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TERMS AND CONDITIONS

DEFINITIONS

In these conditions the following terms shall have the following meanings.

“Company” means Bartell Cottage Furnishings Ltd “Customer” means any person or Company who has placed an order with the Company.

“Contract” means any contract for the sale of Goods by the Company.

“Goods” means any Goods or Services forming the subject of this contract including parts and components of or materials incorporated in them.

“Services” means any work undertaken in fitting or installing the goods.

  1. GENERAL

1.1 All quotations are made and orders accepted subject to the following terms and conditions and no additions to or variations of shall be binding unless agrees in writing by the parties.

1.2 These terms and conditions shall apply to all quotations and orders in precedence over any other printed terms and conditions including any appearing on stationary or correspondence of the customer.

  1. QUOTATIONS

2.1 Quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation.

2.2 The Company reserves the right to amend any quotation caused by accidental errors omissions or by change in circumstances beyond the reasonable control of the Company.

  1. EXISTENCE OF CONTRACT

3.1 No contract shall come into existence until written confirmation has been received by the Company.

4.0 PRICES

4.1 The price seated by the Company in a quotation are exclusive of VAT and other taxes and duties.

4.2 The Company should have the right to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the contract.

  1. PAYMENT

5.1 All invoices are payable within 30 days of the date of the Company’s invoice and in no circumstances shall the Customer be entitled to make any deductions or withhold payment for any reason at all, unless, stated within the Quotation or otherwise agreed between the parties.

5.2 Without prejudice to any other right of the Company if the Customer fails to pay the invoice price by the due days the Customer shall pay interest on any overdue amount from the date of which payment was due to that on which it is made whether before or after judgment on a daily basis at a rate of 4% p.a over the base rate from time to time quoted by Barclays Bank plc and reimburse to the Company costs and expenses (including legal costs) incurred in the collection of any overdue amount.

  1. TITLE

6.1 For the purpose of section 2 is the Sale of Goods and Services Act 1982 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if any Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.

6.2 Notwithstanding the earlier passing of risk title in the Goods (or such detachable part of them as are not permanently fixed to the Customer’s premises) shall remain with the Company and shall not pass the Customer until the amount due under the invoice for them (or all the Goods if part only is subject to this retention of title) (including interest and costs) has been paid in full.

6.3 Until title passes the Customer shall hold the Goods as Bailee for the Company and shall if appropriate store or mark them so they can at all times be identified as the property of the Company.

6.4 The Company may at any time before title passes and without liability to the Customer repossess and dismantle and use or sell all or any Goods and by doing so terminate the Customers right to use, sell or otherwise deal in them.

6.5 The Company or any agents or employees of the Company may enter on to the premises of the Customer for the purpose of removal or inspection of Goods.

6.6 The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

  1. RISK, DELIVERY AND PERFORMANCE

7.1 The Goods are delivered to the Customer when the Company or an agent or employee of the Company either fits installs the Goods as per the order or makes them available to the Customer or any agent or the Customer at the Customer’s premises or other delivery point as agreed by the parties.

7.2 Risk in the Goods passes when they are delivered to the Customer.

7.3 The Company may at its discretion deliver the Goods by installments in any sequence.

7.4 Where the Goods are delivered by installments, no default or failure by the Company in respect of any one or more installments shall vitiate the Contract in respect of the Goods previously delivered or undelivered goods.

7.5 Any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.

7.6 If the Customer fails to take delivery of the Goods or any part of them on the due date and to provide any instructions or documents required to enable the Goods to be delivered on the due date the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice risk in the Goods shall pass to the Customer, delivery of the Goods shall be deemed to have taken place, and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure.

7.7 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

  1. CLAIMS NOTIFICATION

8.1 Any claim for non-delivery of any Goods or for the non-performance of installation shall be notified in writing by the Customer to the Company in ten days of the date on the Company’s invoice.

