TERMS AND CONDITIONS OF SALE

The Buyer’s attention is drawn in particular to clauses 9 and 10 Interpretation In these Conditions: 

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Buyer means the person or company who buys or agrees to buy the Goods from the Seller;
Conditions means the terms and conditions of sale set out in this document as may be amended in writing from time to time; 

Contract means the contract for the sale and purchase of the Goods pursuant to these Conditions; 

Delivery means the date specified by the Seller when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later; Delivery Destination means the Delivery of the Goods to the Place of Carriage and the terms Deliver and Delivered shall be construed accordingly; Goods means the items which the Buyer agrees to purchase from the Seller from time to time; 

List means the Seller’s current product list, and shall be deemed to include any fliers or other promotional material notifying the Buyer of new, amended or altered products, special offers or other promotions which the Seller may from time to time circulate; 

Place of Carriage means such port or other place of carriage as shall be notified to the Buyer from time to time; 

Seller means [L’Apartement Ltd ]; and 

Working Day means any weekday on which banks and other financial institutions in the City of London are open for business.

Conditions Applicable
These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document. All orders for Goods , whether in writing or not, shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. Such orders shall not be deemed to have been accepted by the Seller until such time as the order has been processed through the Seller’s order processing system. Any variation to these Conditions shall be inapplicable unless agreed in advance in writing by the Seller. The Seller reserves the right to refuse to supply an individual or company at any time for any reason.

Price and Delivery Charges
Where the Goods are sold by reference to the List then the price of the Goods shall be the price stipulated in the List at the Delivery Date.
For the avoidance of doubt, unless otherwise stated prices quoted for Goods in the List are shown per item. Where the Goods are not sold by reference to the List then the price of the Goods shall be the price advised by the Seller to the Buyer from time to time and as stated in the invoice. For the avoidance of doubt, unless otherwise stated, the price of the Goods, and all charges, limits or fees referred to in these Conditions are deemed to be exclusive of VAT (if applicable) (or similar tax) at the prevailing rate, which is currently 17.5%, and exclusive of any other tax or duty relating to manufacture, transport, import or export all of which (if relevant) shall be applicable at the prevailing rate at the Delivery Date. All prices quoted in the List and all charges referred to in these Conditions are in pounds sterling unless otherwise specified, and all payments must be made in pounds sterling unless otherwise agreed in writing by the Seller. 

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Delivery and Insurance
Delivery shall take place by such method as the Seller may in its absolute discretion decide, to the Delivery Destination, on or as close to the Delivery Date as is reasonably practicable in all the circumstances. Deliveries shall be made between [8.30 am] and [6.30 pm] on any Working Day. In the event that the Buyer requires a delivery on a day which is not a Working Day, or outside the times specified in clause 4.2, the Seller reserves the right to make an additional charge, and shall advise the Buyer of such additional charge when the order is confirmed. For the avoidance of doubt, the Delivery Date, and the times specified in clause 4.2, are approximate only, and time shall not be of the essence for delivery. Delivery of the Goods shall be deemed to have taken place when they have been delivered to the Delivery Destination and a signature on behalf of the Buyer has been received in respect of the Goods, save where the Buyer has indicated prior to delivery that he does not intend, for whatever reason, to give a signature for receipt, in which case Delivery of the Goods shall be deemed to have taken place when they have been delivered to the Delivery Destination. If, for any reason, the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery then the Seller may, in its absolute discretion, arrange for the storage of the Goods and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Seller’s rights in relation to a failure by the Buyer to take delivery of the Goods or pay for them in accordance with the terms of the Contract. The Seller reserves the right to add a small insurance charge to any order to protect any Goods during transit. 

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Terms of Payment
Unless otherwise agreed in writing by the Seller payment of all invoices shall be made in full within 30 days of the date of the invoice. Time for payment of invoices shall be of the essence.

Late Payment
In the event that the Buyer fails to make payment of any invoice within its due date for payment then the Seller shall be entitled to (without limitation): charge interest on such invoice from the date of the invoice until the date of payment of the invoice at a rate of [2%] per month and such interest shall accrue at such rate after as well as before judgment; charge additional interest in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 at such rates and for such times as may be permitted under the Act; suspend or cancel deliveries of any Goods due to the Buyer under any Contract; appropriate any payment made by the Buyer to such of the Goods (or any other Goods supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit; or pass the outstanding debt to a debt collection agency. 

