1.1 "Buyer" means the individual, company or organisation who buys or agrees to buy the Goods from the Seller;
1.2 "Consumer" shall have the meaning ascribed in section 12 of the Contract Terms Act 1977;
1.3 "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.4 Goods" means the articles that the Buyer agrees to buy from the Seller;
1.5 "Seller" means Office Blind Systems Limited, of Unit B, Hastingwood Business Centre, Hastingwood Road, Hastingwood, Essex. CM17 9GD. United Kingdom;
1.6 "Terms and 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.
2.1 Nothing in these Terms and Conditions shall affect the Buyer's statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Confirmation of any order by the Buyer and/or acceptance of delivery/installation of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Terms and Conditions.
2.4 Any variation of these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3.1 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Seller. The Seller may choose not to accept an order for any reason.
3.2 Where the Goods ordered by the Buyer are not available from directly from stock and are subject to a "Made to Measure" order the Buyer shall be notified and given and approximate delivery/installation date. Any order placed by the Buyer is an acceptance that any Made to Measure order cannot be delivered directly from stock.
3.3 Orders of "made to measure" goods are individually processed and materials not used in their intended location cannot be credited or reprocessed by the Company.
The order shall be payable in full on signing of this agreement (unless a written credit agreement is in place) which shall be forfeited to the Company on account of damages in the event of the Purchaser's breach of Contract but the Company's right to damages shall not be limited to the monies paid by the Purchaser but to the total loss suffered by the Company resulting from the breach whichever is the greater. The balance of the purchase price together with the price for any agreed variations or additions shall be payable by the Customer at the time the installation date is confirmed and at the very latest from 3 days prior to installation and no later than the date and time of installation. All invoices carry interest at 5.9% above the current Bank of England base rate from or after the "due" date of any invoice which remains unpaid from its due date.
4. PRICE AND PAYMENT
4.1 The Price of the Goods shall be that stipulated in the Seller's Estimate or Quotation. The price includes delivery charges if delivered and installation charges if required within the London M25 radius and within 10 miles outside the London M25 area. Additional delivery or installation charges are payable if delivery is outside the prescribed area. The Buyer fully accepts that any Made to Measure order which cannot be installed due to any changes made by the Buyer to the original specification including but not limited to "size" changes, installation access or un-notified colour/fabric changes will be subject to additional charges which will include but not limited to additional "Call out Charge", additional "installation" costs, additional "alteration" costs and additional "re-make" cost.
4.2 The total purchase price, including VAT and delivery or installation charges, if any, will be clearly displayed in the Estimate or Quotation prior to confirming the order.
4.3 Payment of the price plus VAT and delivery or installation charges must be made in full (proforma)or by arrangement of a payment as stipulated in these terms and conditions prior to the Goods being taken, , picked up, despatched, delivered or installed unless the privilege of a pre-arranged credit account of a maximum of 28 days net has been fully agreed in writing. In all cases, no credit account is offered or implied to "new" customers who have had no previous dealings or the running of a credit account with the buyer. All "new" customers are required to pay on a "proforma" basis until such time that the buyer deems the seller has the privilege of a pre-arranged credit account.
4.4 The contract price is based on the costs of materials, labour, sub-contracts, transport, taxes and duties and ruling at the date of the quotation. The Seller reserves the right to amend the contract price to take account of any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause before or after (in the case of raised taxes) the Buyer has accepted a quotation.
4.5 The Seller's terms may require non-account holders or new customers pay a proforma invoice payment of the full order value (including taxes) at the time of order. Different terms may be imposed to any Buyer at the sole discretion of the Seller.
4.6 Where no account has been agreed by the Seller the Goods will not be delivered until the Seller is paid the amount shown on the proforma invoice relating to the Goods.
4.7 Where an account has been agreed the Seller may at its absolute discretion set and alter the Buyer's credit limit and the Seller reserves the right not to deliver the Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer's credit limit.
4.8 When an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer's credit limit the price will become payable upon delivery.
5. RIGHTS OF SELLER
5.1 The Seller reserves the right to adjust the price and specification of any item at its discretion.
5.2 The Seller reserves the right to withdraw any goods from the range available at any time.
5.3 The Seller shall not be liable to anyone for withdrawing any Goods from the range or for refusing to process an order.
