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Terms & Conditions of Sale of Fiona Gray Design Associates of 36 Lime St. Ouseburn, Newcastle upon Tyne NE1 2PQ
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 ''Customer” means the organisation or person who buys Goods from the Seller;
1.2 "Goods" means the articles to be supplied to the Customer by the Seller;
1.3 "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;
1.4 "Price List" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 "Seller” means Fiona Gray Design Associates of 36 Lime St. Ouseburn, Newcastle upon Tyne NE1 2PQ
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer.
2.2 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.
2.3 In accordance with the Distance Selling Regulations, the Customer .
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these conditions.
3. PRICE AND PAYMENT
3.1 The price shall be that stipulated in the Seller’s published List Price current at the date of delivery of the goods (the Seller is not VAT registered). Carriage shall be paid for by the Customer at the rates published on the current Price List. Payments are to be made by the Customer to the Seller by BACS Payment. BACS Payment details are detailed on the Seller’s invoice. Payment by cheque shall be by agreement with the Seller & will incur a 75p extra charge.
3.2 Payment of the price and any other applicable costs shall become immediately due and payable to the Seller on placement of an order unless an application for credit has been made by the Customer and accepted by the Seller. If the Seller agrees to give credit then payment in full shall be due and payable within 28 days of the date of receipt of the invoice supplied by the Seller. The time of payment of the Price shall be of the essence.
3.3 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 3% per annum above the Barclays Bank plc base rate and shall accrue at such rate after as well as before any judgement.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
3.4.4 Claim all costs and expenses (including legal costs on the basis of a full indemnity) incurred in recovering or attempting to recover payment.
4. DESCRIPTION
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 Customer hereby affirms that it does not in any way rely on any description when entering into the contract.
5. DELIVERY
5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address of the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
5.3 The Customer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Customer must notify the Seller of the damage within 14 days of delivery.
6. RISK
Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it.
7. TITLE
Title in the Goods shall not pass to the Customer until the Seller has been paid in full for the Goods.
8. ACCEPTANCE
8.1 In accordance with the Distance Selling Regulations, the Customer shall be entitled to cancel this Agreement within seven working days after delivery of the Goods. The Customer shall pay to return the Goods to the Seller in good condition. Following receipt of the returned Goods the Seller shall refund the Customer the price of the returned Goods minus the P & P costs.
8.2 Goods that are made to order are not able to be returned unless they are faulty.
8.3 Thereafter, the Customer may return faulty Goods within 28 days of delivery. Otherwise the Customer shall be deemed to have accepted the Goods.
8.4 After acceptance the Customer shall not be entitled to reject Goods but may return faulty Goods for repair within six months after delivery to the Customer.
9. LIABILITY
9.1 Except in respect of fraud or death or personal injury caused by the Seller’s negligence or liability for defective products under The Consumer Protection Act 1987 the entire liability of the Seller in connection to the contract shall not exceed the price of the Goods supplied.
9.2 The Seller shall not be liable pursuant to the contract for any loss of profit or goodwill or from any type of indirect, incidental, special consequential or exemplary loss, damage costs or expenses.
10. LIMITATION OF LIABILITY
10.1 Where any court or arbitrator determines that any part of Clause 9 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Customer but in an amount not exceeding the contract price.
10.2 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.
11. 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.
12. FORCE MAJEURE
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 Goods from the 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.
13 . 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.
14. WAIVER
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.
15. SEVERABILITY
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.
16. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Terms & Conditions of Sale of Fiona Gray Design Associates of 36 Lime St. Ouseburn, Newcastle upon Tyne NE1 2PQ
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 ''Customer” means the organisation or person who buys Goods from the Seller;
1.2 "Goods" means the articles to be supplied to the Customer by the Seller;
1.3 "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;
1.4 "Price List" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 "Seller” means Fiona Gray Design Associates of 36 Lime St. Ouseburn, Newcastle upon Tyne NE1 2PQ
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer.
2.2 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.
2.3 In accordance with the Distance Selling Regulations, the Customer .
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these conditions.
3. PRICE AND PAYMENT
3.1 The price shall be that stipulated in the Seller’s published List Price current at the date of delivery of the goods (the Seller is not VAT registered). Carriage shall be paid for by the Customer at the rates published on the current Price List. Payments are to be made by the Customer to the Seller by BACS Payment. BACS Payment details are detailed on the Seller’s invoice. Payment by cheque shall be by agreement with the Seller & will incur a 75p extra charge.
3.2 Payment of the price and any other applicable costs shall become immediately due and payable to the Seller on placement of an order unless an application for credit has been made by the Customer and accepted by the Seller. If the Seller agrees to give credit then payment in full shall be due and payable within 28 days of the date of receipt of the invoice supplied by the Seller. The time of payment of the Price shall be of the essence.
3.3 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 3% per annum above the Barclays Bank plc base rate and shall accrue at such rate after as well as before any judgement.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
3.4.4 Claim all costs and expenses (including legal costs on the basis of a full indemnity) incurred in recovering or attempting to recover payment.
4. DESCRIPTION
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 Customer hereby affirms that it does not in any way rely on any description when entering into the contract.
5. DELIVERY
5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address of the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
5.3 The Customer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Customer must notify the Seller of the damage within 14 days of delivery.
6. RISK
Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it.
7. TITLE
Title in the Goods shall not pass to the Customer until the Seller has been paid in full for the Goods.
8. ACCEPTANCE
8.1 In accordance with the Distance Selling Regulations, the Customer shall be entitled to cancel this Agreement within seven working days after delivery of the Goods. The Customer shall pay to return the Goods to the Seller in good condition. Following receipt of the returned Goods the Seller shall refund the Customer the price of the returned Goods minus the P & P costs.
8.2 Goods that are made to order are not able to be returned unless they are faulty.
8.3 Thereafter, the Customer may return faulty Goods within 28 days of delivery. Otherwise the Customer shall be deemed to have accepted the Goods.
8.4 After acceptance the Customer shall not be entitled to reject Goods but may return faulty Goods for repair within six months after delivery to the Customer.
9. LIABILITY
9.1 Except in respect of fraud or death or personal injury caused by the Seller’s negligence or liability for defective products under The Consumer Protection Act 1987 the entire liability of the Seller in connection to the contract shall not exceed the price of the Goods supplied.
9.2 The Seller shall not be liable pursuant to the contract for any loss of profit or goodwill or from any type of indirect, incidental, special consequential or exemplary loss, damage costs or expenses.
10. LIMITATION OF LIABILITY
10.1 Where any court or arbitrator determines that any part of Clause 9 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Customer but in an amount not exceeding the contract price.
10.2 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.
11. 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.
12. FORCE MAJEURE
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 Goods from the 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.
13 . 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.
14. WAIVER
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.
15. SEVERABILITY
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.
16. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.