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HALLS FURNISHINGS LTD
Terms and Conditions of Sale (Business to Business – Project Installations)
1 Definitions and Interpretation
1.1 In these Conditions, the following words and expressions shall have the following meanings:
Anticipated Installation End Date means the anticipated end date for the installation of the Goods, as specified in the Contract Details (as may be revised in accordance with the Contract);
Anticipated Installation Start Date means the anticipated start date for the installation of the Goods, as specified in the Contract Details (as may be revised in accordance with the Contract);
Client means the client identified in the Contract Details;
Conditions means these terms and conditions as amended from time to time in accordance with condition 3.1;
Contract means the contract between the Supplier and the Client for the supply and purchase of Goods in accordance with the documents referred to in condition 2.1;
Contract Date means the date of the Contract as set out in the Contract Details;
Contract Details means the Contract Details section set out at the front of the Contract;
Deliverables means all designs, drawings, images, plans and other works created, generated, discovered, acquired and/or developed by or on behalf of the Supplier in connection with the supply of the Goods;
Goods means the goods agreed in the Contract to be supplied to the Client by the Supplier (including any part or parts of them), as set out in the Contract Details;
Installation Schedule means the installation schedule referred to in the Contract Details (as may be revised in accordance with the Contract);
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Lead Times means the minimum lead times required for delivery of Goods, as set out in the Contract Details, which shall be calculated from the Contract Date or, if later, the date of receipt by the Supplier of payment in cleared funds of any agreed deposit for the Goods;
Price means the price of the Goods, as set out in the Contract Details;
Product Code means the product code allocated to the Goods by the Supplier, identifying the type of Goods;
Programme of Works means the programme of works schedule referred to in the Contract Details (as may be revised in accordance with the Contract);
Request for Information means the request for information form attached at Schedule B;
Site means the site identified in the Contract Details;
Site Hours means thehours during which the Site will be accessible for deliveries and installations, as set out in the Contract Details;
Site Survey means the site survey referred to in the Contract Details;
Specification means the specification for the Goods, as set out in the Contract Details;
Supplier means Halls Furnishings Ltd, as identified in the Contract Details;
Variation means a reasonable variation to the Specification, the location of the Goods within the Site, or the Anticipated Installation Start Date, the Anticipated Installation End Date or the Installation Schedule;
Variation Order means the written record of any Variation agreed or to be agreed by the parties pursuant to clause 3, in the form set out in Schedule A;
Working Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2 A reference to a Schedule is to a Schedule of the Contract.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Where the context requires, words in the singular include the plural and vice versa and any gender includes the other gender.
1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6 Headings are for convenience only and do not affect the interpretation of these Conditions.
2 Basis of Contract
2.1 The Contract consists of the documents set out in paragraph 1 of the front page of the Contract. No other terms and conditions, including terms and conditions endorsed on, delivered with or referred to in such documents, shall form part of the Contract.
2.2 The Contract is for the supply and purchase of all of the Goods. Once the Contract is entered into, the Client shall have no right to cancel, return, amend the Specification or reduce the volume of Goods to be supplied, except in accordance with an agreed Variation Order pursuant to clause 3 or any other provisions of the Contract.
3.1 Either party may from time to time submit a written request for a Variation to the other party in accordance with this clause 3.
If the Client requests a Variation: (a) the Client will submit a written request to the Supplier containing as much information as is necessary to enable the Supplier to prepare a Variation Order; and (b) within three Working Days of receipt of a request, the Supplier will acknowledge receipt of the request and as soon as reasonably practicable thereafter the Supplier will either, send to the Client a Variation Order or notify the Client of its decision to decline the Variation.
If the Supplier requests a Variation, it will send to the Client a Variation Order and the Client shall within three Working Days of receipt of the Variation Order either accept or decline the Variation.
No Variation shall be binding unless a Variation Order has been signed by the authorised representatives of both parties. For this purpose, the authorised representatives are the individuals identified in the Contract Details. If no individuals are identified in the Contract Details the Supplier shall be entitled to accept and act upon, and the Client shall be bound by, a Variation Order signed by any person who the Supplier reasonably considers to be an authorised representative of the Client for this purpose. A Variation Order signed by the Client and by the Supplier shall constitute an amendment to the Contract.
3.2 Any Variation to the Anticipated Installation Start Date and / or Anticipated Installation End Date shall allow for the Lead Times. Any Variation to the Installation Schedule shall take account of the timescales required to change any deliveries as set out in clause 4.3. The Client shall notify the Supplier in writing as soon as reasonably possible upon becoming aware of any circumstances which will or are likely to result in a deferment of the Anticipated Start Date.
3.3 Any Variation Order shall be subject to the parties agreeing any consequential change in the Price and the Installation Schedule. Any Variations to the Price shall either be a sum agreed between the parties or, in the absence of such agreement, shall be determined in accordance with the rates set out in the Contract Details or the Schedule of prices or, if no such rates are set out, shall be such sum as in all the circumstances is fair and reasonable. Where the Variation is requested by the Client, the Variation to the Price shall also take into account any direct loss and/or expense incurred by the Supplier due to the regular progress of the installation of the Goods being affected by any compliance with the Variation Order.
3.4 Where the parties agree to defer the Anticipated Installation Start Date, the Client shall be liable for any related costs, including warehousing and insurance costs, beyond the first 28 days of deferment.
3.5 Where, at the Client’s request, the parties agree a deferment of the Anticipated Installation Start Date, the Anticipated Installation End Date or the Installation Schedule by more than three months, the Supplier shall be entitled to payment as if delivery and installation of the Goods had been completed in accordance with the original Installation Schedule and the Supplier shall issue a vesting certificate substantially in the form set out in Schedule C.
