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a. In these terms and conditions the Companies shall
refer to Bella Figura Ltd, respectively and where appropriate.
b. Every offer, quotation, acceptance and contract
for the sale or supply of goods or work, materials
and/or services (“the Goods”) by the Companies
to any purchaser (“the Customer”)
is subject to these terms to the exclusion of any terms
proposed or referred to in the Customer’s order
in correspondence or elsewhere or implied by trade
practice or any previous course of dealings
between the Companies and the Customer.
c. The Customer acknowledges that there are no representations
outside these terms which have induced him to
enter contract.
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All descriptions and illustrations contained in the
Companies’ catalogues, price lists and advertisements
or otherwise communicated to the Customer are intended
to present a general description of the Goods
and shall not form any part of any contract for the
sale of the Goods.
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All orders must be made or confirmed by the
Customer in writing and are subject to and on the terms
and conditions contained here under.
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a. The price payable for the Goods shall be as specified
in the Companies’ current price lists at the
date of the dispatch of Goods, the Companies reserve
the right to increase the price of any Goods
before delivery by written notice, specifying details
of such increase, to the Customer.
b. Unless otherwise stated all prices are exclusive
of VAT.
c. In the case of Goods purchased for export VAT will
not be charged so long as:-
c.i the supply is zero rated or exempt from VAT.
c.ii the Customer is VAT registered in the European
Union (EU). A valid VAT number must be supplied to
the Companies as well as satisfactory evidence that
these goods were exported as stipulated by United Kingdom
Custom & Excise authorities. VAT will be charged
at the current rate if these requirements are not met.
c.iii the Customer uses a shipper or shipping agent
approved by the Companies.
c.iv the Customer complies and procures that such shipper
or shipping agent complies with all relevant requirements
of the United Kingdom Custom and Excise authorities applicable
to such tax including the provision to the Companies
of a Certificate of Shipment.
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a. The Customer will be invoiced by the Companies
in respect of the Goods supplied.
b. In the case of all other Goods (other than those
for export) payment in full will be due as follows:-
b.i payment from United Kingdom Customers with trade
accounts: within 30 days of the date of the Companies’ invoices
b.ii payment in all other cases on dispatch
of the Companies’ invoices to the Customer or
on collection or delivery of the Goods to or by the
Customer, whichever event is earlier.
c. In the case of all Goods to be exported payment
must be made in full in cleared funds before the Companies
will release such Goods for collection by or delivery
to the Customer.
d. All payments shall be made in pounds sterling. If
payment is made in any other currency or in sterling
other than cash or bankers draft drawn on a London
clearing bank the Customer will meet all bank
charges and costs incurred by the Companies in exchanging
or cashing such payments. e. Payment can be made direct
to the Companies’ banks. Details will be supplied
by the Companies on request. f. Payment can be made
by Mastercard and Visa card.
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Without prejudice to any other common law or statutory
rights of the Companies the Customer will be charged
interest on any payment overdue at 3% over the Base
Lending Rate of National Westminster Bank PLC
from time to time.
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a. Risk or loss and/or damage to the Goods passes
to the Customer when the Goods are dispatched from
the Companies’ premises or 7 days after the
Customer has received notice from the Companies
that they are available for collection from the companies’ premises
if earlier. After risk passes to the Customer, the
Companies shall not be liable to the Customer
for loss or damage of any kind.
b. The property in the Goods supplied shall not pass
to the Customer until the whole price has been paid
together with any monies then outstanding from the
Customer to the Companies. Until such payment
the Goods supplied shall remain the sole and absolute
property of the Companies as legal and beneficial
owners and the Customer shall hold the Goods
as bailee for the Companies and the following provisions
of the clause 7 shall apply.
c. If the Customer sells or disposes of the Goods before
the price is paid the Customer shall hold on trust
for the Companies the whole of the proceeds of such
sale, and shall account to the Companies for
the same within 14 days of the date of sale.
d. The Customer shall not:-
d.i pledge the Goods or allow any lien to arise thereon;
d.ii deal with or dispose of Goods other than by a
sale to an independent purchaser paying full market
value therefore in the ordinary course of the Customer’s
business;
7. d.iii hold itself out as the Companies’ agent
in respect of the goods.
