STORE POLICY
Disclaimer
Framecraft has taken every care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at time of publishing and all products have been fairly described. All prices are displayed inclusive of VAT. Packaging may vary from that shown. The weights, dimensions and capacities given are approximate only. We have made every effort to display as accurately as possible the colours of our products that appear on the website. However, as the actual colours you see will depend on your monitor, we cannot guarantee that your monitor's display of any colour will accurately reflect the colour of the product on delivery.
Except as expressly stated in this Disclaimer all warranties as to the accuracy of the information contained in any of the materials on this website, whether express or implied by law, custom or otherwise are hereby excluded to the fullest extent permissible by law.
Framecraft does not warrant that the functions contained in the material of this website will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses. Framecraft shall not be liable to any person for any loss or damage which may arise to computer equipment as a result of using this website.
Framecraft shall not be liable to any person for any loss or damage which may arise from the use of any of the information contained in any of the materials on this website.
Framecraft has placed links on this website to other websites we think you may want to visit. Framecraft does not vet these websites and does not have any control over their contents. Framecraft cannot accept any liability in respect of the use of these websites.
FRAMECRAFT BATH LIMITED (“THE COMPANY”)
Terms and Conditions
1 INTERPRETATION
1.1
“Company”
means Framecraft Bath Limited (Company Number 5661678) whose registered office is at 3 Green Park Station, Bath, BA1 1JB. Also trading as Aristscolour.com and Worldaperture.com;
“Contract”
means the Terms, the Order Form and any other document where expressly incorporated for the sale and supply of Goods by the Company on the Website;
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“Customer”
means the person named on the Order Form for whom the Company has agreed to sell and/or supply the Goods in accordance with these Terms;
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“Delivery Charge”
means the costs of delivery as detailed on the Website. Any additional costs will be notified to the Customer by email at the time of order, or if the order is by telephone then any additional delivery costs will be advised of at the time the order is made;
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“Delivery Date”
means the date specified by the Company when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later;
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“Delivery Destination”
means the location specified in the Contract for the delivery of the Goods ordered by the Customer;
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“Goods”
means the items on the Website which the Customer agrees to purchase from the Company from time to time;
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“Intellectual Property Rights”
means all or any of, and in relation to all and any of the countries of the world: trade and service marks, trade names, patents, know-how (being confidential technical and other information or experience or trade secrets devised developed or acquired by or for the party), copyright in any written, artistic, photographic, cinematic, film, televisual, multimedia or video material, plans, designs, models, sets, mouldings, patterns, software programs, website or work (whether or not wholly or partly in machine readable form), and designs whether or not registered or protected by copyright;
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“Order Form”
means the form on the Websites; and
“Website”
Means www.framecraftonline.com, www.artistscolour.com and www.worldaperture.com.
2 APPLICATION
These Terms shall apply to the Contract to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may want to apply including but not limited to those proposed in any drawings, specifications or descriptions provided by the Customer.
3 ACCEPTANCE
3.1 Quotations issued by the Company to the Customer shall not constitute an offer by the Company to supply the Goods referred to in this Contract.
3.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Terms. Such orders shall not be deemed to have been accepted by the Company until the Company confirms in writing by email its acceptance of the Customers’ order. Each order when accepted constitutes a separate contract.
3.3 The Goods shall be subject to availability and we will inform you as soon as possible if the goods you have ordered are not available by emailing you or by telephone.
3.4 The Company reserves the right to refuse to supply a Customer at any time for any reason.
4 PRICES
4.1 All prices quoted on the Website for the purchase of the Goods are inclusive of Value Added Tax and any other applicable taxes (unless otherwise stated), for which the Customer shall be additionally liable at the applicable rate from time to time.
4.2 The prices contained in any quote shall remain firm for the period specified in the quotation or for such other period as may be notified by the Company to the Customer in writing.
4.3 All prices shall be fixed at the date of the Contract and will only subsequently be varied if:
4.3.1 there has been after the date of such Contract an increase in the cost to the Company of goods, raw materials or labour; or
4.3.2 there has been a manifest error in or omission from such prices.
