In these conditions the following expressions shall have the following meanings:
“The Seller” DESIGNER CARPET & REMNANTS LTD
“The Buyer’. The person or firm or company to whom the Goods are supplied under the Contract
“The Goods” shall mean the products and services referred to in the Seller’s order, order acknowledgement or invoices.
“The Order” shall mean the Order placed by the Buyer to the Seller in respect of Goods whether received in writing, by telephone, email, or in person.
“The Contract” The Contract for the supply of Goods by the Seller to the Buyer comprising these Terms and Conditions.
2. Inspection and Notice.
All deliveries should be inspected upon receipt and any damage or other discrepancy noted on delivery must be notified immediately to the carrier. Otherwise the Buyer shall, before the Goods are cut and/or installed, fully inspect the Goods and give notice to the Seller of any matter where she/he alleges that the goods are not in accordance with the contract, within five days of taking delivery. If the Buyer fails to give such notice, the Goods shall be deemed to be in all respects in accord with the contract and the Buyer shall be bound to accept and pay for the same accordingly. Cut or installed Goods cannot be returned. Non-delivery must be notified to the Seller within three days of the delivery date.
Order confirmation sent to the Buyer indicates that an order is received, not that a contract exists between a Buyer and Seller. The Seller will indicate acceptance of the Buyer’s order and hence a contract when the Seller sends an invoice. This condition is included to protect against pricing errors or to guard against the Seller’s suppliers being unable to satisfy an order. In the case of a change of price, the Seller shall contact the Buyer to ensure that the price is agreeable. The Seller may increase the price of the Goods to take account of any increase in the cost of materials, labour or other factors affecting the cost to the Seller of producing or delivering the Goods which occurs before the date of delivery. Prices quoted on the web site include VAT at the current rate but are subject to a subsidised delivery charge. Quoted prices do not form part of a legally binding contract until the Seller’s acceptance of the Buyer’s order.
4. Colour Tolerance.
Despite being a rare scenario, the colour of your good(s) can vary slightly in comparison to the product image shown online, or the ordered sample swatch. The Seller strongly recommends a sample swatch to be ordered before the purchase of your good(s) since that reduces the possibility of a mismatch scenario; however this does not eliminate the possibility of such a situation. It is the Buyer’s responsibility to inspect the colour, when the carpet is delivered and before it is fitted and/or altered in any way, to confirm they are happy with the colour. In the case of a mismatch scenario, the Buyer must inform the Seller within 10 working days from the date of the delivery. If the colour mismatch is noticed after the goods have been altered in any way then no refund or compensation should be expected from the Seller.
4. Duties and Taxes.
The Buyer shall bear the cost of VAT import duties custom duties all other taxes and duties payable and the cost of obtaining certificates of origin export licenses consular fees and any other documents required for the purposes of exportation or importation or the passage of the Goods in transit through any country.
5. Administrative Expenses.
The Seller may add such administrative charges it thinks fit to the price of the Goods to cover the additional costs to the Seller of delivering a small quantity of Goods.
6. Time of Delivery.
The Seller will endeavour to meet any times given by the Buyer for the delivery of Goods but any dates given by the Seller are estimates only and the Seller shall not be liable for any loss damage or expense suffered by the Buyer by reason (whether directly or indirectly) of the Seller’s failure to meet any date estimated.
7. Force Majeure.
7.1. The Seller shall not be liable if the supply of Goods is hindered or delayed by reason at strikes, sit-ins, trade disputes, lock-outs or any other actual or threatened industrial action, by difficulty in obtaining labour or raw materials or by break-down of plant and machinery (including transport) or by interruption of power supplies or by fire or legal action by any third party (whether or not any of the aforesaid was caused by the negligence of the Seller its servants or agents) or by reason of any circumstances outside the Seller’s control which shall include but not be limited to war of a civil nature or against foreign enemies, intervention by any government department council or duly constituted authority and all other cases of force majeure.
7.2. If the manufacture or delivery of the full quantity of the Goods hereunder is prevented, hindered or delayed by reason of any of the circumstances within Clause 7.1 then without prejudice to the exemption from liability under Clause 7.1 the Seller shall be entitled to apportion the Goods at its discretion between the Buyer and Other customers of the Seller and to deliver the quantity so apportioned to the Buyer until such time as the full quantity of the Goods can be and is delivered hereunder.
8. Description, Sample, Quality and Fitness.
8.1. The descriptions applied to the Goods are given for purposes of identification only and the use of such description shall not constitute a sale by description.
