CRAVEN DUNNILL & CO. LIMITED
TERMS AND CONDITIONS OF SALE
The Customer’s attention is drawn in particular to the provisions of Condition 11 .
INTRODUCTION
This page contains our Terms and Conditions of Sale (Conditions) with you, our Customers. You agree to these Conditions as a condition of visiting our stores, showrooms, and/or our website, and purchasing any Goods from us, as applicable. Each time you order Goods from us whether online, over the phone or in person, that creates a separate Contract between the Company and you concerning the individual order or purchase (a Contract).
ABOUT US AND OUR GOODS
We are CRAVEN DUNNILL & CO. LIMITED (registered in England and Wales with company number 00006028), and our registered office is at Stourbridge Road, Bridgnorth, Shropshire WV15 6AS. You can find more information about us and the Goods that we sell on our website (https://www.cravendunnill.co.uk/), in our catalogue or from our sales staff before you order.
CONSUMER or TRADER?
Depending on your circumstances, you will be either a ‘Consumer’ or a ‘Trader’ for the purposes of these Conditions and when you have dealings with the Company. We don’t give Traders the same rights as Consumers. Where a Condition applies just to a Trader or just to a Consumer, this is clearly stated in the Conditions.
• You will be a Consumer, if you are an individual acting for purposes that are wholly or mainly outside of your trade, business, craft or profession. For example, if you are a homeowner doing your own ‘DIY’ project for your own home, or you employ a tiler to do work on your own home.
• You will be a Trader if you are a person acting for purposes relating to your trade, business, craft or profession, whether acting personally or through another person acting in your name or on your behalf. For example, if you are a tiler or a builder doing work on someone else’s home.
If you are a Consumer. We honour our legal duty to provide you with Goods that are as described to you and that meet all the requirements imposed by law. Your statutory legal rights under the Consumer Rights Act 2015 are summarised below:
• Goods must be as described, fit for purpose and of satisfactory quality.
• During the expected lifespan of your Goods, your legal rights entitle you to the following, provided that such Goods have (a) not been fixed, and (b) not been damaged or made defective after you received them:
o Up to 30 days: if your Goods are faulty, then you can get a refund.
o Up to six months: if your Goods are faulty and can’t be repaired or replaced, then you’re entitled to a refund.
• For any non-bespoke Goods (i.e. Goods that are not made to, or ordered under, a particular Specification) bought online or over the telephone, you have a legal right to change your mind about such Goods and receive a refund of what you have paid, including the original delivery costs. This is subject to some conditions, as set out in Condition 10.4
1. DEFINITIONS:
1.1 The following definitions apply to these Conditions:
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Condition 13.7 .
Company: CRAVEN DUNNILL & CO. LIMITED (registered in England and Wales with company number 00006028), with its registered office at Stourbridge Road, Bridgnorth, Shropshire WV15 6AS.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Company, whether a Trader or a Consumer.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Company’s quotation, or otherwise, whether the order is made over the phone, via the Company website, in person at a store or otherwise.
Specification: any specification for bespoke Goods or special-order Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Company.
Total Cost: has the meaning given in Condition 9.1
1.2 The following rules of interpretation apply to these Conditions:
1.2.1 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to writing or written includes email.
1.2.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2 TERMS OF THE CONTRACT
2.1 Unless other terms and conditions are expressly accepted by the Company by means of a specific written amendment hereto signed by an authorised representative of the Company, the Contract between the Customer and the Company will be subject to these Conditions.
2.2 If you are a Trader, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.
2.3 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.4 The Contract is also subject to the terms and conditions issued by the manufacturer of the Goods and such terms and conditions are available to the Customer on request from the Company.
2.5 A quotation for the Goods given by the Company shall not constitute an offer. Unless stated otherwise, a quotation shall only be valid for a period of 30 calendar days from its date of issue or, if earlier, until the date that it is withdrawn or revised by the Company in writing (for example because of a material change in costs due to factors outside the Company’s control).