4.4 If prices are varied after a contract has become binding, the Company shall give the Customer seven days written notice of such variation (“the Notice”) and on receipt of the Notice the Customer may cancel his order. In a case where Goods are to be delivered or supplied in instalments the Customer may cancel only that part of the order which relates to Goods the manufacture of which has not yet commenced. If the order is not cancelled the Customer shall be bound to pay the increased or varied price in respect of the Goods delivered or supplied after the Notice is received. To be effective, cancellations must be in writing and must be received by the Company within seven days of the date of the Notice.
5 DELIVERY
5.1 Any dates given for the delivery of the Goods are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times the Company shall not be liable for any delay or any loss suffered as a result of such delay in delivery of the Goods howsoever caused.
5.2 In the event the Goods are to be delivered by the Company, Delivery shall take place by such method as the Company may in its absolute discretion decide to the Delivery Destination on or as close to the Delivery Date as is reasonably practicable in all the circumstances.
5.3 The Customer shall pay the Delivery Charge in accordance with Clause 7.1.
5.4 Delivery of the Goods shall be deemed to have taken place when they have been delivered to the Delivery Destination and a signature on behalf of the Customer has been received in respect of the Goods.
5.5 If, for any reason the Customer is unable to accept delivery of the Goods when the Goods are due and ready for delivery then the Company may in its absolute discretion arrange the storage of the Goods and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Company’s rights in relation to a failure by the Customer to take delivery of the Goods or pay for them in accordance with these Terms.
6 CANCELLATION
6.1 The Customer may cancel the order within 10 days of receipt of the Goods. If the order is cancelled within this period the Customer must return the Goods to the Company immediately at the Customer’s own cost. If any of the returned Goods have been damaged or used the Company may at its discretion still charge the full purchase price.
6.2 The packaging of the Goods may be opened but the Goods should not be used. The Goods should be in a resaleable condition. If collection of the Goods is required, the Company may charge the Customer the cost of collection of which the Customer will be notified at time of cancellation.
7 RISK AND RETENTION OF TITLE
7.1 Risk in the Goods supplied by the Company shall pass to the Customer:
7.1.1 when the Goods leave the Company’s premises; or
7.1.2 if the goods are to be collected by the Customer, when the same shall have been collected by the Customer or upon the expiry of seven days from the Company’s written notice to the Customer that the Goods are ready for collection, whichever is the earlier.
For the avoidance of doubt goods in transit shall be at the Customer’s risk.
7.2 Notwithstanding that delivery may have taken place and/or risk in the Goods may have passed to the Customer, title to the Goods shall not pass to the Customer until such time as the Company has received cleared funds for full payment of the price of the Goods and all other goods agreed to be sold and supplied to the Customer by the Company for which payment is then due.
8 PAYMENT
8.1 The Customer shall make payment by credit or debit card immediately (together with any applicable Value Added Tax, Delivery Charge and without any set-off or other deduction) upon placement of the order for the Goods on the Website.
8.2 The Company reserves the right to vary the terms of payment for export sales. Time for payment shall be of the essence.
8.3 If the Customer fails to pay the Company then in addition to all other remedies available to it and without limiting the generality of the foregoing the Company may:
8.3.1 suspend all further deliveries or supplies until payment is made in full;
8.3.2 cancel the order and subsequent orders insofar as goods remain to be delivered or supplied thereunder;
8.3.3 charge interest at the rate of 4% over the base lending rate from time to time of Barclays Bank plc on all sums outstanding and owing by the Customer to the Company from and including the date when the same fell to be paid up to and including the date of payment.
8.4 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deduction to withhold payment of any amount due to the Company without the Company's prior written consent.
9 QUALITY
9.1 The Company shall provide and maintain a quality control and inspection system which is adequate to ensure in normal circumstances that the Goods are of marketable quality.
10 DEFECTIVE GOODS
10.1 The Company will use all reasonable endeavours to ensure that all goods will conform to the written specification(s) (if any) provided by the Customer or referred to in the Contract and that the Goods will be free from material defects and suitable (if notified in writing by the Customer to the Company at the time of placing of the order) for the intended purpose for which such Goods are to be used.