4 Delivery of Goods
4.1 The Supplier shall use reasonable endeavours to deliver the Goods in accordance with the Installation Schedule, provided that the Installation Schedule allows for the Lead Times, but time for delivery shall not be of the essence in the Contract. Delivery shall be completed when the Goods are unloaded at the Site.
4.2 Unless otherwise agreed in writing by the Supplier, delivery of the Goods shall take place at the Site during Site Hours and during the Supplier’s standard business hours (Monday to Friday 09:00 to 18:00).
4.3 The Supplier will notify the Client’s Site Manager of all the Supplier’s deliveries that are being booked in to arrive at the Site. The Client must give the Supplier a minimum of three Working Days’ notice to cancel, change or book in a delivery at the Site. If the notice is not given before 1pm on a Working Day, it will be deemed to have been given on the following Working Day. If, exceptionally, the Supplier agrees to accept less than three Working Days’ notice, additional charges may apply.
4.4 Each delivery of the Goods will be accompanied by a delivery note which shows relevant Customer and Supplier references, and the type and quantity of the Goods.
4.5 The Client shall ensure that the set down and unloading area at the Site is within 40m of the access point to the building in which the Goods are to be installed.
4.6 The Client shall ensure that an authorised individual is available on Site to accept delivery of the Goods and to provide instructions, directions and access relating to the building and location at which they are to be installed.
4.7 If any Goods listed on the delivery note are missing, the Client’s representative shall inform the Supplier by noon on the day following delivery, by providing a copy of the delivery note to the Supplier with the missing items marked. The Client acknowledges that by not informing the Supplier of any missing goods in this way within the said timescale, the Goods specified on the delivery note shall be deemed to have been delivered, unless the Client can provide conclusive evidence proving the contrary.
4.8 If for any reason the Client fails to accept delivery of any of the Goods when they are ready for delivery in accordance with the Contract, or the Supplier is unable to deliver or install the Goods on time because the Client has failed to comply with any of its obligations under the Contract (including, but not limited to, those in this condition or condition 8 (Client’s Obligations)) or if delivery and/or installation is otherwise hindered or delayed or cannot be made as a result of any reason not attributable to the Supplier (including where the Client has requested a Variation but failed to sign the Variation Order):
(a) the Supplier may store the Goods until delivery; the Client shall be liable for all related costs and expenses (including, without limitation, warehousing costs and insurance), save that the Supplier will bear the costs of storage and insurance for the first 28 days from the original agreed delivery date. For the avoidance of doubt, where the delivery date has been extended by a Variation Order, the Client shall be liable for all costs of storage and insurance for any period beyond the first 28 days from the original (pre-Variation Order) delivery date;
(b) the Client may also become liable for the Supplier’s reasonable costs incurred in relation to any further attempt to deliver and/or install (including, without limitation, out of hours charges); and
(c) the Supplier shall be entitled to receive payment of any outstanding balance of the Price as if delivery and installation of the Goods had been completed at the time of attempted delivery.
(d) if the resulting delay to the Anticipated Installation Start Date, the Anticipated Installation End Date or the Installation Schedule is more than three months, the Supplier shall be entitled to payment as if delivery and installation of the Goods had been completed in accordance with the original Installation Schedule and the Supplier shall issue a vesting certificate substantially in the form set out in Schedule C.
4.9 The Supplier shall ensure that all packaging and other materials brought to the Site by the Supplier in respect of the supply of Goods shall be removed from the Site in a timely manner upon completion of installation of the Goods.
4.10 The Supplier shall ensure that, while at the Site in connection with the supply, delivery, assembly or installation of Goods under a Contract, the Supplier’s employees and subcontractors shall adhere to the Site health and safety policies as notified to the Supplier or otherwise brought to the notice of the Supplier or such persons.
4.11 The Client shall, within 7 days of the delivery of the Goods, notify the Supplier of any defect by reason of which the Client alleges that the Goods delivered are not in accordance with the Specification and which should be apparent on reasonable inspection, and/or that the delivery has resulted in damage to the Goods and, if required, shall provide the Supplier with a reasonable opportunity to inspect such Goods and the Supplier shall, at its option, either repair the Goods or deliver to the Client goods of equivalent or better quality than the Goods which in all material respects correspond with the Specification of the Goods in terms of design, colour and material used. If the Supplier complies with this condition 4.11, it shall be deemed to have delivered the Goods in accordance with the Contract and shall have no further liability in relation to such Goods, save for any liability under condition 6.4. In any event, the Supplier shall not be liable for any defects in or damage to the Goods unless it has had a reasonable opportunity to inspect and make good such defects or damage.
4.12 If the Client fails to give notice under condition 4.11 then, except in respect of any defect that is not one which should be apparent on reasonable inspection, the Goods shall be deemed conclusively to be in all respects compliant with the Specification and accepted by the Client.
4.13 The Client shall, within 7 days of the delivery or removal of the Goods, notify the Supplier of any damage to possessions or premises which has allegedly been caused in the delivery, assembly, installation or removal of the Goods, including a description of such damage and shall provide the Supplier with photographs of the alleged damage upon request and/or a reasonable opportunity to inspect such alleged damage and give the Supplier opportunity to repair the damage. If the Client fails to give the Supplier notice under condition 4.13, the Supplier shall not be responsible for any damage to possessions or premises allegedly caused in the delivery, assembly, installation or removal of the Goods. In any event, the Supplier shall not be liable for any minor damage such as scratches or scuffs or for any unavoidable damage such as holes drilled in walls to attach furniture or accessories, caused to possessions or premises during delivery, assembly, installation or removal of the Goods, nor shall the Supplier be liable for any damage unless it has been provided with satisfactory photographic evidence (where requested) of the alleged damage and/or had a reasonable opportunity to inspect and make good such damage. The Supplier shall not be liable for any damage caused where the installation or removal of the Goods has been carried out by the Client or its other contractors.
