Formation of Contract
The contract between the Seller and the Purchaser comprises the Confirmation of Order signed by the Seller (the “Order”) and these Terms & Conditions. Any other terms proposed by the Purchaser are excluded.
Price and Payment
All Products must be paid for in full before delivery. If payment terms are not set out in the Order, payment is due within 14 days of the date of each invoice. Where the Products are made to order, the Seller may vary the agreed price to take account of any increases in the cost of materials. The prices do not include packing, delivery and insurance in transit which will be the responsibility of the Purchaser. The Seller reserves the right to charge interest on any overdue payment at the rate of 4% above the Bank of England base rate. Also, the Seller will be entitled to cancel the Order and/or suspend any further deliveries of Products if any payment is not made on the due date by the Purchaser. All prices quoted are exclusive of VAT.
If the Purchaser wishes to change anything in the Order, the request must be made in writing. The Seller will inform the Purchaser whether the change is agreed and, if so, the price (and delivery date) will be adjusted by the Seller as appropriate. A request to reduce the quantity of Products ordered will not result in a price reduction unless otherwise agreed in writing by the Seller.
All delivery dates given by the Seller are given in good faith but dates are not guaranteed and the Seller will not be liable to the Purchaser for any delay in delivery. The Seller will notify the Purchaser when the Products are ready for delivery. Delivery will occur when the Purchaser collects (or arranges collection) of the Products from the Seller's premises, unless different delivery arrangements are agreed in the Order (at the Purchaser’s expense).
Ownership and Risk
The risk of loss or damage to the Products passes to the Purchaser upon delivery or 7 days after the Seller has notified the Purchaser that the Products are ready for collection at its premises if the Purchaser has not collected them by then. Ownership in the Products will remain with the Seller until payment in full of all amounts due from the Purchaser have been received by the Seller.
Warranty and Liability
The Seller will exercise reasonable skill and care in the manufacture or preparation of Products (where applicable). Any defects must be notified within one month of delivery and the defective Product returned to the Seller at the Purchaser’s expense. When the Seller accepts that the defect is due to faulty workmanship or materials the Seller will have the option either to repair or replace the defective Product. The warranty given above will not apply to defects which are due to: fair wear and tear, accidental damage or failure by the Purchaser to adhere to the Seller’s recommendations; or to materials or equipment included in the Products which have not been manufactured by the Seller. All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law. The Purchaser acknowledges that the only warranties are those given expressly by the Seller in these Conditions and under no circumstances will the liability of the Seller to the Purchaser exceed an amount equal to the price of the relevant Product(s).
The Seller will not have any liability to the Purchaser if prevented from performing the Contract on account of force majeure which includes, but is not limited to severe weather conditions, war, terrorism, strikes or difficulty in obtaining materials and labour. In any of these circumstances, the Seller reserves the right to cancel or delay the Order.
All designs and intellectual property rights in Products are and will remain the sole property of the Seller. Under no circumstances will the Purchaser copy or make use of any of the Seller’s designs and other intellectual property rights.
If the Purchaser (a) commits a breach of contract, or (b) fails to make a payment on the due date, or (c) becomes insolvent or has a receiver or liquidator appointed then, in any such case, the Seller shall be entitled to cancel the contract and repossess any Products for which payment has not been received in full.
Law and Disputes
The contract between Seller and Purchaser is governed by English law. Any dispute which cannot be settled amicably will be referred to mediation at the request of either party. CEDR (the Centre for Effective Dispute Resolution) will arrange the mediation. Any dispute that is not settled will be resolved in the English courts.