2.6 Other than in respect of on premises purchases, the Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.7 Any samples, drawings or advertising produced by the Company and any illustrations, descriptive matter, weights, dimensions or other specifications contained in the Company’s or manufacturer’s websites, catalogues, brochures, price lists or other promotional material (Product Details) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. Whilst the Company will use its reasonable endeavours to ensure the accuracy of such information, they shall not form part of the Contract nor have any contractual force or be regarded as a warranty or representation relating to the Goods. The Company reserves the right to change the specifications of the Goods from those set out in any Product Details without prior notice.
2.8 No employees or agents of the Company are authorised to make any oral representation concerning the Goods and the Customer acknowledges that in entering into the Contract it does not rely on any oral representations which are not confirmed in writing by a duly authorised agent of the Company.
3 GOODS
3.1 The Goods are described in the Company’s catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and other losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company arising out of, or in connection with, the Company’s use of the Specification, including for actual or alleged infringement of a third party’s intellectual property rights. This Condition 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the Specification if reasonably required, including by any applicable statutory or regulatory requirement, and the Company shall notify the Customer in any such event. If such amendments will materially change the nature or quality of the Goods, the Customer may then cancel the Order.
4 DELIVERY
4.1 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in, or permanent inability to, deliver the Goods that is caused by an event, circumstance or cause beyond its reasonable control, or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. In no circumstances will the Company be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods.
4.2 The Company may make delivery of the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.3 The method of delivery of the Goods will be determined in accordance with Condition 4.4 and the price for the Goods is calculated on that basis.
4.4 The delivery requirements for the Goods will be assessed at the time the Order is made. The Customer is responsible for specifying all applicable delivery requirements at the time the Order is made. The Company will, in good faith, use its reasonable endeavours to meet these delivery requirements, however it reserves the right to amend the requirements as it sees fit in its absolute discretion which may result in additional charges or reasonable delays. If any additional charges are incurred due to changes made to the delivery requirements by the Company, the Company will notify the Customer of these as soon as reasonably practicable. The Company shall not be liable for any failure to deliver, or issues with delivery, as a result of inaccurate or incomplete delivery requirements being provided to the Company. If such inaccurate of incomplete delivery requirements result in a failed delivery by the Company, the Company shall be entitled to charge the Customer for redelivery.
4.5 At any time after the Company notifies the Customer that the Goods are ready, the Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
4.5.1 Where delivery of the Goods is made by the Company by pallet, delivery of the Goods is made at the point that the Goods are delivered to the Delivery Location, which will be roadside. The unloading of the delivered Goods shall be the responsibility of the Customer, who shall unload the Goods with all reasonable speed following delivery of the Goods.
4.5.2 Where delivery of the Goods is not made by the Company by pallet, delivery of the Goods is made at the point that the carrier unloads the Goods at the Delivery Location.
4.5.3 Where the Goods are due for collection by the Customer from the Company (or an agent of the Company), then the Company shall hold the Goods for the following periods (each a Collection Period):
(a) three months from the date that the Company notifies the Customer that the Goods are ready where the Customer has paid in full for the Goods; or
(b) six weeks from the date that the Company notifies the Customer that the Goods are ready where the Customer has not paid in full for the Goods.
4.5.4 If the Customer fails to collect the Goods within the applicable Collection Period, then except where such failure or delay is caused by an event, circumstance or cause beyond the Customer’s reasonable control or the Company’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the first working day following the last day of the Collection Period; and
(b) the Company shall store the Goods until they are collected by the Customer and may charge the Customer for all related costs and expenses (including insurance).
4.6 Unless the Customer is a Consumer, no claim for damaged or deficient Goods, shortages or non-delivery will be considered unless the Company is advised in writing within seven days of delivery of the Goods. In the absence of such advice the Customer will be deemed to have accepted the Goods. Any claim for damage, shortages or non-delivery shall also be notified to any carriers by the Customer in the manner, and within the appropriate time limit, prescribed by such carriers’ terms and conditions.
4.7 In no event shall the Customer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Customer to reject them.
4.8 In the normal course, Goods are not supplied on sale or return, and will not be accepted back or exchanged by the Company. The Company may (in its absolute discretion and without prejudice to the forgoing) accept the return of Goods sold to the Customer, provided:
4.8.1 such Goods are returned in good condition, in full cartons and properly packaged to the satisfaction of the Company within 30 days of their delivery by the Company from the Company’s factory or warehouse; and
4.8.2 the Customer has made a payment to the Company of a restocking charge of 20% of the Total Cost of the Goods returned (subject to a minimum restocking charge of £10).
