Trade Terms and Conditions of Sale
1.1. Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Buyer” means any person, firm or company who purchases the Goods from the Seller.
“Contract” means the agreement between the Seller and the Buyer for the supply of Goods incorporating these Terms and Conditions.
“Goods” means goods, materials and/or services offered for sale by the Seller.
“ Order” means any order sent to the Seller by the Buyer for the supply of Goods.
“Price List” means the Seller’s price list for Goods from time to time.
“Seller”, “we” and “us” mean Abaris Holdings Limited, a company registered in England and Wales with company number 01167325 trading as Style Library. Our registered office and main trading address is at Chalfont House, Oxford Road, Denham, UB9 4DX. Our VAT number is 419 0876 36.
“Specification” means the specifications for the Goods set out in the Price List or as otherwise agreed between the parties.
“Terms and Conditions” means these terms and conditions, and the terms set out in the Customer Service and Product & Technical Information sections of the Price List from time to time.
“Website” means our website at the domain www.stylelibrary.com
1.2. A reference to a party includes its personal representatives, successors or permitted assignees.
1.3. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. Any phrase introduced by the terms “including”, “includes”, “in particular” or any similar expression shall not limit the sense of the words preceding those terms.
1.5. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. BASIS OF SALE
2.1. An Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Terms and Conditions (together with such conditions as may be expressly incorporated by reference herein or as may be agreed in writing by the Buyer and the Seller).
2.2. The Contract shall only come into existence once the Order has been accepted by the Seller pursuant to clause 2.3.
2.3. Each Order may be accepted entirely at the discretion of the Seller and shall only be accepted either when the Seller expressly accepts the Order in writing (including via email), or on delivery of the Goods in accordance with these Terms and Conditions, whichever is earlier.
2.4. The Contract shall form the entire agreement between the Buyer and Seller to the exclusion of any other conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). No addition, variation or replacement of these Terms and Conditions or the Contract shall bind the Seller or form any part of any Contract unless expressly accepted in writing by an authorised representative of the Seller, provided that the Seller may amend the Price List from time to time by notice to the Buyer.
2.5. The Seller’s employees or agents are not authorised to make any representations with regard to the subject matter of any contract between the Seller and the Buyer. In entering into the Contract, the Buyer acknowledges that it has not relied on any representation, advice or recommendation given by the Seller, its employees or agents to the Buyer as to the Goods which is not set out in the Contract.
3.1. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order and Specification submitted by the Buyer and for checking and ensuring the accuracy of any order acknowledgment issued by the Seller.
3.2. The Buyer shall not be entitled to rely on any typographical, clerical or other error or omission in any sales literature, quotations, price-list, acceptance of offer, invoice or other document or information issued by the Seller and the Buyer acknowledges that any such error or omission shall not form part of or be incorporated by reference into the Contract. Any such error or omission shall be subject to correction without any liability on the part of the Seller.
3.3. The Seller reserves the right to make changes in the Specification of the Goods which are required to conform with any applicable statutory or regulatory requirements and which do not materially affect quality or performance.
4. AVAILABILITY AND SUPPLY
4.1. Acceptance of the Buyer’s Order is subject to supplies being available and unsold. The Seller reserves the right to cancel the Contract in relation to the Goods or any part thereof, on the grounds of non-availability, or under clause 8.1, or if the Buyer is in breach of any of these Terms and Conditions, without incurring any liability.
4.2. The Seller reserves the right to make instalment deliveries unless specified to the contrary in the Contract and expressly agreed to by the Seller in writing.
4.3. Where instalment deliveries are made by the Seller, the Buyer shall accept the Goods and make payment on a pro rata basis.
4.4. Delivery periods, except where otherwise stipulated, are effective from the date of receipt of the Buyer’s official Order in writing at the address of the Seller’s branch which handles the Buyer’s account. Time for delivery shall not be of the essence of the Contract.
