JOHN LANHAM WATTS CARPETS LIMITED (CRN 07698697)
TERMS AND CONDITIONS

1. DEFINITIONS

  1. 1.1Business Day: a day when the banks in London are open for business.
  2. 1.2Contract: the contract between the Supplier and the Customer
  3. 1.3Customer: the person or firm who has purchased the Goods from the Supplier
  4. 1.4Goods: the goods or any part of them set out in the Order
  5. 1.5Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered.
  6. 1.6Order: the Customers order for the Goods
  7. 1.7Specification: any specification for the Goods agreed in writing between the Customer and the Supplier
  8. 1.8Supplier: John Lanham Watts Limited (registered in England and Wales with company number 076908697)

2. BASIS OF CONTRACT

  1. 2.1 These Conditions apply to the Contract to the exclusion of any other express or implied terms that the Customer seeks to impose or incorporate.
  2. 2.2 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. Such 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. 2.3 The Contract constitutes the entire agreement between the parties.
  4. 2.4 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days.

3. GOODS

  1. 3.1 The Goods are described in the Specification, and will be cut to the nearest 5 cms.
  2. 3.2 The Supplier retains all Intellectual Property Rights in the Goods.
  3. 3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. DELIVERY

  1. 4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note.
  2. 4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
  3. 4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
  4. 4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
  5. 4.5 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  6. 4.6 In the event that the Customer fails to receive the Goods within 5 Business Days of receipt of the Suppliers invoice the Customer will contact the Supplier to notify them of this fact.
  7. 4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.

5. QUALITY

  1. 5.1 The Supplier warrants that on delivery, the Goods shall:
    1. (a) conform in all material respects with their description;
    2. (b) be free from material defects in design, material and workmanship;
    3. (c) be fit for any particular purpose that has been communicated to the Supplier in writing prior to entering into any Contract; and
    4. (d) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
  2. 5.2 Subject to clause 4.3 where any Goods are defective the Customer must notify the Supplier:
    1. (a) within 3 days of receipt where the defect is readily discernable
    2. (b) within 6 months of receipt where the defect is not readily discernable in which case provided the Supplier is given a reasonable opportunity of examining such Goods and the Customer returns the Goods to the Supplier’s place of business at the Customer’s cost the Supplier shall, at its option, repair or replace the defective Goods.
  3. 5.3 The Supplier will not accept the return of any Goods without prior consent, and any Goods accepted to return must be returned to the Seller in the appropriate packaging. Any Goods accepted for return may be liable to a restocking charge of up to 25% of their sale price.
  4. 5.4 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
    1. (a) the Goods have been cut, laid or fitted;
    2. (b) the defect was caused by any act, omission or default of the Customer;
    3. (c) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
    4. (d) the defect arises due to the negligence of the Customer, or due to the Customer’s failure to follow the Supplier’s oral or written instructions as to the use and maintenance of the Goods or good trade practice regarding the same;
    5. (e) the Goods have been used in abnormal circumstances or unusual conditions;
    6. (f) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
    7. (g) the Customer alters or repairs such Goods without the written consent of the Supplier;
    8. (h) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
    9. (i) the Goods are soiled, inappropriately used or damaged by stiletto heels or pets; or
    10. (j) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  5. 5.5 Any cut pile or velvet carpet is liable to shading and pile pressure which can be caused by the pile changing direction which alters the way light is reflected by the carpet. This factor cannot be predicted or prevented and is not a manufacturing fault, nor is it detrimental to the durability of the carpet, and the Supplier cannot accept any responsibility relating to this.
  6. 5.6 Every effort is made to match weavings as near as possible, but an exact colour match cannot be guaranteed. Slight variations cannot be avoided but tolerances will generally be within British Standard 3655 i.e. 1.25% either way.
  7. 5.7 Where any Goods are fitted on stairs provision should be made to move them regularly (and in any event every 6 months) to spread the wear.
  8. 5.8 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6. TITLE AND RISK

  1. 6.1 The risk in the Goods shall pass to the Customer on delivery.
  2. 6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for all outstanding amounts.
  3. 6.3 Until title to the Goods has passed, the Customer shall:
    1. (a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
    2. (b) store the Goods separately from all other goods held by the Customer;
    3. (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    4. (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    5. (e) on request, deliver up the Goods to the Supplier, failing which the Supplier may enter upon the Customer’s premises to take possession of the Goods and dispose of them as they see fit.
      but the Customer may resell or use the Goods in the ordinary course of its business. Where such resale occurs the Customer shall act as Principal for the Supplier and the entire proceeds of any such sale shall by held by the Customer on trust for the Supplier, and shall not be mixed with monies belonging to the Customer or paid into an overdrawn bank account.

7. PRICE AND PAYMENT

  1. 7.1 The price of the Goods shall be the price set out in the Order, or set out in the Supplier’s published price list in force as at the date of delivery.
  2. 7.2 The Supplier may, by giving notice to the Customer at any time up to 14 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods.
  3. 7.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT).
  4. 7.4 The Supplier may invoice the Customer for the Goods on the day of dispatch. The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the Supplier’s invoice. Time of payment is of the essence.
  5. 7.5 A Settlement Discount of 2.5% (excluding VAT) will be applied to invoices settled by their due date, provided all previous invoices rendered to the Customer have been paid in full.
  6. 7.6 Interest on unpaid invoices shall accrue at a rate of 2.5% per month. The Customer shall pay the interest together with the overdue amount, and any legal costs incurred by the Supplier.
  7. 7.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. CUSTOMER’S INSOLVENCY

  1. 8.1 If the Customer becomes subject to insolvency or bankruptcy proceedings, or the Supplier reasonably believes that the Customer is about to become subject to them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
  2. 8.2 If the Customer becomes subject to insolvency or bankruptcy proceedings prior to Title in the Goods passing to the Customer, the Customer shall immediately inform any third party with an interest in the Goods that they belong to the Supplier.

9. LIMITATION OF LIABILITY

  1. 9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
    1. (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    2. (b) fraud or fraudulent misrepresentation;
    3. (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
    4. (d) defective products under the Consumer Protection Act 1987; or
    5. (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
  2. 9.2 Subject to clause 9.1:
    1. (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss or other claims for compensation arising under or in connection with the Contract; and
    2. (b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods except as expressly provided in these terms.

10. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

11. GENERAL

  1. 11.1 Severance.
    1. (a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
    2. (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  2. 11.2 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  3. 11.3 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

By placing any order with John Lanham Watts Carpets Ltd you are deemed to have accepted these terms