Definitions
In these conditions, unless the context requires otherwise:
‘Buyer’ means the person who buys or agrees to buy
the goods from the Seller;
‘Conditions’ means the terms and conditions of sale
set out in this document and any special terms and conditions agreed
in writing by the Seller;
‘Delivery Date’ means the date specified by the Seller
when the goods are to be delivered;
‘Goods’ means the articles which the Buyer agrees to
buy from the Seller;
‘Price’ means the price for the Goods excluding carriage,
packing, insurance and VAT; and
‘Seller’ means the Canvas Co. Partnership of Simon
Haynes and Scott Newton.
Conditions applicable
These Conditions shall apply to all Goods sold by the Seller to
the exclusion of all other terms and conditions including any terms
or conditions which the Buyer may purport to apply under any purchase
order, confirmation of order or similar document.
All orders for Goods shall be deemed to be an offer by the Buyer
to purchase Goods pursuant to these Conditions.
Dispatch or delivery of the Goods by the Seller to the Buyer shall
be deemed conclusive evidence of the Seller’s acceptance of
these Conditions.
Any variation to these Conditions (including any special terms
and conditions agreed between the parties) shall be inapplicable
unless agreed in writing by the Seller.
Price and payment
The Price shall be the Seller’s quoted price. The Price is
exclusive of VAT which shall be due at the rate ruling on the date
of the Seller’s invoice.
The Seller shall not be bound to deliver the Goods until the Buyer
has paid for them. Payment shall be due before the Delivery Date
and time for payment shall be of the essence. The Price is exclusive
of VAT which shall be due at the rate ruling on the date of VAT
invoice.
The Goods
The quantity and description of the Goods shall be as set out in
the Seller’s quotation. The parties acknowledge that the Goods
are hand made and that, while the Seller will use its reasonable
endeavours to ensure compliance, all measurements stated are approximate.
Warranties and liability
The Seller warrants that the Goods supplied will at the time of
delivery correspond to the description given by the Seller. All
other warranties, conditions or terms relating to fitness for purpose,
quality or condition of the Goods, whether express or implied by
statute or common law or otherwise are excluded to the fullest extent
permitted by law.
Delivery of the Goods
The Goods shall be delivered to the Buyer at the Seller’s
address. The risk in the Goods shall pass to the Buyer upon such
delivery taking place.
The Seller shall arrange for carriage of the Goods to the Buyer’s
address. The costs of carriage and any insurance which the Buyer
reasonably directs the Seller to incur shall be reimbursed by the
Buyer without any set-off or other withholding whatever and shall
be due on the date for payment of the Price. The carrier shall be
deemed to be the Buyer’s agent.
Acceptance of the Goods
The Buyer shall use reasonable endeavours to advise the Seller
of any non-conformities as soon as possible after delivery.
After acceptance, the Buyer shall not be entitled to reject Goods
which are not in accordance with the contract.
Images
Where any images have been supplied by the Buyer for manufacture
by the Seller, the Buyer warrants that the use of those images for
the manufacture, processing, assembly or supply of the Goods shall
not infringe the rights of any third party. The Buyer hereby agrees
to indemnify the Seller against liabilities so arising.
The parties hereby acknowledge that where the image is provided
by the Buyer the quality of the Goods will be dependent upon the
quality of that image and the Seller hereby excludes any liability
for any claim or other loss arising in whole or in part from any
defect or deficiency attributable to the quality of the relevant.
The Seller reserves the right to reject any image which it does
not believe will reproduce satisfactorily. The Seller's failure
to reject an image shall not be deemed to be an implicit warranty
as to the adequacy of that image for reproduction.
Third Party Rights
The provisions of the Contracts (Rights of Third Parties Act)
1999 shall not apply to this contract and a person who is not a
party to this contract shall have no right under that Act to enforce
any term of the contract.
Title and risk
Title and risk in the Goods shall pass on delivery.
Remedies of Buyer
Where the Buyer rejects any Goods then the Buyer's sole remedy
shall be the return of the Price and, save as otherwise agreed in
writing by the parties at the time of the order, the Buyer shall
have no further recourse whatsoever in respect of the supply to
the Buyer of such Goods or the failure by the Seller to supply Goods
which conform to the contract of sale.
Where the Buyer accepts or has been deemed to have accepted any
Goods then the Seller shall have no liability whatever to the Buyer
in respect of those Goods.
The Seller shall not be liable to the Buyer for late delivery or
short delivery of the Goods.
Nothing in these terms and conditions shall affect the Seller's
liability to the Buyer under the Supply of Goods and Services Act
1982, Sale of Goods Act 1979, the Unfair Contract Terms Act 1977
or the Supply of Goods (Implied Terms) Act 1973. Reference to any
statutory provision includes a reference to that provision as amended,
extended or re-enacted.
Force Majeure
Save for the Buyer’s obligation of payment under clause 3
neither party shall be liable for any default due to any act of
God, war, civil disturbance, malicious damage, strike, lockout,
industrial action, fire, flood, drought, extreme weather conditions,
compliance with any law or governmental order, rule, regulation,
direction or other circumstance beyond the reasonable control of
either party (‘Force Majeure Event’).
Each party shall give notice forthwith to the other upon becoming
aware of a Force Majeure Event, the notice to specify details of
the circumstances giving rise to the Force Majeure Event.
Law and Jurisdiction
This contract is subject to the law of England and Wales and the
parties herby submit to the exclusive jurisdiction of the Courts
of England and Wales.
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