Terms and Conditions
Construction of Contract
1.1. In these Conditions the following expressions shall have the following meanings:
“The Seller” shall mean ‘Artified’.
“The Buyer” shall mean the person, whose order for the Goods is accepted by the Seller.
“The Goods” shall mean the goods which the Seller has or is to supply in accordance with these Conditions.
“The Contract” shall mean the contract for the sale of the Goods by the Seller to the Buyer in accordance with these Conditions.
“The Conditions” shall mean the terms conditions set out in this document. “The Order” shall mean the Buyer’s order for the Goods, as set out in the Buyer’s purchase order.
Basis of Contract
2.1. 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 dealings.
2.2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3. Unless accepted before lapse or withdrawal, quotations may be withdrawn at any time and shall lapse automatically after the date specified in the quotation.
2.4. Subject to clause 2.5 below, an Order from a Buyer shall only be deemed to be accepted when the Seller issues a written acceptance of the Order or dispatches the Goods referred to in the Order, at which point the Contract shall come into existence.
2.5. Any such acceptance shall be subject to the Buyer’s credit being to the satisfaction of the Seller and the Seller shall be entitled to cancel the Contract without liability should the Buyer’s credit subsequently become inadequate for whatever reason.
2.6. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
2.7. Any samples, drawings, descriptive matter, or advertising published by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced 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.
3.1. Although the Seller will endeavour to deliver the Goods within any delivery or installation time specified (if any) in any quotation (in writing or otherwise) that time is an estimate and not of the essence of the Contract. In no event whatsoever will the Seller be liable for damages or
charges of any kind including special indirect or consequent damages caused by any delay in delivery or installation.
3.2. Any time specified shall be extended by any period or periods during which the delivery of the Goods or the work by the Seller in connection with the Contract is delayed due to any event beyond the Seller’s reasonable control, which by its nature could not have been foreseen, or, if it
could have been foreseen, was unavoidable, including, fire, explosion, flood, storm, tempest, sabotage, strikes (official and unofficial and whether involving its own workforce or a third parties workforce), acts of God, riot, invasion, acts of war, shortage of labour, power or materials, civil
commotion, accidents, plant breakdown, failure of supply of the Goods (or parts for any Goods) by the Seller’s supplier, compliance with an order of an apparently competent authority, or any other event beyond the Seller’s control.
3.3. If any such delivery or installation time is so extended by more than six weeks then the Buyer shall be entitled to give written notice to the Seller requiring the Goods to be delivered within 28 days of the date of such notice failing which the Buyer will have the right to give further written notice terminating the Contract forthwith.
3.4. The Seller shall be entitled to deliver the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in the type, specification, colour, quality or quantity of an instalment of the Goods or any other breach of these Conditions shall not entitle the Buyer to cancel any other instalment.
3.5. The delivery by the Seller of a greater or lesser quantity of the Goods than the quantity provided for in the Contract, or the delivery of goods only some of which are defective, shall not entitle the Buyer to reject all of the Goods delivered.
3.6. Where the delivery address is the Seller’s premises, collection of the Goods shall be made by the Buyer or his agent collecting the Goods at the Sellers premises at any time after the Seller has notified the Buyer that the Goods are ready for collection and where the delivery address is not the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for delivery. Where the delivery address is not the Seller’s premises, delivery of the Goods shall be made by the Seller or his agent delivering the Goods to that place.
3.7. If the Buyer refuses or fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice
to any other rights or remedies available to the Seller, the Seller may:
3.7.1. Charge the Buyer £10 per item minimum failed delivery charge. Full cost available on application;
3.7.2. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
3.7.3. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for any excess over the price under the Contract or charge the Buyer for any additional costs incurred.
3.8. The delivery address is not at the Seller’s premises, and in order that the Seller can comply with its carriers conditions, any claim in respect of an error in the quantity of packages of Goods delivered or in respect of damage to the Goods in transit must be;
3.9 If any Goods invoiced by the Seller are not delivered, the Buyer must notify the Seller within three days of the date of invoice, in order that the Seller can claim against its carriers where appropriate, failing which the Buyer will remain liable to pay for the Goods in full.