4.5. The Seller will endeavour to comply with dates or periods requested by the Buyer for delivery of Goods but no such date or period shall be contractually binding on the Seller and the Buyer shall have no claim whatsoever against the Seller in the event of the Seller’s failure or inability for whatever reason, to deliver the Goods by such date or within such period, unless specifically agreed to in writing by the Seller.
4.6. If in the Order the Buyer has requested and agreed to pay for delivery of the Goods to a specific location the Seller shall deliver the Goods to that location. Otherwise the Buyer shall collect the Goods from the Seller's premises (at the address notified by the Seller to the Buyer) within 3 Business Days after the Seller notifies the Buyer that the Goods are ready for collection.
4.7. Where delivery of the Goods has been prevented or delayed by reason of any of the matters referred to in clause 8.1, the price of the Goods, or the balance due, shall become due and payable no later than 30 days following the date when the Goods were first tendered for delivery or first notified to the Buyer by the Seller as being ready for delivery, as the case may be.
4.8. If the Buyer fails to accept or take delivery of the Goods, then except where such failure or delay is caused by a force majeure event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods:
4.8.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the day on which the Seller attempted delivery or on the day 3 Business Days after the Seller notified the Buyer that the Goods were ready for collection;
4.8.2. the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance); and
4.8.3. risk in the Goods shall pass to the Buyer.
4.9. The Buyer shall not be entitled to reject the Goods if the Seller delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.
5.1. The price for the Goods shall be:
5.1.1. the Seller’s price set out in the Seller’s quotation issued to the Buyer; or
5.1.2. in the absence of any such quotation, the Seller’s standard price for the Goods in the Seller’s current Price List at the time the Order is accepted.
5.2. Any quotation or estimate given by the Seller is an indication given in good faith and shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
5.3. The price charged will be that ruling on the date of despatch and will be subject to the addition of VAT, any other Government duty or tax applicable and the cost of packaging, carriage and insurance, all of which shall be invoiced to the Buyer.
5.4. The Price List is subject to amendment without prior notice to the Buyer. The Buyer is advised to ensure that prices are correct before placing a firm order.
5.5. All prices quoted or agreed by the Seller are liable to variation in accordance with:
5.5.1. work not expressly covered by the Buyer’s specification but necessary for the provision of the Goods;
5.5.2. mistakes and/or omissions in the Buyer’s specifications or any delay otherwise caused by the Buyer;
5.5.3. any variation, suspension or special expedition in the completion of a Contract at the request of the Buyer; and
5.5.4. any matters outside the control of the Seller (including but not limited to foreign exchange fluctuations, increases in taxes, and increases in labour, materials and other manufacturing costs).
5.6. The Seller shall be entitled to bring an action for the price of the Goods or part thereof notwithstanding that delivery and/or performance may not have taken place and/or that ownership in the Goods has not passed to the Buyer.
6.1. Unless the Seller accepts payment for the Goods under a credit facility granted by the Seller (“Credit Account”), payment for the Goods and all applicable delivery charges will be taken, and will be due, in advance at the time that the Order is placed with the Seller, by means of a major debit card or credit card.
6.2. Where the Seller accepts payment for the Goods under a Credit Account, the Buyer shall make payment of the full invoiced amount on the due date, as agreed with the supplier and shown on the invoice, in full and in cleared funds.
6.3. Unless otherwise agreed, the Seller shall be entitled to invoice the Buyer for the price of the Goods and all applicable delivery charges at any time prior to, on or following delivery of the Goods.
6.4. Remittances are to be made by bank transfer to the Seller’s nominated account or by cheque to Abaris Holdings Limited, Chalfont House, Oxford Road, Denham, Bucks. UB9 4DX.
