JUST WARDROBE DOORS

Registered Office: 10-12 Lombard Wimbledon London SW19 3TZ
Email: sales@justwardrobedoors.co.uk
Website: www.justwardrobedoors.co.uk

Terms and Conditions for the Sale of Goods

October 2019

DEFINITIONS:

“The Seller” or “JUSTWARDROBEDOORS” means Richard Baker Designs T/A JUSTWARDROBEDOORS.

“The Buyer” means the person, partnership, firm or company which places the order with the Seller.

“The Goods” means the article, things or items described in the order.

“The Order” means the order placed by the Buyer for the supply of the Goods.

“The Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 1.2.

“The Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

“Force Majeure Event” has the meaning given in clause 17.

“The Manufacturer” means the person, firm, or company who manufactured the Goods supplied by the Seller under the Contract.

“The Website” means the website operated by the Seller. 1.2. The Seller reserves the right to change these terms and conditions from time to time without notice to the Buyer and the changes will take place on the day they are posted. Any such changes will

2. TRADE ACCOUNTS

2.1. The Seller is a trade only supplier and requires evidence of business trading before supplying any potential Buyer. The Buyer must provide documentary proof (eg Commercial property lease, Vat Certificate, Business invoices, etc.), as well as a fully completed Coach House trade application, which can be found on the Seller’s website www.justwardrobedoors.co.uk

2.2. The Seller reserves the right to reject any application it considers is not from a ‘bona fide’ trade Buyer.

2.3. The Seller reserves the right to cancel trade accounts without notice.

2.4. The Seller reserves the right to change prices without notice.

3. PURCHASE OF PRODUCTS

3.1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms of the Order submitted by the Buyer are complete and accurate.

3.3. The Order shall only be deemed to be accepted when the Seller accepts the Order, at which point the Contract shall come into existence.

3.4. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

3.5. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the catalogues or the Website of the Seller are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3.6. The Seller requires an annual minimum spend of £5,000.00 on all trade accounts. Accounts that fall below this value will be revoked and the account closed.

4. PRODUCT DESIGN AND CHARACTERISTICS

4.1. Subject to clause 3.5, the Goods are as:- (a) described by the Seller in any catalogue of the Seller; or (b) described on the Website; or (c) inspected by the Buyer at the Seller’s premises; or (d) described orally by the Seller at the request of the Buyer.

4.2. In the event of errors regarding price or description, the Seller will notify the Buyer as soon as possible and provide the Buyer with the option to either proceed with a revised Order at the correct price/description, or to cancel the Order. In these circumstances the Seller’s liability shall be limited to providing a full refund of monies paid.

4.3. In purchasing Goods from the Seller on these Conditions, the Buyer is deemed to acknowledge that it does not rely upon the skill or judgement of the Seller or of its employees or agents as to matters connected with the Goods.

4.4. The Seller may occasionally alter or slightly change the design of items. It cannot accept these as faults. The majority of the Seller’s furniture is hand crafted and therefore sizes are only offered as a guide. The Seller reserves the right to change specifications without prior notice.

5. PAYMENTS

5.1. Payment is strictly C.O.D or the agreed terms on each order by prior arrangement.
If a confirmed delivery is aborted at the request of the Buyer, a charge will be applied.

5.2. The price of the Goods shall be the price set out in the Order or in the Seller’s written acceptance of the Order, or, if no price is quoted, the price as previously notified to the Buyer.

5.3. The price of the Goods is exclusive of amounts in respect of value added tax (VAT).

5.4. The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

6. DELIVERIES

6.1. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

6.2. The Buyer’s premises must have good road access which facilitates the manoeuvre of a 45’ articulated vehicle to within close proximity of the delivery point. The drivers are unaccompanied and may require assistance with unloading.

6.3. The Seller’s Insurance only covers delivery to the Buyer’s door and does not extend to moving items inside the Buyer’s property. The Seller will not be liable for any damage caused by drivers carrying stock into the Buyer’s premises. Drivers will remain with their vehicle and will not leave the vehicle unattended.

6.4. In the event that the Buyer fails to unload the Goods within 1 hour of their arrival at the Buyer’s premises or such other destination as notified to the Seller at the time of placing the order, the Buyer shall be liable to the Seller for the additional costs incurred by the Seller. The Seller shall not be liable to the Buyer for any damage or loss arising directly or indirectly from any delay in delivery.

