1. INTERPRETATION
In these conditions:
“Buyer” means the person who purchases the Goods from the Seller and whose details are set out in the Order.
“Conditions” means the Standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in the Order between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods between the Seller and the Buyer incorporating these Conditions and the Order.
“Delivery Location” means the place specified in the Order as the location for the delivery of the Goods.
“Goods” means the goods (including any instalment of the goods or any parts for them) as set out in the Order, which the Seller is to supply in accordance with these conditions.
“Insolvency Event” means a Party is deemed unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986, makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Contract).
“Order” means the Buyer’s order for the Goods submitted in accordance with clause 3.
“Seller” means Home Decor GB Ltd, a company incorporated in England and Wales whose registered office is at Innovation Way, Woodhouse Mill, Sheffield, United Kingdom S13 9AD.
2. PRICE OF GOODS
2.1. The price of the Goods shall be the price agreed by the Seller and the Buyer in writing as at the date of Order or, where no price has been so agreed within the Order, the price listed in the Seller’s published price list current at the date of the Order, after which time they may be altered by the Seller without giving notice to the Buyer. Such changes will not affect existing Orders already accepted by the Seller.
2.2. All prices shall be in US dollars ($)(USD), euros (€) or pounds sterling (£)(GBP) (as set out in the Order and exclude VAT (or equivalent sales tax), sales, withholding or other tax (other than income tax to which the Seller may be subject), which shall be charged and payable in addition in accordance with the Seller’s valid invoice.
2.3. If any amount due under the Contract is subject to VAT, sales, withholding or any other tax (other than income tax applicable to the Seller) which has the effect of reducing the amount of money which the Seller would have been entitled to receive from the Buyer or to retain under the Contract but for such tax, the Buyer will, at the Seller’s request, pay to the Seller such additional sum at the rate for the time being prescribed by law for that tax.
3. ORDER AND DELIVERY
3.1. All Orders placed should be in writing and subject to the terms of these Conditions.
3.2. Each Order by the Buyer to the Seller shall be an offer to purchase the Goods subject to these Conditions. The Seller may issue quotations to the Buyer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and are incapable of being accepted by the Buyer.
3.3. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
3.4. The Buyer must check the order carefully and correct any errors before submission to the Seller. The Seller will not accept any liability for any costs incurred by the Buyer as a result of incorrect or incomplete measurements or information supplied by the Buyer, nor shall the Buyer be entitled to any remedies (including cancellation) if the Order does contain errors made by the Buyer. The Seller is not responsible for any inaccurate or late Orders if the Buyer has made an error in its Order.
3.5. The Seller may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of: (i) the Seller’s written acceptance of the Order; or (ii) the Seller dispatching the Goods or notifying the Buyer that they are ready to be delivered.
3.6. Delivery of the Goods shall be made by the Seller or its delivery agents FCA (Incoterms 2020) to the Delivery Location or as otherwise agreed by the parties in the Order.
3.7. Cancellation of any Order or part of an Order will be at our discretion and accepted only with our written consent.
3.8. Lead time: The Seller aims to dispatch the Goods within 4 weeks of the Order date but this may be longer where the Order is for a large volume of Goods or consists of non-standard or unstocked items. The Buyer acknowledges that the Delivery Location may increase the lead time. The Seller shall use its reasonable endeavours to meet estimated dates for delivery, but any such dates are approximate only.
3.9. The Seller may charge a fee for delivery (which includes packaging, insurance, customs, handling, import and/or export duties) as agreed with the Buyer and as set out in the Seller’s invoice.
3.10. The Seller shall not be liable for any delay in or failure of performance caused by the Buyer’s failure to: (i) make the Delivery Location available; (ii) prepare the Delivery Location in accordance with the Seller’s instructions or as required for the Goods; and (iii) provide the Seller with adequate instructions for delivery.
3.11. The Buyer shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Goods (including import licences). Without limiting the foregoing, the Buyer shall at its own cost provide to the Seller, or (where local laws or regulations require the Seller to do so) assist the Seller in procuring, any documents necessary under applicable laws and regulations for the Seller to export the Goods to the Delivery Location in accordance with such laws and regulations.
4. RISK AND PROPERTY IN GOODS
4.1. Risk of damage to and/or loss of the Goods shall pass to the Buyer at the time of delivery to the Delivery Location. If the Buyer fails to take delivery of the Goods, the Buyer shall reimburse the Seller all costs and expenses incurred in order to redeliver the Goods.
4.2. Title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
4.3. Until such time as the title in the Goods passes to the Buyer:
4.3.1 the Buyer shall: (i) hold the Goods as bailee for the Seller; (ii) take all reasonable care of the Goods and keep them in the condition in which they were delivered; (iii) insure the Goods from the date of delivery with a reputable insurer against all risks for an amount at least equal to their price; (iv) ensure that the Goods are clearly identifiable as belonging to the Seller; and (v) immediately notify the Seller if the Buyer undergoes or might reasonably be expected to undergo an Insolvency Event; and
4.3.2 the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and re-possess the Goods.
5. INSPECTION AND REMEDY FOR FAULTY GOODS
5.1. The Seller warrants that the Goods will conform in all material respects with the Order and be free from material defects.
5.2. The Buyer shall inspect the Goods carefully on delivery for signs of any breakages, scratches or damage before signing for them.