6.5. Overdue accounts shall be subject to interest charges in the event of payment being delayed beyond the agreed credit period, at the rate of four per cent per annum above Barclays Bank Base Rate from time to time, accruing on a daily basis until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly. Alternatively, the Seller reserves the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6.6. If the Buyer fails to pay the Seller any sum due to the Seller, or if the Seller considers on reasonable grounds that the Buyer will be unable to pay or be prevented from paying for Goods delivered, the Seller may suspend further deliveries, require payment in advance for all or any further deliveries, or terminate the Contract by written notice to the Buyer without prejudice to the Seller’s rights in respect of Goods delivered. In the case of the postponement of delivery for any of the foregoing reasons, the Buyer shall be liable for any costs incurred by the Seller.
6.7. If the Buyer has a receiver appointed or passes a resolution for winding-up (other than a winding-up for the purposes of or in connection with any amalgamation or restructuring) or a court makes an order to that effect, or has a receiving order made against it or enters into any composition or arrangement with its creditors, then the Seller may, without prejudice to its other rights, immediately terminate the Contract by written notice.
6.8. The rights given by conditions 6.6 and 6.7 shall be without prejudice to any rights of either party, to repudiate the Contract.
6.9. Where the Goods are sent by a route involving transit by water and/or air, the Seller is not required to give any notice to the Buyer to enable the Buyer to insure the goods during such transit.
7.1. The Buyer shall not, without the Seller’s prior written permission:
7.1.1. export the Goods or supply them for export to any territory which is not within the European Economic Area (EEA) or;
7.1.2. advertise, canvass or otherwise attempt to sell the Goods in or for export to any territory which is not within the EEA or;
7.1.3. sell the Goods to any third party within the EEA whose dealings relating to the Goods would, if carried out by the Buyer, constitute a breach of paragraphs 7.1.1 and 7.1.2 hereof.
7.2. In those instances where the Seller has given the Buyer its written permission as above in para 7.1, the Buyer must furnish proof of export to the Seller within 60 days of taking delivery. Where such evidence is not available, the Seller reserves the right to charge VAT at the appropriate rate.
7.3. Due to the nature of the Goods, the Buyer and Seller agree that the Buyer shall maintain facilities suitable for displaying the Goods to its customers and that the nature of the Goods may render them inappropriate to be onsold solely through mail order channels or via the internet, without affording customers the opportunity to examine them in person in a retail environment. The Buyer therefore shall not be involved either directly or indirectly in the provision of the Goods by mail order or via the internet without first obtaining the express written permission of the Seller which may be granted if the criteria in paragraph 7.4 are met. The Buyer agrees, and will ensure that third parties to whom it onsells the Goods agree not to sell through mail order or the internet without the express written permission of the Seller.
7.4. The following criteria are required to be met before any approval will be given for selling the Goods on an internet website:
7.4.1. the Buyer’s ‘bricks and mortar’ shop/showroom, at which consumers may browse the Seller’s branded products, will be commensurate with the prestige of the Seller’s brands and staffed by personnel suitably trained to advise on the use and purpose of the Goods;
7.4.2. the Buyer’s website must be commensurate with the prestige of the Seller’s brands and the Goods displayed as part of a lifestyle offering with third party brands that are of equivalent quality and stature;
7.4.3. the Buyer’s domain name must be registered with the Seller, must reflect the Buyer’s retail/ account name and the trading address must be clearly visible on the website;
7.4.4. all brands must be promoted in line with the Seller’s corporate guidelines. This includes the correct use of the Seller’s logos. The Royal Warrant must not be displayed on the website; and
7.4.5. any use of the Seller’s brands, logos or copyright material (including any flat shot images) shall be subject to the Seller’s prior written approval. Apart from these brands and logos, no other brand or logo may be affixed or used in relation to the Goods.
7.5. Should the Seller agree to the use of its copyright material on the Buyer’s website, the Seller shall send the Buyer a Copyright Licence Agreement for which there will be a charge.
7.6. All designs depicted on the Goods are the copyright of the Seller and may not be reproduced in any form, including internet websites, without the express written permission of the Seller.