6.5. Unless otherwise agreed in writing, any delivery times specified by the Seller in its quotation or otherwise, are business estimates only and the Seller will not be liable to the Buyer for any loss or damage (whether direct, indirect or consequential) sustained by the Buyer as a result of the Seller’s failure to comply with such delivery times.

6.6. The Seller shall have the right to cancel or to reduce the volume of Goods delivered if it is prevented from or hindered in delivery of the Goods through any circumstances beyond its control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for any loss or damage.

7. RETURNS, DAMAGES/DISCREPANCIES UPLIFTS

7.1. The Buyer must inspect the condition of the Goods immediately upon receipt and report in writing within 7 days (including Saturday and Sunday) from such inspection, via the Sellers website returns form, any damaged Goods or discrepancies in Goods. If the Buyer fails to give such notice the condition of the said Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly. The Buyer must keep the packaging intact when unwrapping the Goods. This is essential in preventing the Goods being damaged on return. Under no circumstances can the Seller accept returns that do not have their original packaging.

7.2. The Seller is unable to accept returns for items that have not been delivered by JUSTWARDROBEDOORS. The Seller will not be held responsible for any damage incurred via a third party carrier/couriers including Buyer’s own transport. All Goods must be checked within 7 days (including Saturday and Sunday) before transporting on to end user. The Seller will not accept items returned for credit (except for manufacturing faults) when the Buyer has used a third party carrier to collect or deliver goods. It is recommended that the Buyer ensures any transport companies, collecting or delivering on the Buyer’s behalf, have the necessary insurance in place.

7.3. Goods are not accepted by the Seller for return from the Buyer without the prior consent of the Seller.

7.4. All delivery notes must be signed and name printed by the Buyer and the driver delivering the order. In the event that the quantity of Goods delivered falls short or exceeds the quantity specified on the delivery note, the actual quantity unloaded shall be recorded on the delivery note and countersigned by the Buyer and the driver delivering the Goods, who shall also record the quantity delivered on both copies.

7.5. If Goods are to be returned the Buyer must request an uplift in writing via JUSTWARDROBEDOORS website within 7 days (including Saturday and Sunday) of receipt, giving notice to the Seller that the Goods (or any part thereof) will be ready for collection. The Seller will arrange for collection on the next available order delivery. The Goods must be returned in the original packaging (or packaging of a similar nature for Goods with manufacturing faults) eg. bubble wrap and cardboard.

7.6. All items to be returned must be packaged in original packaging (save for Goods with manufacturing faults) and ready for uplift when the driver arrives at the Buyer’s business premises. Drivers will refuse to uplift any items that are deemed to be inadequately packaged.

7.7. Only two separate attempts will be made to uplift return items. If the items are still not available the Buyer’s uplift request will be cancelled and no credit will be issued.

7.8. All returned Goods are subjected to a full Quality Control inspection before any decision regarding refund is made. The Seller has the final say on whether an item is defective or not. The value of the refund issued to the Buyer is at the Seller’s discretion and each case will be considered on its own merit.

8. CANCELLATIONS

8.1. Contracts are not subject to cancellation without the Seller’s written consent. Where cancellation is accepted, the Seller shall in addition to any express terms of cancellation be entitled to reimbursement of any costs incurred by the Seller in connection with the contract.

8.2. All Orders must be cancelled in writing via email within 7 days of the payment made, or if a delivery date in less then 4 weeks is given, cancellation will not be accepted.

8.3. The Buyer will be charged a minimum or 50% for any orders cancelled and design costs on top if applicable and will be fully reimbursed to the seller.

8.4. The Seller may terminate the Contract if the Seller is unable to fulfil the Order. In the event of such termination, the liability of the Seller shall be limited to refunding any payments made by the Buyer pursuant to the Contract.

9. PRODUCT MARKETING

9.1. Contact Information All JUSTWARDROBEDOOR Trade customer account holders must have their contact phone number and full postal address clearly visible on their website.

9.2. Photography The Seller owns the copyright in the product images (Product Photos) and images with style impressions (Lifestyle Imagery) that are used by the Seller in its promotional material and on its website. The Seller may provide Product Photos or Lifestyle Imagery for use with the Buyer’s marketing literature but the Seller’s Lifestyle / Room shot settings MUST NOT be used on any of the Buyer’s websites, internet pages or any other marketing material without prior permission.
The Buyer must contact JUSTWARDROBE DOORS head office in advance of designing a website which includes any JUSTWARDROBEDOOR images. In appropriate instances, use of some Product Photos or Lifestyle Imagery may be allowed at the sole discretion of the Seller. All such imagery must be removed within a month of accounts being terminated.

