The Customer's attention is in particular drawn to the provisions of conditions 4.2, 6.2 and 9.4. 1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these conditions. Customer: the person, firm or company who purchases the Goods from the Company. Company: Chairs N Things Ltd r/o Gripoly Mills Retail Park, Sloper Road, Cardiff CF11 8AA (company number 05740132). Contract: any contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any goods agreed in the Contract to be supplied to the Customer by the Company.
1.2 A reference to a 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.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. Application of terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.3 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. Description
3.1 The quantity and description of the Goods shall be as set out in the Company's “customer order” duly completed by the Customer. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4. Delivery
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business. Such alternative place of delivery will usually be the address shown on the “Customer Order Details” for, or as such a place as agreed between the parties.
4.2 The Customer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery. In the event delivery can not be effected due to access problems then the Company reserves the right to charge a £50 abortive delivery charge. The Customer is reminded to consider the practicalities of delivery when ordering (particularly for larger products). If in doubt the Customer check the position with the Company.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6 The Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
5. Risk/title
5.1 The Goods are at the risk of the Customer from the time of delivery. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods
5.2 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6. Price
6.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's “Customer Order Details”, or as such a place as agreed between the parties.
6.2 This clause is subject to the provision of clause 10.7 below, the customer statutory rights under the Distance Selling Regulation remain unaffected. In the event the Customer cancels the order for the Goods the Company shall charge 10% of the order price by way of a cancellation charge. This charge is a genuine estimate of the cost to the Company of restocking the Goods, fees paid to the Company’s bank and credit card company and general staff administration costs. No refund can be given if the Goods are bespoke orders and the Company has placed the order with the manufacturer.
6.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.
7. Payment
7.1 Subject to condition 7.4, payment of the price for the Goods is due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered.
7.2 Time for payment shall be of the essence.
7.3 No payment shall be deemed to have been received until the Company has received cleared funds.
7.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
7.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
7.6 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of NatWest Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Quality
8.1 The Company is not the manufacturer of the Goods.The Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company by the manufacturer.
8.2 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
8.3 The Company shall not be liable for a breach of the warranty in 8.2 unless:
(a) the Customer gives written notice of the defect to the Company within 14 days of the time when the Customer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
8.4 The Company shall not be liable for a breach of the warranty in condition 8.2 if:
(a) the Customer makes any further use of the Goods after giving such notice; or
(b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
(c) the Customer alters or repairs such Goods without the written consent of the Company.
8.5 Subject to condition 8.3 and condition 8.4, if any of the Goods do not conform with the warranty in condition
8.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.
8.6 If the Company complies with condition 8.5 it shall have no further liability for a breach of the warranty in condition 8.2 in respect of such Goods.
9. Limitation of liability
9.1 Subject to condition 4 and condition 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
9.4 Subject to condition 9.2 and condition 9.3:
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused)] which arise out of or in connection with the Contract.
10. Chairs N things.co.uk
10.1 The provisions of this clause 10 shall apply to all transactions concluded via the Company’s website Chairsnthings.co.uk (“the Website”) or by telephone.
10.2 Use of the website constitutes acceptance of these Terms & Conditions. Your statutory rights are unaffected. The website is owned and operated by the Company (full details see above). Other contact details may be found in the 'Contact Us' section of the website.
10.3 The Customer must provide the Company with details as requested in order to create a customer account. The Company will handle these details in a secure manner as explained in the Company’s Privacy Policy. The Customer is responsible for ensuring the security of their login details.
10.4 The Customer must be at least 18 years old to create an account and conduct transactions with the Company by using the Website.. The Company reserves the right to suspend an account holder's use of the site for any reason.
10.5 The Customer warrants that the personal information which the Customer is required to provide when they register as a customer is true, accurate, current and complete in all respects; and that they agree not to impersonate any other person or entity or to use a false name or a name that they are not authorised to use.
10.6 The Company accepts online payment in a secure environment by credit card, or the Customer can call XXX and give their credit card details over the telephone. Cheques should be make out to: ChairsnThings Ltd and sent to Unit 2, Gripoly Mills Retail park, Sloper Road, Cardiff, CF11 8AA. Payment by cheques will be taken on receipt of order and cheques should arrive at least 7 days prior to the delivery date.
10.7 The Customer may normally cancel their order placed via the Website or by telephone (once accepted by us) for any reason up to 7 days from delivery. If you do cancel the contract within this time any payments made by you will be refunded in full within 30 days. Regrettably, self-assembly furniture can not be returned once assembled in part or fully completed, unless the item is faulty. Similarly bespoke products can not be returned unless faulty.
10.8 The Customer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of ChairsnThings.co.uk shall remain at all times vested in the Company or their licensors. The Customer is permitted to use this material only as expressly authorised by the Company or its licensor . The Customer may not use or reproduce such content except for personal use and only as is required to complete a transaction. However the Customer can copy, print or download the material on this site for the purpose of sending to individual third parties for their personal information provided that the Customer acknowledge the Company as the source of the material and that the Customer informs the third party that these conditions apply to them and that they must comply with them. The Company makes no representation that this site or its contents are appropriate or available for use in any locations outside the United Kingdom. Those who choose to access the site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
11. Assignment
11.1 The Company may assign the Contract or any part of it to any person, firm or company.
12. Force majeure The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company 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 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
13. General
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 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.
13.3 Failure or delay by the Company 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.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract 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.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.