TERMS & CONDITIONS
1.(1) IN these Conditions the following expressions shall have the following meanings ”the Company” shall mean Arthouse Limited and also where the context so permits any sub-contractor for the said company.
(2) “Goods” shall mean the article or thing or any of them described in the contract between the Company and the Buyer for the sales or supply of goods.
(3) “the Buyer” shall mean the person, firm or company with whom any contract to sell Goods is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by any such person, firm or company whose actions are subsequently to the contract ratified by the actual buyer.
(4) “Company Premises” shall mean the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned shall mean the Company’s relevant warehouse.
2.THESE conditions shall be deemed to be incorporated in all contracts of the Company to sell Goods and in the case of any inconsistency with any letter or quotation incorporating or referring to these conditions or any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provision of these conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the company under the contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.
- (1) THE price payable for Goods shall unless otherwise stated by the Company in writing and agreed on its behalf be the list price of the Company current at the date of despatch and in the case of an order for delivery by instalments the price payable for each instalment shall be the list price of the Company current at the date of despatch of such instalment unless otherwise expressly stated to be firm for a period.
(2) Unless otherwise expressly stated to be firm for a period the Company’s prices are subject to variation to take account of variations in wages, materials or other costs since the date of the order. The Company accordingly reserves the rights to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original contract price.
4.THE Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyers instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, agents or employees.
5.THE Buyer shall indemnify the Company against all costs, claims and damages incurred or threatened arising out of any alleged infringement of patents, trademarks or copyrights occasioned by the manufacture or sale of the Goods made to the specifications or special requirements of the buyer.
TERMS OF PAYMENT
6.(1) PAYMENT shall be in accordance with the standard terms of payment of the Company in the United Kingdom applicable from time to time and will unless otherwise stated be due in cash no later than 30 days at end of month.
(2) If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non-delivery of other instalments or other default on the part of the Company.
(3) If upon the terms applicable to any order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.
(4) The price of the Goods shall be due in full to the Company in accordance with the terms of the contract and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim.
(5) The time of payment shall be of the essence of the contract.
(6) Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the then current base rate of National Westminster Bank Plc on overdue payments of the price of the Goods or the price of any instalments thereof.
(7) The Buyer must accept their own bank charges when remitting payments and these must not be deducted from the payment received by the Company. Therefore, the Buyer suffers its own bank charges and the Company suffers its own bank charges.
7.(1) THE period for delivery shall be the period within which the Goods are intended to be despatched from the Company’s Premises and shall be calculated from the time of the receipt by the Company of the Buyer’s order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period.(2) All times and dates given for delivery of the Goods are given in good faith but without responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for delay whether or not beyond the Company’s reasonable control unless otherwise expressly agreed in writing at the date at or before the date of the order in which case the Company’s liability shall be limited to such liquidated damages as may specifically be agreed at or before that date.
(2) All times and dates given for delivery of the Goods are given in good faith but without responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for delay whether or not beyond the Company’s reasonable control unless otherwise expressly agreed in writing at the date at or before the date of the order in which case the Company’s liability shall be limited to such liquidated damages as may specifically be agreed at or before that date.(3) Where the goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purposes of the sections 44, 45 and 46 of the Sales and Goods Act 1979 but for all other purposes such carrier shall be deemed to be the agent of the buyer.
(3) Where the goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purposes of the sections 44, 45 and 46 of the Sales and Goods Act 1979 but for all other purposes such carrier shall be deemed to be the agent of the buyer.(4) Where the Goods are sold F.O.B. the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in Section 32(3) of The Sales of Goods Act 1979.
(4) Where the Goods are sold F.O.B. the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in Section 32(3) of The Sales of Goods Act 1979.(5) No liability for non-delivery, partial loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery, partial loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods.)
(5) No liability for non-delivery, partial loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery, partial loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods.)Notification within 10 days of delivery for
Notification within 10 days of delivery for partial loss, damage or non-compliance with the contract or within 15 days of the date of the invoice for non-delivery.(6) In the event of a claim against the Company for non-delivery, partial loss, damage or non-compliance with the contract due to the acts or omissions of the Company the Company undertakes at its option either to re-process or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, partial loss, damage or non-compliance. The company shall have no liability for the acts or omissions of the carrier whatsoever.
