In this document the following words shall have the following meanings:
"Buyer" means the organisation or person who buys Goods
"Goods" means the articles to be supplied to the Buyer by the Seller;
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
"Seller" means Off The Loom Limited.
These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
PRICE AND PAYMENT
The price shall be the Recommended Retail Price unless agreed in writing between the parties. The price is inclusive of VAT unless stated otherwise.
Retail orders will require cleared payment in full prior to cutting & despatch of orders.
Credit terms may be offered to trade customers subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
Where credit is offered payment of the price and VAT and any other applicable costs shall be due within the terms stated on the quotation or invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.
The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.5 per cent per month above the base rate of the National Westminster Bank
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
require payment in advance of delivery in relation to any Goods not previously delivered;
refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
The Sellers description of Goods is correct at the time of press release. The Seller has the right to change the specification of any product without prior notice. Delivered products may differ slightly in texture & colour to the Sellers published products, the Buyer accepts this when they proceed with order.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly in weave & colour as a result of the manufacturing/dying process.
Where a description of the Goods is shown to & inspected by the buyer, the parties hereto accept that such a description is representative in nature & the order may differ slightly as a result of the manufacturing process, these will be within commercial tolerances. (eg width, colour)
All website images are a representation of the manufactured product, many PC screens & mobile devices can alter the tones of the original image, we recommend you request a sample prior to order.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date agreed between the Buyer and Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
The Seller will not be liable for any damages/losses to the Buyer as a result of a delay in delivery by a third party carrier.
The Buyer accepts full responsibility of the condition of goods once they take delivery, the Seller will not be responsible for the condition of goods beyond this point. Any damages, over deliveries and duplicated orders should be reported immediately to the Seller & listed on the delivery receipt of the third party carrier.
It is the Buyers responsibility to off load goods at the designated delivery address, the Seller accepts no associated risks with this delivery.
If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage including insurance.
Delivery dates for new stock or bespoke orders quoted by the Seller are an indication only, the Seller will not be liable for late delivery dates due to the manufacturing and dying process nor accept any of the Buyers related costs.
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
RETURN OR CANCELLED ORDERS
The Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
Any returns must be authorised by a representative of the Seller before any credit will be given.
Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. All return of goods must be sent by signed for delivery. The Seller will not be obliged to accept any goods that are damaged in any way, these will be inspected within ten days of return, no credit will be given prior to inspection. The Seller will only accept returns that appear in the Sellers current Publication List.
Credit of amounts due or paid in will only be given for goods that are in saleable condition.
The Seller may charge a re-stocking surcharge, this will be agreed in writing prior to Buyers return of Goods.
The Seller will not accept any returns or cancellations of bespoke/special orders, these are items not listed in the Sellers current Publication List.
LIMITATION OF LIABILITY
The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.
The Seller will not be responsible for any of the following.
Cleaning/general maintenance of said goods
Installation of said goods including products such as underlays, gripperrods to name but a few
Installation costs relating to delays with delivery, manufacturing etc
Delivery delays by third party carriers of said goods
Product fading of said goods
Weave, texture or colour variations between samples & ordered Goods
Damage during delivery, unloading and storage of said goods
Moth or insect infestation of said goods
Damage by third party objects such as knives, nails, fork lift trucks to name but a few to said goods, this includes the opening/removing of delivery wrapping (when opening rolls of product, the weave pile can be scored by sharp objects)
Any other circumstances the Seller has no control over.
Any other circumstances resulting from Buyers negligence.
We advise against any form of self adhesive carpet protection, this type of product will leave an adhesive residue on the surface of the floorcovering & can be detrimental to the longevity of the product. The removal of this type of product can cause tuft loss & loose installation.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
The Seller can recommend professional carpet layers & Cleaning companies relating to their goods but in no way will accept any liability as a result of damage, loss or expenses relating to these recommendations.
The Seller can provide advice which can aid the Buyer to decide the most suitable products/services for them, the Seller will not accept any liability as they may not have been given all aspects of on-site conditions. It is the Buyers responsibility to ensure the products/services is suitable for their conditions.
The Seller has the rights to alter prices, colours, texture of weaves without any prior notice.
The Seller has the rights to discontinue products and colours at any time without any prior notice.
The Sellers employees do not have the authority to present the wear life expectancy of any products or suitability of purpose/site conditions.
