Terms & Conditions
CONDITIONS OF BUSINESS (Conditions)
“Client” means the person(s), firm or company who purchases the Goods and/or Services from Company;
“Company” means Cottage Heritage who’s place of business is at B60 1BS, Worcestershire, trading as Cottage Heritage.
“Conditions” means the terms and conditions set out in this document as amended from time to time;
“Contract” means any contract between Company and the Client for the sale and purchase of Goods and/or provision of Services, incorporating these Conditions;
“Force Majeure Event” has the meaning given to it in Condition 13;
“Goods” means any goods agreed in the Contract to be supplied to the Client by Company (including any parts of them);
“Intellectual Property Rights” means any patent, registered design, copyright (including rights in software), design right, database right, moral right, trade mark, service mark, domain name, rights in confidential information and all similar property rights anywhere in the world in each case whether registered or not and including any application for registration of the foregoing;
“Order” means the Client’s order for the supply of Goods and/or Services as set out in the Client's purchase order form, the Client's written acceptance of Company's quotation or overleaf, as the case may be;
“Work” means Goods and/or Services;
1. FORMATION OF CONTRACT
- Each Order by the Client from Company shall be deemed to be an offer by the Client to purchase in accordance with these Company hereby objects to any additional, contradictory or different terms contained in any initial or subsequent order or communication from the Client pertaining to the order. Any notice by the Client objecting to these Conditions must be in writing separate from any form purchase order. Company’s failure to object specifically to provisions contained in any communication from the Client shall not be deemed a waiver of the provisions contained in these Conditions.
- No Order placed by the Client shall be deemed accepted by Company until payment has been received in full.
- The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given on behalf of Company which is not set out in the
- All other terms, conditions or warranties whatsoever (including any terms or conditions which the Client purports to apply under any order, confirmation, or other document whatsoever and whenever) are excluded from any contract between the parties unless expressly accepted by Company in
- Without prejudice to Company’s right not to accept an order, quotations shall be available for acceptance for a maximum period of 20 Working Days from the dates
- All of the Conditions shall apply to supply of both Goods and Services except where applicability to one or the other is
- The price for the Goods is, unless otherwise stated, quoted exclusive of all costs or charges in relation to packaging, labelling, loading, unloading, carriage, freight and insurance which shall be paid by the Client when it pays for the
- The price for the product is exclusive of amounts in respect of value added tax (VAT) or other similar taxes or If appropriate the Client shall, on receipt of a valid VAT invoice from Company, pay to Company such additional amounts in respect of VAT as are chargeable on the supply of the product.
- any factor beyond Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Client to change the delivery dates, quantities or types of Goods ordered or scope of the Services; or
- any delay caused by any instructions of the Client or failure of the Client to give Company adequate or accurate information or
- The price for the Product prior to any adjustments described above in this Condition 2 shall be the price set out in the
3. DELIVERY AND ACCEPTANCE OF GOODS
- Unless otherwise agreed in writing by Company delivery of the Goods shall take place at the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Company notifies the Client that the Goods are
- Any dates specified by Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. Company shall not be liable for any delay occurred by a Force Majeure Event or the Client's failure to supply Company with adequate delivery instructions or any other instructions that are relevant to the delivery of the Work. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery
- If for any reason the Client does not accept delivery of any of the Goods within five Working Days of Company giving the Client notice that the Goods are ready then:
- the Goods shall be deemed to have been delivered at 00am on the fifth Working Day following the day on which Company notified the Client that the Goods were ready;
- risk in the Goods passes to the Client (including for loss or damage caused by the Client’s negligence); and
- Company shall store the Goods until actual delivery takes place and charge the Client for all related costs and expenses (including without limitations storage and insurance).
