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)
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, gripperods 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.
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.
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.