4.14 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.15 Each instalment shall be a separate Contract and failure by the Supplier to deliver any one or more of the instalments in accordance with the Contract, or any claim by the Client relating to an instalment, shall not entitle the Client to repudiate or cancel any other Contract or instalment.
4.16 Without prejudice to condition 4.7, if any expected delivery of Goods is not made on the agreed delivery date, the Client shall give written notice to the Supplier of the non-delivery within 2 Working Days of the expected delivery date and any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods, within a reasonable time, with goods of equivalent or better quality than the Goods which in all material respects correspond with the description of the Goods in terms of design, colour and material used. If the Supplier complies with this clause 4.16, it shall be deemed to have delivered the Goods in accordance with the Contract and shall have no further liability in relation to such Goods other than under clause 6.4.
5 Extension of time
5.1 If the Supplier is delayed in delivering or installing the Goods in accordance with the Installation Schedule as a result of any Variation pursuant to condition 3, any act or omission on the part of the Client, or any circumstances beyond the reasonable control of the Supplier, the Supplier shall notify the Client in writing and the Client shall grant such extension of the time for performance as is reasonable.
6 Quality of Goods
6.1 The Supplier warrants that the Goods sold to the Client shall comply in all material respects with the Specification (unless otherwise agreed by the parties in writing).
6.2 The Supplier reserves the right to make any changes in the Specification which are required to conform with any applicable statutory or EU specification.
6.3 The Client acknowledges that it is the Client’s responsibility:
(a) to ensure that the Goods will be fit for the purpose for which the Goods are intended;
(b) to undertake PAT testing of any electrical Goods; and
(c) unless expressly stated otherwise in the Contract, to ensure that any pipes, electrics or other connections to which the Goods are connected are fit for purpose and suitable for connection to the Goods and in good working order.
6.4 Subject to the remaining provisions of this clause 6, if within a period of 12 months from delivery (Warranty Period) any of the delivered Goods are proved to the reasonable satisfaction of the Supplier not to comply with the Specification due to defects in materials, workmanship or composition, the Supplier at its option will:
(a) replace, free of charge, such Goods with Goods which conform in all material respects with the Specification;
(b) refund any part of the Price of such Goods that has been paid by the Client; or
(c) agree a reduced Price for such Goods.
6.5 The Supplier’s obligation under condition 6.4 will not apply where:
(a) the Goods are electrical goods which are subject to a manufacturer’s warranty or guarantee, in which case the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer;
(b) the Client makes any further use of such Goods after notifying the Supplier of the defect;
(c) the defect arises as a result of the Supplier following any specification, plan, drawing, design, site survey, risk assessment or method statement supplied by the Client, including where this is part of the Specification;
(d) the Goods are assembled or re-assembled other than by the Supplier;
(e) the Goods have been subject to misuse (including any kind of use inconsistent with the Specification or the Supplier’s or manufacturer’s instructions);
(f) the Goods have been altered or repaired other than with the express written consent of the Supplier;
(g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
(h) any instructions for storage, care or maintenance of the Goods have not been complied with in all material respects; or
(i) the defect arises as a result of wilful damage or negligence.
(j) the Goods are moved from the original delivery location, including removal to another room or unit within the same development, other than by the Supplier.
6.6 The remedies available to the Client under condition 6.4 are subject to:
(a) the Client notifying the Supplier in writing of any defect within 7 days of the date on which it did, or ought reasonably have, come to the Client’s attention, and in any event within the Warranty Period;
(b) the Client, if required by the Supplier, providing the Supplier with a reasonable opportunity to inspect the Goods which the Client claims are defective; and
(c) the Client making any defective Goods available for collection by the Supplier or otherwise disposing of the defective Goods in accordance with the Supplier’s written instructions where a replacement is to be provided.
6.7 If the Supplier complies with condition 6.4 it shall have no further liability for breach of the warranty in condition 6.1 in respect of such Goods. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under condition 6.4(a).
6.8 Any defective Goods that have been replaced will belong to the Supplier.
7 Risk and Title
7.1 The Goods are at the risk of the Client from the time of delivery.
7.2 Except where the Contract expressly provides otherwise, ownership of the Goods shall not pass to the Client until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account.
7.3 Until ownership of the Goods has passed to the Client, the Client shall:
(a) keep the Goods insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier, and on request the Client shall produce the policy of insurance to the Supplier;
(b) notify the Supplier immediately if it becomes subject to any of the events set out in conditions 12.1(c) or 12.1(d); and
(c) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to condition 7.5, the Customer may use or resell the Goods before ownership would otherwise have passed to it under condition 7.2, solely on the following conditions:
(a) any use or sale shall be effected in the ordinary course of the Client’s business; and
(b) the Client shall deal as principal (and not as the Supplier’s agent) when making such a sale.
7.5 The Client’s right to possession of the Goods shall terminate immediately:
(a) on the occurrence of any of the events set out at conditions 12.1(c) and 12.1(d); or
(b) if the Client encumbers or in any way charges any of the Goods.
7.6 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
7.7 The Supplier may at any time require the Client to deliver up the Goods to the Supplier and, if the Client fails to do so promptly, the Supplier, its agents and employees may enter any premises of the Client or a third party where the Goods are or may be stored in order to inspect them, or, where the Client’s right to possession has terminated, to recover them.
7.8 On termination of the Contract, howsoever caused, the Supplier’s (but not the Client’s) rights contained in this condition 7 shall remain in effect.
