1.1 These are the terms and conditions (“Contract”) referred to in your order (‘Order’) for us to supply you with our mosaic frame products (“Goods”) as shown on our website www.lfmosaics.com (“Site”).
1.2 They describe the terms on which we will sell the Goods to you. In particular, we must deliver the correct goods to the right place at the agreed time in good condition, and they explain our legal responsibility to you if we fail to meet these standards.
1.3 They also explain that you must pay us the correct price, and when legal ownership of the Goods passes from us to you. These issues are important for insurance and risk purposes, and so we have also included a clause to explain the position if Goods are damaged or delayed for reasons outside anyone’s control (including natural causes).
2 The Contract
2.1 The Order is your offer to buy the Goods from us on the terms of this Contract, and you must make sure that the Order (and any required standards or measurements or specification of the Goods that form part of your Order) is correct.
2.2 When we send you a written acceptance, you have a binding contract with us, and this Contract is part of it.
2.3 The Contract is our entire agreement. No previous statements or representations that we have made to you form part of the Contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
2.4 If we have given you a quotation for the Goods, it is only valid for 14 days from its issue date. It is not an offer to sell you the Goods.
2.5 If either of us needs to give the other a notice under the Contract (‘Notice’), the Notice must be given properly to be effective. Clause 10.4explains how to give a proper Notice.
2.6 We will ensure that we the following information is given or made available to you prior to the formation of the Contract between us and you, unless such information is already apparent from the context of the transaction:
2.6.1 The main characteristics of the Goods;
2.6.2 Our identity and contact details;
2.6.3 The total Price (defined below) for the Goods including taxes or, if the nature of the Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
2.6.4 Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
2.6.5 Where applicable, the arrangements for payment, delivery and the time by which we undertake to deliver the Goods;
2.6.6 Our complaints handling policy;
2.6.7 We shall ensure that you are aware of our legal duty to supply goods that are in conformity with the Contract; and
2.6.8 Where applicable, details of after-sales services and commercial guarantees.
3 The Goods
3.1 The Goods are described on our Site and a summary will be attached to your Order.
3.2 If the Goods have been manufactured at your request or to any specification that you have supplied, you will pay for all expenses, losses and costs that we suffer from any claim made against us for breach of someone else’s intellectual property rights. This applies even after this Contract has ended and includes the value of any damages which a court orders us to pay.
3.3 We are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with any regulations.
4 Delivery of the Goods
4.1 We will give you a delivery note with each delivery of Goods. It will state the Order date, the Order reference number, the type and quantity of goods, the storage instructions, and the outstanding balance of the Order if we are delivering goods by instalments.
4.2 We will deliver the Goods to the delivery address designated by you within 10 working days after we send you a Notice that they are ready. However, Delivery dates are approximate, and time of delivery is not guaranteed. Delivery will be completed when the Goods are delivered to the delivery address on your Order.
4.3 If you do not accept delivery of the Goods within 10 (ten) days of our Notice date, delivery will be assumed to have been completed by us at 9:00 am on the eleventh day after the Notice date. If you have not taken delivery after this time, we are allowed to sell the Goods.
4.4 If we fail to deliver the Goods, our legal responsibility to you will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the Goods. We will not be legally responsible to you for non-delivery if you give us inadequate delivery or other supply instructions.
4.5 We are allowed to deliver the Goods in instalments. If we do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, you may not cancel other instalments because of the delay.
4.6 If we refuse to deliver the Goods, you may treat the Contract as being at an end and we will reimburse you without undue delay. Alternatively you may, instead of treating the Contract as being at an end, specify a new delivery time or time period. If we continue to fail to deliver the Goods, you may treat the Contract as being at an end and we will reimburse you without undue delay.
5.1 We want you to be satisfied with the quality of the Goods and so we offer you the following promise for 12 months from the delivery date:
5.1.1 the Goods are the same in all material respects as their description. We have made every reasonable effort to ensure that the Goods conform to illustrations, photographs and descriptions provided in our sales and marketing literature. We don’t, however, guarantee that all descriptions, illustrations and/or photographs will be precisely accurate. If we find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature, price lists or any other documents we will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible.
5.1.2 the Goods are free from significant defects;
5.1.3 the Goods are of satisfactory quality;
5.1.4 the Goods are suitable for any purpose that we have specified.
5.2 If you discover that some or all of the Goods do not meet this promise, you can either reject them within 30 days of their receipt by notice in writing to us, or require us to repair or replace them, or (if we fail to do that) require us to refund you the price of the defective Goods. This will only apply, however, if you have done the following:
5.2.1 given us a reasonable opportunity of examining the Goods, and
5.2.2 returned the Goods to us at our address and cost, if requested.
5.3 Our promise does not apply if:
5.3.1 you continue to use the Goods after you have given us Notice of a defect;
5.3.2 the defect has arisen because you have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the Goods;
5.3.3 the defect arises because we followed your instructions, specifications, drawing or design;
5.3.4 you alter or repair the Goods without previously getting our written agreement;
5.3.5 the defect is a result of fair wear and tear, negligence, (being your lack of reasonable care), abnormal storage or working conditions, or deliberate damage;
5.3.6 changes have been made to the Goods to comply with regulations which apply to them.
