1.1 “Bespoke Goods” means goods which are tailor made to the Buyer’s specification.
1.2 “Buyer” means the individual or organisation firm or company who buys or agrees to buy the Goods from the Company;
1.3 “Brochure” means the online or hard copy collection of images and other information depicting the Goods sold by the Company;
1.4 “Company” means Posture People Limited (Company Number 04407183) whose registered office is at 28 Fourth Ave, Hove BN3 2PJ;
1.5 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.6 “Contract” means this contract between the Company and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.7 “Goods” means the Bespoke Goods and the Standard Goods;
1.8 “Standard Goods” means goods that the
Buyer agrees to buy from the Company excluding the Bespoke Goods;
1.9 “Terms and Conditions” means the terms and conditions of sale set out in this document.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.2 Acceptance of the quotation given by the Company by the Buyer shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall not be applicable unless agreed in writing and signed by a duly authorised representative of the Company.
3.1 All quotations for Goods shall be deemed to be an invitation to treat only and are valid as stated on the order or if not so stated for 48 hours. No order will become effective until the Company expressly accepts or confirms it in writing (“Order”).
3.2 The Order together with these Terms and Conditions will then comprise the Company’s entire agreement with the Buyer (“Contract”).
3.3 The price, delivery dates and other terms relating to an Order are based upon costs prevailing at the date of quotation and upon the Company’s assessment of the amount of materials and labour required to produce the Goods, and the Company may revise them in respect of any increased cost to the Company between the date of the quotation and the date of delivery.
3.4 If any information supplied by or on behalf of the Buyer is insufficient, incorrect, inaccurate or misleading, or if the Buyer notifies the Company of any change of requirements in relation to any Order after acceptance by the Company, the Company will be entitled to amend the price and/or the terms of payment and/or the delivery date or the delivery schedule in such a way as the Company considers fair and reasonable in the circumstances. The Company will as soon as practicable notify the Buyer in writing of such amendments. The Buyer shall reimburse the Company for any expense incurred by the Company as a consequence of such insufficient, incorrect, inaccurate or misleading information or change in notification.
4 PRICE AND PAYMENT
4.1 Unless expressly agreed in writing, prices are exclusive of VAT and all other indirect taxes, duties and levies, which must be paid by the Buyer.
4.2 Unless otherwise provided under the Contract, the Company will invoice the Buyer on delivery of the Goods.
4.3 Payment in full is due to the Company 14 days after the date of the Company’s invoice and time is of the essence of the Contract.
4.4 Interest is payable at 2% per month or part thereof on any late payment from the due date until receipt of the payment in full, before and after any judgment.
4.5 The Company reserves the right at any time at its discretion to request payment from first-time-buyers either prior to or on delivery of the Goods.
4.6 The Company may at any time in its sole discretion withdraw or alter any credit that it provides.
4.8 If the Buyer (being a company) enters into administration, liquidation or receivership, or (being an individual) becomes bankrupt or in either case makes any arrangement with creditors or commits a material or serious breach of the Contract (and in any case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), it will be deemed to have repudiated the contract, so that the Company may (at its discretion) treat the Order as cancelled and/or seek damages or recovery of the Goods under Clause 12.3.
5 RIGHTS OF COMPANY
5.1 The Company reserves the right to adjust the price and specification of any item on the Brochure at its sole discretion.
5.2 The Company reserves the right to withdraw any Goods from the Brochure at any time.
5.3 The Company shall not be liable to any party for withdrawing any Goods from the Brochure or for refusing to process an Order.
The Company warrants that the Goods will at the time of dispatch correspond to the description given by the Company, be fit for the purpose that they are purchased, be of good merchantable quality and in a good condition.
7.1 The Company will endeavour to make delivery at the time and in the manner specified in the Order but any delivery date given is an estimate only and time is not the essence. The Company reserves the right to revise delivery dates if it considers it necessary.
7.2 Unless otherwise stated in the Order delivery of Goods will be at the Company’s premises.
7.3 The Company will unless otherwise instructed by the Buyer arrange carriage at the Buyer’s risk and cost.
7.4 Delivery may be made by instalments if the Company so requires or agrees.
7.5 Where delivery is refused or Goods are rejected by the Buyer other than as permitted under the Contract, the Buyer will be deemed to have cancelled the Order in respect of any undelivered Goods and the Company may resell these goods and/or claim from the Buyer any additional costs incurred by the Company, for example, in storing the Goods.
7.6 Where the Company offers advice to the Buyer regarding installation of Goods it is given as a matter of goodwill and courtesy and without liability to the Company.
8 CANCELLATION AND RETURN
8.1 If the Buyer notifies the Company that the Standard Goods are no longer required more than 24 hours after the date of the Order the Company shall be entitled to make a charge against the Buyer in respect of the administrative expenses incurred by the Company in carrying out the Order.
8.2 The Buyer shall inspect the Goods immediately upon delivery and shall notify the Company in writing within 48 hours of delivery if the Goods are damaged or do not comply with the Order. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
8.3 Where a claim of defect or damage is made by the Buyer the Goods shall be returned by the Buyer to the Company. If the Goods are in fact later shown to be defective due to no fault on the part of the Buyer, the Company shall at its discretion have the opportunity to attempt to remedy the defect or damage and if the Goods cannot be remedied within 14 days of the Goods being returned to the Company by the Buyer, the Buyer shall be entitled to a full refund.