8.2 Any claim that the Goods have been delivered, damaged, are not of the correct quantity or do not comply with their description or have been incorrectly fitted shall be notified by the Customer to the Company within then days of their delivery.

8.3 Any alleged defect shall be notified by the Customer to the Company in seven days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection in seven days of the defect coming to the Customer attention.

8.4 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company promptly return any Goods the subject of any claim and packing materials securely packed and carriage paid to the Company for examination.

8.5 The Company shall have no liability with regard to any claim in respect of which the Customer has not compiled with the claims procedures in these conditions.

  1. SCOPE OF CONTACT

Under no circumstances shall the Company have any liability of whatever kind for:

9.1 any defects resulting from wear and tear, accident, improper use by the Customer or use by the Company except in accordance with the instructions or advice of the Company or the manufacturer of any goods or neglect or from any instructions or materials provided by the Customer:

9.2 any Goods which have been adjusted, modified or repaired except by the Company:

9.3 the suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company:

9.4 any substitution by the Company of any materials or components not forming part of any specification of the Goods agreed in writing by the Company:

9.5 any descriptions, illustrations, specifications, figures as to performance drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations;

9.6 any technical information recommendations, statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made, or

9.7 any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods and the substituted materials or components are of a quality equal or superior to those originally specified.

  1. EXTENT OF LIABILITY

10.1 The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or supported performance of or failure to perform the Contract expect for death or personal injury resulting from the Company’s negligence and as expressly stated in the conditions below

10.2 if the Customer establishes that any Goods have not been delivered, have been delivered damaged, are of the correct quantity or do not comply with the description the Company shall, at its option, replace with similar Goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.

10.3 If the Customer establishes that any Goods are defective the Company shall, as its option, replace with similar Goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.

10.4 The delivery of any repaired or replacement Goods shall be at the Customer’s premises or other delivery point as specified for the original Goods.

10.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no sell off other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.

10.6 No claim against the Company shall be entertained for any detect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other has been done to the Goods by any person except the Company.

10.7 The Company shall not be liable where any Goods the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier.  Replacements for such lost or damaged Goods will, if available be supplied by the Company at the prices ruling at the date of dispatch.

10.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods.

  1. GENERAL

11.1 The Company may sub-contract the performance of this Contract in whole or part.

11.2 The Customer shall not assign the Contract in whole or in part (without first obtaining the Company’s written consent).

11.3 The Company shall have a lien on all the Customers property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as an agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on twenty-eight day’s notice in writing on the Customer.  On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customers property.

11.4 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsory or voluntarily wound up or the Company bona fide believes that any of those events may occur and incase termination may forfeit any deposit paid.

11.5 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer, the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

11.6 Except for any which is expressly agreed to be included in the Goods all tools, patterns, materials, drawings, specifications and other data  provided by the Company shall remain its property and all technical information, patent able or unpatentable copyright registered designs arising from the execution of any orders shall become the property of the Company.

  1. CANCELLATION

12.1 Orders for any Goods which have to be made especially for the Customer will be charged in full unless

Written notice of cancellation is received not later than eight weeks before the expected delivery date  quoted in the Company’s order acknowledge and manufacture of them or any components for them has not commenced at the date of that notice orders or stock items may be cancelled by written notice at any time before the Goods are allocated to the Contract but if a cancellation notice is received after the Goods have been allocated to the Contact then a packing and handling charge will be payable by the Customer.

  1. FORCE MAJEURE

13.1 The Company shall not be liable for any failure in the performance or any of (his) obligations under this Contract caused by factors outside their control.

  1. LAW AND JURSDICTION

14.1 This document shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts in any other country.

15 NOTICES

15.1 Any notice given under these terms shall be in writing and may be served personally record delivery by telex, facsimile transmission.

15.2 The Company’s address for service of any notice shall be the registered office stated on the notepaper.

15.3 A notice shall be deemed to have been served: if it was served in person, at the time of service, if it was served by post. 45 hours after it was posted, and if it was served by telex or facsimile transmission at the time of transmission.