Terms & Conditions
DISCLAIMER
Images, sizes, specifications and availability may be subject to change and are for illustrative purposes only. E&OE
We are a business to business company
We are a business to business company and as such our sales are only to business customers. By placing an order with us you are confirming that you are a business customer.
Summary of returns policy
We expect that you will be delighted with your order, and will happily provide a replacement if your order arrives damaged or is faulty.
However as our products are made to order, once you have placed an order refunds will only be given thereafter if the item is found to be faulty. You must inform us of any faults, damage or breakages within 48 hours of delivery, and keep all original packaging. Please see our terms and conditions of sale below for full details.
TERMS & CONDITIONS OF SALE
The following standard conditions of sale ("these Conditions") shall
govern all transactions between the Seller and the Buyer except as
otherwise specifically agreed in writing by the Seller and the Buyer
and supersedes all other terms and conditions relating to the subject
matter of these Conditions
1 Definitions
1.1 In these Conditions the following words shall have the following meanings:
"Buyer" means the person/company named as the Buyer in any Quotation, Order or contract
"Contract” means the agreement for the purchase and sale of the Goods subject to these Conditions
"Goods" means the goods and/or services (including any instalments or parts) which the Seller is to supply
"Official Order Acceptance" means the Sellers acceptance of the Buyers
order subject to these conditions and on the Sellers standard form
"Quotation" means the non-binding terms which the Seller has quoted to
the Buyer which may or may not at the sole direction of the Seller form
the basis of an Order
"Seller" means North 4 Design Limited
"Third Party Material" means material or other property supplied to the
Seller or on behalf of or at the request of the Buyer to be held for
the purpose of completing the Contract.
1.2 The headings in these Conditions do not form part of these Conditions and shall not affect their interpretation.
2 Quotations and Prices
2.1 A Quotation is for information only and is binding on the Seller
subject to Condition 2.2 only if and to the extent that it is
incorporated in an Official Order Acceptance. No order whether orally
or in writing submitted by the Buyer shall be or shall be deemed to be
accepted by the Seller unless and until confirmed and accepted in
writing by an Official Order Acceptance issued by an authorised
representative of the Seller.
2.2 The Seller reserves the right to revise Quotations and prices
quoted on Official Order Acceptances and charge the list price at the
date of despatch of the Goods.
2.3 The price for the Goods on any Quotation, Contract or Official
Order Acceptance shall be exclusive of any value added tax or other tax
or duty which may lawfully be levied at the time of despatch or the
date of invoice.
3 Payment
3.1 All payment shall be made to the Seller prior to the Seller dispatching the Goods unless agreed otherwise.
3.2 Goods invoiced up to and including the last day of a calendar month
shall be paid for by cleared funds not later than the last business day
of the following month, except where stated to the contrary on the
Official Order Acceptance and/or invoice. The Seller reserves the right
to charge interest at 8% above the base rate of The Bank of England from time
to time on any overdue account. Interest shall accrue on a daily basis
both before and after judgment and shall be compounded monthly. Time of
payment shall be of the essence of the Contract. Receipts for payment
will only be issued upon request.
3.3 If any monies due to the Seller are not paid as required by
paragraph 3.2 of these Conditions or if the Buyer being an individual
should enter into any composition or arrangement with or for the
benefit of his creditors or have a receiving order in bankruptcy made
against him, or being a body corporate should enter into liquidation,
or if a meeting is convened for the winding up of the Buyer, or a
petition is presented for the winding up of the Buyer, or if an
administrative receiver or receiver is appointed over any or all of the
properly or assets of the Buyer, or if the Buyer is the subject of an
administration order, or if the Buyer ceases or threatens to cease to
carry on the whole or substantially the whole of its business, or in
the occurrence of any event analogous to the foregoing in any
jurisdiction to which the Buyer is subject, or if the Seller reasonably
apprehends that any of the foregoing events is about to occur in
relation to the Buyer, the Seller shall be entitled, without prejudice
to any other right it may have against the Buyer, to suspend
performance of any Contract and upon giving notice in writing to treat
any such Contract as at an end.
