| 1. | These conditions (“Conditions”) apply to the contract (“Contract”) between Holden Decor Limited (registered in England and Wales with company number 02582216) (the “Supplier”) and the person or firm who purchases goods from the Supplier (“Customer”). The “Goods” are the goods (or any part of them) set out in the customer’s order, being the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or the Customer’s online order (“Order”). |
| 2. | The Order is 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 for the Goods (“Specification”) are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. |
| 3. | A quotation for the Goods given by the Supplier is not a legal offer. A quotation is valid for 28 days from its date of issue only. |
| 4. | Any terms other than these Conditions which the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, are hereby excluded from the Contract. |
| 5. | Any samples, drawings or advertising produced by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Images in the Supplier’s catalogue and on its website shall be illustrative only and may not accurately display the product’s attributes on the Customer’s screen. |
| 6. | To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 6 shall survive termination of the Contract. |
| 7. | Goods for delivery outside the UK and Eire are supplied EX WORKS unless the parties agree in writing that another Incoterm shall apply. Goods for delivery within the UK and Eire are supplied including carriage unless specified at the time an order is placed, or by agreement that a supplement is chargeable with the customer. Delivery occurs at the time stated in the relevant Incoterm. |
| 8. | Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. |
| 9. | The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. |
| 10. | The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment. |
| 11. | The Supplier warrants that on delivery, and for a period of five days from the date of delivery (“Warranty Period”), the Goods shall: (i) conform in all material respects with their Specification; and (ii) be free from material defects in design, material and workmanship (“Warranty”). If the Customer gives notice to the Supplier during the Warranty Period that some or all of the Goods do not comply with the Warranty then the Customer (if asked to do so by the Supplier) shall return such Goods to the Supplier at the Supplier’s cost and the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. |
| 12. | The Supplier shall have no further liability in respect of a breach of the Warranty and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract. The Warranty shall apply to any repaired or replacement Goods supplied by the Supplier. |
| 13. | The Supplier shall not be liable for the Goods’ failure to comply with the Warranty if: (i) the Customer makes further use of the Goods after giving notice in accordance with clause 11 or if notice is given after the wall covering has been cut or hung; (ii) the defect resulted from the Customer’s failure to follow the Supplier’s oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same; (iii) the defect resulted from the Supplier following any drawing, design or Specification supplied by the Customer; (iv) the Customer alters or repairs such Goods without the written consent of the Supplier; (v) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (vi) the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. |
| 14. | Risk in the Goods passes in accordance with the agreed Incoterm. |
| 15. | Title to the Goods shall not pass to the Customer until the earlier of: (i) the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and (ii) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 17. |
| 16. | Until title to the Goods has passed to the Customer, the Customer shall: (i) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (iv) notify the Supplier immediately if it becomes subject to any of the events listed in clause 27 or clause 28; and (v) give the Supplier such information relating to the Goods as the Supplier may require from time to time. |
| 17. | Subject to clause 18, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: (i) it does so as principal and not as the Supplier’s agent; and (ii) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs. |
| 18. | If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 27 or 28, then, without limiting any other right or remedy the Supplier may have: (i) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (ii) the Supplier may at any time require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product. |
| 19. | At any time until title in the Goods passes in accordance with clause 15, the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. This right shall survive termination of the Contract. |
| 20. | The price of the Goods excludes VAT. Shipping and the costs of packaging, insurance and transport of the Goods shall be governed by the parties’ chosen Incoterm. |
| 21. | The Supplier may invoice the Customer for the Goods on or at any time after the Goods are dispatched for delivery. |
| 22. | The Customer shall pay each invoice submitted by the Supplier within 30 days of the end of month of delivery and time for payment shall be of the essence. The Customer shall pay interest on overdue sums from the due date until payment of the overdue sum, whether before or after judgment at a rate of 4% a year above the Bank of England’s base rate from time to time. |
| 23. | The Supplier may at any time set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Supplier may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Supplier of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise. |
| 24. | The Supplier may additionally suspend provision of the Goods under the Contract or any other contract if the Customer becomes subject to any of the events listed in clause 27 or clause 28 or if the Customer fails to pay any amount due under this Contract on the date for payment. |
| 25. | All amounts due under the Contract from the Customer to the Supplier 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). |
| 26. | The Supplier’s total liability to the Customer under or in connection with the Contract shall not exceed the price paid or payable for the Goods under the Contract. Any loss of profits, loss or sales or business, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss are wholly excluded. This clause does not limit any liability which cannot be legally limited, such as for death or personal injury caused by negligence. |
| 27. | Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: (i) the Customer commits a material breach of the Contract and (if remediable) fails to remedy that breach within three days of being notified in writing to do so; or (ii) 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), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (iii) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business. |
| 28. | Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. |
| 29. | On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. |
| 30. | 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. |
| 31. | 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. |
| 32. | The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with: (i) the Customer’s breach or negligent performance or non-performance of the Contract; and/or (ii) the enforcement of the Contract. |
| 33. | Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two weeks then the Supplier may terminate the Contract by giving three days’ written notice to the Customer. |
| 34. | Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. |
| 35. | The Contract constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that in entering into the Contract, they do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. |
| 36. | 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. |
| 37. | The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. The Contract is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales to determine any dispute on or arising from the Contract’s. |