Terms & Conditions
1 Definitions
‘Buyer’ means the client who buys or agrees to buy the Goods from the Seller.
‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
‘Delivery Date’ means the date specified by the Seller when the goods should be delivered.
‘Goods’ means the articles that the Buyer agrees to buy from the Seller.
‘Price’ means the price for the Goods excluding carriage.
‘Seller’ means Alexander James (Contract Interiors) Limited of How Lane Farm, How Lane, White Waltham, Maidenhead, Berkshire, SL6 3JP.
2 Conditions Applicable
2.1 These Conditions shall apply or be deemed to apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 There shall be no binding agreement until the Buyer’s order has been confirmed to the Seller, or the Goods have been delivered to the Buyer when the agreement is deemed to become binding.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. These conditions constitute the entire understanding between the parties.
3 The Price and Payment
3.1 The Price of the Goods shall be the price stipulated on the Web Site. If prices quoted are ex VAT, VAT will be added at the rate ruling on the date of the Seller’s invoice.
3.2 Payment of the Price and VAT and any carriage charges shall be due in full with the Buyer’s order.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller’s confirmation of the Buyer’s order.
5 Warranties and Liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller, in the acceptance of the Buyer’s order. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 The Seller will replace any Goods or part thereof which proves to be defective provided that:-
5.2.1 such defects must be notified in writing or email to the Seller within 7 days of delivery.
5.2.2 The Seller shall be under no responsibility in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions, misuse, etc. any customs duty, import charges or other additional costs payable in connection with the repaired or replacement parts will not be the responsibility of the Seller. In particular, all liability shall be excluded in respect of loss or damage arising from
5.2.2.1 faulty manufacture or inherent defect in any material that is the subject of this contract;
5.2.2.2 faulty or inadequate installation of a material or faulty or inadequate securing or seaming to another material that is not apparent on testing or inspection by the Seller;
5.2.2.3 misuse, light damage or other damage or cleaning of any material by the Buyer prior to work being undertaken;
5.2.2.4 poor colour fastness or dimensional instability of any material that is not apparent upon testing by the Seller prior to work being carried out;
5.2.2.5 manufacturer’s or other colour dye or markings on any material, which is not apparent upon testing by the Seller prior to work being undertaken;
5.2.2.6 failure to remove all stains and soiling;
5.2.2.7 shrinkage and/or loss of “body” or “stiffness” of fabric that is removed from the premises of the Buyer for service in the Seller’s workshops.
5.2.3 The Seller shall be under no liability under the above guarantee, or otherwise, if the total price for the Goods has not been paid in full.
5.2.4 The guarantee does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
5.3 Subject to and without limiting Clauses 5.1 and 5.2, no collateral contract, representation, warranty, condition, stipulation, liability or obligation whatsoever (without limitation) and howsoever arising is given, made or undertaken, and are hereby excluded, extinguished and otherwise waived by the Buyer.
5.4 Notwithstanding anything stated in the order or acceptance, the Seller’s maximum aggregate liability arising in respect of the supply of the Goods shall be limited to the original VAT exclusive price for such Goods.
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the address stated to be that of the Buyer on the order, on or around the Delivery Date, any Delivery Date given being approximate only and not of contractual effect. The Buyer shall make all reasonable arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller may deliver the Goods by separate instalments. In the event that the Seller makes delivery in instalments, any failure or delay in delivery of any instalment shall not allow the Buyer to reject the contract of sale, in whole or in part, or to withhold payment in respect of any delivery already completed.
6.3 The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Seller (at the sole option of the Seller) to suspend further deliveries of the Goods (without notice) pending payment by the Buyer; and/or to treat this contract as repudiated by the Buyer.
6.4 When shipping Goods overseas, the Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. The Seller shall promptly upon request supply all documents reasonably required by the Buyer for this purpose.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery.
7.2 The Seller agrees to permit the Buyer to return any of the Goods that are defective at any time up to 7 days after delivery notwithstanding that the Goods may have already been accepted by the Buyer.
8 Title and Risk
8.1 The Goods shall be at the Buyer’s risk as from time of delivery.
8.2 Notwithstanding the provisions of Clause 8.1 risk will also pass to the Buyer upon written notice from the Seller to the Buyer that such circumstances have occurred, or when the Buyer’s goods are left, with the agreement of the Seller at the Seller’s premises, after such time that they have failed to be delivered for whatever reason. Once risk has passed to the Buyer, the Seller will have no responsibility for the goods and no bailment will arise.
8.3 In spite of delivery having been made, property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT in full.
8.4 Until property in the Goods passes to the Buyer, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.
9. Intellectual Property
9.1 The Buyer hereby warrants and represents that the performance by the Seller of all the matters contemplated in this agreement shall not in any way infringe any intellectual property right whatsoever.
9.2 The Buyer shall hold the Seller indemnified against all royalties, costs claims, damages or other monies payable to the Buyer or third parties as a result of any infringement or alleged infringement or claim for passing off, and further in respect of any criminal or civil proceedings.
9.3 The Buyer undertakes that it will neither use nor divulge any of the Seller’s trade secrets, techniques, processes and methods of carrying on business and acknowledges that all the Seller’s copyright and intellectual property rights whatsoever in the Goods and in all the documentation and drawings supplied by the Seller to the Buyer are and will remain vested in the Seller.
10. Cancellation by the Buyer
10.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages and expenses incurred by the Seller as a result of such cancellation.
11. Force Majure
11.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
12. Remedies of the Buyer
12.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
12.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
12.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
13 Proper Law of Contract
13.1 This contract is subject to the law of England and Wales.
‘Buyer’ means the client who buys or agrees to buy the Goods from the Seller.
‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
‘Delivery Date’ means the date specified by the Seller when the goods should be delivered.
‘Goods’ means the articles that the Buyer agrees to buy from the Seller.
‘Price’ means the price for the Goods excluding carriage.
‘Seller’ means Alexander James (Contract Interiors) Limited of How Lane Farm, How Lane, White Waltham, Maidenhead, Berkshire, SL6 3JP.
2 Conditions Applicable
2.1 These Conditions shall apply or be deemed to apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 There shall be no binding agreement until the Buyer’s order has been confirmed to the Seller, or the Goods have been delivered to the Buyer when the agreement is deemed to become binding.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. These conditions constitute the entire understanding between the parties.
3 The Price and Payment
3.1 The Price of the Goods shall be the price stipulated on the Web Site. If prices quoted are ex VAT, VAT will be added at the rate ruling on the date of the Seller’s invoice.
3.2 Payment of the Price and VAT and any carriage charges shall be due in full with the Buyer’s order.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller’s confirmation of the Buyer’s order.
5 Warranties and Liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller, in the acceptance of the Buyer’s order. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 The Seller will replace any Goods or part thereof which proves to be defective provided that:-
5.2.1 such defects must be notified in writing or email to the Seller within 7 days of delivery.
5.2.2 The Seller shall be under no responsibility in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions, misuse, etc. any customs duty, import charges or other additional costs payable in connection with the repaired or replacement parts will not be the responsibility of the Seller. In particular, all liability shall be excluded in respect of loss or damage arising from
5.2.2.1 faulty manufacture or inherent defect in any material that is the subject of this contract;
5.2.2.2 faulty or inadequate installation of a material or faulty or inadequate securing or seaming to another material that is not apparent on testing or inspection by the Seller;
5.2.2.3 misuse, light damage or other damage or cleaning of any material by the Buyer prior to work being undertaken;
5.2.2.4 poor colour fastness or dimensional instability of any material that is not apparent upon testing by the Seller prior to work being carried out;
5.2.2.5 manufacturer’s or other colour dye or markings on any material, which is not apparent upon testing by the Seller prior to work being undertaken;
5.2.2.6 failure to remove all stains and soiling;
5.2.2.7 shrinkage and/or loss of “body” or “stiffness” of fabric that is removed from the premises of the Buyer for service in the Seller’s workshops.
5.2.3 The Seller shall be under no liability under the above guarantee, or otherwise, if the total price for the Goods has not been paid in full.
5.2.4 The guarantee does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
5.3 Subject to and without limiting Clauses 5.1 and 5.2, no collateral contract, representation, warranty, condition, stipulation, liability or obligation whatsoever (without limitation) and howsoever arising is given, made or undertaken, and are hereby excluded, extinguished and otherwise waived by the Buyer.
5.4 Notwithstanding anything stated in the order or acceptance, the Seller’s maximum aggregate liability arising in respect of the supply of the Goods shall be limited to the original VAT exclusive price for such Goods.
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the address stated to be that of the Buyer on the order, on or around the Delivery Date, any Delivery Date given being approximate only and not of contractual effect. The Buyer shall make all reasonable arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller may deliver the Goods by separate instalments. In the event that the Seller makes delivery in instalments, any failure or delay in delivery of any instalment shall not allow the Buyer to reject the contract of sale, in whole or in part, or to withhold payment in respect of any delivery already completed.
6.3 The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Seller (at the sole option of the Seller) to suspend further deliveries of the Goods (without notice) pending payment by the Buyer; and/or to treat this contract as repudiated by the Buyer.
6.4 When shipping Goods overseas, the Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. The Seller shall promptly upon request supply all documents reasonably required by the Buyer for this purpose.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery.
7.2 The Seller agrees to permit the Buyer to return any of the Goods that are defective at any time up to 7 days after delivery notwithstanding that the Goods may have already been accepted by the Buyer.
8 Title and Risk
8.1 The Goods shall be at the Buyer’s risk as from time of delivery.
8.2 Notwithstanding the provisions of Clause 8.1 risk will also pass to the Buyer upon written notice from the Seller to the Buyer that such circumstances have occurred, or when the Buyer’s goods are left, with the agreement of the Seller at the Seller’s premises, after such time that they have failed to be delivered for whatever reason. Once risk has passed to the Buyer, the Seller will have no responsibility for the goods and no bailment will arise.
8.3 In spite of delivery having been made, property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT in full.
8.4 Until property in the Goods passes to the Buyer, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.
9. Intellectual Property
9.1 The Buyer hereby warrants and represents that the performance by the Seller of all the matters contemplated in this agreement shall not in any way infringe any intellectual property right whatsoever.
9.2 The Buyer shall hold the Seller indemnified against all royalties, costs claims, damages or other monies payable to the Buyer or third parties as a result of any infringement or alleged infringement or claim for passing off, and further in respect of any criminal or civil proceedings.
9.3 The Buyer undertakes that it will neither use nor divulge any of the Seller’s trade secrets, techniques, processes and methods of carrying on business and acknowledges that all the Seller’s copyright and intellectual property rights whatsoever in the Goods and in all the documentation and drawings supplied by the Seller to the Buyer are and will remain vested in the Seller.
10. Cancellation by the Buyer
10.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages and expenses incurred by the Seller as a result of such cancellation.
11. Force Majure
11.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
12. Remedies of the Buyer
12.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
12.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
12.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
13 Proper Law of Contract
13.1 This contract is subject to the law of England and Wales.
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