10.2 If within 10 days of receipt by the Customer of the Goods the Customer shall give written notice to the Company specifying:
10.2.1 that there is a defect or fault in the materials from which the Goods are made or in the manufacture of the Goods; or
10.2.2 that the Goods do not comply in some material respect with any description provided by the Company to the Customer; or
10.2.3 the Goods do not comply with the Customer’s drawings, specifications or description provided to the Company with the relevant order including in each case details of the defect or non compliance.
Then at its absolute discretion the Company will either exchange or repair any such Goods provided always that the Company’s liability so to do shall not extend to any defect or fault in such Goods which arises from damage sustained in transit or by reason of mishandling or arises by reason of Goods being used for any purpose other than those for which they are intended or otherwise than in accordance with the Company’s advice or by reason of Goods having been wrongly installed by the Customer or stored in improper conditions.
11 WARRANTIES AND LIABILITY
11.1 Except as expressly stated in this Contract all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.
11.2 The Company shall not be liable to the Customer for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of the Customer’s.
11.3 The Company shall be under no liability:
11.3.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
11.3.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods carried out without the Company’s prior written approval; or
11.3.3 if the total price for the Goods has not been paid by the due date for payment.
11.4 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by the Company’s negligence, or that of it’s servants, agents or otherwise) including, but not limited to, claims against the Customer from third parties even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the loss, which arose out of or in connection with the provision of the Goods (including any delay in the providing or failure to provide the Goods) or their use by the Customer.
11.5 The Company’s entire liability under or in connection with the Contract shall be limited solely to the value of the Goods under that Contract.
11.6 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, interruption in performing or any failure to perform, any of the Company’s obligations on relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.
11.7 Any claim by the Customer which is based on any failure, delay or interruption by the Company in providing the Goods adequately or in accordance with the Contract shall be notified to the Company in writing within seven days from the failure, delay or interruption. If the Customer does not notify the Company accordingly, the Company shall have no liability for such breach, and the Customer shall be bound to pay the Company’s invoice(s) as if the Goods had been provided in accordance with the Contract.
12 CARRIAGE
Goods are sent at the Customer’s risk by the Company’s nominated carrier and carriage will be payable in relation thereto. If special delivery arrangements are requested by the Customer they must be notified to the Company in writing within sufficient time to enable delivery to be made in accordance with the terms of the order.
13 PACKING
13.1 Goods will be packed in accordance with the Company’s normal practice from time to time prevailing but the Company reserves the right to alter the method of packing in respect of individual orders. Specific packing requested by the Customer will be charged in addition to normal rates.
13.2 The Company will not be liable for any loss or damage to any Goods containing glass.
14 EXPORT TERMS
The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
15 INTELLECTUAL PROPERTY RIGHTS
15.1 Except as expressly set out in this Contract, this Contract does not assign, nor does it constitute an agreement to assign, any Intellectual Property Rights of either party or the Company’s suppliers or licensors existing at the date the Contract is entered into.
15.2 The Customer shall not use the Company’s Intellectual Property Rights except as expressly permitted in writing by the Company and only to the extent necessary and for the sole purpose of fulfilling the Customers obligations under this Contract.
15.3 The Customer shall not do anything which may impair the Company’s rights, title and interest in and to any of the Company’s Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to the Company.
15.4 All Intellectual Property Rights in the Website are owned by or licensed to the Company. Any use of the Website or its contents including copying or storing the Website or its contents in whole or in part, other than for the Customer’s own personal, non-commercial use is prohibited without the permission of the Company.
15.5 The Customer may not modify, distribute or re-post something on the Website for any purpose.
16 WEBSITE USERS OUTSIDE OF THE UK
16.1 Unless otherwise specified, the Goods on the website are displayed solely for the purposes of promoting the Company’s products and services available in the United Kingdom and the Company makes no representation that any products or services referred to in the materials on the Website are appropriate for use in or available for delivery to other locations outside of the UK. Customers who access the sites from locations outside the UK are responsible for compliance with local laws if and to the extent local laws are applicable.