For the avoidance of doubt, the rights and remedies of the Seller in clause 6.1 are cumulative, not exclusive, and the exercise of one shall not deprive the Seller of the right to exercise others. Further, the Seller shall be entitled to exercise the rights and remedies in clause 6.1 notwithstanding that risk in and/or title to the Goods may not have passed to the Buyer. If an Event of Default occurs (as defined in clause 6.4) then, without prejudice to the rights and remedies of the Seller in clause 6.1: the Seller may, in its absolute discretion, suspend any and all deliveries under any Contract; the Seller may appropriate to it any Goods in its possession under clause 4.5; and any and all sums owed by the Buyer shall become immediately due and owing irrespective of any time given for payment prior to the Event of Default. For the purposes of clauses 6.3 and 9.4.1 an Event of Default shall be deemed to have occurred if : the Buyer becomes unable to pay its debts as they fall due; the Buyer has a receiver, liquidator or administrator appointed over any of the assets or the undertaking of the Buyer; the Buyer goes into voluntary liquidation (other than for the purpose of a solvent reconstruction or amalgamation); the Buyer calls a meeting of or makes any arrangement or composition with its creditors; or any act analogous to any of the foregoing in any jurisdiction.

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Damage, Cancellations and Returns 

Order cancellations must be made within 7 days from the point of sale. Upon delivery of any Goods the Buyer undertakes to take all reasonable steps to examine the Goods and should not accept delivery in the event that there is any damage. If the Goods received do not conform to those ordered, or if it appears to the Buyer that the Goods and/or the delivery have been tampered with in any way. No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without the prior written authorisation of the Seller on terms to be determined at the Seller’s entire discretion. Returns must be reported no later than 7 days after delivery date.

If the Seller agrees to accept any Goods for return in accordance with clause 7.2 the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer, carriage-paid, in their original shipping condition and carton. 

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Goods returned (other than under the provisions of clause 7.1) without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies which the Seller may have. The Seller may cancel any Contract at any time before the Goods are delivered. On such cancellation the Seller shall promptly repay to the Buyer any sums paid in respect of the Goods. Without prejudice to the limitation of liability under clause 10, the Seller shall not be liable for any loss or damage whatever arising from any cancellation in accordance with this clause 7.5. Any monies due to the Buyer by the Seller as a result of any return of Goods under this clause 7 shall be refunded within 30 days of receipt by the Seller of the returned Goods through the same method as which payment for the Goods was originally made. Where the Seller arranges for the return of Goods from the Buyer through the Seller’s nominated carrier then the Buyer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation and are available for collection by the nominated carrier during normal business hours. In the event that the nominated carrier attempts to collect the Goods during normal business hours and is unable to do so (other than at times previously notified by the Buyer to the Seller as being times at which the nominated carrier would not be able to collect the Goods) then the Seller reserves the right to charge the Buyer for the costs incurred through the nominated carrier’s inability to collect. Further, in the event that the Goods are damaged in transit on their return to the Seller as a result of poor or insufficient packaging on the part of the Buyer, or are not complete, then the Seller reserves the right not to credit or otherwise refund the Buyer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods. 

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Product availability

In the event that the Buyer orders a product which is unavailable, for whatever reason, then the Seller reserves the right to make a partial shipment of the remainder of products ordered by the Buyer.

Risk and Title Risk in the Goods shall pass to the Buyer: when the Goods are delivered to the Delivery Destination; or if the Goods are kept at the Seller’s premises under the provisions of clause 4.5, or otherwise to the Seller’s order, upon collection of the Goods by the Buyer, or upon the expiry of seven (7) days from the Seller’s written notice to the Buyer that the Goods are ready for delivery, whichever is the earlier. The Seller accepts no responsibility for any loss, damage or shortage which may occur to the Goods after risk has passed to the Buyer, and in the event that the Buyer has a claim arising in respect of any loss, damage or shortage arising during transit, then such claim should be notified to both the Seller and the carrier as soon as is reasonably practicable. The Buyer undertakes in such circumstances to comply in full with the carrier’s standard conditions for claims for damage, shortage or loss in transit, and agrees to indemnify the Seller against any loss resulting from a failure to so comply. Notwithstanding that delivery may have taken place and/or risk in the Goods may have passed to the Buyer, title to the Goods shall not pass to the Buyer until such time as the Seller has received in cash or other cleared funds full payment of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as title in the Goods passes to the Buyer :the Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and shall keep the Goods separate from those of the Buyer and third parties, and shall keep the Goods properly stored, protected and insured against all normal risks, and identified as the Seller’s property, but shall be entitled to use the Goods in the ordinary course of its business (save that such entitlement may be terminated forthwith by notice from the Seller to the Buyer, and shall automatically terminate without notice in the event of an Event of Default (as defined in clause 6.4)); in the event of a liquidator or receiver being appointed then they shall pay into a separate bank account any sums received from third parties in respect of the sales to them of Goods by the Buyer up to the amount of any indebtedness of
the Buyer to the Seller for the sole benefit of the Seller); and provided that the Goods are still in existence and have not been sold by the Buyer in accordance with clause 9.4.1
above, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so forthwith the Seller shall have the right (but not
the obligation) to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. Any Goods repossessed by the Seller may be resold on such terms as the Seller may in its absolute discretion determine and the Buyer shall remain liable to the Seller for the difference between the net proceeds of such resale and all outstanding sums due to the Seller in respect of the Goods and for all costs and expenses incurred by the Seller in repossessing, storing, insuring and re- selling the same. The Buyer shall not pledge in any way or charge by way of security for any indebtedness any of the Goods which remain the property of the Seller. Without prejudice to the other rights of the Seller, in the event that the Buyer purports to do so then all sums whatever owing to the Seller by the Buyer shall immediately become due and payable. AND THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF THIS CLAUSE 10. 