(6) In the event of a claim against the Company for non-delivery, partial loss, damage or non-compliance with the contract due to the acts or omissions of the Company the Company undertakes at its option either to re-process or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, partial loss, damage or non-compliance. The company shall have no liability for the acts or omissions of the carrier whatsoever.
(7) If the Buyer shall fail to give notice in accordance with condition 7(5) above the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.
(8) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof.
(9) The Buyer shall be obliged to accept delivery at any time before the contract is determined or instalment cancelled.
(10) The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide and any express provision as to instalments in the contract shall be in addition to and not in derogation of this right.
- GOODS supplied in accordance with the contract cannot be returned without the prior written permission of the Company. Duly authorised returns shall be sent to the Company’s Premises at the Buyer’s expense.
- PRICES are exclusive of carriage and insurance to the Buyer’s premises unless otherwise stated.
PASSING OF TITLE AND RISK
- (1) FROM the time of despatch the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance as if it were the owner but unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments due under the contract for the Goods and all other contracts for the supply of goods by the Company to the Buyer have been made in full and unconditionally or until resale of the Goods by the Buyer bona fide in the ordinary course of its business and at full market price and the Buyer shall sell as principal only. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other Goods in its possession as bailee for the Company.
(2) In the event of failure to pay the price in accordance with the contractual obligations of the Company, the Company shall have power to re-sell the goods after reasonable notice, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may enter upon any premises or land occupied or owned by the Buyer to remove the Goods.
(3) Pending payment of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident fire, theft and other risks usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.
CONDITIONS AND WARRANTIES
- (1) EVERY description or specification of the Goods is given in good faith based on average results of standard tests but any conditions or warranties express or implied that the Goods shall correspond with such description or specification are hereby expressly negated and the use of any such description or specification shall not constitute a sale by description.
(2) Any conditions or warranties (whether express or implied by statute, common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality or fitness of the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company are hereby expressly negated.
(3) Not withstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or results of standard tests upon a sample furnished to the Buyer it is hereby declared that such sample was so exhibited and inspected or tested solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The buyer shall take the Goods at its own risk and the Company reserves the right to 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.
(4) Without prejudice to the foregoing provisions of this condition the Buyer expressly accepts that colour matching of Goods may vary between different production runs and such reasonable variations shall not entitle the Buyer to reject any Goods or to claim any damages or compensation whatsoever in respect thereof.
12.(1) IN substitution for all rights which the Buyer would or might have had but for these conditions the Company undertakes at its discretion either to credit to the Buyer in full the price paid by the Buyer to the Company for or supply free of charge at the place of delivery specified by the Buyer for the original Goods a replacement of any item of the Goods if manufactured or processed by the Company in which a serious defect in materials or workmanship appears within three months of delivery provided that in any case the Goods have been accepted and paid for.(2) In the case of Goods not of the Company’s manufacture the Company will pass on to the Buyer any benefits obtainable under
(2) In the case of Goods not of the Company’s manufacture the Company will pass on to the Buyer any benefits obtainable under warranty given by the Company’s supplier provided that the Goods have been accepted and paid for.(3) In order to exercise its right under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage paid to the Company premises.
(3) In order to exercise its right under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage paid to the Company premises.
(4) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts omissions negligence or default of the Buyer, its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods.
(5) Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
(6) Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from it is negligence.
13.THE Company shall not be liable for imperfect work caused by any inaccuracies in any drawing bills of quantities or specifications supplied by the Buyer.
14.THE Company shall not be liable for any costs, claims or damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
DEFAULT OR INSOLVENCY OF BUYER
15.IF the Buyer shall fail to accept the goods or any instalment or part instalment thereof or shall fail to pay any sum due to the Company at the prior time or make default in or commit any breach of any other obligation or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangements or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented or (if the Buyer is a Company) if any resolution or Petition to wind up such company shall be passed or presented or if a Receiver of the whole or any part of such company’s undertaking property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied.
LIMITATION OF LIABILITY
- (1) THE liability of the Company to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods.
(2) No claim will be allowed for more than one roll after wallcovering has been cut and hung.
- NO statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge vary or override in any way any of these conditions
18.THE Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lockouts, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source supply.
19.SAVE as provided in Conditions 15 & 18 hereof contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
20.THE Company may assign the contract with the Buyer or subcontract the whole or any part thereof to any person firm or company.
21.THE headings in these conditions are intended for reference only and shall not affect their construction.
22.THE contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Court.