8 Client’s Obligations
8.1 The Client shall:
(a) ensure that the terms of the Specification are complete and accurate;
(b) provide the Supplier, its employees, agents, consultants and subcontractors, with clear and unobstructed access to the set down and unloading area, to the building access point and to the installation location at the Site and to any other facilities as reasonably required by the Supplier to deliver, assemble and install the Goods and shall provide the Supplier in advance with information relating to any specific requirements or restrictions that may prevent the Supplier from accessing such parts of the Site or facilities for such purposes;
(c) prepare the set down and unloading area, the building access point and the installation location at the Site so that they are safe and suitable for the delivery, assembly and installation of the Goods and co-operate with the Supplier in all matters relating to the delivery, assembly and installation of the Goods;
(d) be responsible for checking the accuracy of the Site Survey and for ensuring that the conditions at the Site (including any dimensions), at the time of delivery and installation, are materially the same as the conditions identified in the Site Survey;
(e) be responsible for PAT testing of any electrical Goods and for ensuring that any pipes, electrics or other connections to which the Goods are connected are fit for purpose and suitable for connection to the Goods and in good working order in accordance with clause 6.3;
(f) provide the Supplier, its employees, agents, consultants and subcontractors, at the Client’s cost, with exclusive use of a mechanical means of vertical distribution (such as a lift or hoist) at the Site throughout each installation of Goods;
(g) ensure that an authorised representative is, within 24 hours of a written request from the Supplier, available at the Site to sign off each completed stage of the installation of the Goods;
(h) provide the Supplier with such information and materials as the Supplier may reasonably require to comply with its obligations under the Contract, and ensure that such information is accurate in all material respects. If requested by the Supplier the Client shall provide such information by completing a Request For Information; and
(i) obtain and maintain all necessary licences, permissions and consents which may be required for the delivery, assembly and/or installation of the Goods before the date on which the Goods are due to be delivered.
9 Price and Payment
9.1 Unless otherwise specified by the Supplier, the Price of the Goods shall be:
(a) exclusive of delivery to the Site, assembly and installation at the Site, and subject to any additional storage, delivery and installation costs which the Supplier is entitled to charge under the terms of the Contract; and
(b) exclusive of all taxes and duties including, without limitation, value added tax, which (if applicable) shall be payable by the Client subject to receipt of a valid VAT invoice.
9.2 Where delivery to the Site and / or installation at the Site have been specified, the Price shall be based on a floor by floor installation schedule unless otherwise agreed in writing by the Supplier.
9.3 Where ‘delivery only’ or ‘drop to site’ has been specified this shall not include offloading; it shall be the Client’s responsibility to provide labour to offload the Goods within two hours from the arrival of the Goods delivery. The Supplier reserves the right to charge costs if offloading exceeds two hours and / or the Client fails to provide the necessary labour.
9.4 The Supplier reserves the right to increase the Price if any extra cost is incurred by the Supplier as a result of the inaccuracy or incompleteness of any instructions or information issued by the Client, or as a result of any failure or delay by the Client in supplying any information, drawings, specifications or access required to enable the Supplier to proceed with the Contract or any failure by the Client to comply with its obligations under condition 8.
9.5 The Supplier may invoice the Client for the Price of the Goods in accordance with the invoicing and payment terms set out in the Contract Details.
9.6 Subject to condition 9.8, and unless agreed otherwise in writing, the Client shall pay to the Supplier the Price in pounds sterling in accordance with the payment terms stated in the Contract Details.
9.7 Any part of the Price which is due upon execution of the Contract shall constitute a deposit which is non-refundable except in circumstances where the Contract is terminated by the Client pursuant to condition 12.1.
9.8 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
9.9 The Client shall make all payments due under the Contract in full, in cleared funds, without any set-off, counterclaim, discount, abatement, deduction or withholding (except for any deduction or withholding required by law).
9.10 The Supplier is provided with credit insurance by Euler Hermes, the world’s largest credit insurance, to protect against unpaid invoices and provide debt collection services. As part of this policy service, the Supplier is required to report any overdue invoices that remain outstanding to Euler Hermes who may then contact the Client directly to instigate and perform debt recovery. The Client agrees toindemnify the Supplier in full and hold the Supplier harmless from all expenses and liabilities that may be incurred (directly or indirectly including financing costs, including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due) following any breach by the Client of any of their obligations under these terms.
9.11 If the Client fails to pay the Supplier any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
10 Intellectual Property
10.1 It is agreed and acknowledged that all right, title and interest (including all Intellectual Property Rights) subsisting in any Deliverables shall at all times (as between the parties) be and remain solely owned by the Supplier. The Client shall be entitled to utilise the same solely in connection with the specific project in respect of which the Goods are supplied. This clause 10.1 shall not operate to transfer any Intellectual Property Rights subsisting in materials provided by the Client.
10.2 The Client acknowledges that no right or licence to use any of the Intellectual Property Rights in or arising out of or in connection with the supply of the Goods is granted to the Client, except to the extent set out in clause 10.1.
10.3 The Client acknowledges that any Deliverables produced by the Supplier are produced solely for the benefit of and on the instructions of the Client, and not for the benefit of any party other than the Client and the Client shall not sub-license, assign or otherwise transfer the rights granted by this clause 10.
10.4 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of supplying the Goods and any ancillary services to the Client.
10.5 Without prejudice to the generality of the other provisions of this clause 10, the Client shall not use the Supplier’s name, logo or any other identification marks for the purpose of advertising or publicity without the prior written consent of the Supplier.
11 Limitation of Liability
11.1 The Supplier does not attempt to exclude any liability:
(a) for breach of the Supplier’s obligations arising under section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(b) for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(c) for defects in products under section 2(3) of the Consumer Protection Act 1987;
(d) for fraud or fraudulent misrepresentation;
(e) for personal injury or death resulting from the Supplier’s negligence; or
(f) in respect of any matter for which it would be illegal for the Supplier to exclude or to attempt to exclude its liability.
