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Terms and Conditions
CONDITIONS OF CONTRACT governing all contracts for the sale or supply of goods and web site use by Kingswood Jewellery ("the Company" or "us"). In these Conditions:-
Buyer" or "you" means any person at whose request goods are supplied by the Company; and "goods" means any goods or replacements thereof together with (in the case of contracts for the provision of services) any services/ workmanship supplied to the Buyer under the contract. These Conditions shall apply to every contract entered into with the Company except as varied by express agreement in writing signed by a director or authorised person on behalf of the Company. The headings are for convenience only and shall not affect construction of these Conditions.
1.FORMATION AND PARTIES
a. The Buyer's order to the Company is an offer to enter into a contract upon these Conditions. Acceptance occurs and the contract is formed only upon the Company despatching to the Buyer its Acknowledgement of Order. Any terms or conditions proffered at any time by the Buyer are hereby excluded. A quotation by the Company does not constitute an offer. No contract will exist between you and the Company for any sale of any product unless and until the Company accepts your order by sending a confirmation e-mail confirming that it has dispatched your product. That acceptance will be deemed complete and will be deemed for all purposes to have been effectively communicated to you at the time the Company sends the e-mail to you (whether or not you receive that e-mail). For the avoidance of doubt, any such contract will be concluded in the United Kingdom of Great Britain and Northern Ireland (England). Further, any such contract will be interpreted, construed and enforced in all respects in accordance with the laws of England, and you and the Company irrevocably submit to the non-exclusive jurisdiction of the English Courts.
b. The Buyer shall not assign the benefit of the contract without the Company's prior written consent.
c. The contract is not cancellable by the Buyer without express written consent of a director or other authorised person on behalf of the Company.
d. If the Company agrees cancellation by the Buyer, the Buyer shall indemnify the Company in full against all expenses incurred up to the time of cancellation together with a reasonable amount by way of liquidated damages for breach of contract as specified by the Seller, such sum being acknowledged by the Buyer as representing a genuine pre-estimate of the Seller's loss of profit.
e. The parties do not intend that any term and/or condition of this contract be enforceable by a third party.
2. PRICE
a. Prices quoted are in accordance with the Company's current price list and inclusive of Value Added Tax.
b. The Company reserves the right to vary the price of goods by any amount attributable to a change in or insufficiency of Buyer's instructions or to any variation in the cost of materials labour transport duties taxes exchange rates or any costs of whatsoever nature between the date of the contract and the date of delivery or completion of payment.
3. DELIVERY
· a. Delivery dates are estimates only. Time of delivery is not of the essence of the contract. Unless otherwise stated, delivery periods commence from date of Acknowledgement of Order. The Company shall use its reasonable endeavours to deliver the goods by the stated delivery date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non delivery of goods or any instalment owing to any occurrence whatsoever beyond its control. The Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.
· b. The Company may at its option deliver by instalments; each instalment shall constitute a separate contract on these Conditions.
· c. Delivery shall take place and risk shall pass upon the earliest of the following:-
(i) the Company handing the goods to the Buyer or its agent at the Company's premises; or
(ii) the goods leaving the Company's premises; or
(iii) on the eighth day following notification that the goods are ready for despatch.
· d. The Company reserves the right to charge for the cost of any packaging, insurance and delivery of goods in addition to the price.
· e. Deviations in quantity of goods delivered of 5% or less by value from that set out in the contract shall not entitle the Buyer to reject goods delivered or to claim damages and the Buyer shall be obliged to accept and pay for at the contract rate the goods delivered.
· f. Unless otherwise agreed in writing by the Company, goods are not sold on an approval basis.
· g. The Company will primarily send goods by registered mail to all residents inside the United Kingdom.
.LOSS OR DAMAGE IN TRANSIT:
a. The Company shall not be liable for loss or damage to goods in transit unless:
(i) the Company has agreed to effect delivery to a place other than the Company's premises; and
(ii) the loss or damage occurs prior to arrival at delivery point; and either
(iii) damage or shortage is reported within 3 days of arrival at delivery point; or
(iv) in the case of total loss, non arrival is notified to the Company within 3 days after receipt of invoice.
