Conditions of Use

Design House

Definitions

1. All references to the "Company" mean "Design House".
2. All references to the "Buyer" mean the individual; firm; partnership; or company whose Order is accepted by the Company.
3. All references to "Goods" mean the articles that are the subject matter of the relevant Order.
4. All references to the "Price" mean the price of the Goods excluding shipping charges and VAT.
5. All references to the "Order" mean any order or instructions by the Buyer to the Company to supply the Goods.
6. All references to the "Conditions" mean the terms and conditions of sale set out in this document.

Conditions Applicable

1. The Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer.
2. All Orders shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
3. No Order for bespoke product that has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on the terms that the Buyer shall indemnify the Company in full against all costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
5. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of the Company.

Terms

1. Before a new credit account can be opened, the Company must be satisfied with the Buyer's credit references.
2. The time of payment of the Price shall be of the essence of the Contract.
3. The Company reserves the right to suspend deliveries to the Buyer if the Buyer is in arrears. Also if the Company shall in good faith, consider that the financial condition of the Buyer does not justify delivery on the terms of payment agreed, then the Company may suspend delivery and require full or partial payment in advance as a condition of delivery.
4. The Company reserves the right to charge interest at the rate of 4% over the current base lending rate of its bankers on the total value of all outstanding invoices, from the date when the invoices first become due for payment until cleared funds are received.

Customer's Default

1. The Company may without prejudice to any of its other rights against the Buyer rescind the contract or suspend delivery under it if:-
1. any sum is owing and over due by the Buyer to the Company; OR
2. the Buyer is in breach of any term of the contract; OR
3. The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; OR
4. the Buyer ceases, or threatens to cease, to carry on business; OR
5. the Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Buyer and notifies the Buyer accordingly.

Delivery

1. Unless otherwise agreed in writing, the Buyer shall be bound to accept goods ordered by him on notification that they are ready for delivery. If the Buyer fails to take delivery the Company shall have the exclusive option:
1. to re-sell the goods and charge the Buyer for any shortfall below the Price under the Contract OR
2. to invoice the goods whereupon payment in full shall become due forthwith OR
3. to charge at rates giving an economic return for the handling and storage of such goods from the notice date to the eventual date of delivery to the Buyer or disposal elsewhere under the power of sale referred to above.
2. Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
3. If Goods are contracted to be delivered by instalments, late delivery of one instalment shall not entitle the Buyer to reject any other instalment under the same contract.
4. Claims in respect of short deliveries or damage to Goods in transit must be notified by the Buyer to the Company in writing within 5 days of receipt of the goods.
5. The Buyer must notify any special delivery requirements to the Company in advance of the delivery.

Risk and Reservation of Title

1. The Goods shall remain the property of the Company until the Buyer has paid for them in full (including any VAT). Until that time, the Buyer shall hold the Goods as bailee for the Company and shall ensure that the goods may be readily identified as the property of the Company.
2. Although the Goods remain the property of the Company until paid for, they shall be at the risk of the Buyer from the time of delivery and the Buyer shall insure them against loss or damage accordingly.
3. The Purchaser may sell or use the goods in the ordinary course of its business notwithstanding that the property in the Goods may not have passed to it. The Company may terminate the Buyer's power of sale and may repossess the Goods if:
1. any sums due to the Company in respect of Goods supplied under these terms become overdue;
2. the Buyer has an administrator, administrative receiver or liquidator appointed or such appears likely in the reasonable opinion of the Company;
3. the Buyer commits any breach of these Conditions;
4. On cessation of the Buyer's right to possession of the Goods in accordance with this clause, the Company, its employees and authorised agents shall be entitled to enter any of the Buyer's premises for such purpose.

Liability

1. The Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, or otherwise) which arise out of, or in connection with, the supply of the Goods or their use at resale by the Buyer, except as expressly provided in these Conditions.
2. The Company's liability in respect of any defect in the Goods, or any breach of these Conditions or of any duty owed to the Buyer in connection therewith shall be limited to the Price of the relevant Goods in question.

Force Majeure

1. No liability is accepted by the Company for any direct or indirect loss arising from non-delivery or delay in delivery of any goods caused by Act of God, Riot or Civil Commotion, War, Strike, Lockout, Fire, Flood, Drought, Act of Government, failure to obtain or shortages of raw materials or any other cause whatsoever beyond its reasonable control.

Data Protection Act

1. The Company may transfer information about the Buyer to financial institutions who may use, analyse and assess information about the Buyer, including the nature of the buyer's transactions and exchange such information with other members of their group of companies and others for credit or financial assessment.

Law

• English law shall govern any agreement incorporating these Conditions.