Terms & Conditions
Standard Conditions of Sale Of Blindstyle At Home Limited
1. Definition of interpretation
1.1 “Blindstyle” shall mean Blindstyle At Home Limited, whose address for service is Unit 4 Saxon Park, Saxon Way East, Corby, Northamptonshire, England, NN18 9EY
1.2 The “Customer” shall mean any person (which includes any individual, partnership, unincorporated business or incorporated business) to whom Blindstyle shall agree to sell Goods.
1.3 “Goods” shall mean the goods (including any instalment of the goods or any part of them) which Blindstyle is to supply in accordance with these Conditions of Sale.
2. Formation of Contract
2.1 All orders and Contracts shall be in writing or otherwise by such method as Blindstyle shall accept. Blindstyle is not willing to contract otherwise than on these Conditions of Sale which shall be deemed to be incorporated into any order accepted by Blindstyle whether or not it is based upon or results from any advertisement, quotation or catalogue to the exclusion of any terms of the Customer insofar as the same is inconsistent herewith. No modifications of these Conditions of Sale shall be effective unless the same is in writing and signed by an authorised signatory of Blindstyle.
2.2 If a Contract has not been concluded between Blindstyle and the Customer within a period of ninety days from the date of the quotation, and subject to the Goods not being withdrawn, Blindstyle reserves the right to re-quote for such goods and Blindstyle may at its discretion refuse to accept any order which constitutes part only of the Goods forming the subject of a quotation.
2.3 Any quotation shall be regarded as an invitation to treat. Each order or acceptance of a quotation for Goods by the Customer from Blindstyle shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions of Sale.
2.4 Unless made by Blindstyle in writing, Blindstyle’s employees or agents are not authorised to make any representations. In placing an order the Customer acknowledges that it does not rely on and waives any claim for breach of any representations other than those made in writing by Blindstyle.
2.5 Any advice or recommendation given by Blindstyle or it’s employees or agents to the customer or it’s employees or agents as to the storage or application or use of the Goods which is not confirmed in writing by Blindstyle is followed or acted upon entirely at the customer’s own risk and accordingly Blindstyle shall not be liable for any such advice or recommendation which is not confirmed.
3.1 Unless otherwise stated in the quotation or acceptance by Blindstyle prices are in Pounds Sterling on an ex works basis and are exclusive of any Value Added Tax or other applicable national tax for which the Customer shall be additionally liable.
3.2 Where Blindstyle agrees to deliver and fit the Goods and/or package the Customer shall be liable to pay Blindstyle’s charges for transportation, packaging, insurance, loading and unloading as indicated in Blindstyle’s service guide prevailing at the date of the Customer’s order.
3.3 The rates and prices given in the Price Lists or in the quotation are not subject to any discount, whether trade or cash except such as expressly specified in the quotation.
4.1 Where it has been agreed that the Goods will be delivered to the Customer:
4.1.1. Nothing herein shall preclude Blindstyle from arranging the delivery and fitting of the Goods to the Customer in advance of the indicated delivery and fitting time.
4.1.2. Delivery shall be to the destination specified by the Customer in the order. Blindstyle shall not be bound to deliver to any other destination but in the event of an agreement to deliver to any alternative destination, the Customer will be charged for any increased costs thereby incurred in addition to the contract price.
4.1.3. Delivery and fitting dates (where given) are quoted in good faith by Blindstyle and are based upon the date of the receipt of the order but not guaranteed. Time of delivery is not of the essence.
4.1.4. Goods shall be examined immediately upon fitting and any apparent damages or shortages shall be noted on the carriage consignment note and shall be reported in writing or via email to Blindstyle and to the carriers so that such notification is received not later than 48 hours after delivery. The Customer shall indemnify Blindstyle against any loss suffered because of its inability to claim against the carriers as a result of the breach of the provision by the Customer.
4.1.5. The Customer shall have a period of seven (7) days following the fitting in which to examine the goods and to notify Blindstyle in writing of any intention to reject them on grounds upon which they are alleged to be defective. If this period expires without Blindstyle receiving any intimation of rejection the Customer will be deemed to have accepted the Goods according to section 35(1) of the Sale of Goods Act 1979 and will therefore be bound to pay for them.
4.1.6. Delivery shall be deemed to have taken place when the Customer takes possession of the Goods.
4.1.7. Whilst Blindstyle will make every possible effort to meet delivery dates, it will not in any circumstances be liable for any failure to do so, nor any consequential loss arising from late delivery.
4.2 Where the Customer requires the Goods to be exported, the Contract shall be free on board (f.o.b.) (unless otherwise agreed with the Customer) but the responsibility of Blindstyle shall cease immediately when the Goods are placed on board ship and Blindstyle shall be under no liability to give the Customer the notice specified in section 32(3) of the Sale of Goods Act 1979.