17 PASSWORD SECURITY
17.1 The Customer shall be responsible for maintaining the confidentiality of their password and account and any activities that occur under their account. The Company shall not be liable to any person for any loss or damage which may arise as a result of any failure by them to protect their password or account.
18 DIGITAL PHOTOGRAPHS
18.1 The Company recommend that before uploading digital images to the Website a copy of the digital photographs are retained by the Customer to use in the unlikely event of the images being lost or corrupted. The Customer should always retain copies of all images uploaded.
18.2 The Customer warrants that they will not use any of the photo printing services for any fraudulent or illegal purpose and that they will not submit any image that:
18.2.1 is unlawful, pornographic, indecent, defamatory, offensive, obscene, otherwise objectionable or harmful to (or which depicts harming) children in any way; or
18.2.2 would constitute, assist or encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law; or
18.2.3 infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; or
18.2.4 use the service to transmit or invite access to any images described in paragraphs 18.2.1 to 18.2.4 above.
and the Customer shall accept and undertake that it will be liable for any action taken against the Company in relation to such activities and will fully indemnify the Company against all actions, claims, demands or costs which may arise as a result.
18.4 The Company reserves the right to decline to print or return any image.
18.5 The Customer warrants that it is the owner of the copyright in any material that is sent to the Company for reproduction.
19 FORCE MAJEURE
19.1 The Company shall not be liable to the Customer to the extent that fulfilment of its obligations to the Customer has been prevented, hindered or delayed by Force Majeure.
19.2 For the purposes of this Clause Force Majeure shall mean any circumstance beyond the control of the Company and shall include (without restricting the generality of the foregoing):
19.2.1 riots, civil commotions, war, rebellion, national or international emergency, strike, lockouts or other labour disputes;
19.2.2 destruction or damage due to natural causes, floods, fires, explosions, or breakdown of machinery;
19.2.3 any order of a local, national or international authority;
19.2.4 shortage of labour, equipment, materials or supplies.
20 DEFAULT AND INSOLVENCY
20.1 If the Customer:
20.1.1 defaults in due performance or observance of any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within thirty days of receipt of notice so to do; or
20.1.2 is made bankrupt, has a voluntary agreement approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the Customers' assets or an undertaking or a resolution or petition to wind up the Customer is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or any other steps analogous thereto are taken
or the Company reasonably apprehends that any of these is likely to occur, then the Company may without notice:
20.1.3 suspend or determine the Contract or any unfulfilled part thereof; and
20.1.4 stop any goods in transit; and
20.1.5 recover any goods from the Customer’s premises for which payment has not been made in full without prejudice to any other right or remedy which the Company may lawfully enforce or exercise.
21 APPLICABLE LAW
English law shall apply to this Contract and the parties agree to submit to the exclusive jurisdiction of the English Courts.
22 NOTICES
A notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by hand or sent by first class post, registered post or recorded delivery and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices delivered by hand will be deemed received when so delivered. Notices sent by post will be deemed received on the second day after posting.
23 HEADINGS
The headings in these Terms are for convenience only and shall not affect their interpretation.
24 GENERAL
24.1 Any failure or delay by the Company in exercising any of its rights under the Contract shall not be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver in connection with this Contract shall, in any event, be effective unless it is in writing, is signed by or on the Company’s behalf and is communicated to the Customer.
24.2 The parties intend each provision of this Contract to be severable and distinct from the others. If any provision of these Terms is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of these Terms and the reminder of the provision in question shall not be affected.
24.3 The Company may assign, sub-contract, sub-licence or otherwise transfer this Contract or any part of it to any third party at its absolute discretion. The Customer shall not assign, sub-licence, sub-contract or otherwise transfer this Contract or any of its rights or obligations under it to any third party.
24.4 The rights and remedies of the parties in connection with this Contract are cumulative and, except as expressly stated in this Contract, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Contract (or at law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.
24.5 A person who is not a party to this Contract shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
24.6 In the event and to the extent of any conflict between these Terms and the Order Form or other documentation, then these Terms will take precedence.
24.7 No variation of this Contract shall be effective unless it is in writing and is signed by or on behalf of each of the parties.