4.9 The Company will use its reasonable endeavours to supply the exact quantity of Goods ordered, but reserves the right at all times to supply and charge the Customer for, the minimum number of full cartons of Goods needed to fulfil the Order. The Company shall make a pro rata adjustment to any applicable invoice for the Goods to cover such additional Goods.
4.10 The Company reserves the right to make any changes in the specification of the Goods necessary to ensure that the Goods are compliant with any applicable legal requirements, including health and safety requirements.
5 GUARANTEE AND EXCLUSIONS
5.1 If you are a Trader, the Company warrants that on delivery, and for a period of 6 months from the date of delivery, provided that such Goods have (a) been installed correctly and (b) not been damaged or made defective after delivery, the Goods shall:
5.1.1 conform in all material respects with their description (and any relevant Specification);
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.3 be fit for any purpose held out by the Company,
subject to the provisions of Conditions 5.3 and 5.4 below.
5.2 If Good are manufactured by a third-party manufacturer, the Company will use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by such manufacturer of the Goods (such successfully transferred warranty or guarantee, being a Manufacturer’s Guarantee), subject to the provisions of Conditions 5.3 and 5.4 below.
5.3 Subject at all times to the limitations in Condition 5.4 below, if:
5.3.1 the Customer gives notice in writing to the Company, during the warranty period stated in Condition 5.1 or the warranty period of the Manufacturer’s Guarantee, and within a reasonable time of discovery that some or all of the Goods do not comply with such warranty or guarantee; and
5.3.2 the Company is given a reasonable opportunity to examine such Goods; and
5.3.3 the Customer (if asked to do so by the Company) returns such Goods to the Company,
then the Company shall, at its option, repair or replace the defective Goods. Any Goods replaced in accordance with this Condition will belong to the Company and any repaired or replacement Goods will be guaranteed for the unexpired portion of the applicable warranty or guarantee.
5.4 In no event shall the Company be liable to the Customer:
5.4.1 for crazing, or staining of Goods caused by coloured grouts;
5.4.2 for shade variation to which the Goods (especially the decorative effects of those Goods which are decorative wall or floor tiles) are inherently subject;
5.4.3 for any defect that arises because the Customer failed to follow the Company’s oral or written instructions, or (if applicable) the manufacturers guidelines, as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.4.4 for any defect that arises as a result of the Company following any drawing, design or specification supplied by the Customer;
5.4.5 if the Customer alters or repairs such Goods without the written consent of the Company, or the Goods have been subjected to misuse or unauthorised repair;
5.4.6 if the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
5.4.7 if the Customer is in breach of this Contract or any other contract with the Company in respect of the Goods;
5.4.8 if the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
5.4.9 if the Customer makes any further use of such Goods after giving notice to the Company of a defect in accordance with Condition 5.3.1.
5.5 The Customer acknowledges that:
5.5.1 it is the Customer’s responsibility to check that Goods which are tiles have a blend of shade acceptable to the Customer before such Goods are fixed;
5.5.2 it is the Customer’s (including any tradesperson engaged by the Customer) responsibility to check that the Goods are of satisfactory quality, fit for purpose and as described before such Goods are fixed; and
5.5.3 the Company shall not be liable for any breach of these Conditions, for a claim under a Manufacturer’s Guarantee (whether pursuant to Condition 5.3 or otherwise) or for breach of any applicable law (including, in the case of Consumers, pursuant to their statutory rights), once Goods are fixed. By fixing the Goods (either yourself, or using a tradesperson), you acknowledge that they are of satisfactory quality, fit for purpose and as described.
5.6 The provisions of this Condition 5 do not affect your legal rights if you are a Consumer.
6 TITLE AND RISK
6.1 Notwithstanding any other Condition, risk in the Goods shall pass to the Customer:
6.1.1 where Condition 4.5.1 applies, immediately prior to when the Customer (or its agent) begins the unloading of the Goods; or
6.1.2 where Condition 4.5.2 applies, when the Goods are delivered to the Customer or its agent; or
6.1.3 where the Goods are purchased on premises, including from a Company showroom or third-party retailer, on the earlier of (a) payment by the Customer for the Goods, and (b) the Customer leaving the premises with the Goods.