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Limitation of Liability

Always subject to the provisions of clause 10.4, the Seller shall be under no liability to the Buyer : in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, a failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval; whatsoever in the event that the full price (including VAT, delivery, insurance and other charges payable in accordance with these Conditions) for the Goods has not been paid by the due date for payment; or otherwise be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdowns in machinery. Where any valid claim in respect of any of the Goods based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Seller in accordance with these Conditions then : where the Buyer is dealing as a consumer (as defined in the Sale of Goods Act 1979 (as amended, re-enacted or otherwise modified from time to time)) the Seller shall, at the Buyer’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part thereof) or repair or replace the Goods (or the part in question) at no additional cost to the Buyer; or where the Buyer is not dealing as a consumer, then the Seller, at it’s sole discretion, is entitled to refund to the Buyer the price of the Goods (or a proportionate part thereof), repair or replace the Goods (or the part in question) at no addition cost to the Buyer; and upon the Seller complying with either of the provisions in this clause 10.2 the Seller shall have no further liability to the Buyer. 

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SUBJECT TO THE PROVISIONS OF CLAUSE 10.4, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THESE CONDITIONS, THE SELLER SHALL NOT BE LIABLE TO THE BUYER BY REA SON OF ANY REPRESENTATION OR IMPLIED WARRANTY, CONDITION OR OTHER
TERM OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THESE CONDITIONS OR ANY CONTRACT, WHETHER IN WRITING OR NOT, FOR ANY CONSEQUENTIAL LOSS OR DAMAGE, WHETHER FOR LOSS OF PROFIT OR OTHERWISE AND WHETHER OCCASIONED BY THE NEGLIGENCE OF THE SELLER, ITS DIRECTORS, SERVANTS, AGENTS AND EMPLOYEES ARISING OUT OF OR IN CONNECTION WITH ANY ACT
OR OMISSION OF THE SELLER RELATING TO THE SUPPLY OF THE GOODS OR THEIR USE BY THE SELLER. WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 0, BUT SUBJECT ALWAYS TO THE PROVISIONS OF CLAUSE 10.4, THE ENTIRE LIABILITY OF THE SELLER TO THE BUYER UNDER ANY ONE CONTRACT SHALL BE LIMITED TO THE VALUE OF THE GOODS UNDER THAT CONTRACT. 

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Nothing in these Conditions or any Contract shall be deemed to limit or otherwise restrict the liability of the Seller to the Buyer for any death or personal injury caused as a result of the negligence of the Seller, it directors, servants, agents and employees. 

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Copyright and Other Intellectual Property Rights

All intellectual property forming part of or inherent in the Goods is the property of the Seller, or is used under licence by the Seller, and no intellectual property shall pass under these General provisions 

 

General Provisions

These Conditions, and any Contract based hereon, shall be governed by and construed in accordance with the provisions of English law, and the parties hereby submit to the nonexclusive jurisdiction of the English Courts in determining any dispute arising herefrom. No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as any waiver of any of these Conditions. The Seller reserves the right to sub-contract the whole or any
part of any Contract. Any provision of these Conditions or any Contract which is, or may be, void or unenforceable shall, to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of the Contract. The provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply to these Conditions or any Contract and any person who is not a party to these Conditions or the Contract shall have no rights under that Act to enforce any term thereof. Any notice under or in connection with these Conditions or any Contract shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery to the address of the party set out in the Contract or at such other address as may subsequently be notified by one party to the other, and in the absence of any evidence of earlier receipt any notice shall be deemed to have been received: if delivered by hand when left at the address for service; or if sent by first class post or recorded delivery, on the second day after posting.