THE KITCHEN FACELIFT COMPANY Website Terms & Conditions of Sale
The Kitchen Facelift Company is not a franchisor or a franchised business, all the individual outlets are separately owned and run businesses and are not franchised from The Kitchen Facelift Company, so The Kitchen Facelift Company has no say or influence to how these businesses are operated, all complaints, issues and legal matters should be directed to the individual outlet concerned.
1. (a) In these Conditions, save where the context otherwise requires, the following terms have the following meanings:
"The Buyer" means the person, firm or company who purchases the Goods from the Seller;
"The Contract" means any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these conditions; "The Goods" means any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them); and "The Seller" means The Kitchen Facelift Company
(b) A reference to a 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.
(c) Words in the singular include the plural and in the plural include the singular.
(d) A reference to one gender includes a reference to the other gender.
(e) Condition headings do not affect the interpretation of these Conditions.
Application of Conditions
2. (a) All orders placed with the Seller are placed on the basis of these Conditions.
(b) No modifications or variations to these Conditions shall have effect unless they have been expressly accepted in writing by a director of the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition shall exclude or limit the Seller's liability for fraudulent misrepresentation.
(c) No other terms and conditions will be valid or effective and (but without prejudice the generality of the foregoing) all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) are hereby excluded.
(d) Any subsequent orders placed with the Seller shall be deemed to be placed subject to these Conditions unless expressly agreed otherwise in writing by a director of the Seller.
(e) Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.
(f) No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
(g) The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
(h) Any quotation is valid for a period of 30 days only from its date, unless otherwise stated, provided that the Seller has not previously withdrawn it.
(i) No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including without prejudice to the generality of the foregoing loss of profit), costs (including without prejudice to the generality of the foregoing the cost of all labour and materials
ordered, whether used or unused), damages, charges and expenses incurred by the Seller as a result of cancellation.
3. (a) Any description and illustrations in the Seller's catalogues, lists or samples or other advertising material merely present a general impression of the Goods described therein and shall not form part of any Contract and in particular shall not give rise to any sale by description or sample unless expressly agreed in writing by a director of the Seller.
(b) The quantity and description of the Goods shall be as set out in the Seller's quotation or acknowledgement of order. All specifications as to colour and dimensions are subject to normal tolerance margins (i.e. timber and other fibrous-based products may have natural variations in colour, grain and shape).
(c) The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4. (a) Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Buyer’s place of business or home address. Any times stated for delivery are an estimate only and whilst the Seller will use all reasonable endeavours to meet any such times stated for delivery it shall not be liable for any delay in delivery howsoever caused and delivery shall be made within a reasonable time. Time
for delivery shall not be of the essence.
(b) Where Goods are to be collected by the Buyer, it shall take delivery of the Goods within 3 days of the Seller giving it notice that the Goods are ready for delivery.
(c) Subject to the other provisions of these Conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
(d) If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(i) Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller's negligence);
(ii) The Goods shall be deemed to have been delivered; and
(iii) The Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
(e) The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
(f) The Seller shall not be responsible for any short delivery unless full particulars thereof are marked on the copy of the consignment note or delivery document signed by the Buyer (and in the case of loss in transit all the requirements set out in Condition 5 below are fulfilled).
(g) The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
(h) Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
Damage or loss in transit
5. (a) Notwithstanding that risk may have passed from the Seller to the Buyer in accordance with Condition 6 below the Seller will at its option repair or replace free of charge all Goods lost or damaged in transit provided that:
(i) (save in respect of a total loss or non delivery of the Goods) details of any loss or damage have been marked on the copy of the consignment note or delivery document signed by the Buyer and the Seller has been notified within 48 hours of delivery and it is subsequently confirmed in writing to the Seller with full particulars within three days of delivery.
(ii) In respect of a total loss or non delivery of the goods details are notified to the Seller in writing (otherwise than on a consignment note or delivery document) with full particulars within three days of the date of the Seller’s invoice in respect of the Goods.
(b) This condition will not apply where the Goods are collected by or on behalf of the Buyer from the Seller's works or other place of storage of the Goods.
Property & Risk
6. (a) Property in any Goods shall not pass to the Buyer until all sums outstanding in relation to (a) the Goods and (b) all other Goods purchased on any account by the Buyer from the Seller have been paid in full by the Buyer.
