TERMS & CONDITIONS
Terms & Conditions governing the sale and supply of
products and/or services by Artifex London Limited
For the purposes of this document Artifex London Limited is
hereinafter referred to as "the Supplier" & the party with whom
Artifex London has entered into a contract of sale, is hereinafter referred to as "the
Buyer".
Unless otherwise stipulated, sales are made subject to the
following terms and conditions: In case of contradiction, these terms
prevail over any which may be included in the Buyer's purchase order.
The Supplier is not bound by the Buyer's terms or conditions, unless
otherwise agreed in writing by the Supplier.
1) ACCEPTANCE
The precise details of each order appear in the 'Confirmation of Offer'
issued by the Supplier. This must be checked carefully, signed and
returned to the Supplier by Buyer to confirm acceptance. In all cases,
in the absence of written acceptance of these terms, the acceptance of
payment, even partial, for any goods or services is deemed to
constitute acceptance of the Supplier's Terms & Conditions of Sale
& Supply. The Buyer has a period of 72 hours in which to cancel an
order. After this period, all goods ordered are due for delivery to the
Buyer. Unless otherwise agreed, no goods supplied to the Buyer by the
Supplier may be returned to the Supplier. Possible exceptions must be
authorised beforehand and all consequential expenses shall be debited
to the Buyer.
2) CANCELLATION OF ORDER
In the event of the contract being cancelled by the Buyer for any
reason other than the failure of the Supplier to comply with the
precise terms of the contract except where any such failure may be the
result of force majeure then:
i) any monies paid to the Supplier by the Buyer by way of a deposit in
respect of the contract shall be retained by the Supplier and shall not
be refundable and ii) any and all costs as may be incurred by the Supplier in respect of
the contract including any and all payments it shall be required to
make to any subcontractors shall be reimbursed to the Supplier by the
Buyer.
3) MANUFACTURE
All goods as ordered by the Buyer are manufactured according to the
specifications, drawings & plans supplied by the Buyer. The
accuracy of information contained in these documents is the sole
responsibility of the Buyer. The Supplier shall not be liable for
manufacturing errors which are the direct result of inaccurate
information.
4) PRICE
The validity date of the Supplier's prices is specified in the Offer.
After this date, the Supplier reserves the right to modify its prices
as a direct consequence of any increase in the cost of raw materials,
labour or other factors.
5) SAMPLES AND NATURAL MATERIALS
All natural materials supplied, including marble, granite or other
stones and wood have certain specific random features such as
crystalline veining, pitting, mineral inclusion, knotting &
staining etc as well as nuances of colour, texture and tone. Samples
provided by the Supplier define the material and provide a general
indication of the properties of the product to be supplied. However
natural materials rarely match the sample exactly. Variations, which
are considered to lie within normal tolerances, shall not, under any
circumstances, be considered as grounds for refusing delivered goods,
or as constituting entitlement to price reductions.
6) DELIVERY
Delivery of goods implies delivery according to terms agreed between
the Supplier and the Buyer prior to placement of the Purchase Order.
The delivery dates stipulated run from the day on which the Supplier
receives written confirmation of the order from the Buyer accompanied
by the required payment, (see payment terms). Any delay in the
transmission of any documents or payments shall be taken as
justification for an equal delay in the production and delivery
schedule. Delivery dates are for information purposes only. Delays
shall not result in any compensation by the Supplier no matter what
direct or indirect damages may be incurred by the Buyer. The Supplier
does not accept penalty clauses for late delivery and in the case of
contradiction, these terms prevail over any that may be included in the
Buyer's Purchase Order.