5.4 Our promise only applies on the basis of this clause, but it also applies on the same basis to any repaired or replacement Goods that we supply.
5.5 You may cancel your Order at any time before we despatch the Goods by contacting us in writing.
5.6 You may also cancel your Order within 14 days of receipt of the Goods if it is placed with us electronically. If you have already paid for the Goods, the payment will be refunded to you within 14 days of your cancellation (including delivery costs). You agree that this cancellation right does not apply if the Goods have been personalised for your use.
5.7 We may cancel your Order at any time before we despatch the Goods in the following circumstances:
5.7.1 The Goods are no longer in stock and we are unable to re-stock (if, for example, the Goods are discontinued); or
5.7.2 An event outside of our control set out in Clause 8.3continues for more than 14 days.
5.8 If we cancel your Order under Clause 5.7 and you have already paid for the Goods, the payment will be refunded to you within 14 days. If we cancel your Order, the cancellation will be confirmed by us in writing.
6 Ownership and Risk
6.1 The risk of damage to the Goods or their loss passes to you on completion of delivery. You should make sure that you insure the Goods from this time onwards.
6.2 Ownership of the Goods passes when you have paid us for them in full. Until the ownership passes to you, we will still own the Goods.
7 Price and Payment
7.1 The price of the Goods (“Price”) is stated in our acceptance of your Order. The Price includes VAT, packaging, delivery, insurance and transport costs.
7.2 We are allowed to increase the price, by giving you a Notice of increase up to 48 hours before we deliver the Goods, but only to take into account any of the following:
7.2.1 which are beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials, and those matters set out in Clause 8.3);
7.2.2 changes in delivery dates, or quantities, types, or specifications of Goods that you have asked for;
7.2.3 delay caused by you, or your supplying us with inadequate or inaccurate instructions.
7.3 You must pay our invoice in full within 3 working days of our invoice date. You guarantee this time of payment. If you fail to pay on time, we may charge you interest at 4% per year above the Bank of England’s base rate from time to time from the due date until payment of what you owe us, whether that happens before or after any court judgment on the debt that you owe. The interest will be earned daily and you must pay it all with the overdue amount.
7.4 You are not allowed to hold back any payment due to us as a set-off or credit or counterclaim against some other amount that you think we owe you unless the law allows it. However, we may set off any amount you owe us against any amount we owe you.
7.5 All payments for Goods must be made in advance before we can despatch the Goods to you.
8 Limitations on our Legal Responsibilities
8.1 We will not be legally responsible to you for any loss of profit or any loss which you allege arises as a consequence from our Contract with you, and our total legal responsibility to you under the Contract will not exceed the price of the Goods.
8.2 These Terms do not limit our legal responsibility for death, personal injury caused by our unreasonable carelessness (known as negligence) or any other matter that the law says we can’t exclude (for example under the Consumer Rights Act, 2015).
8.3 Neither of us will be legal responsible to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which we could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest (such as riots), explosions, mechanical breakdown, natural disasters, deliberate damage, or being let down by suppliers or sub-contractors.
8.4 We only supply Goods for domestic and private use, we make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including re-sale).
9 Data Protection
9.1 The following definition shall apply this clause 9: Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
9.2 Both of us, in so far as is required agree that we will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to and does not remove or replace, a either of our obligations under the Data Protection Legislation.
9.3 For the purposes of the Data Protection Legislation we are a data controller to the extent we process any personal data about you as part of your Order of the Goods.
9.4 You will ensure that you have all necessary appropriate consent and notice sin place to enable lawful transfer of the personal data to us for the duration and purposes of this agreement.
9.5 You agree to indemnify and keep indemnified and defend at your own expense against all costs, claims, damages or expenses incurred by us for any failure by you to comply with any of your obligations under this clause 9.
10.1 We are allowed to transfer our rights and responsibilities under this contract to someone else, for example by assignment, a legal charge or sub-contracting our rights and obligations under this contract, but you may not do any of these things unless we have previously agreed in writing that you can.
10.2 Nobody other than we and you may rely on any terms of this Contract.
10.3 Changes to this Contract are only binding if we agree them in writing, sign them and give you a copy.
10.4 If either of us wishes to give a notice to the other under the contract, we must give it in writing and either deliver it or send it by first class post to the other’s registered office (or another address specifically given to the sender for this purpose) or by email. Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings. Our registered office address is 19 Shelley Rise, Rochester, Kent ME1 1BH, United Kingdom. Our email is email@example.com.
10.5 Delay in exercising a right under this Contract will not take away that right or any other right.
10.6 We always welcome feedback from our customers and, whilst we always use all reasonable endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.
10.7 All complaints are handled in accordance with our complaints handling policy and procedure. Complaints may be initiated by contacting firstname.lastname@example.org.
10.8 This Contract operates under by English law and only the courts of England and Wales will have the right to deal with any disputes arising from it.