8.2 We recommend that the Buyer should see a sample of any product which they wish to purchase, before any order is made. Although we make every effort to ensure our products are accurately reflected in our on-line images, monitor and screen settings can vary which cause the products’ colours to appear differently. We are happy to send samples of all of our products.
8.2.1 The sample of the Goods shown to the Buyer was solely to enable the Buyer to judge the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample or as to their quality, condition or sufficiency for any purpose.
9.1. The following provisions set out the Seller’s entire liability to the Buyer in respect of:
9.1.1. any breach of its contractual obligations arising under the Agreement and
9.1.2. any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement.
9.2. All statutory implied Terms as to sale of goods by description; quality or fitness and sale by sample are expressly excluded from this Agreement.
9.3. Subject to The provisions of this clause (9) and to the Buyer having complied with the notice provisions in clause (2) the Seller shall accept liability for direct loss resulting from the negligence of the Seller or its employees
9.3.1. In the case of death or personal injury the Seller’s liability shall not be limited;
9.3.2. In all other cases the Seller’s liability shall be limited to the price of the Goods.
9.4. The Seller shall not in any event be liable to the Buyer for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.
9.5. The Seller shall not be liable for any loss arising directly or indirectly out of any of the following:
9.5.1. The fitting or installation of the Goods by or on behalf of the Buyer if the Buyer was aware or ought reasonably to have been aware of any fault or detect in the Goods;
9.5.2. faulty installation, laying, fixing or fitting of the Goods;
9.5.3. laying the Goods on uneven surfaces;
9.5.4. cleaning maintenance or use of the Goods;
9.5.5. fading of the Goods;
9.5.6. infestation of the Goods by insects, moths, vermin, beetles, weevils and the like or fungus and mould;
9.5.7. damage caused in the unloading of the Goods;
9.5.8. normal wear and tear;
9.5.9. any other circumstances over which the Seller has no control or the consequences of which the Seller could not avoid by the exercise of reasonable care,
9.6. The Goods are natural products and the Buyer’s attention is specifically drawn to the fact that variations in weave, shade and colour of the Goods cannot be avoided and will certainly vary from product to product.
9.7. No claims whatsoever will be entertained and no liability accepted by the Seller in any event for Goods sold at discount prices as remnants or as sub-standard stock.
9.8. No claims whatsoever will be entertained and no liability accepted by the Seller where the Goods have been cut or laid.
9.9 Where the Goods are sold under a consumer Transaction (as defined in the Consumer Transactions (Restrictions on Statement) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
10.1. Full payment for goods shall be made on notification by the Seller using Debit Card, Bank Transfer, Credit Card or PayPal and can be made using the Sellers website or via a phone payment. Credit Card and PayPal transactions incur a 2% surcharge.
10.2. A deposit payment may be required for items which are to be forwarded to our suppliers for rug binding and also for orders whose products are to be stored in our warehouses before dispatch.
10.3. Unless otherwise agreed all payments shall be made in pounds sterling.
11.1. The Seller will send the goods from their premises by the timeliest method deemed appropriate. The Seller shall have no liability for any claim in respect of any defect in the Goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage in transit.
11.2. All failed delivery charges will subsequently be forwarded from the Seller to the Buyer. A failed delivery constitutes where there is no one to receive delivery during 9.00am to 6.00pm Monday to Friday or where another time is agreed.
12. Risk, Property and Retention of Title.
12.1. Risk in the Goods shall pass to the Buyer as soon as one of the following events shall occur:
12.1.1. upon the despatch thereof from the Seller’s premises
12.1.2. When the Seller has notified the Buyer that the Goods are ready for delivery and the Buyer fails or refuses to take delivery of the Goods after the date of delivery stated in the Contract.
12.1.3. When the property therein passes to the buyer in accordance with the provisions of this Clause.
12.2. Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which goods were delivered.
12.3. Until such time as the Buyer becomes the owner of the Goods the Seller will store them on its premises separately from its goods or those of any other person and in a manner which makes the Goods readily identifiable as the Goods of the Buyer.
12.4. The Buyer’s right to possession of the Goods shall cease if he being an individual commits an available act of bankruptcy or if it being a limited company does anything or fails to do anything which will entitle a Receiver to take possession of any assets or which would entitle any person to present a petition for its winding up. The Seller may for the purpose of recovering the Goods enter upon any premises where they are stored or where the Seller reasonably believes them to be stored and may repossess the same.
