Jones Interiors - Product Guide 9

Terms & Conditions 6.4.5 Upon determination of the Buyer’s power of use and sale pursuant to Clause 6.4.3 or 6.4.4 the Buyer shall place at the disposal of the Company any of the Goods in its possession or under its control and unsold and further the Company shall be entitled to enter upon any premises of the Buyer for the purpose of removing such Goods. 6.5 6.5.1 In this sub-clause ‘payment’ means any payment made by the Buyer in respect of the Goods or of any part thereof or any other payment by the Buyer. 6.5.2 At any time and notwithstanding any purported contrary appropriation by the Buyer the Company shall be entitled in its absolute discretion to appropriate any payment to the settlement in full or in part of such sums owed to it by the Buyer as it shall think fit. 7. Lien and Stoppage The Company has the right to withhold delivery in any of the circumstances set out in Clause 4.5.1. 8. Inspection and Shortages 8.1 The Buyer is under a duty where possible to inspect the Goods on delivery as in Clause 5.1 hereof. 8.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked not examined, damaged or short. 8.3 The Company shall be under no liability either under these Conditions or otherwise unless: 8.3.1 The carrier’s note (or, if delivery is by the Company’s vehicle or by collection by the Buyer’s vehicle, the Company’s delivery sheet) is marked sufficiently to identify shortages or defects and 8.3.2 Written complaint detailing the alleged shortages or defects is made to the carrier within the time limited by the carrier’s terms and to the Company within 14 days after delivery of the consignment complained of (whether delivery is by carrier or otherwise) and 8.3.3 An opportunity to inspect the Goods is given to the Company before any use is made of them or any alteration or modification is made to them by the Buyer. 8.4 Where the Company is liable it shall entirely at its own option either make good any shortage in the Goods and where appropriate replace any damaged Goods as soon as it is reasonably able to do so or credit the Buyer with the value of the Goods not delivered but otherwise shall be under no liability whatsoever or howsoever arising for such shortage or damage. 8.5 ‘ Shortage’ shall for the purpose of this Clause be interpreted under the provisions of Clause 11. 9. Warranties 9.1 The Company warrants that it has title to and the unencumbered rights to sell the Goods. 9.2 No representation or warranty is given as to the suitability or fitness of the Goods for any or any particular purpose and the Buyer shall satisfy himself in this respect and shall be totally responsible therefore notwithstanding any advice or information which may be given to the Buyer all of which is given in good faith but without any liability. 9.3 The Company shall use every care to ensure uniformity and matching in shades in fabric but shall not be liable for any shade discrepancy arising out of varying dye affinities of fabric or variations of shade between different dye-lots or loss of colour fastness. 9.4 if the Goods are in such a condition as would but for this condition entitle the Buyer to repudiate the contract and/or claim damages the Company reserves the right to replace the Goods. 9.5 If the Buyer alleges that the Goods are in the condition referred to in sub-clause 9.4 he shall return the Goods to the Company at his own expense and the risk of accidental loss while they are being returned will be borne by the Buyer. 10. Liability 10.1 Nothing in this Clause shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence. 10.2 Each of the sub-clauses in this Clause is to be treated as separate and independent. 10.3 The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be loss of profits, loss of contracts, damage to property of the Buyer or anyone else and personal injury to the Buyer or anyone else (except in so far as such injuries are attributable to the Company’s negligence). 10.4 Where notwithstanding the provisions of these Conditions the Company is liable to the Buyer, its total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed £1,000 or the contract price whichever is the smaller. 11. Quantity While the Company shall seek to ensure that the quantity of Goods delivered accords with the quantity ordered by the Buyer it shall be under no liability for any shortfall not exceeding 5% and the Buyer shall (subject to provisions of these conditions) pay for the quantity supplied up to 5% in excess of the quantity ordered. 12. The Buyer warrants that nothing in the order to the Company constitutes a breach or infringement of any patent copyright design trade mark or other industrial or intellectual property right and shall indemnify the Company against any and all loss damage or liability suffered and legal fees and costs incurred by the Company resulting from any breach thereof or from any allegation of such breach by any third party claiming against the Company. 13. Force Majeure 13.1 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control. Non-exhaustive illustrations of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lock-outs, Government action or regulations (whether of the United Kingdom or otherwise), delay or failure by suppliers, accidents and shortages of materials, labour or manufacturing facilities. 13.2 Should the Company be prevented from delivering in the circumstances set out in sub-clause 13.1 it shall give the Buyer written notice of this fact as soon as reasonably practicable after discovering it. 13.3 If the circumstances preventing delivery are still continuing 3 months after the notice then either party may give written notice to the other cancelling the contract. 13.4 If the contract is cancelled under the provisions of this Clause the company will refund any payment which the Buyer has already made on account of the price subject to deduction of any amounts the Company is entitled to claim from the Buyer but the Company will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver. 14. Sales Documentation Whilst the Company takes every precaution in the preparation of its and, insofar as it can do so, its manufacturers’ catalogues, price lists, other literature and selling aids, these documents are for the Buyer’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby. 15. Notices Any notice to be given hereunder shall be sent by prepaid first class post or by telex or by facsimile and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or facsimile to the correct telex or facsimile number of the addressee. 16. Assignment Neither the Company nor the Buyer shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the other. 17. Waiver Any neglect or delay by or forbearance on the part of the Company in seeking to implement or enforce these conditions or any of them shall not act as nor shall be deemed to be a waiver of or release from any of the Conditions hereof. 18. Proper Law and Jurisdiction The contract shall be governed and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English courts save that the Company shall not be limited in its right to commence any proceedings in any other jurisdiction it may consider appropriate. 19. Headings The headings of these Conditions are for convenience only and shall have no effect on the interpretation thereof. JONES Est 1909 0115 9738 708 www.jones-interiors.com sales@jones-interiors.com 328