Terms and Conditions
In these Conditions the following expressions shall have the following meanings:-
"the Company" - means Artistic Blinds, PO BOX 333, BRISTOL BS15 0FL
"the Customer" - means the company or other body corporate or person or persons contracting with the Company for the sale of Goods under the Contract.
"the Contract" - means the contract made between the Company and the Customer for the sale of the Goods upon the terms set out herein.
"the Goods" - means the goods agreed to be sold by the Company to the Customer under the Contract.
1. GENERAL
1.01 - All quotations are given and all orders are accepted on these terms, which supercede any other terms appearing in the Company's price lists or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Company or the Customer whether in the order or in any negotiations, or in any course of dealing established between the Company and the Customer. All orders hereafter made by the Customer shall be deemed lo be made subject lo these lenms.
1.02 - The Customer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract and these tenms and those on the face hereof shall constitute the entire understanding between the Company and the Customer for the sale of the Goods under the Contract.
1.03 - No modification of these terms shall be effective unless made by an express written agreement between the Company and the Customer. The signing by the Company of any of the Customes documentation shall not imply any modification of these terms.
2. QUOTATIONS
2.01 - Quotations are subject to withdrawal at any time before acceptance by the Company of any unqualified order from the Customer and shall be deemed to be withdrawn unless so accepted within 7 days from their date.
3. THE GOODS
3.01 - All descriptions and illustrations contained in the Company's price lists and advertisements and all samples are intended merely to present a general idea of the Goods, and nothing contained in any of them shall form any part of the Contract,
4. THE PRICE
4.01 - Subject to the provisions of Clause 4.02 prices for the Goods shall be those set out in the Company's price current at the time of the Contract or as otherwise agreed in writing between the Company and the Customer.
4.02 - The Company reserves the right to increase the price of the Goods before delivery by an amount equivalent to any increase which may have arisen in the costto the Company of acquiring or delivering the Goods.
5. CANCELLATION
5.01 - The Customer may not cancel the Contract without the previous written consent of the Company which if given shall be deemed to be on the express condition that the Customer shall indemnify the Company against all loss, damage, claims or actions arising out of such cancellation.
6. PAYMENT
6.01 - Payment for the Goods or any part thereof shall be made not later than the 15th day of the calendar month following the month of the invoice.
6.02 - The Company reserves the right to issue interim invoices at anytime before delivery of all the Goods.
6.03 - Without prejudice to the right of the Company to payment in accordance with the terms of payment above, the Company at its discretion have the right to charge interest in respect of all or any outstanding sums from the due date for payment until payment in full (including all interest due) is received by the Company and shall be payable at the rate of 3 per cent per annum over the base lending rate for the time being of Lloyds Bank PLC and shall accrue from day to day.
6.04 - Where an interim invoice is issued, the failure by the Customer to pay such invoice in due time shall entitle the Company to treat such failure as a repudiation of the Contract and to recover damages for any breach of the Contract.
6.05 - lf the Company shall extend credit in respect of all or any of the Goods it shall be without prejudice to its right to refuse to give up possession of any part of the Goods except against payment.
6.06 - If payment is overdue in whole or in part then the whole of any amounts outstanding to the Company shall immediately become payable whether or not such monies would have been payable at that time butforthe provisions of this sub-clause.
7. DELIVERY
7.01 - All dates for delivery of the Goods or any part thereof are estimates only and the time for delivery shall not be of the essence of the Contract. The Company shall in no circumstances be liable to compensate the Customer in damages or otherwise for late delivery or non-delivery of the Goods or any part thereof for whatever reason for any loss, consequential or otherwise, arising therefrom.
7.02 - The Company may at its option cancel or suspend (or suspend and later cancel) the delivery of all or any of the Goods in the event of default by the Customer in making any payment due under the Contract or under any other contract between the Company and the Customer, or in the event that the Customer, being a natural person, shall die or become bankrupt, or, being a Company shall be deemed by virtue of Section 123 of the Insolvency Act 1986 to be unable to pay its debts, enter into liquidation or have a receiver appointed of its undertaking property or assets or any part thereof or in either case shall enter or offer to enter into any agreement or composition with his or its creditors or suffer the appointment or the presentation of a petition for the appointment of an Administrator, or in the event that anything similar or analogous to any of the foregoing shall occur under the laws of any jurisdiction in which the Customer is incorporated, resident or carries on business.
8. PASSING OF RISKAND PROPERTY
8.01 - Risk of loss of or damage to the Goods shall pass to the Customer at the time that the Goods are delivered by the Company to the Customer. Delivery of the Goods shall take place.
i) should the Contract include carriage of the Goods by the Company when the Goods are unloaded at the place for delivery agreed between the parties in the Contract, or
ii) in other cases, when the Goods are handed over to the Company's carrier.