d.iv If the Customer defaults in the punctual payment
of any sum owing to the Companies, the Companies shall
be entitled to the immediate return of all Goods supplied by
the Companies to the Customer in which the property
has not passed to the Customer. The Customer hereby
authorises the Companies to recover the Goods and hereby
grants an irrevocable right and license to the Companies’ servants
and agents to enter upon all or any of the Customers’ premises
with or without vehicles during normal
business hours for that purpose. Demand for recovery
of Goods by the Companies shall not of itself discharge
the Customer’s liability to pay the whole of the
price and take delivery of the Goods or the Companies’ rights
to sue for the whole price.
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::
Goods supplied on approval :: |
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Where the Companies supply Goods on approval the following
terms apply:-
a. the Goods supplied remain the sole and absolute
property of the Companies as legal and beneficial
owners unless and until payment for the goods is made
in full;
b. the risk of loss or damage to the Goods supplied
on approval shall pass to the Customer from the time
they are dispatched from the Companies’ premises
until the time they are returned to the Companies’ premises.
For the purposes of return of the Goods, the Goods
will not be treated as returned until the Companies
have signed an Acknowledgment of Receipt. The
Companies undertake that such an Acknowledgement will
be supplied to the Customer.
c. If the Goods supplied on approval are not returned
to the Companies’ premises within 7 days of their
dispatch, the customer shall be deemed to have accepted
the Goods supplied on approval and will be obliged
to purchase them at the price stated in the Companies’ current
price lists and otherwise on these terms and conditions.
d. All goods supplied on approval are invoiced immediately
and will be credited on their return providing the
Companies have issued an Acknowledgement of Receipt.
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a. Any times or dates for delivery given are estimates
only and the time of delivery shall not be of the essence.
In no circumstances shall the Companies be liable to
compensate the Customer in damages or otherwise
for non-delivery or late delivery of the Goods or any
of them supplied by the Companies for whatever reason
or for any loss consequential or otherwise arising
there from.
b. The Companies may fulfil orders by delivering
in instalments unless otherwise stated. Should the
Companies be prevented from delivering part of the
Goods, the Companies shall deliver and the Customer
shall take and pay for such part of the Goods as the
Companies shall be able to deliver.
c. All prices quoted are for delivery at the Companies’ premises
in either Suffolk or London. Unless otherwise specified
the Customer shall be responsible for arranging the
packaging and collection and the cost of all
packaging, insurance and freight charges from the above
premises. Where the Companies arrange packaging, insurance
and freight the cost shall be payable by the
Customer and the Companies shall not be obliged to
obtain the best or cheapest rates. At the request of
the Customer the Companies will normally be able to
arrange delivery.
d. The Customer is responsible for unpacking and inspecting
the Goods immediately on delivery and shall inform
the Companies of any defects or shortages by written
notice of the same within 3 days of the date
of delivery. If the Customer fails to give such notice
he shall be deemed to have accepted the Goods.
e. In the case of non-delivery of the Goods supplied,
the Customer shall inform the Companies in writing
within 7 days of receipt of the Companies’ invoices.
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a. Subject to sub-paragraph 10.d below the Companies
shall not be liable to the Customer: -
a.i for defects or shortages in quantity of the Goods
supplied unless the Customer complies with the provisions
of paragraphs 9.d above;
a.ii for non-delivery of the Goods or damage to or
loss of the Goods or any part thereof in transit (whether
the Goods are carried by the Companies’ own transport
or by carrier on behalf of the Companies)
unless the Customer complies with the provisions of
paragraphs 9.d, and 9.e above;
a.iii for defects in the Goods caused by fair wear
and tear, abnormal conditions of storage or use or
the application of any treatment or process whatsoever
to the Goods after delivery or any act,
neglect or default of the Customer or third party;
a.iv for other defects in the Goods unless notified
in writing to the Companies within 7 days of the date
of the Companies’ invoices for the Goods.