Disclaimer
Framecraft has taken every care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at time of publishing and all products have been fairly described. All prices are displayed inclusive of VAT. Packaging may vary from that shown. The weights, dimensions and capacities given are approximate only. We have made every effort to display as accurately as possible the colours of our products that appear on the website. However, as the actual colours you see will depend on your monitor, we cannot guarantee that your monitor's display of any colour will accurately reflect the colour of the product on delivery.
Except as expressly stated in this Disclaimer all warranties as to the accuracy of the information contained in any of the materials on this website, whether express or implied by law, custom or otherwise are hereby excluded to the fullest extent permissible by law.
Framecraft does not warrant that the functions contained in the material of this website will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses. Framecraft shall not be liable to any person for any loss or damage which may arise to computer equipment as a result of using this website.
Framecraft shall not be liable to any person for any loss or damage which may arise from the use of any of the information contained in any of the materials on this website.
Framecraft has placed links on this website to other websites we think you may want to visit. Framecraft does not vet these websites and does not have any control over their contents. Framecraft cannot accept any liability in respect of the use of these websites.
FRAMECRAFT BATH LIMITED (“THE COMPANY”)
Terms and Conditions
1 INTERPRETATION
1.1
“Company”
means Framecraft Bath Limited (Company Number 5661678) whose registered office is at 3 Green Park Station, Bath, BA1 1JB. Also trading as Aristscolour.com and Worldaperture.com;
“Contract”
means the Terms, the Order Form and any other document where expressly incorporated for the sale and supply of Goods by the Company on the Website;
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“Customer”
means the person named on the Order Form for whom the Company has agreed to sell and/or supply the Goods in accordance with these Terms;
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“Delivery Charge”
means the costs of delivery as detailed on the Website. Any additional costs will be notified to the Customer by email at the time of order, or if the order is by telephone then any additional delivery costs will be advised of at the time the order is made;
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“Delivery Date”
means the date specified by the Company when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later;
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“Delivery Destination”
means the location specified in the Contract for the delivery of the Goods ordered by the Customer;
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“Goods”
means the items on the Website which the Customer agrees to purchase from the Company from time to time;
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“Intellectual Property Rights”
means all or any of, and in relation to all and any of the countries of the world: trade and service marks, trade names, patents, know-how (being confidential technical and other information or experience or trade secrets devised developed or acquired by or for the party), copyright in any written, artistic, photographic, cinematic, film, televisual, multimedia or video material, plans, designs, models, sets, mouldings, patterns, software programs, website or work (whether or not wholly or partly in machine readable form), and designs whether or not registered or protected by copyright;
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“Order Form”
means the form on the Websites; and
“Website”
Means www.framecraftonline.com, www.artistscolour.com and www.worldaperture.com.
2 APPLICATION
These Terms shall apply to the Contract to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may want to apply including but not limited to those proposed in any drawings, specifications or descriptions provided by the Customer.
3 ACCEPTANCE
3.1 Quotations issued by the Company to the Customer shall not constitute an offer by the Company to supply the Goods referred to in this Contract.
3.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Terms. Such orders shall not be deemed to have been accepted by the Company until the Company confirms in writing by email its acceptance of the Customers’ order. Each order when accepted constitutes a separate contract.
3.3 The Goods shall be subject to availability and we will inform you as soon as possible if the goods you have ordered are not available by emailing you or by telephone.
3.4 The Company reserves the right to refuse to supply a Customer at any time for any reason.
4 PRICES
4.1 All prices quoted on the Website for the purchase of the Goods are inclusive of Value Added Tax and any other applicable taxes (unless otherwise stated), for which the Customer shall be additionally liable at the applicable rate from time to time.
4.2 The prices contained in any quote shall remain firm for the period specified in the quotation or for such other period as may be notified by the Company to the Customer in writing.
4.3 All prices shall be fixed at the date of the Contract and will only subsequently be varied if:
4.3.1 there has been after the date of such Contract an increase in the cost to the Company of goods, raw materials or labour; or
4.3.2 there has been a manifest error in or omission from such prices.