4 Delivery
4.1 Time of delivery of any Goods is not of the essence. The Seller
shall endeavour to maintain quoted delivery and shipment dates, but
such dates are not to be treated as terms of the Contract and the
Seller will not be responsible for any loss or damage which may result
from late delivery. The Goods may be delivered by the Seller in advance
of any quoted delivery date upon giving reasonable notice to the Buyer.
4.2 Any complaint of short delivery or damage to Goods in transit must
be notified to the Seller otherwise than upon a consignment/delivery
note within 48 hours of receipt of any of the Goods. Any complaint of
failure to deliver Goods invoiced must be notified within 14 days of
the date of the invoice.
4.3 If any Goods are ready for delivery and the Buyer fails to take
delivery at the time set out in the Contract the Seller shall be
entitled to:
4.3.1 invoice such Goods forthwith and charge for handling and storage
from the date of invoice to the date when the Buyer takes delivery or
the Seller disposes of the Goods; and
4.3.2 if the Buyer fails to take delivery within 30 days from the date
of the invoice, treat the Contract as at an end and without prejudice
to any other right it may have against the Buyer resell the Goods and
(after deducting all reasonable storage and selling expenses) account
to the Buyer for any excess above or recover from the Buyer any
shortfall below the amount due to the Seller under the Contract and any
other Contract.
4.4 If the Contract provides for delivery by instalments, each
instalment shall be deemed to be the subject matter of a separate
Contract and non-delivery or delay of any instalment shall not affect
any other part of the Contract nor entitle the Buyer to repudiate or
rescind the Contract or reject any other instalment.
5 Acceptance of Goods
5.1 Any claim by the Buyer which is based on any defect in quality or
Condition of the Goods or their failure to correspond with
specification shall (whether or not delivery is refused by the Buyer)
be notified to the Seller within forty eight (48) hours from the date
of delivery. Where any valid claim based on such defect or failure is
notified to the Seller in accordance with these Conditions the
liability of the Seller shall be limited to the refund of monies (or a
proportional part thereof) paid for the Goods or to the replacement of
the Goods (or the part in question). If the Buyer does not so notify
the Seller, the Buyer shall not be entitled to reject the Goods and the
Seller shall have no liability for such defect or failure, and the
Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
5.2 The Buyer shall not be entitled to reject part only of the Goods delivered in accordance with these Conditions.
6 Manufacturing
6.1 The Seller will use reasonable endeavours to produce and deliver
the quantity and quality of Goods ordered, and every Contract and
delivery is subject to the margins and tolerances (whether over or
under the quantity or quality estimated) customary in the trade of the
Seller.
6.2 No responsibility for loss or damage to Third Party Material will
be accepted by the Seller, and the Seller undertakes no liability and
gives no warranty in relation to defects in Third Party Material and
the Seller shall have no such liability regarding fitness for purpose,
quality or merchantability of Third Party Material whether express or
implied by statute, common law, trade usage or otherwise howsoever.
6.3 If the Goods in whole or in part are to be manufactured or any
process is to be applied to the Goods by the Seller in any way in
accordance with a specification submitted by the Buyer, the Buyer shall
indemnify the Seller against all loss, damages, costs and expenses
awarded against or incurred by the Seller in connection with, or paid
or agreed to be paid by the Seller in settlement of, any claim for
infringement of any patent, copyright, registered or unregistered
design right, trade mark, service mark or other industrial or
intellectual property rights of any other person which results from or
arises in connection with the Sellers use of the Buyers specification.
6.4 The Buyer accepts that due to manufacturing processes certain
materials (such as glass) may have flaws and fluctuations in quality;
the Buyer shall not be entitled to reject such flaws and fluctuations
in quality, and the Seller shall have no liability for such flaws and
fluctuations in quality, and the Buyer shall be bound to pay the price
in accordance with the Contract.
7 Liability
7.1 All warranties, conditions or other terms whether regarding fitness
for purpose, performance, use, quality or merchantability or otherwise
of the Goods, whether express or implied, by statute, common law, trade
usage or otherwise howsoever are hereby excluded to the fullest extent
permitted by law.