b. Subject to sub-paragraph 10.d below:-
b.i where liability is accepted by the Companies under
sub-paragraph 10.a above the Companies’ only
obligation shall be their option to make good any shortage
or non-delivery and/or to replace or repair
any Goods found to be damaged or defective. The Companies
may require any allegedly defective Goods to be returned
to them at their expense before making
good or replacing the Goods;
b.ii the Companies’ aggregate liability to the
Customer whether for negligence, breach of contract,
misrepresentation or otherwise shall in no circumstances
exceed the cost of the defective, damaged or undelivered
goods giving rise to such liability as determined by
the net price invoiced to the Customer for the said
Goods.
c. Subject to the foregoing and to sub-paragraph 10.d
below these terms set out the Companies’ entire
liability in respect of the Goods and the Companies’ liability
hereunder shall be in lieu and to the exclusion
of all other warranties, conditions, terms and liabilities
expressed or implied statutory or otherwise in respect
of the quantity or the fitness for any particular
purpose of the Goods or otherwise except any implied
by law of stature and which by law of stature cannot
be excluded. Save as provided in these terms the Companies
shall not be under any liability whether in contract,
tort or otherwise in respect of defects in the Goods
or failure to correspond to any specification
or sample for any injury, damage or loss resulting
from such defect or from any work done in connection
there with.
d. These terms and conditions do not affect the statutory
rights of a Customer who is a consumer. No provisions
in these terms and conditions which would be void by
virtue of the provisions of the Unfair Contract
Terms Act 1977 (as amended) shall apply to any person
who deals as a consumer. For the purposes of the foregoing
the expression “consumer” shall have the
meaning ascribed thereto in section 12 of the Unfair
Contract Terms Act 1977. Notwithstanding anything else
in these terms and conditions any liability for death
or personal injury on the part of the Companies is
not excluded or restricted.
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| :: Cancellation & Returns
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a. The Companies may at their option cancel or suspend
any contract if the Customer fails to make any payment
due pursuant hereto or if the Customer fails to perform
any obligation on its part under any contract
with the Companies.
b. If an order is cancelled by the Customer or by the
Companies pursuant to sub- Paragraph 11.a above the
Customer will indemnify the Companies against all loss
or damage arising wherefrom including consequential
loss.
c. No goods will be accepted for return without prior
agreement by the Companies. Any agreed return will
be credited less a handling charge of 20% and the cost
of returning the goods to the Companies to be
borne by the returnee. A credit will only be passed
if goods are returned in original packing, undamaged
and in a saleable condition.
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The Companies shall not be liable for any loss or
damage whatsoever to the Customer which may be incurred
directly or indirectly as a result of the operation
of any factor beyond their reasonable control
including (but without limitation) act of God, legislation,
war, failure or interruption of supplies, strike or
other industrial action by workers.
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The Companies are not responsible for any loss or
damage whatsoever to any Goods belonging to the Customer
left with it for rewiring or the carrying out of other
work. The Customer should insure accordingly.
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| :: Insolvency and Default :: |
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If the Customer, being an individual, becomes bankrupt
or makes a voluntary arrangement with his creditors
or, being a company, enters into liquidation or has
a receiver appointed of its undertaking, property
or assets or any part thereof or circumstances arise
which entitle the Court or a creditor to appoint an
administrative receiver or which entitle the
Court to make a winding-up order or if the Customer
commits any breach of any of his obligations to the
Companies, the Companies may without prejudice to any of
their other rights stop any Goods in transit and/or
suspend and cancel further deliveries and/or by notice
in writing to the Customer terminate any such contract
without liability of any nature whatsoever to the Customer.
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Any notice given hereunder may be sent by prepaid first
class post, or facsimile and if so sent to the address
of the party shown on the delivery note or such other
address as the party may have given for this
purpose and shall be deemed received in the case of
a notice sent by first class post three days
after dispatch and in the case of notices sent by facsimile
on the date of dispatch.
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The contract made with the Companies incorporating
these terms and conditions shall be governed and interpreted
in accordance with English law and parties hereby submit to
the exclusive jurisdiction of the English Courts.
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