6.1.4 where Condition 4.5.3 applies, at the time when delivery is deemed to have taken place in accordance with Condition 4.5.4(a).
6.2 Title (both legal and equitable) in the Goods shall not pass to the Customer until the earlier of:
6.2.1 the moment that the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the moment that the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 6.4 .
6.3 Traders (other than wholesalers) may only use the Goods for the benefit of their own customers as end users, not for onward sale, and hereby agree not to re-sell any Goods.
6.4 Subject to Conditions 6.3 and 6.5 , the Customer may resell or use the Goods in the ordinary course of its business pursuant to a bona fide and arms-length agreement (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as the Company’s agent; and
6.4.2 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
6.5 Subject to Conditions 6.3 , at any time before title to the Goods passes to the Customer:
6.5.1 the Company may, by notice in writing, terminate the Customer’s right under Condition 6.4 to resell the Goods or use them in the ordinary course of its business;
6.5.2 the Company may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them;
6.5.3 the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
6.5.4 the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.5.5 the Customer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.5.6 the Customer shall notify the Company immediately if it becomes subject to any of the events listed in Conditions 12.1.2 to 12.1.5 (inclusive); and
6.5.7 the Customer shall give the Company such information as the Company may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.
6.6 Where the Company is unable to determine whether any goods held by the Customer are the Goods, the Customer shall be deemed to have sold all the Goods in the applicable Order unless the Customer can prove otherwise.
6.7 At any time after payment for the Goods has become due, the Company may take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit and remove them) and any display units provided to the Customer, and the Customer shall be deemed to have granted irrevocable authority to the Company, its employees or agents to enter the Customer’s premises or other premises where the Goods or display units are located to take possession of the Goods and/or display units and (if necessary) to dismantle the Goods and / or display units from anything to which they are attached.
6.8 If, prior to the expiry of seven days from the date when the Company has taken possession of the goods pursuant to Condition 6.7 the Customer pays all sums then due or owing to the Company together with the costs of re-taking possession of the Goods, the Company will re-deliver the Goods to the Customer at the Customer’s expense. If, within such seven-day period, the Customer fails to pay all sums then due or owing to the Company, the Company may re-sell the Goods and shall pay to the Customer the balance of any sums received upon the re-sale of the Goods (after deducting all sums due or owing from the Customer to the Company, and all costs incurred including the costs of taking possession of, and re-selling, the Goods). If the sums so received by the Company are less than the aggregate of all sums due or owing from the Customer and the costs incurred by the Company, then the Customer shall pay such shortfall to the Company on demand.
6.9 Nothing in this Contract or any re-sale contract entered into by the Customer will constitute the Customer the agent of the Company in respect of any re-sale of the Goods by the Customer, so as to confer upon a third-party rights against the Company.
6.10 For the avoidance of doubt, no title (whether legal or equitable) in any display units provided to the Customer by the Company shall pass to the Customer, and the Customer shall be responsible for (and liable to the Company for any damage to) any display units in its possession.
7 LIEN AND RIGHT OF RE-SALE
7.1 Without prejudice to any other right or remedy available to it, the Company shall have a general lien on all Goods (whether or not the property of the Customer) in the possession of the Customer (for whatever purpose and whether worked upon or not) in respect of all unpaid debts owed by the Customer. The Company shall be entitled, on the expiration of not less than 14 days’ notice in writing to the Customer, to dispose of such Goods and to apply the proceeds of sale towards the satisfaction of such debts.
7.2 If the Customer defaults in accepting delivery of or paying for the Goods, the Company reserves the right to re-sell some or all of the Goods to a third party without giving notice to the Customer, and to charge the Customer for any shortfall to the amount owed.
8 PRICE
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
8.2 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods above the price stated in the Order to reflect any increase in the cost of the Goods that is due to:
8.2.1 any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
8.3 The price of the Goods:
8.3.1 excludes amounts in respect of VAT, which the Customer shall pay in addition at the prevailing rate (which shall NOT be subject to any discount); and
8.3.2 excludes any applicable costs and charges of packaging, insurance and transport / delivery of the Goods, which shall be itemised separately and invoiced to the Customer.
