1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Villiers Brothers Limited (Company Number 4132796) of Bowsers Lane, Little Walden, Essex CB10 1XQ.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 5.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. Application of Terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.
4. Materials & Samples
4.1 Many of our Goods contain natural materials such as stone which will vary in colour and veining. Some of these materials may have areas that have been filled or contain natural holes which are considered to be acceptable characteristics of stone within the industry. Such variation in colour and veining are part of the attraction of natural materials over man-made alternatives.
4.2 Stone, wood, paint, specialist glass and fabric samples can be provided on request.
4.3 All samples (if requested) must be approved within 14 days of receipt in order for the delivery date not to be delayed.
4.4 All sample approvals must be in writing (this includes e-mail).
5. Delivery & Installation
5.1 It is the Buyer’s responsibility to check access prior to ordering. The Company may conduct an installation survey prior to ordering at the Buyer’s request and cost. This is recommended for unusual spaces or where delivery might be difficult due to location, access or the dimensions of the Goods.
5.2 Buyers will be asked to sign a delivery note acknowledging that the Goods have been received complete and in good condition. If the Goods are damaged or are incomplete when delivered, please do not sign the form.
5.3 In respect of export orders, the Company will require payment in full prior to release for shipping. Unless otherwise agreed, the Buyer shall arrange for all shipping to delivery addresses outside mainland UK and the Goods shall be deemed delivered when collected from the Company’s premises. The Goods may be inspected prior to packing for export by prior arrangement.
5.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
5.5 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.
5.6 All risk in the Goods shall pass to the Buyer on delivery.
6.1 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.1.1 the Goods; and
6.1.2 all other sums which are or which become due to the Company from the Buyer on any account.
7. Price & Payment
7.1 The price for the Goods shall be as specified in the quotation or acknowledgement of order and is inclusive of any VAT, delivery and installation charges, if applicable.
7.2 Time for payment of any deposit or balance shall be of the essence. Late payment may delay delivery. All payments are due within 30 days of invoice.
7.3 No payment shall be deemed to have been received until the Company has received cleared funds.
7.4 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
8.1 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
8.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
8.1.2 be reasonably fit for their intended purpose.
9. Cancellation & Refunds
9.1 Where the Goods are faulty or do not comply with any term of the Contract, the Buyer must notify the Company within 7 days of delivery and the Buyer shall be entitled to replacement goods, a repair or a full refund.
9.2 All cancellations must be notified in writing. If the Buyer cancels any order, and the items are being specifically made, any deposit paid may not be returnable and the Buyer will be charged for all costs so far incurred.
10. Limitation of Liability
10.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.2 Nothing in these conditions excludes or limits the liability of the Company:
10.2.1 for death or personal injury caused by the Company’s negligence; or
10.2.2 under section 2(3), Consumer Protection Act 1987; or
10.2.3 for fraud or fraudulent misrepresentation; or
10.2.4 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
10.3 Subject to condition 10.1 and condition 10.2:
10.3.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
10.3.2 the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Force Majeure
11.1 The Company reserves the right to defer the date of delivery or to cancel the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
12.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 12.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
12.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
12.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.