The Buyer accepts all of the Sellers Terms and Conditions of Sale of Goods when placing an order.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
Off The Loom Ltd warrants that their carpet will be free from manufacturing defects and will conform to the quality specification of the named product as supplied, subject to recognised carpet manufacturing tolerances.
The performance warranty period is for two years from the date of supply. This two-year warranty period will commence from the date of invoice.
Product specific characteristics are deemed as industry standard properties of the selected carpet type and have been fully considered and understood by the purchaser and/or end user in relation to the use of the carpet within the location it is to be installed.
General Warranty Conditions
This warranty only applies when:
• All carpet performance criteria and product specific characteristics as stated by Off The Loom are compatible with the intended end use of the carpet.
• The carpet is professionally installed in accordance with both the installation recommendations set out by Off The Loom Ltd and/or in accordance with national standards of carpet installation within the territory for which the product is supplied. It is specifically acknowledged by the purchaser that the correct installation of the product is critical to the long-term durability and appearance retention of the product.
• Carpets are installed in conjunction with ancillaries compatible with the intended wear rating, the carpet type selected and are compliant with local legislation. These ancillaries include, but are not limited to, underlay, adhesives, perimeter gripper, seaming tapes, protective stair trims and other decorative trim types.
• The carpet is professionally cleaned and maintained on a regular basis by an experienced carpet cleaning contractor.
• The carpet is supplied as first grade, having met Off The Looms quality standards. No claims will be considered on carpets supplied as end of line clearance items or carpets specifically sold as second grade at discounted prices.
• Any claim on the warranty is made by the original purchaser or end user. This warranty is not transferrable.
• Any claim on the warranty is made in writing, delivered directly to Off The Loom Ltd in person or by post, courier or email at the company’s registered address, being received within 2 years of the original invoice date.
The warranty is invalidated where:
• The carpet is installed in areas where the product is not designed to be used.
• The carpet is damaged by the improper application or use of cleaning powders and liquids.
• The carpet is subjected to incompatible cleaning processes or treatments.
• Incorrect or damaged cleaning or maintenance equipment is employed in the cleaning and maintenance processes.
• Damage is caused by improper maintenance and/or failing to carry out routine or planned maintenance and preventative.
• Any changes in colour or discolouration are caused by insufficient protection of the carpet pile to UV light.
• Any changes in colour and surface appearance resulting from spillages of liquids or solids that contaminate the pile surface, even if the effects of the spillage are subsequently attended to using recognised cleaning and maintenance procedures.
• The carpet, either fitted under tension or loose laid as a rug, is subject to a dimensional change which causes effects such as shrinkage, fullness, wrinkling, seam peaking or changes in product symmetry and alignment.
• Seams open and split causing the exposed edges of the pile to fray from the body of the carpet.
• Damage is caused by the application of incorrect installation methods, use of ancillaries incompatible with the carpet type and patterns of localised wear.
• The non-usage of underlay.
• Defects in the sub-floor or building structure, such as but not limited to unlevel surfaces, liquid or soil residues, sharp stair profiles, damp sub-floors, water ingress, broken sub-floors, loose joists or insecure floorboards.
• Changes in surface appearance of the carpet caused by inherent characteristics referenced as shading or watermarking.
• Carpet installed in locations that do not comply with local building codes or where the installation of a carpet is considered unsafe.
• The carpet has been uplifted after the original installation process and then re-fitted.
• The carpet is all or part covered with tackified temporary carpet protection.
• The carpet is installed within an active construction site where site conditions are not sufficiently advanced to allow the installation of textile floor finishes.
• Damage caused by insects, moths or rodents.
• Damage resulting from risks covered by the end user/owner insurance policy including but not limited to accidents, burning, flooding, building collapse, persistent moisture, unintentional cutting, pulling or snagging of material components, pet damage, rust, smoke, adverse odour or other types of abuse or deliberate misuse which could be considered as unreasonable, incompatible with the expected use and detrimental to the performance of the carpet.
• Damage caused by, or where the wear resistance, insect resistance and/or other technical characteristics of the carpet are adversely affected by strong chemicals or the application of any topical treatments including fungicides, bactericides, biocides, anti-statics and some cleaning/anti stain agents.
• Carpet is subjected to long term storage after despatch and prior to installation, which causes visible pressure marks or creases to the pile surface.