11.2 The limitations of liability set out in this condition 11 set out the Supplier’s entire liability, (howsoever caused, even if it results from the Supplier’s negligence or breach of statutory duty) including, but without limitation, liability which arises out of or in connection with:
(a) any of the Goods;
(b) the manufacture, sale or supply, or failure or delay in supply, of the Goods by the Supplier or on the part of the Supplier’s employees, agents or sub-contractors;
(c) the delivery, assembly, installation or removal of the Goods;
(d) any breach by the Supplier of any of the express or implied terms of these Conditions or the Contract;
(e) any use made or resale by the Client of any of the Goods, or of any products incorporating any of the Goods; or
(f) any statement made or not made, or advice given or not given, by or on behalf of the Supplier.
11.3 The Supplier shall not be liable to the Client for any:
(a) loss of profit;
(b) loss of anticipated profit;
(c) loss of business;
(d) loss of contract;
(e) economic loss;
(f) overhead recovery;
(g) anticipated savings;
(h) loss of data;
(i) loss of production;
(j) depletion of goodwill;
(k) product recall; or
(l) special, indirect or consequential loss or damage, or otherwise for any costs, expenses or other claims for consequential, compensation whatsoever.
11.4 Subject to condition 11.1, the Supplier’s total aggregate liability under or in connection with the Contract shall be limited to the Price the Supplier has received under the Contract in respect of the defective Goods.
11.5 Except as otherwise provided in these Conditions, all warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
12.1 Either party shall be entitled to terminate the Contract immediately by giving notice in writing to the other party upon the occurrence of any of the following:
(a) the other party being in material breach of any of these Conditions and such breach not being capable of remedy;
(b) the other party being in material breach of any of these Conditions and failing to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied;
(c) the other party has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given, or a resolution is passed or a petition presented to any court for the winding-up of the other party or for the granting of an administration order in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party;
(d) the other party suffers the equivalent of any similar or analogous event in (c) above in any jurisdiction.
12.2 Without prejudice to any of its other rights or remedies, the Supplier shall have the right to terminate the Contract immediately by giving notice in writing to the Client, without any liability to the Client if:
(a) in the reasonable opinion of the Supplier after an inspection into the Client’s financial or trade status or in light of any report considered by the Supplier, the Supplier at its absolute sole discretion deems that the Client may not be able to pay the Price; or
(b) a separate entity acquires Control of the Client, or the Client is merged with a separate entity. “Control” for the purposes of these Conditions and the Contract shall mean where an entity has 50% or more of the shares or stocks in the Client or is able to direct the Client’s affairs and/or control the composition of the Client’s board of directors or equivalent body.
12.3 Without prejudice to any of its other rights or remedies, the Supplier shall have the right to suspend any further deliveries under the Contract without any liability to the Client if:
(a) the Client fails to pay the Price or any amount due under the Contract or any other contract between the parties; or
(b) in the reasonable opinion of the Supplier after an inspection into the Client’s financial or trade status or in light of any report considered by the Supplier, the Supplier at its absolute sole discretion deems that the Client may not be able to pay the Price; or
(c) a separate entity acquires Control of the Client, or the Client is merged with a separate entity. “Control” for the purposes of these Conditions and the Contract shall mean where an entity has 50% or more of the shares or stocks in the Client or is able to direct the Client’s affairs and/or control the composition of the Client’s board of directors or equivalent body.
12.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
12.5 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
13.1 Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the other party (not to be unreasonably withheld or delayed).
14 Force Majeure
14.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods to be supplied to the Client (without being in breach of contract and without liability to the Client) if it is prevented from or delayed in the performance of any of its obligations under the Contract due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days, the Client shall be entitled to give notice in writing to the Supplier to terminate the Contract.
15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by condition 15.2(b). For the purposes of this condition, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
15.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this condition 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16 Dispute Resolution
16.1 Any dispute arising out of these Conditions or the Contract must first be referred to a senior executive of each party and they or their nominees shall meet in good faith in order to try to resolve the dispute.
16.2 If the dispute is not resolved by the meeting between senior executives detailed at condition 16.1, either party may (at such meeting or within 14 calendar days of its conclusion) refer the dispute to a mediator to be appointed by agreement between the parties. If the parties fail to make such appointment within 7 days of the referral to the senior executives, either party may ask CEDR to appoint a mediator.
16.3 If either party refuses at any time to participate in the mediation procedure set out at condition 16.2, and in any event, if the dispute is not resolved within 30 days of the appointment of the mediator, then either party may apply to the Courts for resolution of the relevant dispute in accordance with condition 18.9.
17.1 Notices under the Contract shall be in writing and served by personal delivery or by pre-paid recorded delivery to such address as is last notified in writing by the parties.
17.2 Notices shall be deemed to be served:
(a) on delivery where delivered personally; or
(b) two days after mailing if sent by pre-paid recorded delivery.
18.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.3 Failure or delay by a party 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.
18.4 Subject to condition 3, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.5 Any waiver by a party of any breach of, or any default under, any provision of the Contract by the other party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.6 Nothing in the Contract or these Conditions shall be construed as creating a partnership between the parties.
18.7 The parties do not intend that any term of the 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.
18.8 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.9 Subject to condition 16, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
HALLS FURNISHINGS LTD
Our Terms and Conditions for Retail Customers
Loft Interiors is a trading name of Halls Furnishings Ltd (“We/Our/Us”). Halls Furnishings Ltd is a company registered in England and Wales with company number 05070872 whose registered office is at Venture House, 227 Ayres Road, Old Trafford, Manchester, M16 0NL. Our main trading address is 227 Ayres Road, Old Trafford, Manchester. M16 0WQ. Our VAT registration number is 834185719.
These Terms apply to all transactions for the sale of goods and/or services to you through Our website, by email, over the telephone, by fax or at our retail stores. Please remember that these Terms do not affect your statutory rights.