8.4 Goods returned in accordance with clause 8.3 must be returned by the Buyer at the Buyer’s expense and should be adequately insured during the return journey. In cases where the Goods are found to be defective the Buyer will receive a refund of all monies paid for the Goods within 60 days of the return of the same.
8.5 Goods to be returned must be in their original packaging and clearly show the Order number obtained from the Company on the package.
8.6 Where returned Goods are found (in the reasonable opinion of the company) to be damaged due to the Buyer’s fault the Buyer will be liable for the full cost of remedying such damage where remedy is possible. No refund will be made by the Company in respect of damage caused by the Buyer.
8.7 If acting as a Consumer who purchases Standard Goods online, the Buyer has the right, in addition to his other rights, to cancel the Order in respect of Standard Goods and receive a refund in respect of such Standard Goods by informing the Company of his wish to cancel the Order in writing within 7 working days of receipt of the Goods. The Buyer does not need to provide any reason for cancellation nor will they have to pay a penalty. Goods should be returned to the Company by the Buyer to the Company address as above.
8.8 Subject to clause 8.1, if acting as a Consumer, the Buyer’s right under the Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”) to cancel the Order without reason and receive a refund within 7 working days of receipt of the Bespoke Goods is excluded by way of the Bespoke Goods falling within the exception under section 13(1)(c) of the Regulations in that the Goods are made to the Consumer’s specifications.
8.9 Goods should be returned to the Company by the Buyer to the Company address as above. The Company reserves the right to deduct an amount from any such refund in respect of its administrative expenses.
8.10 If the Buyer fails to return the Goods following cancellation, the Company shall be entitled to deduct the full cost of recovering the Goods from the Buyer from any refund due to the Buyer.
9 INTELLECTUAL PROPERTY
9.1 The Buyer will immediately notify the Company of any allegation of infringement of any patent, registered trade mark, copyright or other intellectual property right enjoyed by the Company or by the manufacturer or supplier of the Goods supplied or any part of them.
9.2 The Buyer warrants that any design or instruction provided by it does not infringe any patent, design right, trade mark, copyright or other intellectual property right or other such interest whether registered or unregistered.
9.3 The Buyer will indemnify the Company against all liabilities, damages, costs and expenses arising from a claim that the Company’s use of any design or instruction provided by the Buyer infringes the rights of any third party.
10 TRIAL PRODUCTS
10.1 The Company will at its discretion and if agreed with the Buyer deliver trial products to the Buyer’s premises at the Company’s cost in order to assist the Buyer in placing their Order.
10.2 Once the Buyer has placed the Order the Company will collect the trial products from the Buyer’s premises at the Company’s cost unless the Buyer agrees to accept the trial products so delivered in respect of the accompanying Order.
11 LIMITATION OF LIABILITY
11.1 The Company’s liability for personal injury or death caused by the negligence of the Company or its employees shall be unlimited.
11.2 Save as set out in the Order:
11.2.1 The Buyer accepts that he is not relying upon the Company’s judgement as to the fitness of Goods for any specific purpose of the Buyer, and;
11.2.2 the Buyer accepts that he is not placing an order in reliance upon any promise, representation or inducement on the part of the Company.
11.3 The Company shall not be liable whether in contract or tort (including negligence or breach of statutory duty) for loss or damage suffered by the Buyer, the Buyer’s staff or any third party for any indirect or consequential losses (including, without limitation, loss of profit, business, revenue, capital, anticipated savings and/or goodwill).
11.4 Save as provided in Conditions 11.1 (above), the Company’s entire liability in connection with the Goods shall be limited to the price payable by the Buyer for the Goods.
12 TITLE AND RISK IN GOODS
12.1 The title in Goods shall not pass to the Buyer until the Company has received payment in full of all sums owing to it under the Order.
12.2 Until title has passed to the Buyer, the Buyer must:-
12.2.1 hold the Goods on trust for the Company on a fiduciary basis;
12.2.2 mark the Goods as the property of the Company, and
12.2.3 (unless and until used or disposed of by the Buyer) store the Goods separately and safely.
12.3 If the Buyer defaults in payment of any sum owing to the Company when due, the Company will be entitled to the immediate return of all Goods supplied by the Company to the Buyer in which title has not passed to the Buyer and the Buyer irrevocably authorises the Company to recover the Goods and enter any premises of the Buyer for that purpose. The Buyer also irrevocably authorises the Company to remove or detach any Goods that have been incorporated into any product or assembly.
12.4 The risk in the Goods will pass to the Buyer on their delivery.
13.1 Any confidential information supplied by one party to the other in any form (other than information previously in the public domain) is supplied in confidence and must not be used by the other for any other purpose than performance of the Contract. For these purposes, confidential information means information designated as confidential or of an obviously confidential nature.
13.2 Any such information must not be disclosed to any other person without the originating party’s prior express written consent.
13.3 The Company may use its connection with the Buyer in its advertising of its goods and services and the Buyer hereby consents to the same.
13.4 Until the Company has received payment in full for any Goods from the Buyer, the Company will have a general and specific lien on all the Buyer’s property in the possession or control of the Company for all monies due to the Company from the Buyer.
No waiver by the Company (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
15 FORCE MAJEURE
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, acts of terrorism, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations.
16 RIGHTS OF THIRD PARTIES
The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice required to be given pursuant to the Contract shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) or by facsimile or email to, the address of the relevant party as set out in the Contract or such address as either party notifies to the other from time to time.
19 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.