TERMS & CONDITIONS
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation (trade account buyer) or person (retail account buyer) who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means Gingko Design Ltd, Unit C23c, Holly Farm Business Park, Honiley, Kenilworth, Warwickshire CV8 1NP, United Kingdom
2.1 These Terms and Conditions shall apply to all contracts or online orders for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 These Terms and Conditions are available on request by email from the Seller or can be viewed online at www.gingkodesign.co.uk. The Seller reserves the right to amend the Terms and Conditions from time to time without directly notify previous Buyers.
2.3 Acceptance of sales order confirmation or proforma invoice of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions
3 PRODUCT INFORMATION
3.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
3.2 The terms of product finish when applied to any product supplied by the Seller may denote colour or finish only and shall not be interpreted to mean that the article concerned is constructed exclusively in that timber or material.
3.3 The Seller reserves the right to alter prices or withdraw and modify models from time to time without directly notifying previous Buyers. Products illustrated in all of the Seller’s literature and websites are done so as accurately as modern reproduction methods will allow.
4 PRICE AND PAYMENT
4.1 The price of the goods shall be set in your order confirmation, or such other price as the parties may agree in writing.
4.2 Payment of the goods and any other applicable costs shall be done before delivery for any retail or trade account orders. Trade accounts may pay their orders within credit terms from the date the Seller invoice or the date of the delivery of the goods subject to approved credit terms agreed by both parties. Credit terms can be removed by the Seller without explanation.
4.3 The Seller shall be entitled to charge interest to the trade account on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.50% per annum above the base rate of the Bank of England.
4.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
4.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
4.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
4.4.3 terminate the contract.
4.5 If the trade account buyer is going to sell the Goods online, it is highly recommended that Buyer should make its best effort to maintain Sellers RRP as listed on the site www.gingkodesign.co.uk. Periodical discount is acceptable.
4.6 Ownership in the goods we supply to you will not pass until we have received all sums due and payable by you for or in connection with the goods, including (where applicable) delivery charges.
Where a sample of the Goods is shown to and inspected by the trade account Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6 DELIVERY SERVICE
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the timescale specified by the Seller.
6.2 Standard delivery is conducted using a third party courier. Normal delivery time is 24-48 hours for mainland UK addresses or 3-10 working days for the rest of the world.
6.3 The delivery period specified by the Seller is an estimate only and shall not be of the essence of the contract.
6.4 The Seller shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
7 ORDER COLLECTION
7.1 Orders can be collected by the Buyer between the hours of 09.00 to 17.30 Monday to Friday (excluding Bank Holidays) from Gingko Design Ltd, Unit C23c, Holly Farm Business Park, Honiley, Kenilworth, Warwickshire CV8 1NP.
7.2 The Buyer must notify the Seller 48 hours before collection.
7.3 It is the responsibility of the Buyer to provide the appropriate vehicle to conduct the collection. If the Buyer is unable to complete the collection of the Goods on the date agreed, then the Seller shall be entitled to place the Goods in storage until such times as collection or delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
8. DELAY IN DELIVERY
8.1 Occasionally the delivery of your goods may be delayed by circumstances outside our control. If for any reason we are unable to deliver the goods or to have them ready for collection within the original approximate timeframe then we will notify you of the delay and new timeframe as soon as possible.
8.2 If you cannot wait for the goods, you must let us have notice of cancellation from the person who placed the order. If we receive your notice of cancellation as set out above, then you will receive a full refund.
8.3 This request must be e-mailed to email@example.com or you can phone us on +44 (0)1926676527. However, Gingko Design cannot accept any liability for any losses you incur (including loss of earnings) or for compensation for perceived inconvenience that may be suffered due to any delay.
9. DATA PROTECTION
9.2 Your privacy is very important to us at Gingko Design and we are committed to treating your personal data (e.g. your name, telephone number, e-mail address, billing and delivery address, debit and credit card details) with total respect and confidentiality.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. The goods may be resold provided the proceeds of resale are paid to the Buyer to the extent necessary to discharge in full the amount due to the Seller
12 CANCELLATION AND RETURNS
12.1 During delivery the Buyer shall inspect the packaging for visible signs of transit damage before signing any delivery receipt document. In the event of visible signs of transit damage the Buyer must clearly sign the goods received as ‘damaged’ on the delivery receipt document before signing. The Buyer shall then notify the Seller within 24 hours.
12.2 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within 48 hours of delivery if the Goods are transit damaged. Goods that are defective or do not comply with any part of the Contract, must be reported to the Seller within 7 days of delivery.
12.3 Where a claim of defect or damage is made then it shall be the responsibility of the Seller to collect the faulty Goods and the Buyer shall be entitled to replacement Goods or a full refund (including delivery costs, if applicable).
12.4 Goods to be returned must be fully re-packaged and sealed in the original packaging format with filled in return form provided by the Seller.
12.5 Where returned Goods are found to be damaged due to the Buyer’s fault the Buyer will be liable for the cost of remedying such damage.
13.1 To obtain a refund you must take reasonable care of the goods. If you fail to do so we reserve the right to refuse the refund or deduct a charge based on the condition of the goods. We may make a deduction from your refund for any loss in value of any goods if they have been unnecessarily handled by you.
13.2 You will have to return the goods back to us first before any refund can be made.
13.3 Your refund will be processed as soon as possible and in any event within no more than 14 of the day after our receipt of the returned goods, or, if the goods have not yet been delivered, within 14 days of the day you gave us notice of cancellation.
13.4 Until the goods are returned to us, you are responsible if the goods are lost, damaged or destroyed. You have a legal obligation to take reasonable care of the goods while they are in your possession. If you fail to comply with this obligation we may make a deduction from any refund due to you.
13.5 We will only make a refund using the same method of payment originally used by you to pay for your purchase.
13.6 Where the goods were delivered to a third party in the UK and you are unable to return them to us, you may not be entitled to a refund. We will not supply or deliver to shipping agents or to agents who sell on our goods to third parties.
14.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 24 months from the date of delivery, subject to the following conditions:
14.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
14.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.
14.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
14.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
14.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
14.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11.
15.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
15.1.1 the correspondence of the Goods with any description;
15.1.2 the quality of the Goods; or
15.1.3 the fitness of the Goods for any purpose whatsoever.
15.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
15.2.1 the correspondence of the Goods with any description;
15.2.2 the quality of the Goods; or
15.2.3 the fitness of the Goods for any purpose whatsoever.
15.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
16 LIMITATION OF LIABILITY
16.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
16.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
17 FORCE MAJEURE
The Seller 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, 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 Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
18 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
19 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
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.
22 INTELLECTUAL PROPERTY AND RIGHT TO USE IT
The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller’s literature and websites shall remain at all times vested in the Seller. The Buyer is permitted to use this material only as expressly authorised by the Seller. The Buyer acknowledges and agrees that the material and content contained within the website is made available for personal non-commercial use only and the Buyer may (if necessary to make a purchase on the website) download such material and content. Any other use of the material and content of the website is strictly prohibited. The Buyer agrees not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
23 WEBSITE USE AND LINKS
23.1 Access to and use of the Sellers websites are subject to these Terms and Conditions. The Buyer agrees that use of these website services is entirely at the risk of the Buyer.
23.2 By using the Sellers websites the Buyer agrees not to attempt to undermine the web site’s functionality and integrity
23.3 The Sellers websites may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
24 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.