- If ten Working Days after Company notified the Client that the Goods were ready for delivery the Client has not accepted delivery of them, Company may sell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over than the price of the Goods or charge for any shortfall below the price of the
- Company shall only be liable for the non-delivery of Goods (even if caused by Company’s negligence) if the Client gives written notice to Company within 10 Working Days of the date when the Goods would, in the ordinary course of events, have been
- If the Client gives notice to Company, the Company’s liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement Goods of similar description and quality in the cheapest market
4. PASSING OF RISK AND LEGAL TITLE
- The Goods shall be at the risk of the Client on completion of
- Full legal, beneficial and equitable title to and property in the Goods shall remain vested in Company (even though it has been delivered and risk has passed to the Client) until the earlier of:
- payment in full, in cash or cleared funds, for all of the Goods has been received by Company and all other money payable by the Client to Company on any other account or under the Contract or any other contract has been received by Company; or
- the Client resells the Goods, in which case title to the Goods shall pass to the Client at a time specified in clause 4.
- Until title to the Goods has passed to the Client, the Client shall:
- store the Goods separately from all other goods held by the Client so that they remain readily identifiable as Company’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Company’s behalf from the date of delivery;
- notify Company immediately if it becomes subject to any of the events listed in clause 1; and
- give Company such information relating to the Goods as Company may require from time to
- Subject to clause 5, the Client may resell or use the Goods in the ordinary course of its business (but not otherwise) before Company receives payment for the Goods. However, if the Client resells the Goods before that time:
- it does so as principal and not as Company’s agent; and
- title to the Goods shall pass from Company to the Client immediately before the time at which resale by the Client
- If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in clause 12.1, then, without limiting any other right or remedy Company may have:
- The Client’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
- Company may at any time:
- require the Client to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored in order to recover
- Subject to these Conditions, For wholesale clients, the Company may invoice the Client for the Goods on or at any time after the completion of delivery.
- The Client shall pay each invoice submitted by Company:
- within 30 days of the date of the invoice; and
- in full and in clear funds to a bank account nominated in writing by Company; and
- time for payment shall be of the essence of the
- Notwithstanding any other provision, all payments payable to Company under the Contract shall become due immediately upon termination of the Contract for whatever
- The Client shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Company to the
- If payments received from the Client are not stated to refer to a particular invoice, Company may appropriate such payment to any outstanding invoice addressed to the Client from
- No indulgence granted by Company to the Client concerning the Client’s obligations under this Clause 6 shall be or be deemed to be a credit facility but if any such facility is granted to the Client by Company, Company may withdraw it at its sole discretion at any
- Company reserves the right to vary the payment terms of this Contract in the event that it considers payment in advance (in part or whole) is necessary.
- No disputes arising under the Contract nor delays beyond the reasonable control of Company shall interfere with prompt payment in
- In the event of default in payment by the Client, Company shall be entitled at its option to treat the whole Contract as repudiated by the Client or to suspend all delivery of goods.
- The Client shall also pay Company’s cost of collection (including legal fees and disbursements). Payments received may be applied by Company against any obligation owed by the Client to Company. Company may refuse or delay further Services if the Client fails to pay promptly any amounts due to
6. CUSTOMER OBLIGATIONS
- The Client shall:
- ensure that the terms of the order and (if submitted) the Specification is complete and accurate;
- Co-operate with in all matters relating to the Order;
- provide Company with such information and materials as Company may reasonably require to supply the Goods, and ensure that such information is accurate in all material respects;
- If Company’s performance of any of its obligations in respect of the Work is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- Company shall without limiting its other rights or remedies have the right to cancel the order.
- Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Company’s failure or delay to perform any of its obligations as set out in this Condition 7.2; and
- The Client shall reimburse Company on written demand for any costs or losses sustained or incurred by Company arising directly or indirectly from the Client
7. WARRANTY AND WARRANTY LIMITATIONS
- Company warrants that on delivery, the Goods shall:
- conform in all material respects with their description and any applicable specification; and
- be free from material defects in design, material and
- Subject to Condition 8.3, if:
- the Client gives notice in writing to Company within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 1;
- The Client shall return the Goods to the Company utilizing sufficient packaging and ensure that the Goods are received by the Company.