9 PAYMENT
9.1 Subject to the remainder of this Condition, and unless otherwise agreed in writing with the Customer, the total amount payable for the Goods (including any costs and charges of packaging, insurance and transport of the Goods and applicable VAT) (the Total Cost) is due and payable at the point at which the Contract comes into existence in accordance with Condition 2.6 , and the Company will not release the Goods unless payment of the Total Cost in full has been made.
9.2 If the Company has granted in writing credit facilities to the Customer, then the sub-Conditions in the remainder of this Condition 9.2 shall apply to the grant of such credit facilities. Even if no credit facilities have been granted to the Customer, the Company may nevertheless, in its absolute discretion, use or enforce the sub-Conditions in the remainder of this Condition 9.2 respect of the Contract.
9.2.1 All invoices issued by the Company will be dated with the date the Goods are despatched from the Company’s or its agents’ factory or warehouse.
9.2.2 The Customer shall pay each invoice submitted by the Company:
(a) by the end of the calendar month following the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Company at the Company’s offices in Bridgnorth,
and time shall be of the essence for payment for the purposes of the Contract.
9.2.3 If the Customer fails to make a payment due to the Company under the Contract by the due date then, without limiting the Company’s remedies under Condition 12 , the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 9.2.3 will accrue each day at 4% a year above National Westminster Bank Plc base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.2.4 If the Customer fails to comply with any of the terms of payment or any credit facilities agreed with the Company, such facilities may be withdrawn without notice and all outstanding sums will then be due and payable forthwith together with any applicable interest chargeable thereon.
9.2.5 Notwithstanding any Condition allowing the Customer credit, payment shall become due and payable to the Company immediately upon the termination of the Contract.
9.2.6 Where the Customer fails to make any payment to the Company when due, or is otherwise in breach of any Condition of this Contract or any other contract with the Company, then the Company may, without notice or any liability to the Customer, postpone or refuse delivery of some or all of the Goods, or terminate the Contract or any other contract between the Company and the Customer. Such action shall be without prejudice to any other right or remedy which the Company may have against the Customer in respect of such default.
9.2.7 The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of outstanding invoices for Goods or credit accounts in respect of such Goods as the Company may determine in its absolute discretion, notwithstanding any purported allocation to the contrary by the Customer.
9.3 If you are a Trader, all amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10 CANCELLATION
10.1 If the Customer cancels, extends or delays or purports to cancel, extend or delay the Contract or part thereof, or fails to take delivery of any Goods at the time agreed (if any) or if no time for delivery is agreed within a reasonable time, then (without prejudice to any other rights of the Company) the Customer shall indemnify and keep indemnified the Company against any resulting loss, damage or expense incurred by the Company in connection with the supply or non-supply of the Goods including the cost of any material, plant or tools used or intended to be used therefor and the cost of labour and other overheads including a percentage in respect of profit, and the costs of storage, additional insurance and any double handling charges.
10.2 Without prejudice to Condition 10.1, if the Customer cancels or purports to cancel the Contract or part thereof, the Company reserves the right to complete the delivery of Goods which have already been despatched, are ready for despatch or in the process of manufacture, and the Total Cost for such Goods shall remain payable by the Customer.
10.3 If the Company is unable (whether temporarily or permanently) to procure any services, goods or materials necessary to enable it to supply the Goods, or if the supply or delivery of the Goods is prevented or hindered by an event, circumstance or cause beyond the Company’s reasonable control, the Company may cancel the Contract by notice in writing to the Customer so far as it relates to Goods not then supplied or work not then done, and the Customer shall not be charged for such Goods (but, for the avoidance of doubt, shall remain liable for the Total Cost of any Goods delivered prior to the date of such cancellation. The Company shall have no liability to the Customer for any losses whatsoever arising out of such cancellation.