We may change these Terms at any time in accordance with Condition 3 below. The revised Terms will be posted on Our website at www.loft-interiors.co.uk [and will be available in our retail stores on request]. These terms were most recently updated on September 25 2014.
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Event Outside Our Control: is defined in Condition 12.2;
(b) Goods: the goods that We are selling to you as set out in the Order and as accepted by Us;
(c) Order: your order for the Goods and/or Services whether placed via Our website, by email, by telephone, by fax or at our retail stores;
(d) Services: the services (if any) that We are providing to you as set out in the Order and as accepted by Us;
(e) Terms: the terms and conditions set out in this document; and
(f) We/Our/Us: Halls Furnishings Ltd, whose details are set out at the top of these Terms.
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2 Our Contract with You
2.1 These are the terms and conditions on which We supply Goods and/or Services to you. Please see the how to order section on Our website for information on how to place an Order. For online purchases, you will have an opportunity to check and change items in your Order up until the point at which you submit your Order by confirming the transaction at the checkout.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order are complete and accurate, before you submit the Order. If you think that there is a mistake or require any changes or if you have any questions arising out of these Terms, please contact Us to discuss. We will confirm any changes in writing to avoid any confusion between you and Us.
2.3 When you submit the Order to Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in Condition 2.4. If We are unable to supply you with the Goods and/or Services, We will inform you of this in writing and We will not process the Order.
2.4 These Terms will become binding on you and Us when We confirm that We are able to provide you with the Goods and/or Services and have accepted your Order, at which point a contract will come into existence between you and Us and we will be obliged to supply Goods that are in conformity with the contract.
2.5 If any of these Terms conflicts with any term of the Order, the Order (as confirmed by Us under condition 2.4) will take priority.
2.6 We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
2.7 Our website, catalogue and brochure are solely for the promotion of Our Goods in the UK. Unfortunately, We will only deliver to addresses outside the UK by express agreement. Please contact Us before placing your Order if you would like Goods to be delivered to a location outside the UK.
2.8 We cannot guarantee that the appearance and/or colours of products shown on Our website, in Our catalogues or in Our brochures exactly reproduce the appearance and/or colours of the physical products themselves. Natural products may show some colour variations. All sizes quoted are approximate. Where we agree to provide a specifically designed plan, you agree to check the accuracy and suitability of the plan.
3 Changes to Terms
3.1 We may revise these Terms from time to time, for example to reflect:
(a) changes in how We accept payment from you; or
(b) changes in relevant laws and regulatory requirements.
3.2 If We have to revise these Terms under Condition 3.1, We will give you notice of this by stating that these Terms have been amended. The date on which these Terms have been amended is set out at the top of these Terms.
3.3 Every time you place an Order, the Terms in force at that time will apply to your Order.
3.4 If, after you have placed your Order, there is a change to these Terms which affects your Order, We will notify you of such change and you will have the opportunity to cancel your Order and receive a refund or confirm your Order under the amended Terms.
4 Delivery of Goods
4.1 Please note that timescales for delivery and delivery charges will vary depending on the availability of the Goods and your address.
4.2 We will contact you with an estimated delivery date (which will be within 30 days after the date We accept your Order, unless We agree a later date for delivery with you). Occasionally Our delivery to you may be affected by an Event Outside Our Control. Please see Condition 12 for Our responsibilities when this happens.
4.3 We shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the product code of the Goods, where applicable), and special storage instructions (if any).
4.4 Please make a visual inspection of the Goods upon delivery to check for any obvious defects or missing Goods, and make a note on the delivery note if you discover any obvious defects or missing Goods. Failure to do so may prevent you from making a successful claim for any wrong delivery or defective Goods.
4.5 If you have asked to collect the Goods from Our premises, you can collect the Goods from Us at any time during Our opening hours by arrangement with Us.
4.6 Please bring to our attention, prior to the delivery date, any special requirements relating to access to the delivery address (including any instructions to leave the Goods with a neighbour if you are unavailable to take delivery). We may charge you for Our additional costs in the event that:
(a) delays occur that result from your failure to provide us with any relevant information relating to access to the delivery address or providing Us with inaccurate information about your chosen delivery address; or
(b) We are unable to make delivery as a result of there being nobody available to accept delivery of the Goods; or
(c) We incur parking charges or fines as a result of your failure to inform Us of any applicable parking restrictions at the delivery address.
4.7 If no one is available at your address to take delivery:
(a) We will either:
(i) leave you a note that the Goods have been returned to Our premises, in which case, please contact us to rearrange delivery; or
(ii) leave the Goods with a neighbour where you have provided instructions for us to do so only, in which case We will leave you a note to let you know where the Goods have been left, and We will not be responsible for any loss or theft of the Goods or damage to the Goods provided that We have left them with a neighbour in accordance with your instructions; and
(b) We shall be under no obligation to assemble or install the Goods, although We may agree to do so at a later time or date by specific arrangement with you in which case We may charge you for any additional costs incurred by Us.
4.8 If We are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, We will deliver the Order in instalments. We will not charge you extra delivery costs for this. However, if you ask Us to deliver the Order in instalments, We may charge you extra delivery costs. Each instalment shall constitute a separate contract governed by these Terms. If We are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
4.9 The Goods will be your responsibility from the completion of delivery or from when you collect the Goods from Us. If the Goods are delivered to you, delivery will be completed when the Goods come into your physical possession or the physical possession of a neighbour nominated by you to accept delivery on your behalf.
4.10 You own the Goods once We have received payment in full.
5 Our Guarantee of Goods
5.1 We guarantee that on delivery and for a period of 7 days from the date of delivery, the Goods shall be free from material defects.
