1.1 In these Conditions, the following words shall have the following meanings:
1.1.1 “the Seller” means Nigel Ogden Bespoke Joinery Specialist of
1.1.2 “the Buyer” means the person whose order is accepted by the Seller.
1.1.3 “the Goods” means all goods which are supplied to the Buyer by the Seller under the Contract between them.
1.1.4 “Confirmation of Order” means a notification to the Buyer from the Seller by way of email to an email address supplied by the Buyer or to a postal address given by the Buyer. The Confirmation of Order will normally be by email unless ne of the Seller specifically agreed otherwise.
1.1.5 “Website” means the Seller's current website www.nigelogdenwoodwork.co.uk,
1.1.6 “User” means a person viewing the Website.
1.1.7 “the Conditions” means the standard terms and conditions of sale set out in this document and including any special terms and conditions agreed in writing between the Buyer and the Seller.
1.1.8 “the Contract” means the contract between the Seller and the Buyer for the purchase and sale of the Goods.
supplied by the Buyer;
2. NATURE OF TERMS AND CONDITIONS
2.1 The Conditions are intended to regulate any agreement made between the Seller and the Buyer covering the purchase by the Buyer of any Goods and/or services and the use of the Seller’s Website.
2.2 The terms and conditions will apply whether the Buyer is acting as a private buyer (“Consumer”) or as a business.
3. BASIS FOR SALE
3.1 Nothing contained on the Website constitutes an offer and the Seller reserves the right to withdraw or revise the Website and any other material at any time prior to the Seller's acceptance of the Buyer's order.
3.2 An order for the Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant subject to the Conditions.
3.3 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Confirmation of Order sent by the Seller to the Buyer.No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and untila Confirmation of Order has been sent by the Seller's authorised representative or, in the absence of any such Confirmation, unless or until the Goods are delivered to the Buyer in accordance with its order.
3.4 Any act to fulfil the order for the Goods by the Seller shall be deemed conclusive evidence of the Seller's acceptance of the order.
3.5 By placing an order for Goods the Buyer shall be deemed to have accepted these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions including those howsoever proposed by the Buyer and shall supersede any other conditions appearing in this or any previous advertising material of the Seller or any conditions agreed in any previous course of dealing between the Seller and the Buyer.
3.6 No material or information of any nature whatsoever contained on the Website or otherwise communicated to the Buyer, other than these Conditions shall form part of the conditions governing the Contract.
3.7 No variation to the Contract shall be binding unless agreed in writing by the authorised representatives of the Buyer and the Seller.
3.8 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that the Contract constitutes the whole agreement between the parties and that it does not rely on, and waives any claim for breach of, any such representation, which is not so confirmed.
3.9 The Seller shall not be liable for any advice given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods unless such advice is confirmed in writing by the Seller.
4.1 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements, or where the Goods are to be supplied to the Buyer's specification, which do not materially affect the quality or performance of the Goods.
4.2 In the event that the Seller agrees to supply Goods in accordance with the Buyer's specification, the Buyer shall provide the Seller with its specification in writing.
4.3 The Buyer shall indemnify and keep indemnified the Seller fully on demand against any and all losses, damages, costs and expenses incurred by or awarded against the Seller as a result of the carrying out of any work required to be done to the Goods in accordance with the requirements or specifications of the Buyer involving an infringement or alleged infringement of any rights of any third party.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the prior agreement in writing of the Seller and on terms that the Buyer shall indemnify and keep the Seller indemnified 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 the Seller as a result of the cancellation.
4.5 The Buyer undertakes that all details provided to the Seller for the purpose of purchasing Goods or any services, which may be offered by the Seller on its Website, will be correct. In particular the Buyer undertakes to accurately provide the following information:
4.5.1 all sizes, dimensions, colours, and finishes for the Goods ordered.
4.5.2 the delivery address.
4.5.3 confirmation that the Buyer will not fit the Goods in a manner which breaches Building Regulations.
4.6 Any recommendation or suggestion relating to the use of the Goods whether given orally or in writing, is given in good faith by the Seller but the Buyer is solely responsible for satisfying itself as to the suitability of the Goods for its own particular purpose and it shall be deemed to have done so.
5.1 The price of the Goods shall be the price listed on the Seller’s website or any published price list (with any amendments), whichever is current at the date of acceptance of the Buyer's order by the Seller.
5.2 Unless otherwise agreed in writing, all prices given by the Seller are exclusive of VAT and all applicable taxes, these will be shown on any invoice sent to the Buyer.Where the Seller delivers the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
5.3 The Seller tries to ensure that the prices displayed in the catalogue or other promotional materials are accurate, but the price on the Buyer’s order will be validated as part of the acceptance procedure (see Clause 2 above). The Seller will inform the Buyer if the correct price is higher than that stated and the Buyer may cancel the order and decide whether or
not the order the Goods at the correct price.