10.4 The provisions of this Condition 10 do not affect your legal rights if you are a Consumer and have purchased Goods online or over the telephone. In such cases, the following terms apply:
10.4.1 Provided that the Customer (being a Consumer) has served notice on the Company within 14 days of the date that the Goods are delivered, the Customer shall be entitled to a refund of the Total Cost (excluding any amounts extra paid for express delivery or delivery at a particular time), although will be required to pay any costs of return.
10.4.2 Notice should be served by contacting our customer services team.
10.4.3 This right to change your mind does not apply to:
(a) any services, once these have been completed;
(b) Goods that are made to your Specifications; or
(c) Goods which become mixed inseparably with other items after their delivery.
10.4.4 You are required to return all the Goods, at your own cost and in their original packaging, within 14 days of notifying us that you have changed your mind.
10.4.5 Any refund will be reduced if you have used or damaged the Goods (or the packaging), to reflect the reduced value of the Goods as a result.
11 LIMITATION OF LIABILITY
11.1 The restrictions on liability in this Condition 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
11.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.2.2 fraud or fraudulent misrepresentation;
11.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.2.4 defective products under the Consumer Protection Act 1987.
11.3 The Company’s (including its employees, agents and sub-contractors) total liability to a Customer who is a Trader shall not exceed the Total Cost.
11.4 If you are a Consumer, the following types of loss are wholly excluded: unexpected or unforeseeable losses, those caused by a delaying event outside of the Company’s control, losses that were avoidable by the Customer taking reasonable action and any loss the Customer suffers in connection with their trade, business, craft or profession (which is subject to Condition 11.5 ).
11.5 If you are a Trader, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.
11.6 If you are a Trader, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.7 This Condition 11 shall survive termination of the Contract.
12 TERMINATION
12.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:
12.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of being notified in writing to do so;
12.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
12.1.3 the Customer, being an individual, dies or is declared bankrupt;
12.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.5 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Without limiting its other rights or remedies, the Company may:
12.2.1 suspend provision of the Goods under the Contract or any other contract between the Customer and the Company; and/or
12.2.2 terminate the Contract with immediate effect by giving written notice to the Customer,
if the Customer becomes subject to any of the events listed in Conditions 12.1.2 to 12.1.5, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3 On termination of the Contract for any reason, the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12.6 On termination of the Contract, a Customer who is a Trader shall return to the Company all Company property which is in the Customer’s possession, custody or control as at the date of such termination, including written documents and other things on loan or issued for free by the Company to the Customer.
12.7 The provisions of this Condition 12 do not affect your legal rights if you are a Consumer.
13 GENERAL
13.1 Force Majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event, circumstance or cause beyond that party’s reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for one month, either party may terminate the Contract by giving seven days’ written notice to the affected party.
13.2 Assignment and other dealings.
13.2.1 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
13.3 Entire agreement. If you are a Trader, the Contract and these Conditions constitute the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4 Intellectual Property Rights.
13.4.1 The intellectual property rights (including copyright, rights related to copyright such as moral rights, patents, rights in inventions, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, domain names, business names, rights in computer software, database rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature) in or to the Company’s website, Goods and material (for example artwork, photographic work) displayed in the Company’s stores and/or on its website and/or social media accounts is owned by the Company or licenced from a third party.
13.4.2 Such intellectual property rights may not be used, modified, copied, stored or shared by the Customer or by anyone on the Customer’s behalf, except with the prior written permission of the Company.
13.5 Waiver.
13.5.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Condition 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Variation. The Company may revise these Conditions from time to time. Each Order shall be subject to the Conditions in effect at the date of such Order. These Conditions were most recently updated on the date stated at the end of these Conditions.
13.8 Notice. Unless otherwise stated, any notice required or permitted to be given by the Company or the Customer under the Contract shall be in writing addressed to the other party at:
13.8.1 in the case of the Customer, its last known business address; and
13.8.2 in the case of the Company, the Company’s offices in Bridgnorth,
or such other address, including email address, expressly notified to the other party in writing. This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.11 Jurisdiction.
13.11.1 Subject to Condition 13.11.2, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
13.11.2 If you are a Consumer then, wherever you live, you can bring claims against the Company in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against the Company in the courts of the country in which you live. If you are a Consumer, then the Company can claim against you in the courts of the country in which you live.
Last updated August 2023