- the Client (if asked to do so by Company) returns such Goods to Company's place of business at the Client's cost; and
- Company shall, at its option, replace the defective Goods, or refund the price of the defective Goods in
- Company shall not be liable for the failure of Goods to comply with the warranty set out in Condition 1, if:
- the Client makes any further use of such Goods after giving notice in accordance with Condition 2; or
- the defect arises because the Client failed to follow Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
- the defect arises as a result of Company following any drawing, design or the Specification supplied by the Client; or
- the Client alters such Goods without Company's written consent; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Goods differ from the
- Except as provided in this Condition 8, Company shall have no liability to the Client in respect of the failure of Goods to comply with the warranty set out in Condition 1.
- These Conditions shall apply to any repaired or replacement Goods supplied by
- Except as provided in this Condition 8 and Condition 5, all warranties, conditions or other terms implied by statute or common law, whether written or oral, are to the fullest extent permitted by law excluded from the
- This Condition 9 together with Condition 3, Condition 5 and Condition 8 set out the entire liability of Company (including any liability for the acts or omissions of its subcontractors and any member of its group) in respect of any breach of these Conditions or the Contract and any representation, statement or tortuous act or omission including negligence arising under or in connection with the
- Nothing in these Conditions shall exclude or limit Company’s liability for:
- death or personal injury caused by Company’s negligence, or the negligence of its employees, agents or sub-contractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet position);
- defective products under the Consumer Protection Act
- Company is not responsible for the performance, adequacy, or safety of any material, product, or process of the Client being tested or evaluated by Company. Company is not responsible for the Client’s use of the information or concepts generated as part of the Services, and shall not be liable for any loss or damage resulting from such
- Subject to Condition 2:
- Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the
- Company's total aggregate liability to the Client arising out of, or in connection with the performance or contemplated performance of this Contract and any other agreements between the Client and Company whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no event exceed the price of the Work to which the claim
- The Client agrees to indemnify Company and each of its affiliates and their respective shareholders, directors, members, managers, officers, employees, and agents (collectively the Indemnified Parties) against all liabilities, damages, costs and expenses, including, without limitation, legal fees, consultant’s fees, costs of investigation and disbursements, incurred by any Indemnified Party as a result of or in connection with any third party claim involving any product, service, operation or activity of
- the Client shall not reproduce or abstract for the purpose of advertising or otherwise any Deliverable or other information from the Work or use the name of Company either expressly or by implication in any of its advertising or sales promotional material;
- all drawings, documents, records, computer software and other information supplied by Company (Documents) are vested in and shall remain the property of Company;
- nothing in the Contract shall be deemed to have given the Client a licence or any other right to use any of Company’s Intellectual Property Rights;
- the Client will not give away, loan, exhibit, sell or in any way use any Documents or extracts therefrom or copies
- For the avoidance of any doubt if Company agrees to an assignment of any of the Intellectual Property Rights owned by Company, Company shall be granted a royalty-free, irrevocable, non-exclusive, worldwide right to use such Intellectual Property Rights assigned under this Condition 10.6 to the Client.