8.02 - The property in the Goods shall not pass to the Customer until all monies due from the Customer to the Company under the Contract or otherwise have been paid, and until such payment the Customer shall hold the Goods as bailee for the Company and the following provisions of this Clause 8 shall apply.
8.03 - The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. The Company may sue for the whole of the price at anytime after it has become payable.
8.04 - Payments shall be applied to invoices in the order in which they were issued and to Goods in the order in which they are listed in invoices.
8.05 - In the event of any sale or other disposition of the Goods by the Customer, the Customer shall, subject to Clause 8.06 hold on trust for the Company the whole of the proceeds.
8.06 - The trust declared in Clause 8.05 shall be void if and to the extentlhat a trust in like terms arises by operation of law in favour of the Company.
8.07 - If the Customer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to an immediate return of all Goods supplied by the Company to the Customer in which the properly has not passed lo the Customer and the Customer hereby authorises the Company lo recover the Goods and lo enter any premises of the Customer for that purpose. Demand for or recovery of the Goods by the Company shall not in itself discharge the Customers liability to pay the whole of the price and take delivery of the Goods or the Company's right to sue for the whole of the price.
9. SPECIFICATION
9.01 - Where the Goods are supplied pursuant to or in connection with specifications supplied or approved by the Customer it is the responsibility of the Customer to ensure that all such specifications are accurate and the Company accepts no responsibility or liability thereof.
9.02 - It is the Customer's responsibility to satisfy itself as to the suitability of the Goods for its needs and the Company accepts no responsibility thereof.
9.03 - The Company makes no warranty, express or implied in connection with any technical advice or recommendations made by it to the Customer.
9.04 - It is the responsibility of the Customer to satisfy itself thatthe manufacture of the Goods will not infringe any intellectual property rights belonging to any third party and the Customer undertakes to keep the Company indemnified against all charges, penalties, damages, claims, costs and expenses for which the Company may become liable as a result of the manufacture of the Goods by the Company which involves such an infringement.
10. LIMITATION OF LIABILITY
10.01 - The Company may at its sole discretion reject or acquire any Goods or part thereof which may prove defective due lo defects in materials or its workmanship only provided that notice in writing of such
defect is given to the Company within five days.
10.02 - These terms set out the Company's entire liability in respect of the Goods and the Company's liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, tenms and liabilities express or implied statutory or otherwise in respect of the quality of the Goods otherwise howsoever except any implied by law or statute and which by law or statute cannot be excluded save as provided in these terms and except as aforesaid the Company shall not be under any liability, whether in contract to or otherwise, in respect of defects in the Goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or from any work done in connection therewith.
11. FORCEMAJEURE
11.01 - The Company shall be relieved of all liability otherwise arising under these conditions to the extent that it should be unable to carry out any of its obligations hereunder by reason of wars, strikes, lockouts, government controls or restrictions, non-availability of goods or personnel or any other cause whatsoever beyond the Company's control.
12. WAIVER
12.01 - The Customer hereby waives any and all existing and future claims and set-offs against any payment due hereunder and agrees to pay such payments regardless of any equity, set-off or cross claim the Customer may have against the Company.
13. FORBEARANCE
13.01 - No forbearance, indulgence, time or relaxation on the part of the Company granted to the Customer in respect of any of these terms and conditions shall in any way affect, diminish, restrict or prejudice
rights or powers of the Company hereunder or operate as or be deemed to be a waiver of any breach by the Customer of the Contract.
14. NOTICES
14.01 - Any notices given under or pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by telex. telegram or other means of telecommunication resulting in the receipt of a written communication in permanenlform and if so sent or transmitted lo the normal trading address if the party or such other address as the party may by notice to the other have substituted thereof shall be deemed validly and effectively given on the day when in the ordinary course of means of the transmission it would first be received by the addressee in normal business hours.
15. SEVERANCE
15.01 - In the event of any of the terms of the Contract being determined to be invalid, unlawful or unenforceable to any extent such terms or conditions should be severed from the body of the Contract and the remainder of the Contract shall continue to be valid and enforceable to the fullest extent permitted by law.
16. PROPER LAW
16.01 - The Contract shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England but the Company may enforce the
Contract in any court of competent jurisdiction.
17. DEFECTS
17.01 - If the seller is not notified in writing within 28 days of delivery the buyer shall be deemed to have examined and accepted the goods in good condition and free from any defects.