7.2 Except in respect of death or personal injury caused by the Sellers
negligence, the Seller shall not be liable to the Buyer by reason of
any representation, or any implied warranty, condition or other terms,
or any duty at common law, or under the express terms of the Contract,
for any consequential loss or damage (which expression shall include
all loss of profit, income, use, production time, contracts and
goodwill whatsoever, whether foreseeable or otherwise), costs, expenses
or other claims for consequential compensation whatsoever (and whether
caused by the negligence of the Seller, its employees or agents or
otherwise) which arises out of or in connection with the supply of the
Goods or their use or resale by the Buyer.
7.3 The Seller does not give or accept any warranty or condition that
the Goods are suitable for any purpose or conditions notwithstanding
that such purpose or conditions may be known to the Seller, and in
ordering the Goods the Buyer shall be deemed to be relying entirely on
its own skill and judgement and not that of the Seller or any agent or
servant of the Seller.
7.4 The Seller shall not be liable to the Buyer or be deemed to be in
breach of the Contract by reason of any delay in performing or any
failure to perform any of the Sellers obligations if the delay or
failure was due to any cause beyond the Sellers reasonable control
("force majeure circumstances") including but not limited to Acts of
God, explosion, flood, tempest, war, sabotage, insurrection, civil
disturbance, requisition, lock-outs or other industrial action or trade
dispute (whether involving employees of the Seller or of a third
party), difficulties in obtaining raw materials, labour, fuel, parts or
machinery, power failure or breakdown in machinery. In force majeure
circumstances the Seller may at its sole discretion terminate any
Contract or cancel or suspend any delivery. In force majeure
circumstances the Seller may apportion available stocks between its
customers (including the Buyer) at its sole discretion.
8 Property and Risk
8.1 All risks in the Goods shall pass to the Buyer:
8.1.1 in the case of Goods to be delivered in the United Kingdom
(except Northern Ireland) the risk shall pass at the place of delivery
named in the Contract
8.1.2 in the case of Goods to be delivered free of cost in the United
Kingdom (except Northern Ireland) the risk shall pass when the Goods
are ready for off loading from the Seller's vehicle at the place of
delivery named in the Contract
8.1.3 in the case of Goods for export abroad (including Northern
Ireland) the risk shall pass at the place of delivery named in the
Contract; or
8.1.4 where the Buyer undertakes to collect Goods the risk shall pass
when the Goods are loaded on to the Buyers vehicle or other transport
at the address of the Seller.
8.2 The Goods shall remain the property of the Seller and no property
in or title to the Goods shall pass to the Buyer until the Seller has
received in cash or cleared funds payment in full of the price of the
Goods and all other goods agreed to be supplied by the Seller to the
Buyer. Until that time the whole right, title and interest in and to
the Goods shall remain in the Seller.
8.3 Until the time when the Seller has received payment in full for the
Goods the Buyer shall hold the Goods as bailee for the Seller.
8.4 So long as the Buyer remains bailee of any of the Goods the Buyer
shall keep those Goods separate from any goods the property of the
Buyer or any third party in such a manner that clearly distinguishes
them as the properly of the Seller.
8.5 Without prejudice to any other rights the Seller may have, the
Seller may at any time before the property in the Goods has passed to
the Buyer recover or resell the Goods or any of them so as to discharge
any sums owed by the Buyer to the Seller which are wholly or partly
overdue, and the Seller, its servants or agents may, so as to verify
the Buyer’s compliance with the obligations set out in Condition 8.4
and to exercise its rights under this Condition, enter with or without
vehicles upon the premises where the Goods are situated for the
purposes of such recovery, resale or examination of the Goods.
8.6 If the Goods are resold to any sub-buyer before property in the
Goods has passed to the Buyer, then the Seller acquires ownership
either of the proceeds of sale or of the right to sue the sub-buyer for
the proceeds of sale.