Property and Risk
4.1. The risk in the Goods shall pass to the Buyer on completion of delivery.
4.2. Title to the Goods shall not pass to the Buyer until the earlier of:
4.2.1. the Seller receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
4.2.2. the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 4.4.
4.3. Until title to the Goods has passed to the Buyer, the Buyer shall:
4.3.1. Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
4.3.2. Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
4.3.3. Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
4.3.4. Notify the Seller immediately if it becomes subject to any of the events listed in clause 7;
4.3.6. Give the Seller such information relating to the Goods as the Seller may require from time to time.
4.4. Subject to clause 4.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
4.4.1. It does so as principal and not as the Seller’s agent; and
4.4.2. Title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
4.5. If before title to the Goods passes to the Buyer, and notwithstanding any credit terms afforded to the Buyer by the Seller, the Buyer becomes subject to any of the events listed in clause 7, then, without limiting any other right or remedy the Seller may have:
4.5.1. The Buyer’s right to resell the Goods or use them in the ordinary course of its business
ceases immediately; and
4.5.2. The Seller may at any time:
184.108.40.206. Require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
220.127.116.11. If the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
4.6. The Seller may by notice to the Buyer cause title in all or any part of the Goods specified in the notice to pass to the Buyer.
5.1. The price of the Goods shall be the price set out in the confirmation of Order, If a Buyer believes that the price is incorrect the Seller must be notified within 24 hours after the confirmation of Order has been received. Failure to do so will be construed as acceptance of the price as being correct.
5.2. The Seller may invoice the Buyer for the Goods on the date of the Contract or at any time after that date.
6.1. If the Seller has granted the Buyer credit facilities payment of the price must be made within 30 days following month end from the date of the invoice. Otherwise payment must be in cash or cleared funds prior to delivery. Payment shall be made direct to the Seller in the currency invoiced to the address shown for payment. The Seller shall be entitled to withdraw the Buyer's credit facility (if any) at any time at its sole discretion. Any outstanding payments shall become immediately due.
6.2. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). 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.
7. The Contract may be cancelled by the Buyer only with the Seller’s written consent. In event of such cancellation the Seller shall be entitled to charge the Buyer cancellation charge, commensurate with the Seller’s cost incurred up to the date of the cancellation plus the Seller’s loss of profit.
Law and Jurisdiction
8. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
10.1. 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 or other next working day delivery service, commercial courier or e-mail.
10.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.1; if sent by pre-paid first class post or other next working day delivery service, at 11.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, the date it was sent.
10.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Warranty and Exemptions
11.1. The Seller warrants that the Goods, shall:
11.1.1. Conform in all material respects with their description;
11.1.2. Be free from material defects in design, material and workmanship; and
11.1.3. Be of satisfactory quality within the meaning of the Sale of Goods Act 1979
11.2. The Seller shall not be liable for Goods; failure to comply with the warranty set out in in any of the following events:
11.2.1. The defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
11.2.2. The defect arises as a result of the Seller following any drawing, design or specification
supplied by the Buyer;
11.2.3. The Buyer alters or repairs such Goods without the written consent of the Seller;
11.2.4. The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
11.2.5. The Goods differ from their description or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.3. Nothing in these Conditions shall limit or exclude the Seller’s liability for:
11.3.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.3.2. Fraud or fraudulent misrepresentation;
11.3.3. Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.3.4. Defective products under the Consumer Protection Act 1987; or
11.3.5. Any matter in respect of which it would be unlawful for the Seller to exclude or restrict
12.1. Once bespoke orders have been acknowledged by Artified we cannot accept cancellations
12.2. Refused deliveries of bespoke items are not eligible for credit.
12.3. Bespoke orders cannot be returned for credit.
13.1. The goods must be signed as damaged when received.
13.2. Any damages or shortages must be reported to us within three working days of delivery in order for us to follow the couriers insurance claims procedure.
14 A waiver of any right or remedy under the Contract or law 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Third party rights
15. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.