CB Interiors Terms and conditions
- INTERPRETATION 1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (the Conditions).
Contract: the contract for the supply of Goods and/Services between CB Interiors and the Customer.
Customer: the person, firm or company who purchases Goods and/or Services from CB Interiors.
Delivery: voluntary transfer of the Goods by CB Interiors to the Customer which shall occur at the Customer’s premises, or other agreed location. Design: all Documents, products and materials developed by CB Interiors in relation to the Goods and/or Services, in any form.
Document: any document including without limitation, any writing, any drawing, map, plan, diagram, design, picture or other image, tape. disk or other device or record embodying information in any form.
Equipment: any equipment, including tools, provided by CB Interiors or its subcontractors, and used directly or indirectly in the supply of the Services. Goods: any goods agreed in the Offer Letter, or otherwise, to be supplied to the Customer by CB Interiors (including any part consignments).
Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Offer Letter means the letter in which CB Interiors specifies the Goods and/or Services to be supplied to the Customer under the Contract, and offers to provide the same under the Conditions in return for payment by the Customer to it of the Price.
Pre-existing Materials: all Documents, information and materials provided by CB Interiors relating to the Goods and/or Services which existed prior to the parties entering into the Contract.
Price: the monies to be paid to CB Interiors by the Customer for the Goods and/or Services as specified in the Offer Letter, or otherwise, including additional monies to be paid for variations, and shall not be inclusive of VAT unless otherwise so expressed.
Services: the services to be provided to the Customer by CB Interiors under the Contract as set out in the Offer Letter, or otherwise.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or reenactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes e-mail.
1.6 Any obligation in the Contract on a person not to do something includes, without limitation_ an obligation not to agree. allow, permit or acquiesce in that thing being done.
- AGREEMENT BETWEEN CB INTERIORS AND THE CUSTOMER
Under the Conditions, CB Interiors agrees to supply the Customer with the Goods and/or Services, and the Customer agrees to purchase and accept the same. and pay the Price to CB Interiors.
3 APPLICATION OF THE CONDITIONS
3.1 These Conditions shall:
- apply to and be incorporated into the Contract; and
- prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order. acceptance
of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
3.2 The Customer’s purchase order, if any, constitutes an offer by the Customer to purchase the Goods and/or Services on these Conditions. No offer placed by
the Customer shall be accepted by CB Interiors other than:
- by a written acknowledgement issued and executed by CB Interiors; or
- (if earlier) by CB Interiors starting to provide the Goods and/or Services, when a contract for the supply and purchase of the Goods and/or Services on these Conditions will be established, The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not in any event govern the Contract.
3.3 Quotations are given by CB Interiors on the basis that no Contract shall come into existence except in accordance with clause 3.2. Any quotation is valid for a period of 30 days from its date, provided that the CB Interiors has not previously withdrawn it.
- COMMENCEMENT AND DURATION
The Goods and/or Services supplied under the Contract shall be provided by CB Interiors to the Customer after the date specified in the Offer Letter.
- OBLIGATIONS OF CB INTERIORS
5.1 CB Interiors shall use reasonable endeavours to provide in all material respects the Goods and/or Services and to deliver the Design to the Customer. in accordance with the Offer Letter.
5.2 CB Interiors shall use reasonable endeavours to meet any performance dates specified in writing by the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services or delivery of the Goods.
5.3 If any of the Goods do not conform with the warranty in sub-clause 5.1, CB Interiors shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods provided that, if the CB Interiors so requests, the Customer shall return the Goods or the part of such Goods which is defective to CB Interiors .
5.4 If CB Interiors complies with sub-clause 5.3, it shall have no further liability for a breach of the warranty in sub-clause 5.1 in respect of such Goods.
- OBLIGATIONS OF THE CUSTOMER
6.1 The Customer shall co-operate with the CB Interiors in all matters relating to the Goods and/or Services.
6.2 If CB Interiors’ performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, CB Interiors shall not he liable for any costs. charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
6.3 The Customer shall be liable to pay to CB Interiors, on demand, all reasonable costs, charges or losses sustained or incurred by CB Interiors arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract. subject to the CB Interiors confirming such costs, charges and losses to the Customer in writing.
- PRICE AND PAYMENT
7.1 The Price shall be paid by the Customer to CB Interiors without deduction or set-off.
7.2 The Price will usually be expressed as not including VAT, which CB Interiors shall, if appropriate. add to its invoices at the current rate.
7.3 The Customer shall pay each invoice submitted to it by the CB Interiors, in full and in cleared funds, by the 14th day after receipt to a bank account nominated in writing by CB Interiors (which day shall be the due date).
7.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay CB Interiors by the due date, CB Interiors may:
- charge interest on such sum from the due date for payment at the annual rate of 10% above the base lending rate from time to time of Nat West Bank of Chester, Cheshire, UK accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand;
- claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
- suspend all Services until payment has been made in full.
7.5 Time for payment shall be of the essence of the Contract.
7.6 All sums payable to CB Interiors under the Contract shall become due immediately on its end, despite any other provision. This is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7.7 CB Interiors may, without prejudice to any other rights it may have, set off any liability of the Customer to CB Interiors against any liability of CB Interiors to the Customer.
- INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights, and all other rights, in the Design and the Pre-existing Materials shall be owned by CB Interiors but the rights in the Design are licensed free of charge to the Customer on payment by the Customer of the Price.
- THE GOODS AND RISK
9.1 Risk in the Goods shall pass to the Customer on Delivery.
9.2 Delivery of the Goods shall he at the Customer’s premises or as otherwise agreed in writing between the parties.
9.3 Title to Goods shall not pass to the Customer until CB Interiors has received payment in full (in cash or cleared funds) for the Goods and all other sums which are or which become due to CB Interiors from the Customer on any account.
9.4 Until title to the Goods has passed to the Customer, the Customer shall:
- hold the Goods on a fiduciary basis as the bailee of CB Interiors;
- store the Goods separately from all other goods held by the Customer, so that they remain readily identifiable as the property of CB Interiors;
- not remove, deface or obscure any identifying mark or packaging on or relating to such Goods; and
- maintain the Goods in good, useable condition and keep them insured on the behalf of CB Interiors for their full price against all risks with an insurer who is acceptable to CB Interiors.
9.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events in sub-clause 11.1 or breaches sub–clause 7.3 then. provided that such Goods have not been resold and without limiting any other right or remedy CB Interiors may have, CB Interiors may at any time require the Customer to deliver up such Goods and, if the Customer fails to do so promptly, enter any premises of the Customer, or of any third party where the relevant Goods are stored in order to recover them.
- LIMITATION OF LIABILITY
10.1 This clause sets out the entire financial liability of CB Interiors (including any liability for the acts or omissions of its employees, agents, consultants. and subcontractors) to the Customer in respect of
- any breach of the Contract;
- any use made by the Customer of the Goods and/or Services, the Design or any part of them: and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
10.2 Subject to clause 5, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract save that, if the Customer is a consumer. the provisions of sections 2 to 5 and I 1M to I I S, in both cases inclusive, of the Supply of Goods and Services Act 1982 shall not be excluded in any event.
10.3 Nothing in these Conditions limits or excludes the liability of CB Interiors for:
- death or personal injury resulting from negligence., or
- any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by CB Interiors; or
- any liability incurred by the Customer as a result of any breach by the CB Interiors of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
10.4 C13 Interiors shall not be liable for any loss of profits or loss of business nor for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
10.5 Subject to sub-clause 10.3, CB Interiors’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation. restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall he limited to the Price.
10.6 This is not a sale by description or by sample.
- ENDING THE CONTRACT
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may end the Contract without liability to the other immediately on giving notice to the other if the other party either:
- fails to pay any amount due under the Contract on the due date under sub-clause 7.3 and remains in default not less than 14 days thereafter;
- commits a material breach of a provision of the Contract and fails to remedy it within 30 days of receipt ola notice to do so:
- is, or becomes, unable to pay its debts within the meaning of ss123 or 268 of the Insolvency Act 1986, as the case may be; or
- otherwise seeks to enter a compromise or arrangement with its creditors, or renegotiates its debts in any manner, or has an administrator, receiver, liquidator, or trustee in bankruptcy appointed over any or all of its assets.
11.2 On ending the Contract for any reason:
(a) the customer shall immediately pay to CB Interiors all of CB Interiors’ outstanding unpaid invoices and interest and, in respect of goods and/or services supplied but for which no invoice has been submitted, CB Interiors may submit an invoice, which shall he payable immediately on receipt;
- the customer shall return all of CB interior’s equipment, pre-contract materials and the Design documents. If the customer fails to do so, then CB Interiors may enter the customer’s premises and take possession of them. Until they have been returned or repossessed, the customer shall be solely responsible for their safe keeping; and
- the accrued rights and liabilities of the parties on the ending of the contract and the continuation of any provision expressly stated to survive or implicitly surviving this date, shall not be affected.
11.3 On ending the Contract (however arising), the following Conditions shall survive and continue in full force and effect:
||Intellectual property rights; Limitation of liability;
Ending the contract; and
Governing law and jurisdiction.
- SUPERVENING EVENTS
CB Interiors shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes, fire, flood, storm.
13.1 CB Interiors may, from time to time and without notice, change the Goods and/or Services in order to comply with any applicable safety or statutory requirements or availability issues, provided that such changes do not materially affect the nature, scope of the Goods and/or Services, or the Price. If CB Interiors requests a change to the scope of the Goods and/or Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
13.2 The Customer may request variations of the Design, which shall be subject to the prior written agreement of CB Interiors. and to a revision of the Price. 13.3 Subject to clause 13.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy.
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid. illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract
- ENTIRE AGREEMENT
16.1 The Conditions, Offer Letter and the Design, and any agreed variations thereof, shall constitute the whole agreement between the parties and supersede all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of any statement, representation, assurance or warranty.
16.3 Subject to sub-clauses 10.6 and 16.1, all Pre-existing Materials and any descriptions or illustrations contained in CB Interiors’ catalogues or brochures or website shall not form part of the Contract.
16.4 Nothing in this clause shall limit or exclude any liability for fraud.
- NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties_ nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post. recorded delivery or by commercial courier to the other party.
- 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, the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim regarding this Contract.