8.7 The Buyer shall ensure that the Goods are not incorporated in or
mixed with or used as part of other goods ("New Goods") before payment
for the Goods has been made to the Seller although if such
incorporation or mixing shall take place the property in those Goods
which remain identifiable and/or severable from such New Goods shall be
and remain with the Seller until payment has been made or the New Goods
have been sold as aforesaid and all the Seller’s rights hereunder in
the Goods shall extend to such identifiable or severable parts of the
New Goods.
8.8 Each of the foregoing paragraphs of this Condition shall so far as
the context permits be read and construed independently of the other
paragraphs so that if one or more should be held to be invalid for any
reason then the remaining paragraphs shall be valid to the extent that
they are not held to be so invalid.
9 Lien
The Seller shall be entitled to a general lien over all property owned
by the Buyer in the Seller's possession including any Third Party
Material (including any Goods for which the Buyer may have paid in
full) until all sums due or owing from the Buyer on any account shall
have been satisfied in full. In any of the events set out in paragraph
3.2 of these Conditions the Seller shall be entitled to sell all or
part of such property and (after deducting all reasonable expenses
including the expenses of sale) shall account to the Buyer for any
excess of the proceeds of sale above or recover from the Buyer any
shortfall of the proceeds of sale below the amount due to the Seller on
any account.
10 Cancellation
No order which has been accepted by the Seller or Contract may be
cancelled by the Buyer except with the agreement in writing of the
Seller and on terms that the Buyer shall indemnify the Seller in full
against all loss (including loss of profit), costs (including the cost
of all labour and materials used or acquired for the purposes of
completing the Contract), damages, charges and expenses incurred by the
Seller in pursuance of the Order or as a result of the cancellation.
11 Indemnities
11.1 The Buyer agrees to indemnify the Seller against any damages,
losses, costs, claims or expenses incurred by the Seller towards a
third party arising out of or in connection with the Goods supplied by
the Seller or their operation or use and whether arising by reason of
the negligence of the Seller or otherwise (save for death or personal
injury arising as a result of the Seller’s negligence).
11.2 The Buyer warrants that no Third Party Material shall cause damage
to the Sellers manufacturing equipment and premises and agrees to
indemnify the Seller against any damages, losses, costs, claims or
expenses arising from or in connection with the use of such Third Party
Material, including any loss of profit arising from the Seller’s
inability to use the manufacturing equipment or premises as a result of
such use.
12 Export Terms
12.1 In these Conditions "Incoterms" means the international rules for
the interpretation of trade terms of the International Chamber of
Commerce as in force at the date when the Contract is made. Unless the
context otherwise requires, any term or expression which is defined in
or given a particular meaning by the provisions of Incoterms shall have
the same meaning in these Conditions, but if there is any conflict
between the provisions of Incoterms and these Conditions, the latter
shall prevail.
12.2 Where the Goods are supplied for export from the United Kingdom,
the provisions of this Condition 12 shall (subject to any special terms
agreed in writing between the Buyer and the Seller) apply
notwithstanding any other provision of these Conditions.
12.3 The Buyer shall be responsible for complying with any legislation
or regulations governing the importation of the Goods into the country
of destination and for the payment of any duties thereon.
12.4 The Buyer shall be responsible for arranging for testing and
inspection of the Goods at the Seller's premises before shipment. The
Seller shall have no liability for any claim in respect of any defect
in the Goods which would be apparent on inspection and which is made
after shipment or in respect of any damage during transit.
13 Other Conditions of Sale
13.1 By ordering any Goods from the Seller the Buyer will be deemed to
agree that these Conditions take precedence over any other conditions
contained in any letter, order or the like received by the Seller in
connection with the Goods so ordered.
13.2 No forbearance by the Seller granted to the Buyer whether in
respect of these Conditions or otherwise shall in any way affect or
prejudice the rights of the Seller against the Buyer or be regarded as
a waiver of any of these Conditions.
13.3 Any notice required or permitted to be given by either party to
the other under these Conditions shall be in writing addressed to that
other party at its registered office or principal place of business or
such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice.
13.4 The interpretation of these Conditions and of any Contract will be
governed by the laws of England, and the parties submit to the
non-exclusive jurisdiction of the High Court of Justice in England.
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