- Company’s confidential and sensitive information including, but not limited to, information contained in any proposal, order acknowledgment, or invoice provided by Company to the Client and the terms or existence of the Contract shall be kept confidential and shall not be disclosed by the Client to any third party or otherwise made public without Company’s prior written consent, except as may be required by law in which case the Client shall notify Company of such disclosure, if legally possible, in good time prior to making the
- The Client shall indemnify Company against all indebtedness, costs, expenses, damages and loss (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal cost (calculated on a full indemnity basis) and other professional costs and expenses) suffered by Company arising out of or in connection with any claim by a third party against Company for the use of any material supplied by the Client or for following the Specification for an infringement of the third party’s intellectual
9. FORCE MAJEURE
Company shall not be in breach of this Contract or liable for delay in performing, or failing to perform any obligation under this Contract arising from or attributable to acts, events, omissions or accidents beyond its reasonable control, including but not being limited to any of the following: by direction of government, war, industrial dispute, strike, breakdown of machinery or plant, acts of God, terrorism, riot, flood, storms, earthquakes, extreme adverse weather conditions, lock-outs, accident, fire (any one a Force Majeure Event). If the Force Majeure Event prevails for a continuous period of more than 2 months, Company may terminate this Contract by giving 14 days' written notice to all the other parties. On the expiry of this notice period, the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Contract occurring prior to such termination. Company shall be entitled to recover all sums owing to it in respect of the Work provided and costs incurred prior to the date of termination.
10. OBLIGATION ON TERMINATION
- On termination of the Order for any reason:
- the Client shall immediately pay to Company all of Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has yet been submitted, Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the Client shall return all of Company Goods which have not been fully paid for. If the Client fails to do so, then Company may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
- the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- Conditions which expressly or by implication have effect after termination shall continue in full force and effect
- All agreements contained herein shall apply to and bind the assignees and successors in interest of Company and the Client. Facsimile signatures or other reliable means of authentication by which the Client signifies its assent to this Agreement shall be effective to bind the Client to this
- The waiver by Company of any right or remedy under the Contract is only effective if given in writing and shall not be deemed to be a waiver of any later breach or default. No failure or delay by Company to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- If any court or competent authority finds that any provision or part provision of this Contract is invalid, illegal or unenforceable, that provision or part provision shall to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and
- The headings are used for the convenience of the parties only and shall not affect the construction or interpretation of this Any clerical errors are subject to correction.
- The Contract and any dispute or claim arising out of or in connection with it shall be governed and interpreted exclusively according to the Law of England and shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably
- Notwithstanding any different or additional terms or conditions contained in the Client’s purchase order or other communication, Company accepts the Client’s order only on the condition that the Client expressly accepts and assents to the terms and conditions contained in this Contract. The Client’s acceptance of any Work shall be deemed to be acceptance of these
- Company may at any time assign, charge, subcontract, transfer or deal in any other manner with all or any of its rights or obligations under the Contract or any part of it to any The Client may not assign, charge, subcontract, transfer or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Company.
- A person who is not a party to the Contract (including without limitation any employee, officer, agent, representative or subcontractor or either party) shall not have any right to enforce any term of the Contract which expressly or by implication confers a benefit on that person without the express prior written agreement of Company and the
- All notices between the parties relating to this Contract must be in writing and sent pre-paid first class or sent by facsimile or email to:
- in the case of the Client the registered office of the addressee (if it is a company) or (in any other case) to any address, facsimile number or email address of the Client set out in any document which forms part of the Contract or such other address as shall be notified to Company by the Client in writing; and
- in the case of Company, the address set out below:
Telephone: +44 (0) 7775 648505
- Notices shall be deemed to have been received: in the case of first class post, 2 days after posting (exclusive of the day of posting) and if sent by email transmission, at 10:00 am local time on the first usual Working Day in the country of receipt following transmission, subject to being able to show that the notice was sent to the correct facsimile number or email
- Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other
- The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Company which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by Company and any descriptions or illustrations contained in Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between Company and the Client for the sale of the Goods or the provision of
- In performing the Services, Company shall operate as, and have the status of, an independent contractor and shall not operate or have the status of agent, employee or representative of the
- Solicitation of Employees. During the performance of the Contract and for a period of one year thereafter, the Client shall not, directly or indirectly, solicit the services of or hire any of the employees of Cottage Heritage or its affiliated companies for the direct or indirect benefit of client or any third party. Client understands and acknowledges that this obligation regarding solicitation is necessary and reasonable to protect legitimate business