7) TRANSFER OF OWNERSHIP, RESPONSIBILITY & RESERVATION OF TITLE
All goods, product & materials travel at the Buyer's risk,
including shortages, breakage & damage, even in cases previously
determined as other than "ex-works". All formalities conducted with
forwarding agents or carriers are conducted in the name & on behalf
of the Buyer which henceforth accepts, and is governed by, these
conditions. Title to any goods supplied to the Buyer by the Supplier
shall be retained by the Supplier until full payment for such goods has
been received by the Supplier, such payment to include any interest as
may be incurred for late payment. Simple submission of a bill of
exchange is not deemed equivalent to payment. In the absence of payment
by the Buyer for all or part of the amounts due on the agreed dates,
formal notice will be served by registered post to the Buyer. Should
acknowledgement of receipt be ignored, the Supplier shall deem the
sale/contract to be cancelled. The Supplier shall then be entitled to
demand the return of the goods through direct or legal action. Payments
on account which have been made shall be retained by the Supplier as
compensation. If the Buyer resells the goods which have been delivered,
the ownership reserve clause is enforceable against sub-buyers until
actual payment of the goods is received in full.
8) INSURANCE
The Buyer is responsible for the goods from the point of delivery to
the Buyer's premises or other location as advised by the Buyer and the
Buyer undertakes to take out adequate insurance in favour of the
Supplier to insure all materials, product & goods against their
loss, theft or destruction until completion of the contract. If the
Supplier is arranging transport of goods to the Buyer, the Supplier
undertakes to ensure that the appropriate insurance is in place to
cover any goods in transit to the Buyer. The cost of such insurance
will be to the account of the Buyer and will be identified in the
Offer.
9) TERMS OF PAYMENT
The Supplier's payment terms are clearly stipulated in the Offer,
Confirmation of Order and Proforma Invoice.
10) PAYMENT
Payments are to be made on the due dates by bank transfer unless other
otherwise agreed. Alternative arrangements are by prior written consent
only. A delay of more than 10 days to any payment is considered by the
Supplier to be an indication of insolvency. In this case the supplier
reserves the right to suspend all supplies and orders under way in
which event provisions of clause 2 shall apply.
11) INSTALLATION
In cases where the Supplier has been asked to provide installation of
its goods or materials, the Supplier will indicate an anticipated time
frame for installation & agree this in advance with the buyer. This
is based on provision by the Buyer or its client of uninterrupted
access to site for the installation for the agreed period. Any delays
or interruptions to installation caused by persons or circumstances
outside the direct control of the Supplier are the responsibility of
the Buyer and any additional time required to complete the installation
will be charged for at the daily rate.
12) GUARANTEE
Subject to as hereinafter provided, the Buyer has a period of 48 hours
from the point of inspection by the Buyer on delivery in which to
declare to the Supplier any instance of claimed non-compliance of the
goods with the relevant technical specification. In case of
non-conformity confirmed by the Supplier, and subject as hereinafter
provided, its guarantee is limited to replacement of or reimbursement
for the defective goods. In particular and without prejudice to the
generality of the foregoing such guarantee shall specifically exclude
any reference to any failure of the goods to perform in accordance with
any application not specifically referred to in the relevant order. Any
claims resulting from damage to goods occurring during transit must be
notified by the Buyer at the time of unloading. Subsequent claims will
not be accepted. In no case does the guarantee apply to goods which
have been altered, adapted or in any way modified or treated by the
Buyer without prior approval of the Supplier. In addition, the present
guarantee is personal to the Buyer, and not its customers or users and
without prejudice to the foregoing any liability for consequential loss
as may be claimed by or on behalf of the Buyer is expressly excluded.
13) FORCE MAJEURE
The following events or cases result in the suspension of the
Supplier's contractual obligations: fortuitous events or cases of force
majeure such as total or partial strikes impeding the proper operation
of the Supplier or that of the Supplier's, subcontractors or
transporters - the interruption of transports, the supply of energy,
raw materials or spare parts or industrial action, accident or
unforeseen disaster.
14) APPLICABLE LAW & JURISDICTION
The contract between parties shall be governed by English law. In the
case of dispute, an English court shall have sole jurisdiction. Once
orders are confirmed by the Buyer in writing, these terms and
conditions have full force and effect.
Terms & conditions last updated November, 2007