8. FORCE MAJEURE
8.1. The Seller shall have the right to cancel or delay delivery under the Contract if it is prevented from or hindered or delayed in delivery by any circumstance beyond its reasonable control, including but not limited to:
8.1.1. Act of God, strike, lock-out, or other labour dispute, fire, flood or drought, adverse working conditions, accidents to machinery, delays en route;
8.1.2. the effect of any statute, rule, regulation, order, directive, or recommendation issued by any Government, Government Department or other competent authority including restrictions of export and other licenses;
8.1.3. the non-availability of suitable materials or labour or necessary power or other services;
8.1.4. any other contingency whatsoever beyond the Seller’s control.
9. QUALITY AND PURPOSE
9.1. The Goods are warranted at the point of delivery to accord with the Specifications. Except so far as may be expressly guaranteed in the written terms of the Contract, or where such exclusion is prevented by law, the Seller makes no representation and gives no warranty (express or implied, statutory or otherwise) as to the quality of the Goods or the fitness of the Goods for any particular purpose.
9.2. The images of the Goods on the Website are for illustrative purposes only. The Seller made every effort to display the colours accurately; it cannot guarantee that any computer display of the colours accurately reflects the colour of the Goods. The Goods received may vary slightly from images of the Goods on the Website.
9.3. Illustrations and descriptions of Goods given in advertisements or printed literature are for information only, and shall form no part of the terms of the Contract. Any recommendation or suggestion relating to the use of the Goods made by the Seller either on technical literature or in response to a specific inquiry or otherwise is given in good faith but it is for the Buyer to satisfy itself as to both the quality and the suitability of the Goods for its own purpose.
9.4. Buyer is solely responsible for ensuring that the execution of any work related to the Goods including (without limitation) their application and application quality checks are performed by professionally qualified and competent persons. Seller gives no warranty or representation that any advice or guidance given with respect to the Goods, their use or application is correct and Seller hereby excludes all liability including (without limitation) all losses or claims that may arise as a result of the Buyer’s reliance on such technical advice or guidance.
9.5. Weights, dimensions and descriptions of the Goods given by the Seller for any purpose are stated in good faith but are approximate only and shall not form part of the Contract nor bind the Seller in any way.
9.6. The Seller reserves the right to withdraw or amend the Specification (including any pattern) without notice to the Buyer.
10. LIMITATION OF LIABILITY
10.1. The Seller’s liability for non-conformity of the Goods with clause 9.1 is limited to the replacement or refund of the defective Goods.
10.2. Subject to clause 10.3 the Seller’s aggregate liability (whether in contract, tort (including negligence), misrepresentation or otherwise) under or in connection with these Terms and Conditions and/or the Contract shall not:
10.2.1 exceed in total the amount of all payments made to the Seller by the Buyer under the Contract; nor
10.2.2 extend to (a) the Buyer’s indirect, special or consequential losses of any nature; (b) wasted or lost management time or time of other employees, loss of profits, contracts or business, loss of goodwill or loss of anticipated savings; or (c) any increased costs or expenses.
10.3. Nothing in these Terms and Conditions shall be construed as limiting or excluding the Seller’s liability for
10.3.1 death or personal injury resulting from negligence;
10.3.2 fraud or fraudulent misrepresentation; or
10.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11. OWNERSHIP OF GOODS
11.1. Title to the Goods supplied will not pass to the Buyer until the later of delivery of the Goods to the Buyer and payment in full of the price of the Goods and until such payment the Buyer will hold the Goods in a fiduciary capacity as bailee for the Seller.
11.2. &Until such time as the title to the Goods has passed to the Buyer or until re-sale, whichever first happens, the Buyer will (at the Buyer’s cost):
11.2.1. store the Goods so that they are clearly identifiable as being the Seller’s property;
11.2.2. maintain the goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all reasonable risks; and
11.2.3. hold the proceeds of such insurance on trust for the Seller and not to mix them with any other moneys, or pay the proceeds into an overdrawn account.
11.3. Risk and responsibility for the Goods shall pass to the Buyer on delivery to the Buyer or its agent from the Seller or its delivery agent or carrier.
