / or services.
(b) All correspondence and documentation relating to the Order shall be in English language. If translations exist in other languages, the English version shall prevail if in conflict.