5.INSPECTION
a. The Buyer shall inspect the goods immediately upon receipt and shall (unless such inspection cannot be carried out and the delivery note is marked "not examined") subject to paragraph (b) below be deemed to have accepted the goods as delivered
b. The Company shall not be liable for defects or shortages discoverable on reasonable inspection unless the Buyer notifies the Company before the expiry of 3 days after receipt, of any alleged defect or lack of conformity with the contract
c. The Company shall make good shortages notified to it under paragraph (b) as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage.
d. The Company's liability for goods lost or damaged in transit shall in all circumstances be limited to (at the Company's option) the repair or replacement or crediting the Buyer with the invoice value of the goods in question.
6.WARRANTY
a. If within 31 days after delivery a material defect in the goods shall be discovered and:-
(i) the Buyer notifies the Company within fourteen days after discovery giving particulars and either at its own expense and risk returns the goods to the Company; or (at the Company's sole option) permits the Company to inspect the same; and
(ii) such defect has arisen from faulty materials employed or workmanship carried out by the Company existing but not discoverable upon inspection at time of receipt,then the Company shall supply replacements or, at its option, refund to the Buyer the purchase price paid for the defective goods.
b. The Company's liability for defective goods is limited in all circumstances to (at the Company's option) delivery of replacements or crediting or refunding of the invoice value to the Buyer and the Buyer shall accept such of the aforementioned remedies as the Company shall proffer as being fulfilment of the Company's obligations under the contract.
c. The Company's liability under this Condition applies only to defects appearing before the Buyer makes any modification or alteration to the goods and whilst the goods are being properly used or stored and in particular (but without limitation) the Company shall not be liable in the case of defects arising from normal deterioration or improper or faulty handling or processing by the Buyer.
7. LIMITS OF LIABILITY & INDEMNITY
a. The goods are supplied strictly on the terms that the Buyer has satisfied itself of their suitability for its purposes. The Buyer acknowledges that all specifications and details in catalogues, quotations and acknowledgements of order or similar documents or by word of mouth and all forecasts of performances, howsoever given, are approximate only and do not form part of the contract and that in respect of such specifications details and forecasts the Company shall be under no liability nor shall the Buyer be entitled to any remedy under the provisions of the Misrepresentation Act 1967.
b. The Company's liability under Conditions 5 & 6 shall be accepted by the Buyer in lieu of any warranty or condition, whether express or implied by law, as to the quality or fitness for any particular purpose of the goods and, save as provided in these Conditions, the Company shall not be under any liability to the Buyer (whether in contract, tort or otherwise) for any defects in the goods, materials supplied or workmanship performed by the Company or for any damage, loss, death or injury resulting from such defects and the Buyer shall indemnify the Company against any claims in respect thereof. For the purposes of this paragraph the Company contracts on its own behalf and on behalf of and as trustee for its sub contractors, servants and agents.
c. The Company shall not be liable, whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatever nature suffered by the Buyer or for special damages, loss of use, (whether complete or partial) of the goods, or loss of profit or of any contract.
d. Nothing in this Condition shall be construed as limiting or excluding the Company's liability under Part I of the Consumer Protection Act 1987 or for death or personal injury resulting from its negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977).
e. The Company's total liability for the aggregate claims of the Buyer arising out of a single act or default of the Company (whether due to the Company's negligence or otherwise) shall not exceed a sum equal to the Contract price .
f. The Buyer shall indemnify and keep indemnified the Company against all actions, claims, costs, damages, demands and expenses or other loss arising out of a defect in the goods (including, without limitation, all liabilities incurred under the Consumer Protection Act 1987) to the extent occasioned or contributed to by any act or omission of the Buyer its servants, agents or persons under its control
8.RETENTION OF TITLE
a. Until such time as the Company shall have received payment in full of all sums owed to it on any account by the Buyer (whether arising under this or any other contract) legal title in all goods supplied ("the Goods") shall remain in the Company.