• Performance characteristics or requirements outside either the scope of testing undertaken at the time of purchase or amendments/updates to product standards that occur during the period of warranty but after product supply.
• A warranty claim is not made in writing or is made after the expiry of the 2-year warranty period given from the date of invoice at the time of the original supply.
Warranty Exclusions (Continued)
The warranty does not offer the end user or their purchaser:
• The right to claim costs from Off The Loom incurred in relation to the time associated with making a claim, the fees for expert technical specialists, legal advice or the services of other professionals engaged to bring a warranty claim.
• The right to claim costs in relation to carpet cleaning, vacuuming, brushing or other maintenance related costs including re-tufting, re-stretching or uplift and re-fitting.
• The right to claim costs in relation to the replacement of underlay or installation ancillaries, professional movement of moveable furniture or equipment or the specialist movement of fixed equipment or furniture including services such as disassembly, reassembly, disconnection, re-connection, decommissioning or recommissioning.
• The right to claim costs in relation to the re-instatement or repair of decorative or other finishes to the structure of the building and areas of installation.
• The right to claim costs associated with specialist transport or out of hours delivery, labour for handling carpet and installation materials to and from site, the disposal of uplifted carpet, offcuts of carpet, underlay and ancillaries or packaging materials associated with the carpet, underlay or installation ancillaries.
• The right to claim for costs associated with specialist carpet finishes such as bound edges or finished borders, after treatments applied to the carpet after supply or any treatment that is applied to a carpet by the end user after ex-factory despatch.
• The right to a direct or like for like replacement, where Off The Loom deems the carpet that is the subject of a warranty claim to be of an incorrect specification, texture, design or colour combination to meet the needs of the intended use or wear patterns.
Off The Loom Ltd Obligations:
Under the terms of this warranty Off The Loom Ltd acknowledges:
• Where a Off The Loom Ltd product is the subject of a performance related claim during the period of 2 years from the date of supply, the carpet will be inspected to assess the nature of the claim and the causes of non-performance claimed.
• Following site inspection and further off-site analysis if required, the end user will be provided with a written report, where necessary supported by independent verified test results relating to the claim.
• Where a claim is accepted against a defective product covered under the terms of this warranty, Off The Loom Ltd, at its discretion, will offer either a replacement carpet or a monetary refund, but in either case, the value of the settlement offered will not exceed the invoice value of the original product supplied.
End User Obligations.
Under the terms of this warranty the end user acknowledges:
• Off The Loom Ltd provide carpets that are only suitable for residential use. This information is given in good faith with the intention that it allows the end user and/or their professional advisors to make informed decisions in the carpet selection process.
• They have been advised of or are in receipt of Off The Loom Ltd General Conditions of Sale, under which all business is undertaken (see website).
• The selected carpet will be subjected to patterns of wear and use for which it is designed and certified.
• Installation is an important process that falls outside the scope of responsibility of Off The Loom Ltd. The end user will select a professional carpet installer, with competence in fitting the proposed carpet and ensure the installation is carried out in full compliance to recognised national standards and guidance provided by Off The Loom Ltd.
• They, or their installer, is responsible for checking the carpet prior to cutting and installation. It is conditional that this product inspection is undertaken in advance of the planned installation date.
• Their responsibility for implementing recommended preventative and scheduled maintenance programmes.
• The carpet will be inspected on a regular basis, ideally monthly, but at a minimum every three months, to check for signs of accelerated wear or significant changes in appearance.
• The carpet will be regularly vacuumed, ideally daily, spillages on the carpet will be attended to promptly and a planned maintenance programme will be scheduled in accordance with the guidelines provided by Off The Loom Ltd.
• The use of rubber soled shoes can accelerate the wear of carpet.
• Where a request is made for specific tests or performance data outside the scope of completed technical testing and analysis available from Off The Loom Ltd, whether to meet project specific criteria, local or national legislation, it is acknowledged that all costs relating to these requests will be met in full by the purchaser or end user, regardless of whether the test results demonstrate compliance to the required standard. All such requests must be made in advance of order placement and cannot requested retrospectively once the end user purchase order has been confirmed.
• In the event of a warranty claim, Off The Loom Ltd will be provided with access to the property to allow for inspection of the carpet and analysis of factors relating to the claim. It is understood that the correct investigation of a claim may be time a consuming process and time must be allowed post inspection for off-site technical analysis.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.