4.4 If prices are varied after a contract has become binding, the Company shall give the Customer seven days written notice of such variation (“the Notice”) and on receipt of the Notice the Customer may cancel his order. In a case where Goods are to be delivered or supplied in instalments the Customer may cancel only that part of the order which relates to Goods the manufacture of which has not yet commenced. If the order is not cancelled the Customer shall be bound to pay the increased or varied price in respect of the Goods delivered or supplied after the Notice is received. To be effective, cancellations must be in writing and must be received by the Company within seven days of the date of the Notice.
5 DELIVERY
5.1 Any dates given for the delivery of the Goods are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times the Company shall not be liable for any delay or any loss suffered as a result of such delay in delivery of the Goods howsoever caused.
5.2 In the event the Goods are to be delivered by the Company, Delivery shall take place by such method as the Company may in its absolute discretion decide to the Delivery Destination on or as close to the Delivery Date as is reasonably practicable in all the circumstances.
5.3 The Customer shall pay the Delivery Charge in accordance with Clause 7.1.
5.4 Delivery of the Goods shall be deemed to have taken place when they have been delivered to the Delivery Destination and a signature on behalf of the Customer has been received in respect of the Goods.
5.5 If, for any reason the Customer is unable to accept delivery of the Goods when the Goods are due and ready for delivery then the Company may in its absolute discretion arrange the storage of the Goods and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Company’s rights in relation to a failure by the Customer to take delivery of the Goods or pay for them in accordance with these Terms.
6 CANCELLATION
6.1 The Customer may cancel the order within 10 days of receipt of the Goods. If the order is cancelled within this period the Customer must return the Goods to the Company immediately at the Customer’s own cost. If any of the returned Goods have been damaged or used the Company may at its discretion still charge the full purchase price.
6.2 The packaging of the Goods may be opened but the Goods should not be used. The Goods should be in a resaleable condition. If collection of the Goods is required, the Company may charge the Customer the cost of collection of which the Customer will be notified at time of cancellation.
7 RISK AND RETENTION OF TITLE
7.1 Risk in the Goods supplied by the Company shall pass to the Customer:
7.1.1 when the Goods leave the Company’s premises; or
7.1.2 if the goods are to be collected by the Customer, when the same shall have been collected by the Customer or upon the expiry of seven days from the Company’s written notice to the Customer that the Goods are ready for collection, whichever is the earlier.
For the avoidance of doubt goods in transit shall be at the Customer’s risk.
7.2 Notwithstanding that delivery may have taken place and/or risk in the Goods may have passed to the Customer, title to the Goods shall not pass to the Customer until such time as the Company has received cleared funds for full payment of the price of the Goods and all other goods agreed to be sold and supplied to the Customer by the Company for which payment is then due.
8 PAYMENT
8.1 The Customer shall make payment by credit or debit card immediately (together with any applicable Value Added Tax, Delivery Charge and without any set-off or other deduction) upon placement of the order for the Goods on the Website.
8.2 The Company reserves the right to vary the terms of payment for export sales. Time for payment shall be of the essence.
8.3 If the Customer fails to pay the Company then in addition to all other remedies available to it and without limiting the generality of the foregoing the Company may:
8.3.1 suspend all further deliveries or supplies until payment is made in full;
8.3.2 cancel the order and subsequent orders insofar as goods remain to be delivered or supplied thereunder;
8.3.3 charge interest at the rate of 4% over the base lending rate from time to time of Barclays Bank plc on all sums outstanding and owing by the Customer to the Company from and including the date when the same fell to be paid up to and including the date of payment.
8.4 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deduction to withhold payment of any amount due to the Company without the Company's prior written consent.
9 QUALITY
9.1 The Company shall provide and maintain a quality control and inspection system which is adequate to ensure in normal circumstances that the Goods are of marketable quality.
10 DEFECTIVE GOODS
10.1 The Company will use all reasonable endeavours to ensure that all goods will conform to the written specification(s) (if any) provided by the Customer or referred to in the Contract and that the Goods will be free from material defects and suitable (if notified in writing by the Customer to the Company at the time of placing of the order) for the intended purpose for which such Goods are to be used.