b. The Buyer shall at its risk and expense insure all Goods supplied by the Company from the date of delivery for their full replacement value against all the usual risks and keep all Goods safe and in good condition stored separately and clearly identifiable as the Company's property with all identifying marks intact and legible.
c. The Buyer may use or sell the Goods or any of them in the ordinary course of its business on the basis that any proceeds of sale shall be held in trust by the Buyer for the Company absolutely. The Buyer's rights under this condition shall be conditional upon the Buyer including a retention of title condition substantially in the form of that contained at condition 9(a) above in all contracts entered into by the Buyer for the sale of the Goods or any of them.
d. The Buyer's rights under condition 9(c) shall terminate immediately on notice from the Company or automatically on the presentation of a petition for the winding-up of the Buyer or for the appointment of an administrator of its undertaking or if the Buyer has an administrator, receiver or administrative receiver appointed over any of its assets or undertaking or it goes into voluntary liquidation (other than for the purposes of a bona fide reconstruction or amalgamation of a solvent company) or if the Buyer ceases to carry on business.
e. The Company may at any time enter the Buyer's premises for the purpose of inspecting the goods and identifying them as the Company's property and the Buyer irrevocably authorises the Company to enter upon its premises for that purpose.
f. Upon the termination of the Buyer's powers of use and sale under condition 9(e) above the Company shall be entitled at its option (i) to cancel all or any part of any orders for goods placed with it by the Buyer and not yet delivered (whether or not accepted or whether or not under the contract or any other contract) and/or (ii) to customers shall belong to the Company absolutely.
9.PAYMENT
a. Subject to satisfactory trade, banker's and other requisite references, and where no other terms of payment have been specifically agreed in writing, the Company's terms are payment in full to be made before delivery. No discount or allowance will be made unless specifically stated by the Company in writing on the front of the invoice. Interest will be charged on all sums due under or by way of damages for breach of the contract at the rate of 8% per annum above the base rate of Barclays Bank PLC from time to time in force and shall be calculated and accrue on a day to day basis from the date on which payment fell due until payment (whether made before or after judgement has been obtained by the Company against the Buyer).
b. Time for making payment shall be of the essence of the contract.
c. The Company may at any time, in its absolute discretion, appropriate any payment made by the Buyer in respect of goods to such outstanding debt as the Company thinks fit, notwithstanding any purported appropriation to the contrary by the Buyer.
d. The Company shall be entitled to cancel the contract or to postpone any delivery until payment has been received, in the event that the Company has reasonable doubts about the Buyer's ability or willingness to pay on the due date.
e. The Company reserves the right at any time at its discretion to demand security for payment before continuing with an order or delivering before continuing with an order or delivering goods or any instalment.
f. VAT will be charged at the rate ruling at the time of despatch of the goods or, if different, the basic tax point (as defined in regulations governing VAT from time to time in force).
10.FORCE MAJEURE
a. The Company shall not be liable to the Buyer if unable to carry out any provision of the contract for any reason beyond its control including (but without limitation) Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure parts or materials required for the performance of the contract.
b. The Company shall notify the Buyer as soon as reasonably practicable after circumstances preventing performance arise. During the continuance of such a contingency the Company may, within its absolute discretion, withhold, reduce or suspend performance of its contractual obligations, so far as prevented or hindered by such contingency, without liability to the Buyer for any loss or damage whatsoever suffered directly or indirectly by reason of any such withholding, reduction, or suspension.
c. Should such contingency continue for more than three months either party may (subject to the Company repaying to the Buyer any advance payments made for undelivered goods and the Buyer paying for goods delivered) cancel the contract without further liability to the other.
11.NO WAIVER
No waiver of any of the Company's rights under the contract shall be effective unless in writing signed by a Director or other authorised person on behalf of the Company. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of a Company's rights in relation to different circumstances or the recurrence of similar circumstances.