9.3. The product names remain the property of JUSTWARDROBEDOORS, to use these names then it must be made clear the images are the property of JUSTWARDROBE DOORS on the Buyer’s websites.
The Buyer’s products must not be searchable through any major search engines by product code (SKU) alone including use of the product Code / SKU within the disk file name of the image or embedded within the metadata of the file.

9.4. Restrictions (a) The Seller does not permit any Buyer/Retailer to advertise or promote any JUSTWARDROBEDOORS products on eBay, Amazon, Etsy or other Multi Retailer selling websites.
Branding the Goods as JUSTWARDROBEDOORS is not permitted.
Whilst Social media sites can be used for advertising using the Buyer’s own imagery of products, selling through these platforms using any form of JUSTWARDROBEDOORS imagery is not permitted
Accounts found to be selling via these sites or using JUSTWARDROBEDOORS imagery will have their trading terms revoked and their trade account closed.
The Buyer must not stimulate the sale of the Seller’s products in a manner that may damage the image or reputation of JUSTWARDROBEDOORS. The Seller’s products should not be promoted through nonconformist expressions such as brightly coloured advertising notices and flashing banners.

9.5. Seller Guidelines
It is at the Seller’s discretion as to which products will be available for sale within each platform. The Buyer’s digital or mobile platform must be approved via a separate assessment. For further details, please refer to ‘Seller guidelines’ or contact the Seller’s office.
Any action taken by the Buyer which may negatively impact on the reputation or image of the Seller may result in the termination of the account.

10. TITLE AND RISK

10.1. The risk in the Goods shall pass to the Buyer on completion of delivery to the Buyer’s premises or such other premises notified by the Buyer at the time of Order.

10.2. Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods that the Seller has supplied to the Buyer in respect of which payment has become due.

10.3. Until title to the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the bailee of the Seller; (b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the property of the Seller; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify the Seller immediately if it becomes subject to any of the events listed in clause 14; and (f) give the Seller such information relating to the Goods as the Seller may require from time to time, but the Buyer may sell the Goods in the ordinary course of its business.

11. LIMITATION OF LIABILITY

11.1. Nothing in these Conditions shall limit or exclude the liability of the Seller for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

11.2. Subject to clause

11.1: (a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) the total liability of the Seller to the Buyer 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 100% of the price of the Goods. 15.3. 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.

12. GENERAL INFORMATION

12.1. Unless otherwise agreed in writing by the Seller, these conditions supersede any earlier conditions appearing in the Seller’s catalogue or elsewhere and override any terms and conditions stipulated, incorporated or referred to by the Buyer, whether in the order or in any negotiations.

12.2. All guarantees, warranties or conditions (including any conditions as to quality or fitness for particular purpose) whether express or implied by statute, common law or otherwise are excluded and hereby negated (save where such exclusions are prohibited by the Unfair Contract Terms Act 1977).

12.3. All Drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the Goods, shall not be taken to be representations made by the Seller, and are not warranted to be accurate.

12.4. The Seller’s employees have no authority to make any representation, statement or report not contained in or incorporated into the quotation by the Seller and the Seller shall not be bound by any unauthorised representation, statement or report. If the Seller adopts any changes in construction, design or specification of its products, the Buyer shall accept the product so changed in fulfilment of the order. All Goods sold are intended for domestic use unless otherwise stated. The Seller cannot accept responsibility if used for contract/commercial purposes.

12.5. The Seller’s prices are calculated on the basis that these Conditions apply. Buyers requiring prices to be quoted on a different basis should inform the Seller.

12.6. These terms and conditions only apply to Buyers who deal directly with the Seller and not Buyers purchasing through agents or distributors.

12.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.

13. FORCE MAJEURE

13.1. 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, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

14. NOTICES

14.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery or email.

14.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.1; if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting; or, if sent by email, one Business Day after transmission.

14.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15. SEVERANCE

15.1. 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.

15.2. 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.

16. WAIVER

16.1. 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.

17. ASSIGNMENT AND SUBCONTRACTING

17.1. The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

17.2. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.

18. GOVERNING LAW AND JURISDICTION

18.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual 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.