5.2 The guarantee in Condition 5.1 does not apply to any defect in the Goods arising from:
(a) fair wear and tear;
(b) wilful damage, abnormal storage or environmental conditions, accident, negligence by you or by any third party;
(c) your failure to operate or use the Goods in accordance with the user instructions;
(d) any alteration or repair by you or by a third party who is not one of Our authorised repairers; and
(e) any specification provided by you.
5.3 This guarantee is in addition to your legal rights in relation to the Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
6 Cancellation and Return of Goods
6.1 Please keep your invoice or receipt for anything you buy from Us. It will ensure We can help you, if you need to bring something back.
6.2 Except where goods are faulty, or you have a right to return them under Condition 6.4, or any other cancellation rights under these Terms apply (including under Condition 12.4), cancellation of an Order or return of unwanted Goods will only be accepted at Our discretion and may be subject to payment of any reasonable costs incurred by Us in connection with your Order. If We agree to allow you to cancel an Order or return Goods under this Condition 6.2, We will refund you any amounts paid for the Goods, less the delivery charges and any other reasonable costs incurred by Us in connection with your Order.
6.3 If the Goods you purchase are faulty, We may offer a repair, exchange or refund as appropriate in accordance with your consumer rights.
6.4 Where you are a consumer based in the EU and you have bought Goods via Our website, over the telephone, via email or by fax, you have the right, within the cancellation period described in Condition 6.6, to cancel your Order without giving any reason and to obtain a refund in accordance with Conditions 6.6 to 6.9. This right does not apply to certain types of Goods, including items personalised or made to your specification or made-to-measure Goods.
6.5 Please make sure your measurements are correct and accurate. Unfortunately, We cannot accept the return of made-to-measure Goods if the reason for the return is because you provided Us with incorrect measurements. However, this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described.
6.6 The period in which you may cancel your Order under Condition 6.4 will start on the date that We accept your Order and will expire after 14 days from:
(a) in the case of Orders for Goods delivered in one instalment, the day on which you acquire, or a neighbour nominated by you to accept delivery on your behalf acquires, physical possession of the Goods; or
(b) in the case of Orders for Goods delivered in instalments, the day on which you acquire, or a neighbour nominated by you to accept delivery on your behalf acquires, physical possession of the last instalment of the Goods.
6.7 To exercise your right to cancel under Condition 6.4, you must inform Us by a clear statement that you wish to cancel your Order. You can email Customer Services [email protected], call Us on 0161 464 4893 or write to Us at Venture House, 227 Ayres Road, Old Trafford, Manchester, M16 0NL or fax Us on 0800 157 7323 quoting your Order number or invoice number. You may use the model cancellation form available at here, but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your desire to cancel before the cancellation period has expired.
6.8 You must take reasonable care of the Goods until you return them or We collect them. If you cancel your Order under Condition 6.4 after having received the Goods, then:
(a) You shall return the Goods to Us at Unit 6 Maple Industrial Estate, Ardwick, Manchester M12 5AQ without undue delay and in any event not later than 14 days from the day on which you communicate the cancellation of your Order to Us, unless we have agree to collect them (in which case Condition 6.7(b) shall apply). The deadline is met if you return the Goods to Us before the 14 day period has expired. You will be responsible for the direct cost of returning the Goods. We may withhold reimbursement of any sums due to you in respect of the cancellation of your Order until We have received the Goods back or you have supplied evidence of having sent back the Goods, whichever is the earliest.
(b) If We agree to collect the Goods, We will charge you a reasonable sum for the direct cost of collecting any Goods from the address to which they were delivered following your cancellation.
6.9 If you cancel your Order under Condition 6.4 and return the Goods in accordance with Condition 6.8, We will reimburse all payments received from you, including the costs of delivery. We may make a deduction from the reimbursement for any loss in value of the Goods supplied, if the loss is the result of handling by you beyond that which is necessary to establish the nature, characteristics and functioning of the Goods. We will make the reimbursement without undue delay, and not later than:
(a) 14 days after the day we receive back from you the Goods supplied; or
(b) (if earlier) 14 days after the day you provide evidence that you have returned the Goods; or
(c) if you have not yet received the Goods or We have agreed to collect them from you, 14 days after the day on which we are informed about your decision to cancel your Order.
6.10 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. In any event, you will not incur any fees as a result of the reimbursement.
6.11 Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6.12 Goods identified as requiring to be returned should not be used after identifying the reason for the return.
7 Providing Services
7.1 We will make every effort to provide and complete the Services within the timescales agreed between Us.
7.2 We may need certain information from you that is necessary for Us to provide the Services. If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked for it. If we suspend the Services under this Condition 7.2, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices We have already sent you or for further invoices which We send to you for other goods and/or services provided.
7.3 We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this Condition 7.3 but this does not affect your obligation to pay for any invoices We have already sent you or for further invoices which We send to you for other goods and/or services provided.
7.4 If you do not pay Us for the Services when you are supposed to as set out in Condition 10.9, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under Condition 10.11). We will contact you to tell you this. This does not affect Our right to charge you interest under Condition 10.10.
7.5 If We design any products for you, We will own the copyright, design right and all other intellectual property rights in the products and any drafts, drawings, designs or illustrations We make in connection with the products for you.
8 Problem with the Services
8.1 In the unlikely event that there is any defect with the Services:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable.
You will not have to pay for Us to repair or fix a defect with the Services under this Condition 8.1.
8.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
9 Cancellation of Services
9.1 Where you are a consumer in the EU and you have contracted with Us for the supply of Services via Our website, over the telephone, via email and/or by fax, you have the right to cancel the contract for Services without giving any reason and to obtain a refund by contacting Us in accordance with Condition 6.7. The period in which you may cancel your contract for Services will expire after 14 days from the day the contract between you and Us was concluded. Refunds will be payable in accordance with Condition 6.10 and subject to Condition 9.2. We will pay the refund within 14 days after the date on which we are informed about your decision to cancel the contract.