6.1 Unless otherwise agreed in writing, the Buyer shall pay the full price of the Goods including any transport, packaging and insurance charges at the time the Buyer places an Order. The Seller will confirm payment has been obtained within the Confirmation of Order sent to the Buyer
6.2 The Buyer shall pay the price of the Goods in full by one of the methods set out in the Payment Options section of the Website, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
6.4 The Buyer shall not be entitled to make any deduction from such payment or exercise any right of set-off or contribution howsoever arising.
6.5 If the Buyer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Seller, the Seller
shall (at its option) be entitled to:
6.5.1 treat the Contract as repudiated by the Buyer and suspend any further deliveries to the Buyer, claim damages from the Buyer and charge the Buyer interest (both before and after any judgment) and/or ompensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002; or
6.5.2 affirm the contract, claim damages from the Buyer and charge the Buyer interest.
6.6 The time of payment of the price shall be of the essence of the Contract
7.1 Delivery of Products will be made to the address given by the Buyer for delivery when the Buyer placed the order. If you have ordered large or heavy Goods, the Seller may not be able to arrange delivery to the address given if it is above ground level. As part of the ordering process, the Buyer must provide the Seller with information concerning the nature of the given delivery address. If the Buyer does not do so, or unless arranged with the Seller separately and confirmed as part of the ‘Confirmation of Order’, then delivery will have been successfully made if the Goods are left at the ground floor on the arranged date for delivery.
7.2 Any dates quoted for delivery of the Goods are approximate only. The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly out of delay in delivery; nor shall the Buyer be entitled to refuse to accept goods because of late delivery. Time for delivery shall not be of the essence unless otherwise agreed between the parties.
7.3 The Seller reserves the right to make deliveries by instalments.
7.4 Where the Goods are to be delivered in instalments in accordance with 7.3 above, then each delivery shall constitute a separate contract and defective delivery by the Seller of any one or more of the instalments in accordance with these Conditions shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 If the Seller fails to deliver the Goods for any reason (other than any cause specified in Condition 15 or the Buyer's fault) and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
7.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller
adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
7.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
7.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any
shortfall below the price under the Contract.
7.7 In the event that the Goods are delivered to the Buyer in a damaged
condition, the Buyer shall notify the Seller immediately. The Buyer must not return the Goods to the Seller without first contacting the Seller and obtaining delivery instructions.
8.1 Notwithstanding delivery and the passing of risk in the Goods, full legal and equitable title in the Goods shall not pass to the Buyer and shall remain in the Seller until either:
a) the Buyer has paid in full all amounts owing to the Seller in respect of all Goods supplied to the Buyer at any time.
b) the Buyer sells the goods on to a bona fide purchaser.
9. REPOSSESSION OF GOODS
9.1 In a case where the Buyer has credit terms with the Seller, and without prejudice to any rights or remedies arising out of any breach of contract by the Buyer, the Seller shall be entitled to repossess all or any Goods should the Buyer fail to make payment in full of any invoice upon expiry of the date for which payment becomes due.
9.2 In order to exercise the right specified in clause 9.1 above the Buyer agrees to allow the Seller entry into its premises in order to recover Goods and re-sell them.
9.3 The price of the Goods becomes payable immediately in the event that the Buyer becomes insolvent. The Seller reserves the right to repossess the Goods immediately in these circumstances.
10.1 The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contracts have a general lien on all Goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debt.
11.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with the Seller's specification or, if there is no such specification then the Goods will be within normal limits of industrial quality, at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of delivery of the Goods to the Buyer.
11.2 The Seller shall be under no liability in respect of any defect in the Goods:
11.2.1 arising from or attributable to any drawing, design or specification
12. THE WEBSITE
12.1 The Seller is the owner of the copyright in the Website and no part of the Website may be reproduced in any material form (including, without
limitation, copying or storing it in any medium by electronic means) without the Seller's prior written permission. By accessing, browsing and/or using the Website the User acknowledges that they have read, understood and agree to these terms and comply with all applicable laws and regulations. If the User does not agree to these terms, they should not use the Website.
12.2 The Website and all advertising, promotion and selling materials supplied by the Seller to the User shall remain the property of the Seller and the User shall not permit any other person to make use thereof.
12.3 All content included on the Website, such as text, graphics, logos, button icons and images, the compilation of the Website, and the software used on the Website is the property of the Seller or its suppliers and protected by English and international copyright laws.