4.3 In the event that the Goods are collected by the Customer the risk in the Goods shall pass to the Customer at the time of such collection and no liability will be accepted by Blindstyle for any damage to the Goods notified to Blindstyle after the time of collection unless such damage was not apparent from a reasonable inspection on collection by the Customer.
5. Sale by Sample
In accordance with clause 4.1.5 above the Customer shall have a period of seven (7) days following delivery in which to notify Blindstyle in writing of any alleged discrepancy between the sample and the bulk. The absence of any such notification will constitute acceptance of the bulk.
6. Force Majeure
In the event that Blindstyle shall be delayed in or prevented from carrying out any of its obligations under a Contract as a result of any cause beyond its control including (but not by way of limitation) war, invasion, hostilities, any act of God, governmental and civil war, strife or commotion, strikes, lock-outs, break down of plant, failure of third party to deliver goods or materials, storm, flood, fire or any other cause Blindstyle shall be at liberty (at its election) to suspend the Contract in which case it shall be relieved of all its obligations and liabilities incurred under such Contract insofar as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.
7. Terms of Payment
7.1 In all cases payment of the price of the Goods shall be no later than the twentieth (20th) day of the month following the date of the invoice. If the Customer is in default of this condition the Customer shall in addition pay interest upon the balance outstanding calculated on a daily basis at 3% above the Bank of England base rate from time to time in force from the date of the default until the date that payment is received.
7.2 Extra costs shall be paid when invoiced by Blindstyle.
7.3 In the case of orders outside the United Kingdom and at the discretion of Blindstyle payment should be made by letters of irrevocable Credit but in all other cases payment should be made by Bankers Draft. Credit may be given at the discretion of Blindstyle but it may be drawn by Blindstyle at is absolute discretion.
7.4 In the event of the customer failing to comply with the provisions for payment contained in the preceding sub-clauses or in the event of any dispute or delay in payment or retention made by the Customer this shall be regarded as a breach of condition and Blindstyle shall be entitled to treat such failure as repudiation of the contract and of all other contracts between Blindstyle and the Customer and without prejudice to all other rights of Blindstyle to claim damages or any other relief, Blindstyle may without notice refuse the collection of the goods by the customer or suspend any further deliveries to the customer (as the case may be) in relation to the contract concerned or any other contract without liability to the customer for any loss or damage however arising. All the money owing to Blindstyle by the Customer under any contract shall become immediately due and payable.
7.5 In the event of the Customer purporting to make payment and the cheque presented being dishonoured at first presentation (or any subsequent presentation) then Blindstyle will charge a fee for each dishonoured cheque of £15 (exclusive of VAT). A separate invoice will be raised to the customer payable with immediate effect.
8.1 Subject to the conditions set out below, Blindstyle warrants that the Goods will correspond with their specification at the time of delivery or supply, will be of satisfactory quality and will be fit for the purpose for which they are commonly bought and for the purpose for which they have been designed. Blindstyle does not give warranty as to fitness for any other purpose whether or not such purpose shall have been made known to Blindstyle.
8.2 The above warranty is given by Blindstyle subject to the following conditions:
8.2.1 Blindstyle shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal use or application, failure to follow Blindstyle’s instructions (whether oral or in writing), misuse or alteration of the Goods;
8.2.2. Blindstyle shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
8.3 Except as expressly provided in these Conditions of Sale, all warranties, conditions or other terms implied by statute or common law (save for the condition implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
8.4 Where the customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977) the statutory rights of the consumer are not affected by these conditions.
8.5 Any claim by the Customer which is based on any defect in the condition of the Goods or in the quality of the Goods or their failure to correspond with the specifications shall (whether or not delivery is refused by the Customer) be notified to Blindstyle in writing specifying the defect or failure alleged within seven (7) days from the date of delivery or supply, failing which the Customer shall not be entitled to reject the Goods and Blindstyle shall not have liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods have been delivered or supplied in accordance with the Contract provided that if the Goods have been used by the Customer prior to such notification then the rights outlined in this clause are forfeited.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specifications is notified to Blindstyle in accordance with these Conditions of Sale, Blindstyle shall be entitled at its sole discretion to replace the Goods (or the part in question) or perform any work of rectification free of charge or refund to the Customer the price of the Goods (or proportionate price) but Blindstyle shall have no further liability to the Customer.
8.7 Except in respect of death or personal injury caused by Blindstyle’s negligence, Blindstyle shall not be liable to the Customer by reason for any representation or any implied warranty, condition or other term or any duty of common law or under the expressed terms of the Contract for any loss or damage (whether loss or profit or otherwise), costs or any indirect or consequential loss whatsoever (and whether caused by the negligence of Blindstyle, its employees or agents or otherwise) which arise out of or in connection with the provision of Goods or in the use or resale of the Goods by the Customer except as expressly provided in these Conditions of Sale.
8.8 Blindstyle shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Blindstyle’s obligations in relation to the Goods if the delay or failure was due to any cause beyond Blindstyle’s reasonable control.