9.2 We will contact you to agree the date on which We will provide the Services to you. If you request us to provide the Services within the cancellation period set out in Condition 9.1 then you acknowledge and agree that:
(a) If you cancel your contract for the Services during the cancellation period after We have started to provide the Services, you shall pay us a proportion of the costs payable in total for the Services which reflects the Services performed up to the time We are informed of your decision to cancel your contract;
(b) If the Services are fully performed within the cancellation period, you will lose the right to cancel your contract for the Services under Condition 9.1.
9.3 You may cancel the contract for Services with immediate effect by giving Us written notice at any time if:
(a) We break this contract in any material way and We do not correct or fix the situation within a reasonable number of days of you asking Us to in writing; or
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets.
9.4 If the rights under Condition 9.1 do not apply, then unless any of your other cancellation rights apply under these Terms (including your rights under Condition 12.4), cancellation of the Services will only be accepted at Our discretion. If We agree to allow you to cancel an Order for Services, We will refund you any amount already paid for the Services, less any reasonable costs which are incurred by Us in connection with your Order.
9.5 Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
10 Price and Payment
10.1 The price of the Goods and/or the Services will be the price set out on Our website, displayed in our retail stores or as otherwise notified to you at the time We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.
10.2 On occasion, the prices payable in respect of goods advertised on Our website may differ from those prices payable at the retail stores. We are under no obligation to honour any in-store prices in the event that they differ from those on Our website. Similarly, We are under no obligation to honour any prices on Our website in the event that they differ from those in-store.
10.3 Prices that are reduced for sales and promotions are only valid for the specified period.
10.4 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Goods and/or Services in full before the change in the rate of VAT takes effect.
10.5 The prices for the Goods exclude delivery costs, which will be added to the total amount due in accordance with Condition 4.1.
10.6 It is always possible that, despite Our best efforts, some of the Goods We sell may be incorrectly priced. We will normally check prices as part of Our despatch procedures. If the Goods’ correct price is higher than the price stated on Our website, We will contact you to tell you and for your instructions. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, We do not have to provide the Goods to you at the incorrect (lower) price.
10.7 Where We are providing Goods to you, you must make payment for Goods in advance by credit or debit card. We accept payment with most credit and debit cards. You confirm by accepting these Terms that the credit/debit card that is being used is yours. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment We will not accept your Order and We will not be liable for any delay or non-delivery and We are not obliged to inform you of the reason for the refusal.
10.8 We are not responsible for your card issuer or bank charging you as a result of Our processing of your credit/debit card payment in accordance with your Order.
10.9 Where We are providing Services to you, We may ask you to make an advance payment towards the Services. Unless otherwise agreed, We may invoice you for the balance of the price of the Services weekly until the Services are completed. Each invoice will quote the Order number. You must pay each invoice in cleared monies within 7 calendar days of the date of invoice by credit card or debit card or other payment methods that We agree to accept.
10.10 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of The Bank Of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
10.11 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, Condition 10.10 will not apply for the period of the dispute.
11 Our Liability to You
11.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Our breach or if they were contemplated by you and Us at the time we entered into this contract.
11.2 We shall not be liable for:
(a) any property damage sustained during delivery, assembly or installation of the Goods unless you notify Us of such damage at the time of delivery or within a period of 7 days following delivery and provide satisfactory evidence that such damage was caused by Our negligence, and give Us a reasonable opportunity to inspect such damage;
(b) any damage to possessions resulting from your failure to move them to allow sufficient access for Us to deliver, assemble and install the Goods; or
(c) the cost of repairing any pre-existing faults or damage to your property that We discover in the course of installation and/or performance by Us.
11.3 We shall not be liable to you for any delays or inability to deliver, assemble or install the Goods and/or to provide the Services that result from inadequate access or facilities at the delivery address.
11.4 We only supply the Goods and/or Services to you for domestic and private use. You agree not to use the Goods and/or Services for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.5 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
12 Events Outside Our Control
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
12.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
12.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you;
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control;
(c) where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over;
(d) where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
12.4 You may cancel the contract by giving Us written notice if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods and/or Services. If you do so, you will be entitled to a refund of any payments already made, but you will be required to pay Us for any reasonable costs incurred in connection with your Order.
13 Our Rights to Cancel
13.1 If We have to cancel an Order for Goods (including made-to-measure Goods) and/or Services before the Services start or the Goods are delivered, for example, due to an Event Outside Our Control or the unavailability of stock then:
(a) We will promptly contact you;
(b) if you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you. Where We have already started work on your Order for Services or made-to-measure Goods by the time We have to cancel, We will not charge you anything and you will not have to make any payment to Us.
13.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 15 calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
13.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) you do not pay Us when you are supposed to as set out in Condition 10.9. This does not affect Our right to charge you interest under Condition 10.10; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing.
14 Personal information
15 Other Important Terms
15.1 If you have any complaints or wish to contact us for any reason other than as already set out in these Terms, you can contact us by telephone on 0800 157 7322, by e-mail at [email protected] or by pre-paid post at 227 Ayres Road, Old Trafford, Manchester, M16 0NL.
15.2 If we have to contact you or give you notice in writing, we will do so by e-mail, telephone or by pre-paid post to the address or using the telephone number you provide to us in your Order.
15.3 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
15.4 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
15.5 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
15.6 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.7 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
15.8 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
15.9 If you are not satisfied with how we have handled any complaint, you may wish to request that the complaint be referred for alternative dispute resolution (where an independent body considers the facts of the dispute and seeks to resolve it without you having to go to court). Disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform, which can be found at http://ec.europa.eu/dr).