10.2 If within 10 days of receipt by the Customer of the Goods the Customer shall give written notice to the Company specifying:
10.2.1 that there is a defect or fault in the materials from which the Goods are made or in the manufacture of the Goods; or
10.2.2 that the Goods do not comply in some material respect with any description provided by the Company to the Customer; or
10.2.3 the Goods do not comply with the Customer’s drawings, specifications or description provided to the Company with the relevant order including in each case details of the defect or non compliance.
Then at its absolute discretion the Company will either exchange or repair any such Goods provided always that the Company’s liability so to do shall not extend to any defect or fault in such Goods which arises from damage sustained in transit or by reason of mishandling or arises by reason of Goods being used for any purpose other than those for which they are intended or otherwise than in accordance with the Company’s advice or by reason of Goods having been wrongly installed by the Customer or stored in improper conditions.
11 WARRANTIES AND LIABILITY
11.1 Except as expressly stated in this Contract all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.
11.2 The Company shall not be liable to the Customer for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of the Customer’s.
11.3 The Company shall be under no liability:
11.3.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
11.3.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods carried out without the Company’s prior written approval; or
11.3.3 if the total price for the Goods has not been paid by the due date for payment.
11.4 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by the Company’s negligence, or that of it’s servants, agents or otherwise) including, but not limited to, claims against the Customer from third parties even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the loss, which arose out of or in connection with the provision of the Goods (including any delay in the providing or failure to provide the Goods) or their use by the Customer.
11.5 The Company’s entire liability under or in connection with the Contract shall be limited solely to the value of the Goods under that Contract.
11.6 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, interruption in performing or any failure to perform, any of the Company’s obligations on relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.
11.7 Any claim by the Customer which is based on any failure, delay or interruption by the Company in providing the Goods adequately or in accordance with the Contract shall be notified to the Company in writing within seven days from the failure, delay or interruption. If the Customer does not notify the Company accordingly, the Company shall have no liability for such breach, and the Customer shall be bound to pay the Company’s invoice(s) as if the Goods had been provided in accordance with the Contract.
12 CARRIAGE
Goods are sent at the Customer’s risk by the Company’s nominated carrier and carriage will be payable in relation thereto. If special delivery arrangements are requested by the Customer they must be notified to the Company in writing within sufficient time to enable delivery to be made in accordance with the terms of the order.
13 PACKING
13.1 Goods will be packed in accordance with the Company’s normal practice from time to time prevailing but the Company reserves the right to alter the method of packing in respect of individual orders. Specific packing requested by the Customer will be charged in addition to normal rates.
13.2 The Company will not be liable for any loss or damage to any Goods containing glass.
14 EXPORT TERMS
The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
15 INTELLECTUAL PROPERTY RIGHTS
15.1 Except as expressly set out in this Contract, this Contract does not assign, nor does it constitute an agreement to assign, any Intellectual Property Rights of either party or the Company’s suppliers or licensors existing at the date the Contract is entered into.
15.2 The Customer shall not use the Company’s Intellectual Property Rights except as expressly permitted in writing by the Company and only to the extent necessary and for the sole purpose of fulfilling the Customers obligations under this Contract.
15.3 The Customer shall not do anything which may impair the Company’s rights, title and interest in and to any of the Company’s Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to the Company.
15.4 All Intellectual Property Rights in the Website are owned by or licensed to the Company. Any use of the Website or its contents including copying or storing the Website or its contents in whole or in part, other than for the Customer’s own personal, non-commercial use is prohibited without the permission of the Company.
15.5 The Customer may not modify, distribute or re-post something on the Website for any purpose.
16 WEBSITE USERS OUTSIDE OF THE UK
16.1 Unless otherwise specified, the Goods on the website are displayed solely for the purposes of promoting the Company’s products and services available in the United Kingdom and the Company makes no representation that any products or services referred to in the materials on the Website are appropriate for use in or available for delivery to other locations outside of the UK. Customers who access the sites from locations outside the UK are responsible for compliance with local laws if and to the extent local laws are applicable.
