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STANDARD TERMS AND CONDITIONS OF BUSINESS
1.
DEFINITIONS
1.1 Buyer means the person
who buys or agrees to buy the goods from the Seller;
1.2 Conditions means the terms and conditions of sale set out in
the document and any special terms and conditions agreed in
writing by the Seller;
1.3 Delivery date means the date specified by the Seller when
the goods are to be delivered;
1.4 Goods means the articles which the Buyer agrees to buy from
the Seller;
1.5 Price means the price for the Goods excluding carriage,
packaging, insurance and VAT;
1.6 Seller means David Salmon Fine Bespoke English Furniture, 1/19
Chelsea Harbour Design Centre, London, SW10 0XE.
2. GOVERNING LAW AND JURISDICTION
2.1. All products and services supplied by David Salmon Fine
Bespoke English Furniture, and these conditions and any disputes or claims arising
out of or in connection with their subject matter are governed
by and construed in accordance with the law of
England and Wales.
2.2
Any question or difference which may arise concerning the
construction, meaning or effect of these Terms and Conditions or
concerning the rights and liabilities of the parties hereunder
or any other matter arising out of or in connection with these
Terms and Conditions shall be referred to a single arbitrator to
be agreed between the parties or failing such agreement, to an
arbitrator appointed by the managing director or appropriate
appointed officer of the British Contract Furniture Association.
The decision of such arbitrator shall be final and
binding upon the parties.
Any reference under this clause shall be deemed to be a
reference to arbitration within the meaning of the Arbitration
Act 1996 but so that the costs of arbitration shall in any event
be discharged by the Buyer.
2.3. Subject always to the provisions of Clause 2.2, the parties
irrevocably agree that the courts of England and Wales have
exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with these conditions.
3.
CONDITIONS APPLICABLE
3.1 These conditions shall apply to all contracts for the Sale
of Goods by the Seller to the Buyer to the exclusion of all
other terms and conditions including any terms and conditions
which the Buyer may purport to apply under any purchase order,
confirmation order or similar document
3.2 All orders for Goods shall be deemed to be an offer by the
Buyer to purchase Goods pursuant to these Conditions.
3.3 Acceptance of delivery of the Goods shall be deemed
conclusive evidence of the Buyer's acceptance of these
Conditions.
3.4. These conditions apply to all the Seller's sales and any
variation to these conditions and any representations about the
Goods shall have no effect unless expressly agreed in writing
and signed by the managing director of the Seller. The Buyer
acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Seller which
is not set out in the Contract. Nothing in these conditions
shall exclude or limit the Seller's liability for fraudulent
misrepresentation.
3.5. Each order or acceptance of a quotation for Goods by the
Buyer from the Seller shall be deemed to be an offer by the
Buyer to purchase Goods subject to these conditions.
3.6. The Seller must receive payment of a deposit of 50% of the
sale price of the Goods before the Buyer's order can be
accepted.
3.7 The Buyer
acknowledges that the deposit paid represents a fair assessment
of inter alia the cost to the Seller of tendering for and
processing the Buyer’s order and booking production time for the
manufacture of the Goods and that without prejudice to any other
remedy available to the Seller it shall be entitled to retain
the whole of the deposit on any cancellation of the contract for
the sale of the Goods to the Buyer.
3.8. The Buyer shall ensure that the terms of its order and any
applicable specification are complete and accurate.
3.9. Any quotation is given on the basis that no Contract shall
come into existence until the Seller despatches an
acknowledgement of order to the Buyer. Any quotation is valid
for a period of 30 days only from its date, provided that the
Seller has not previously withdrawn it.
4.
PRICE AND PAYMENT
4.1 The Price shall be the Seller's quoted price on the order
acknowledgement form or invoice. The price is exclusive of VAT
which shall be due at the rate ruling on the date of the
Seller's invoice.
4.2 Payment of the Price and VAT shall be in accordance with the
terms set out on the order acknowledgement form or invoice. Time
for payment shall be of the essence
4.3 All goods
are sold “Free on Board” (FOB) at the point of disembarkation
from our factory.
4.4 Should the buyer
not comply with the Free on Board terms The Seller reserves the
right to charge Interest on overdue invoices which shall accrue
from the date when payment becomes due from day to day until the
date of payment at a rate of 5% above Nat West Bank base rate
from time to time in force and shall accrue at such rate after
as well as before any judgement.
4.5 Goods remain the property of the seller until payment is
received in full but even though title has not passed, the
Seller shall be entitled to sue for their price once its payment
has become due.
5.
THE GOODS
5.1 The quantity and description of the Goods shall be as set
out in the Seller's quotation or any Seller’s specification.
5.2 The Seller may from time to time make changes in the
specification of the Goods which are required to comply with any
applicable safety or statutory requirements or which do not
materially affect the quality or fitness for purpose of the
Goods.
5.3 Any contractual description of the Goods by the Seller
relates to the identity of the Goods but only if it relates to a
central characteristic of the Goods or to a substantial
ingredient in their identity.
6 .WARRANTIES LIABILITY
AND QUALITY
6.1. Where the Seller is not the manufacturer of any part or
whole of the goods, the Seller shall endeavour to transfer to
the Buyer the benefit of any warranty or guarantee given to the
Seller.
6.2. The Seller warrants that (subject to the other provisions
of these conditions) upon delivery, and for a period of 12
months from the date of delivery, the Goods shall:
6.2.1 be of satisfactory quality within the meaning of the Sale
of Goods Act 1979;
6.2.2 be reasonably fit for their purpose; and
6.2.3 be reasonably fit for any particular purpose for which the
Goods are being bought if the Buyer had made known that purpose
to the Seller in writing and the Seller has confirmed in writing
that it is reasonable for the Buyer to rely on the skill and
judgement of the Seller.