12.4 The Seller grants the User a limited license to access and make use of the Website. The User must not download (other than page caching) or modify it, copy, republish, broadcast, transmit it, or any portion of it, except with prior written consent of the Seller. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. All such activities are forbidden by the User.
12.5 The User should be aware that the Internet being an open network is not secure. If the User chooses to send any electronic communication to the Seller they do so at their own risk.
12.6 The Seller reserves the right at any time, to make any changes to the
Website, including, without limitation, changes in the specification of the Goods and the price of Goods.
12.7 All information, details and illustrations on the Website have been carefully prepared to avoid error but the accuracy of such information is not warranted and such information, details and illustrations do not form part of this Contract. The Seller shall not be liable for any loss or damage resulting from any errors, omissions or typographical errors on the Website.
12.8 Unless specifically stated to the contrary on the Website, nothing on the Website constitutes a representation as to the source of country of origin, manufacture or production of the Goods.
13. WEBSITE DISCLAIMER
13.1 The use of the Website is at the User’s sole risk. The Seller does not warrant that this Site, its servers, or e-mail sent from the Seller are free of viruses or bugs or other harmful components or error free.
13.2 The Seller will not be liable for any damages or losses of any kind arising from the use of the Website, including, but not limited to direct, indirect, incidental, punitive, and consequential damage or loss, loss of goodwill, loss of business opportunity or loss of business data whether arising in contract, negligence or other tortious action or otherwise. This includes guidelines for maintenance and installation. Nothing in this clause shall operate to exclude or restrict the liability of the Seller for death or personal injury resulting from the negligence of the Seller or its employees.
13.3 It is the User’s responsibility to use anti-virus software and to ensure that it works properly.
14. DATA PROTECTION
14.1 The Seller collects personal information as soon as the User fills out interactive forms and sends them to the Seller. This happens when the Seller specifically requests information from us (name, first name, e-mail, details about you, etc).
14.2 The Seller receives and automatically stores information from the server logs (browser software, IP-addresses, websites called-up, etc). The Seller uses the User’s information in order to contact the User on request, and inform the User about the Sellers activities.
14.3 In performing the Contract, the Seller shall comply in all respects with the Data Protection Act 1998 as amended and all related legislation and guidance relevant to the protection of personal data so far as the same relates to the Contract.
15. THIRD PARTY RIGHTS
15.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the rights of any third party, the Seller may (at its option) either secure the Buyer's right to continue to use the Goods or replace or modify the Goods to make them non-infringing, or if neither of these alternatives is reasonably available to the Seller, refund the purchase price.
16. TRADE MARKS
16.1 The Goods are sold subject to any intellectual property rights (including without limitation, patents trademarks and copyright) which the Seller or any third parties may have in the Goods. The Buyer will not do or authorise any third person to do any act which would or might damage or be inconsistent with any such intellectual property rights or any intellectual property rights of the Seller or any other third party in relation to the Goods or to the goodwill associated therewith and, in particular, will not do or authorise the alteration, obliteration, covering up or incorporation of marks (in whole or in part) on to the Goods.
17. FORCE MAJEURE
17.1 The Seller shall not be liable to the Buyer for any loss or damage which maybe suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller's reasonable control including (but not limited to) Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the Goods or of raw materials thereof by the Seller's normal source of supply or the manufacture of the Goods by the Seller's normal means or the delivery of the Goods by the Seller's normal route or means of delivery.
17.2 If the circumstances outlined above in clause 15.1 continue for a continuous period of more than six months, the Seller may terminate the Contract by written notice to the other Party.
17.3 If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
18. LICENCES AND BUILDING CONSENTS
18.1 If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Buyer, the Buyer shall obtain the same at its own expense, and if necessary produce evidence of the same to the Seller on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer's account.
19.1 Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
19.2 If any provision or part of a provision of these Conditions shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.
19.3 The Contract shall be governed by and construed in accordance with
English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
19.4 Notwithstanding Condition 16.3, the Seller may sue the Buyer in the courts of any country, such proviso being for the sole benefit of the Seller.
19.5 Any notice required or permitted to be given by either party to the other under these Conditions or the Contract shall be given in writing and
addressed to the other party at the address provided within the Confirmation of Order.
19.6 The Seller shall be entitled to sub-contract the whole or any part of its obligations under the Contract to any third party which it may at its absolute discretion determine but any sub-contract shall not relieve the Seller of its obligations hereunder.
19.7 A person who is not a party to the Contract has no right under the
Contracts (Rights of Third Parties) Act 1999 as amended to enforce or enjoy the benefit of any term of this Contract.
19.8 The Seller may alter these terms and conditions from time to time and post the new version on the Website, following which all contracts will be subject to and governed by that version. The Buyer must check the terms and conditions on the Website prior to each purchase from the Seller.