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