6.3. The Seller shall not be liable for a breach of any of the
warranties in condition unless the Seller is given a reasonable
opportunity after receiving the notice of examining such Goods
and the Buyer (if asked to do so by the Seller) returns such
Goods to the Seller's place of business at the Seller's cost for
the examination to take place there.
6.4. The Seller shall not be liable for a breach of any of the
warranties in condition if:
6.4.1 the Buyer makes any further use of such Goods after giving
such notice; or
6.4.2 the defect arises because the Buyer failed to follow the
Seller's oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods or
(if there are none) good trade practice or use in the manner for
which they were designed; or
6.4.3 the Buyer alters or repairs such Goods without the written
consent of the Seller; or
6.4.4 use of the goods in
excessive temperature conditions or in an atmosphere lacking
hydration.
6.5. Subject to condition 6.3 and condition 6.4, if any of the
Goods do not conform with any of the warranties in condition 6.2
the Seller shall at its option repair or replace such Goods (or
the defective part) or refund the price of such Goods at the pro
rata Contract rate provided that, if the Seller so requests, the
Buyer shall, at the Seller's expense, return the Goods or the
part of such Goods which is defective to the Seller.
6.6. Any Goods replaced shall belong to the Seller and any
repaired or replacement Goods shall be guaranteed on these terms
for the unexpired portion of the 12 month period.
7. WAIVER
7.1. Each right or remedy of the Seller under the Contract is
without prejudice to any other right or remedy of the Seller
whether under the Contract or not.
7.2. Failure or delay by the Seller in enforcing or partially
enforcing any provision of the Contract shall not be construed
as a waiver of any of its rights under the Contract.
7.3. Any waiver by the Seller of any breach of, or any default
under, any provision of the Contract by the Buyer shall not be
deemed a waiver of any subsequent breach or default and shall in
no way affect the other terms of the Contract.
8.
DELIVERY OF THE GOODS
8.1 The Seller at its discretion may offer to arrange shipping
and storage to the customer’s premises. For the purposes of
clarity this service does not form any part of any contract
relating to the supply of goods and will be treated as a
separate contract.
8.2 The Seller shall not be liable for any loss or damage
whatever due to the failure by any shipping agent or haulier to
deliver the Goods (or any of them) promptly or at all.
8.3 In the event that the Buyer is unable to take delivery of
the Goods on the Delivery Date the Buyer is to bear the costs of
Storage whether due and owing to the Seller or any third party.
8.4 The Delivery date is deemed to commence from the Seller’s
confirmed receipt of the deposit, order, signed and approved
specification.
9. ASSIGNMENT
The Buyer shall not be entitled to assign the Contract or any
part of it without the prior written consent of the Seller.
10. FORCE MAJEURE
The Seller shall be relieved of liabilities incurred under the
Contract wherever and to the extent to which the fulfilment of
such obligation is prevented, frustrated or impeded as a
consequence of any of the following events:
10.1 War, invasion, act of foreign enemy, hostilities (whether
war has been declared or not), civil war, insurrection, military
or usurped powers or acts of God.
10.2 Statutes, rules, regulations, orders or requisitions issued
by any Government Department, Council or other duly constituted
body.
10.3 Strikes, lockouts, breakdowns of plant.
10.4 Other causes (whether or not of like nature) beyond the
Seller's control.
11.
ACCEPTANCE OF THE GOODS
11.1 The Buyer shall be deemed to have accepted the Goods upon
Shipping.
11.2 After acceptance the
Buyer shall not be entitled to reject the Goods which are not in
accordance with the contract.
11.3 The Buyer may at its own cost arrange for an inspection of
the Goods prior to shipping.
12.
TITLE AND RISK
12.1 Title and ownership of the Goods shall pass to the Buyer
upon payment in full of the price of the Goods.
12.2 Risk shall pass on Payment
13.
REMEDIES OF THE BUYER
13.1 Where the Buyer is entitled to reject the Goods then the
Buyer shall have no further rights whatever in respect of the
supply to the Buyer of such Goods or the failure by the Seller
to supply Goods which conform to the Contract of Sale.
13.2 Where the Buyer accepts or has been deemed to have accepted
the Goods then the Seller shall subject to Clause 7 have no
liability whatever to the Buyer in respect of the Goods
13.3 The Delivery Date is given by the Seller in good faith but
is an estimate only and shall not be liable to the Buyer for
late delivery or short delivery of the Goods.
13.4 The Seller’s liability under these conditions shall be to
the exclusion of all other liability to the Buyer whether
contractual, tortuous or otherwise for defects in the Goods or
for any loss or damage to or caused by the Goods and all other
conditions, warranties, stipulations or other statements
whatsoever concerning the Goods whether express or implied by
statute, at common law or otherwise howsoever are hereby
excluded.
14. THIRD PARTY RIGHTS
The parties to this Contract do not intend that any term of this
Contract shall be enforceable by virtue of the Contracts (Rights
of Third Parties) Act 1999 by any person that is not a party to
it.
15. INTELLECTUAL PROPERTY
The specification and design of the Goods (including the
copyright, design right or other intellectual property in them)
shall as between the parties be the property of the Seller and
where any designs or specifications have been supplied by the
Buyer for manufacture by the Seller or to order of the Buyer,
then the Buyer warrants that the use of those designs or
specifications for the manufacture, processing, assembly or
supply of the goods shall not infringe the rights of any third
party.
David Salmon Fine Bespoke English Furniture
A Member of the McLaren Group of Companies
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