12.NOTICES
Any notice under these Conditions shall be properly given if in writing and sent by first class post, e-mail, telex or facsimile to the address of the intended recipient as stated in the contract or to such address as the Company and the Buyer from time to time notify to each other as their respective addresses for service and shall be deemed served in the case of postal notice, on the expiry of 48 hours from time of posting, in the case of telex on the recording of the "answer back" code on the sender's machine, in the case of facsimile, on the expiry of 15 minutes from completion of transmission by the sender, and in the case of e-mail expiry of 12 hours without appropriate and relevant mail server response.
13.CONSTRUCTION AND JURISDICTION
English Law shall govern construction and operation of the contract and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
Each of these Conditions and each paragraph condition. Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Company's liability then such provision shall apply with such modification as may be necessary to make it valid and effective.
14.DATA PROTECTION
a. The Company retains the right to hold data regarding its clients for business reasons, crime prevention and investigation and purposes of legal obligation.
b. The Company shall retain that 'personal data' submitted to the Company by the buyer and only that 'personal data' data submitted to the Company by the buyer, where 'personal data' is that defined under the Data Protection Act 1998.
c. The buyer, by submitting a valid e-mail address to the Company agrees to become a subsidiary of the Company mailing list, and as such formally declares willingness to receive e-mail from the Company. E-mail sent to the buyer after subscription to the mailing list is not regarded as unsolicited.
d. The buyer, by submitting a valid order to the Company gives permission for that personal data to be obtained, processed and disclosed by the Company at the Company's discretion.
15.REFORMATION
The terms and conditions of this contract are not regarded as exclusive or exhaustive in their coverage and as such the Company reserves the right to insert, remove or modify any of the clauses that appear herein without notice and at the Company's discretion.
WEB SITE CONDITIONS OF SALE
By submitting an order to the Company with incomplete or invalid shipping details the buyer agrees to send valid details at a later date, and the order shall be processed and delivery shall be held until such time as valid and complete shipping details are received.
The Company will refuse sale to the Buyer if incomplete or invalid details are given with regards to any area other than shipping.
17.WEB SITE DISCLAIMER
a. To the fullest extent permitted at law, the Company is providing this web site and its contents on an "as is" basis and makes no (and expressly disclaims all) representations or warranties of any kind, express or implied, with respect to this web site, content, materials or products included in this site including, without limitation, warranties of merchantability and fitness for a particular purpose. In addition, the Company does not represent or warrant that the information accessible via this web site is accurate, complete or current. Price and availability information is subject to change without notice.
b. Except as specifically stated on this document, to the fullest extent permitted at law, neither the Company nor any of its affiliates, directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this Web site or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. For the avoidance of doubt, the Company does not limit its liability for death or personal injury to the extent only that it arises as a result of the negligence of the Company, its affiliates, directors, employees or other representatives.
c. For the avoidance of doubt, no written contracts are formed between the Buyer and the Company via transactions conducted on this Web site or otherwise.
18.E-MAIL ACCEPTANCE POLICY
E-Mail from outside parties to Kingswood Jewellery will only be viewed if the following conditions are adhered to:
(i) the nature of the e-mail is specifically and legibly stated in the 'subject' bar and is relevant to the Company.
(ii) the party the e-mail is sent from is clearly distinguishable and is recognisable and is a valid returnable e-mail address.
(iii) if the e-mail has attachments it is sent from an address known to the Company. Personnel as yet unknown to the Company wishing to send
attachments to the Company should introduce themselves by e-mail first.
(iv) the e-mail does not contain macros or programs.
It is the policy of the Company not to accept suspect data from unknown sources and the Company reserves the right to delete any such data upon arrival without notice. It is also the policy of the company to report such incidents to the appropriate authorities and in addition if damage is caused to the Company's system private investigations will be initiated.
19.COMPANY DETAILS & ADDRESS
Kingswood Jewellery
62 Eastgate
Cowbridge
Vale of Glamorgan
CF71 7YF
Telephone: 01446 773677
Company Registration Number 4570837
Vat Registration Number: 812 9103 56
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