5.3. If the Goods do not comply with clause 5.1, the Buyer shall be entitled to a remedy as set out in clause 5.5, provided that the Buyer must:
5.3.1 reject the Goods by serving written notice to the Seller (each the “Notice Period”):
(a) within 3 days of delivery where the Goods are assembled doors and the defect is discoverable by a physical inspection;
(b) within 7 days of delivery where the Goods are hardware components and the defect is discoverable by a physical inspection
(c) within a reasonable period of time from delivery in the case of latent defects for all Goods;
5.3.2 ensure that such notice is addressed to the Seller’s customer service team at exportsales@hdhc.com or account manager and specifies in sufficient detail the nature and extent of the defects (including photographic evidence);
5.3.3 gives the Seller a four week period from the date of notification to examine the claim of the defective Goods.
5.4. Subject to clause 7.1, the Buyer shall not be entitled to any remedy pursuant to clause 5.5 or otherwise under law if the Buyer notifies the Seller that the Goods do not comply with clause 5.1 after the Notice Period. The Buyer shall remain liable for payment of all invoices to which the Goods relate in accordance with these Conditions.
5.5. If the Goods do not comply with clause 5.1, the Buyer’s sole and exclusive remedy shall be that the Seller shall (at the Seller’s option):
5.5.1 issue a replacement free of charge; or
5.5.2 issue a credit note to the Buyer for the value of the defective Goods without the requirement to return the defective Goods to the Seller.
5.6. The provisions of these Conditions shall apply to any Goods that are corrected, repaired, remedied or re-performed in accordance with clause 5.5 with effect from delivery of those Goods.
5.7. The Seller is not responsible for any incorrect sizes on our Made to Measure Goods where the error has been made by the Buyer. If the original measurements given were incorrect at the time of the Order being placed, the Seller reserves the right to charge full price for the original Goods as well as the replacement Goods.
5.8. The Buyer shall not be liable for any failure of the Goods to comply with clause 5.1:
5.8.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
5.8.2 to the extent caused by the Buyer’s failure to comply with good practice and/or the Seller’s instructions as to storage, installation, commissioning, use or maintenance of the Goods; or
5.8.3 where such failure arises as a result of damage or loss which occurs after risk in the Goods has passed to the Buyer.
6. TERMS OF PAYMENT
6.1. The Buyer shall pay all invoices raised for Goods in full without deduction or set-off, in cleared funds by the due date quoted on the invoices issued by the Seller. It is the Buyer’s responsibility to ensure that due dates quoted on the invoices are in line with any payment terms agreed in writing between the Buyer and the Seller.
6.2. Time of payment is of the essence. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: –
6.2.1 cancel the Contract and/or suspend any further deliveries to the Buyer;
6.2.2 the extent permitted by law, treat monies already paid by the Buyer to the Seller (such as monies held on account or payments received in respect of another contract between the parties) as payment pursuant to this Contract; and/or
6.2.3 charge the Buyer interest on the amount unpaid at the rate of four per cent (4%) per annum above the base rate of The HSBC Bank plc from time to time in force, and such interest shall accrue on a daily basis from the due date for payment until actual payment in full, whether before or after judgment.
7. LIMITATION OF LIABILITY AND TERMINATION FOR INSOLVENCY
7.1. Nothing in this Contract shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or any other act or omission for which liability may not be excluded or limited by law.
7.2. Subject to clause 7.1, the Seller’s total liability arising under or in connection with this Contract, whether in tort (including negligence or breach of statutory duty), contract, or otherwise, shall be limited to the value of the Order under which the Seller’s liability has arisen. The Seller will not be liable to the Buyer for loss of contracts, loss of profit, loss of business, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of or corruption of data, or any indirect or consequential loss.
7.3. The Buyer agrees to indemnify the Seller from and against all losses, costs, claims and causes of action suffered, incurred or made against the Seller arising out of or in connection with the resale of the Seller’s Goods by the Buyer.
7.4. Where the Buyer purchases the Goods for resale, the Buyer must not make any statement or representation, or give any warranty, in relation to the Goods other than as authorised or agreed by the Seller in advance and in writing and shall indemnify and hold the Seller harmless against any losses, damages, liability, costs and expenses (including reasonable professional fees) arising out of any breach by the Buyer of this clause 7.4.
7.5. All warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
7.6. If the Buyer enters into any Insolvency Event, the Seller shall be entitled to cancel the Contract and to suspend any further delivers. In addition, any invoices not yet due for payment shall fall immediately due and payable.
8. GENERAL
8.1. These terms shall be governed by and construed in accordance with the laws of England and Wales and any disputes will be decided only by the English courts. If any of these terms are held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining terms which will continue to be valid and enforceable to the fullest extent permitted by law.
8.2. The Buyer is not allowed to transfer its rights or obligations under the Contract to anyone without the Seller’s prior written consent. The Seller may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part.
8.3. The Seller is not liable to the Buyer if the Seller fails to comply with the Contract due to circumstances beyond its reasonable control including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
8.4. No failure, delay or omission by a party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by a party shall prevent any future exercise of it or the exercise of any other right, power or remedy by that party.
8.5. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
8.6. All intellectual property rights in our Goods including designs, specifications and associated documentation shall be owned by the Seller and its licensors. All rights are expressly reserved.
8.7. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
8.8. This Contract constitutes the whole agreement and understanding between the Seller and the Buyer. The Buyer acknowledge that you have not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.
8.9. The parties are independent persons and nothing in the Contract shall be construed as to create a partnership, joint venture, trust, fiduciary or other relationship between them, other than as expressly provided for in the Contract.
8.10. Where the Buyer purchases the Goods for resale, the Buyer buys and sells the Goods on its own behalf and does not act as an agent or employee of the Seller or in any capacity other than as an independent distributor and agrees to make clear in all dealings with customers and others that it acts on its own account and not as the Seller’s agent or employee.
8.11. No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, both parties.
Version 1.0 31.07.2024