17 PASSWORD SECURITY
17.1 The Customer shall be responsible for maintaining the confidentiality of their password and account and any activities that occur under their account. The Company shall not be liable to any person for any loss or damage which may arise as a result of any failure by them to protect their password or account.
18 DIGITAL PHOTOGRAPHS
18.1 The Company recommend that before uploading digital images to the Website a copy of the digital photographs are retained by the Customer to use in the unlikely event of the images being lost or corrupted. The Customer should always retain copies of all images uploaded.
18.2 The Customer warrants that they will not use any of the photo printing services for any fraudulent or illegal purpose and that they will not submit any image that:
18.2.1 is unlawful, pornographic, indecent, defamatory, offensive, obscene, otherwise objectionable or harmful to (or which depicts harming) children in any way; or
18.2.2 would constitute, assist or encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law; or
18.2.3 infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; or
18.2.4 use the service to transmit or invite access to any images described in paragraphs 18.2.1 to 18.2.4 above.
and the Customer shall accept and undertake that it will be liable for any action taken against the Company in relation to such activities and will fully indemnify the Company against all actions, claims, demands or costs which may arise as a result.
18.4 The Company reserves the right to decline to print or return any image.
18.5 The Customer warrants that it is the owner of the copyright in any material that is sent to the Company for reproduction.
19 FORCE MAJEURE
19.1 The Company shall not be liable to the Customer to the extent that fulfilment of its obligations to the Customer has been prevented, hindered or delayed by Force Majeure.
19.2 For the purposes of this Clause Force Majeure shall mean any circumstance beyond the control of the Company and shall include (without restricting the generality of the foregoing):
19.2.1 riots, civil commotions, war, rebellion, national or international emergency, strike, lockouts or other labour disputes;
19.2.2 destruction or damage due to natural causes, floods, fires, explosions, or breakdown of machinery;
19.2.3 any order of a local, national or international authority;
19.2.4 shortage of labour, equipment, materials or supplies.
20 DEFAULT AND INSOLVENCY
20.1 If the Customer:
20.1.1 defaults in due performance or observance of any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within thirty days of receipt of notice so to do; or
20.1.2 is made bankrupt, has a voluntary agreement approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the Customers' assets or an undertaking or a resolution or petition to wind up the Customer is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or any other steps analogous thereto are taken
or the Company reasonably apprehends that any of these is likely to occur, then the Company may without notice:
20.1.3 suspend or determine the Contract or any unfulfilled part thereof; and
20.1.4 stop any goods in transit; and
20.1.5 recover any goods from the Customer’s premises for which payment has not been made in full without prejudice to any other right or remedy which the Company may lawfully enforce or exercise.
21 APPLICABLE LAW
English law shall apply to this Contract and the parties agree to submit to the exclusive jurisdiction of the English Courts.
22 NOTICES
A notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by hand or sent by first class post, registered post or recorded delivery and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices delivered by hand will be deemed received when so delivered. Notices sent by post will be deemed received on the second day after posting.
23 HEADINGS
The headings in these Terms are for convenience only and shall not affect their interpretation.
24 GENERAL
24.1 Any failure or delay by the Company in exercising any of its rights under the Contract shall not be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver in connection with this Contract shall, in any event, be effective unless it is in writing, is signed by or on the Company’s behalf and is communicated to the Customer.
24.2 The parties intend each provision of this Contract to be severable and distinct from the others. If any provision of these Terms is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of these Terms and the reminder of the provision in question shall not be affected.
24.3 The Company may assign, sub-contract, sub-licence or otherwise transfer this Contract or any part of it to any third party at its absolute discretion. The Customer shall not assign, sub-licence, sub-contract or otherwise transfer this Contract or any of its rights or obligations under it to any third party.
24.4 The rights and remedies of the parties in connection with this Contract are cumulative and, except as expressly stated in this Contract, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Contract (or at law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.
24.5 A person who is not a party to this Contract shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
24.6 In the event and to the extent of any conflict between these Terms and the Order Form or other documentation, then these Terms will take precedence.
24.7 No variation of this Contract shall be effective unless it is in writing and is signed by or on behalf of each of the parties.