9. Limitations of liability
9.1 The limit of Blindstyle’s liability hereunder for any breach of the terms of these Conditions of Sale whether as damages or otherwise shall be the Contract price of the Goods.
9.2 Blindstyle shall not be responsible for the design of the Goods ordered by the Customer unless expressly agreed by Blindstyle in writing.
9.3 Under no circumstances shall Blindstyle be liable for any claim made by the Customer neither for consequential loss or damage nor for economic loss howsoever arising.
10. Retention of Title
10.1 Legal and beneficial title to the Goods shall not pass to the Customer until the Customer shall have paid for the Goods and all sums due to Blindstyle (and any incidental costs and expenses of sale including (but not limited to) the various costs listed in clauses 3.2 and 3.3) above in full.
10.2 Until title to the Goods has passed, the Customer, as bailee for Blindstyle, shall keep the Goods separate and distinct from any other goods in the Customer’s possession and identifiable as being the property of Blindstyle.
10.3 The Customer shall permit Blindstyle at any time during normal working hours upon request forthwith to enter any premises of the Customer to ensure that the Customer is complying with clause 10.2 and will forthwith at its own expense implement any reasonable instructions of Blindstyle necessary to secure compliance.
10.4 Until such time as the title to the Goods passes to the Customer, the Customer may in the ordinary course of the Customer’s business use or sell the Goods at full market value and as principal and not as an agent for Blindstyle but shall hold the benefit of any such contract for sale on trust for Blindstyle to the extent of Blindstyle’s price (including any incidental costs and expenses) and shall accordingly account to Blindstyle for such amount of the proceeds of sale on receipt.
10.5 The Customer will keep the Goods free from and, will indemnify Blindstyle against, any charge, lien or other encumbrances thereon.
10.6 The power of the Customer to use or sell the Goods shall cease:
10.6.1 Forthwith upon notice (whether written or oral) by Blindstyle given at any time after the Customer shall have been in default for more than seven (7) days in payment of any sum whatsoever due by the Customer to Blindstyle;
10.6.2 If the Customer is a company, automatically upon the happening of any of the following events:
10.6.2.1 The appointment of a Receiver or Manager (including Administrative Receiver);
10.6.2.2 The convening of a meeting for the purposes of the voluntary winding up (other than for reconstruction or amalgamation).
10.6.2.3 The presentation of a petition to wind up the Customer or for an administration order under the Insolvency Act 1986; or
10.6.2.4 The summoning of a meeting under section 3 of the Insolvency Act 1986 or otherwise for the purpose of proposing any arrangement or composition with the creditors.
10.6.3 If the Customer is an individual or a firm, automatically upon the happening of the following events:
10.6.3.1 If a bankruptcy petition is presented under the Insolvency Act 1986; or
10.6.3.2 If the Customer applies for an order under section 253 of the Insolvency Act 1986 or calls a meeting for the purpose of making any arrangement or composition with its creditors.
10.7 After the power to use or sell has ceased the Customer will deliver up the Goods to Blindstyle and hereby irrevocably authorises Blindstyle to enter any premises of the Customer or any third party where the Goods may be stored for the
purpose of finding and/or taking delivery of the same and any costs incurred by Blindstyle in the performance of this clause shall be immediately recoverable from the Customer as a debt due from the Customer together with interest thereon from the date the debt falls due until judgement (if later).
11. Passing of Risk
Notwithstanding that the title to the Goods may not have passed, the Goods are at the entire risk of the Customer from the date that the same are in a deliverable state.
Without prejudice to any other rights that Blindstyle may have for damages for breach of Contract or otherwise against the Customer, Blindstyle shall be entitled in the event of the Customer becoming insolvent or bankrupt or having made any arrangement with its creditors, ceased to trade or stopped payment of its debts or suffered a receiver to have been appointed over any of its assets or failed to satisfy any judgment debt within seven (7) days of the same becoming payable, to suspend all further deliveries under any Contract between the Customer and Blindstyle.
It is hereby confirmed that the rights of Blindstyle shall not be diminished or waived by any indulgence or forbearance extended to the Customer and no waiver by Blindstyle of any specific breach on the part of the Customer shall operate as a waiver for any other breach.
Where goods are purpose made, no order which has been accepted by Blindstyle may be cancelled by the Customer except with the agreement in writing of Blindstyle and on the terms that the Customer shall indemnify Blindstyle in full against all losses (including loss of profit), costs (including the cost of all labour and materials used) damages, charges and expenses incurred by Blindstyle as the result of the cancellation).
Blindstyle may assign the Contract to any person, firm or company.
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that party at its registered office or principal place of business or such address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
17. Construction and Choice of Law
These conditions shall be constructed in accordance with the Laws of England and Wales whose Courts shall have sole jurisdiction over all matters arising hereunder We confirm receipt of a copy of the new standard Conditions of Sale of Blindstyle At Home Limited and acknowledge that all future contracts shall be subject to these Conditions of Sale.