6. AGE OF CONSENT
6.1 Where Goods may only be purchased by persons of a certain age the Buyer may be asked when placing an order to declare that they are of the appropriate legal age and/or have the authority to purchase the Goods.
6.2 If the Seller discovers that the Buyer is not legally entitled or has the authority to order certain Goods, the Seller shall be entitled to cancel the order immediately, without notice.
The Seller guarantees that the Goods will at the time of dispatch correspond to the description and specification given by the Seller. Except where the Buyer is dealing as a direct consumer where specifications are given by the Buyer, all other guarantees, conditions, or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by Statute, common law or otherwise are excluded, and the Buyer is satisfied as to the suitability of the Goods for the Buyer's purpose, not excluding any guarantee offered.
8. DELIVERY AND/OR INSTALLATION
8.1 Goods supplied within the UK will normally be delivered within 10-12 working days but please allow up to 28 working days of receipt/installation of order.
8.2 Goods supplied outside the UK will normally be delivered within 20 working days but please allow 38 working days of receipt of order.
8.3 Where a specific delivery/installation date has been agreed, and where this delivery date cannot be met, the Buyer will be notified and given the opportunity to agree on a new delivery/installation date.
8.4 The Seller shall use its reasonable endeavours to meet any date agreed for delivery/installation. In any event time of delivery/installation shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated or agreed delivery/installation date.
8.5 Delivery/Installation of the Goods shall be made to the Buyer's address or the agreed address of installation specified in the order and the Buyer shall make all arrangements necessary to take delivery and to allow reasonable access for installation purposes of the Goods whenever they are tendered for delivery/installation. It is the Buyer's responsibility to ensure that the area where installation is to take place is structurally sound, free from any defect and cleaned prior to any installation. We cannot and will not be held responsible for any dirty marks which may occur to any blinds which are installed in an un-cleaned or dirty area or environment or the inability to obtain a safe and secure fixing if the surface area is not sufficiently sound, strong and secure. It is the Buyer's responsibility to ensure a safe working area is provided where installation is required.
8.6 In the case of access for installation the Buyer will ensure that any area where installation is to take place will be fully cleared of, but not limited too, all movable objects, including desks, computers, screens, cables, paperwork, terminals and any object that may cause harm or discomfort to the installation operative(s) the Seller or Sellers insurer will accept no responsibility whatsoever or howsoever if such areas within 2 metres radius of the installation area is not cleared. Furthermore, any injury caused to any installation operative or damage caused to goods owned by the Buyer such as tools due to un-cleared areas may result in legal action for compensation to cover any such claim.
8.7 Title of the Goods shall pass to the Buyer upon full payment of the Goods and risk in the Goods shall pass to the Buyer upon delivery/installation of the Goods.
9. CANCELLATION AND RETURN
9.1 The Buyer shall inspect the Goods immediately upon delivery/installation and shall notify the Seller immediately if the Goods are damaged or do not comply with any of the Contract specifications. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
9.2 Where a claim of a defect is made the Goods shall be returned to the Seller for repair/replacement. No refund is offered or implied for custom made to measure Goods.
9.3 Where returned Goods are found to be damaged due to the Buyer's fault the Buyer will be liable for the cost of remedying such damage and/or re-installation charges, call out fee and any other loss.
9.4 Made to measure goods ordered can be cancelled at any time but must be PAID FOR IN FULL once an order has been placed by the Buyer. The Buyer fully accepts that once a Made to Measure order is placed all Goods and Services including any installation costs must be paid for in full once an order has been cancelled by the Buyer. An order shall be deemed as "Cancelled" by the Seller if no reasonable access is given or agreed for delivery/installation by the Buyer within 6 weeks of the original order date. Once an order is deemed as "Cancelled" the Buyer will become liable for all costs including but not limited to the original agreed order value including any installation costs.
10. LIMITATION OF LIABILITY
10.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the Price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
10.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury resulting from the negligence of the Seller or that of the Seller's agents or employees.
No waiver by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
12. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
14. CHANGES TO TERMS AND CONDITIONS
The Seller shall be entitled to alter these Terms and Conditions at any time. but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
15. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.