12. NOTIFICATION OF LOSS OR DAMAGE TO, OR NON-DELIVERY OF GOODS OR PACKAGES AND RETURN OF GOODS
12.1. It is the responsibility of the Buyer to inspect the Goods on delivery (and in any event before such Goods are cut and hung) in respect of design, colour, condition, quantity and quality. The Seller shall not be obliged to replace Goods once they have been cut or hung.
12.2. In the event of loss from a package or from an unpacked consignment, or damage to any part of a consignment, the Buyer shall advise the Seller’s Customer Services immediately, and confirm it to the carrier and the Seller in writing (otherwise than by writing on the carrier’s consignment note or delivery document) within 7 days of the date of delivery of the consignment or part consignment, followed by a valued claim in writing within a further 7 days.
12.3. No Goods may be returned unless authorised by Customer Services, who will raise collection documentation.
13. SUBSEQUENT PROCESSES
13.1. The Seller shall not be liable for any Goods which have been altered or subjected to any further process of manufacture after delivery.
13.2. The Buyer has an obligation to cease working with the Goods as soon as any problem has been, or could reasonably have been detected. Claims for work carried out beyond this point will not be accepted.
13.3. The Seller shall not be bound in any way by any settlement between the Buyer and a subsequent owner of the Goods, nor by any award agreed between the Buyer and a subsequent owner unless the Seller has agreed in writing to be a party to such settlement or award.
14. PROPERTY IN AND CONFIDENTIALITY OF INFORMATION SUPPLIED BY THE SELLER
14.1. The Buyer undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Seller (including all Specifications, samples, drawings, designs or other technical documents supplied to the Buyer by the Seller) except as permitted by condition 14.2.
14.2. The Buyer may disclose the Seller’s confidential information:
14.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Buyer’s obligations under the Contract. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Seller’s confidential information comply with this clause 14; and
14.2.2. as may be required by law, court order or any governmental or regulatory authority.
14.3. The Buyer shall not use any the Seller’s confidential information for any purpose other than to perform its obligations under the Contract.
14.4. The Seller does not grant to the Buyer any right or licence under any confidential information (including under any intellectual property rights in any confidential information) disclosed by it pursuant to the Contract except to use that confidential information in the performance of the Buyer’s obligations under the Contract in accordance with the Contract.
14.5. The Buyer acknowledges that the Goods incorporate works and/or designs that are protected by intellectual property rights owned by or licensed to the Seller or affiliated entities. No licence is granted to the Buyer under such intellectual property rights other than the right to display and resell the Goods in accordance with these Terms and Conditions. Any infringement or attempted infringement of those rights will be pursued.
15. RETAIL SHOWROOM, INTERIOR DECORATOR AND OTHER ACCOUNTS
15.1. The Buyer hereby agrees that:
15.1.1. it will ensure that its retail showrooms are in keeping with the image and quality associated with the Seller’s products and that such showrooms are manned by staff with a sound knowledge of the Seller’s product and interior decoration;
15.1.2. it will ensure that retail showrooms include enough window space for an adequate display of the Seller’s products. The showroom should be open to the public during working hours. An adequate display area within the showroom is to be allocated for the display of the Seller’s products. These displays should be in keeping with the quality and image of the Seller’s brand. The Seller’s products shall mean all products produced or distributed by the Seller or its affiliates; and
15.1.3. it will maintain a representation of the Seller’s sampling/pattern books and will purchase a reasonable proportion of new collections, as required by the Seller.
15.2. Retail showroom accounts cannot be transferred to an additional or alternative location without prior approval of the Seller.
16.1. The Seller is a member of a group of companies. Accordingly the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such member shall be deemed to be the act or omission of the Seller.
16.2. The Buyer may not assign any of its rights or obligations under the Contract without the prior written consent of the Seller.
16.3. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.4. If any court or competent authority finds that any provision of the Contract (or part of any provision) 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.
16.5. 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 enforceable.
16.6. Nothing in this Contract is intended to confer on any person any right to enforce any term of this Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
16.7. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English Courts.