13.1. The Buyer shall take delivery of the Goods within the period or by the date named in the Contract and where for any reason the Buyer is unable to accept delivery of the Goods (Or any part thereof) at any time when the Goods are due and ready for delivery the Seller shall (if its storage facilities permit) at the Buyer’s risk store the Goods (or any part thereof) and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of so doing. Such payment shall be in addition to any other costs, payments or damages for which the Buyer may become liable in respect of its failure to take delivery on the due date.
13.2. Where the Buyer fails to take delivery of the Goods for a period in excess of six months whether the Goods be paid for or not, the Seller without prejudice to its general rights in law reserves the right to treat the Contract as repudiated by the Buyer and the right to re-sell the Goods. The Buyer will receive a refund if appropriate after deduction by the Seller of all costs incurred and losses occasioned as a result of the Buyer’s non-acceptance.
14.1. The Contract shall automatically terminate if the Buyer (being an individual or in the case of a firm a member thereof) commits any act of bankruptcy or has a receiving order made against him or has any process of distress or execution levied against his goods and makes any arrangement with his creditors before the property in The Goods has passed to the Buyer hereunder.
14.2. If the Buyer being a limited company has a Receiver appointed over its assets or goes into liquidation or ceases to carry on business or if the Seller reasonably considers that any of the said events is about to occur before the property in the Goods has been passed to the Buyer then the Seller may terminate the Contract forthwith by notice in writing.
14.3. Upon termination of the Contract the Seller shall be entitled to recover payments for all Goods supplied and for the costs of materials and labour already expended by the Seller for the purpose of future deliveries of Goods and to recover from the Buyer a sum equivalent to the Seller’s loss of profit arising out of such termination (which sum shall be certified by the Seller and notified to the Buyer whereupon it shall be final and binding upon the parties).
14.4. The exercises of rights under Clause 14 will not prejudice The Seller’s rights to damages or other compensation or other remedies arising out of the termination of the Contract.
15. Placing an Order
Nothing in the Seller’s published information shall be deemed an offer and the Seller reserves the right to accept or refuse any order.
16.1. Notwithstanding that credit has herein before been given for the payment of the price of the Goods, the Seller shall be entitled to retain possession thereof until payment.
16.2. In addition to any right of lien to which the Seller may by law be entitled the Seller shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all the goods of the Buyer in the Seller’s possession (although such goods or some of them may have been paid for) for the unpaid price of any goods sold and delivered to the Buyer by the Seller under the same or any other contract.
17.1 Your rights to return goods are protected under the EU Distance Selling Directive.
17.2 The Buyer is entitled to cancel any order or return the goods within 7 working days. A refund will be processed within 30 days, but the Buyer will be liable for delivery and re-delivery costs and 10% of the product cost too. The Buyer shall be responsible for the cost and risk of loss or damage when returning the goods, so should take out enough postal insurance to cover the value of the products. This cancellation policy does not affect your rights when we are at fault - for example, if goods are faulty or does not match the sample sent beforehand.
18.1. Roll stock products: in the event of cancellation or amendment of an order after Goods have been cut by the Seller to the Buyer’s order the Seller shall not be obliged to take back such cancelled or wrong goods and the full price shall be payable. Where however the Seller agrees to restock Goods a charge will be levied.
18.2. Custom-made products: where Goods are produced specially to a customer’s order, no cancellation or amendment will be accepted after the relevant processing has begun.
19. Professional/Technical Advice.
The Seller’s brochures and leaflets are provided from advice received from technical and professional sources in order to assist buyers. However, it is expressly agreed that the Seller provides this information without charge and the Seller assumes no liability in any event whatsoever for the information given.
20. Product Changes.
The policy of the Seller is one of increasing improvement and the Seller reserves the right to add or delete from the range or to change products without notice.
21. Time Limit for Claims.
All claims shall be absolutely barred and all remedies excluded unless legal proceedings are brought within one year from the date on which the Goods have been delivered or should have been delivered.
The Buyer may not assign the Contract in whole or in part without the written consent of the Seller.
Notices may be given by either party by letter sent, by tax transmission or first class post addressed to the other party at its principal place of business or last known or (in the case of a company) at its registered office and any such notice sent by post shall be deemed to have been received forty-eight hours after the letter containing the notice has been properly addressed, stamped and put in the post.
The Seller’s failure to exercise any of its rights under the Contract shall not constitute or be deemed to be a waiver or forfeiture of such rights.
The Law concerning the Contract shall be the law of England and any dispute arising out of or in connection with the Contract shall be submitted to the jurisdiction of the English Courts except that the Seller may elect at its sole discretion and be entitled to proceed in Scotland or Northern Ireland or any foreign jurisdiction wherever.