(b) Notwithstanding that property in any Goods sold may not have passed to the Buyer the Goods shall be at risk of the Buyer from the time of despatch from the Seller's works or other place of storage or from the time that the Seller notifies the Buyer that the Goods are available for collection.
(c) Until property in any Goods shall have passed to the Buyer:
(i) The Buyer shall on demand return the Goods to the Seller's works or (at the option of the Seller) make the Goods available for collection by the Seller from any premises where the Goods are kept.
(ii) The Buyer shall at all times store the Goods separately from all other goods of the Buyer or any third party and in such a manner as to show clearly that they are the property of the Seller; and
(iii) Maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
(d) The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(i) Any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(ii) Any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale. Nothing herein contained shall constitute the Buyer as the agent of the Seller for the purpose of any sub sale of any Goods.
(e) The Buyer's right to possession of the Goods shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(iii) The Buyer encumbers or in any way charges any of the Goods.
(f) The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
(g) The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
(h) Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
7. The Buyer shall furnish the Seller with all information necessary for the performance of any order in due time to enable the Seller to perform the order.
Price and Payment
8. (a) The price of the Goods shall be in accordance with the Seller's list price prevailing at the date of delivery (less any agreed discount). The Seller shall be entitled to vary any price in the event of any increase in the rates of labour or overheads or in the cost of material between the time that the price that is quoted or agreed by the Seller and the date of delivery to the Buyer and the Buyer
shall pay for the Goods at such varied price. All prices quoted may be altered by the Seller to cover an increase in costs of materials or labour as a result of any alterations modifications or additions in the design quantities or specifications of the Goods made at the request of the Buyer.
(b) Unless otherwise stated all prices are inclusive of VAT (if registered) all other costs or charges in relation to packaging, loading, unloading, carriage and insurance, the Buyer shall pay in addition when it is due to pay for the Goods.
(c) All Goods shall be paid for without deduction, counterclaim, and discount on or before delivery. Time for payment shall be of the essence. All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision. The Seller reserves the right to require payment (cleared funds)
in advance of delivery.
(d) Without prejudice to any other right or remedy that it may have, the Seller reserves the right to set off any amount arising at any time due from it to the Buyer against any amount payable by the Buyer to the Seller.
(e) No payment shall be deemed to have been received until the Seller has received cleared funds.
(f) Failure by the Buyer to pay for any Goods on the due date shall entitle the Seller:
(i) to cancel the balance (if any) of the Contract under which the Buyer has failed to pay for the Goods and to recover from the Buyer damages for any loss suffered by the Seller as a result of such cancellation;
(ii) to cancel any other contract or the balance of any other contract which the Seller may have with the Buyer or suspend any deliveries pursuant to such contract and to recover from the Buyer damages for any loss suffered by the Seller as a result of such cancellation; and
(iii) to charge the Buyer interest at the rate of 8% above the base rate of Lloyds TSB Bank plc on the amount due from the due date to the date of receipt of payment thereof (both before and after any judgment) such interest to be paid on demand to the Seller. The Seller reserves the right to claim interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9. (a) Where the Seller is not the manufacturer of the Goods; the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
(b) The Seller warrants that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
(c) The Seller shall at its option repair or replace any goods which are defective as to materials or workmanship provided that:
(i) where any alleged defect is discoverable on an inspection of the Goods (whether or not the Buyer shall actually inspect the Goods) notification of the alleged defect with full particulars thereof is received by the Seller in writing within three days of the date of delivery of the Goods and in any other case notification of the alleged defect is received by the Seller in writing with full particulars thereof within a reasonable time of discovery of the defect; and
(ii) immediately upon discovery of the alleged defect the Seller are notified in writing with full particulars thereof and are afforded full opportunity of inspecting the Goods at the premises of the Buyer or if so required by the Seller the Buyer immediately returns the Goods to the Seller's works carriage paid (but refundable insofar as the goods are repaired or replaced) and
(iii) The defect is not due to wear and tear neglect abnormal use misuse or improper adjustment.
10. (a) Subject to condition 10(b) below, conditions 10(c) to (e) set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) Any breach of these Conditions;
(ii) Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(iii) Any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
(b) As against a person dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977 all conditions and warranties and liabilities whatsoever whether express or implied by statute (save those implied by virtue of Sections 12 to 15 of the Sale of Goods Act 1979) common law usage or otherwise are hereby excluded.
(c) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
(d) Nothing in these Conditions excludes or limits the liability of the Seller:
(i) For death or personal injury caused by the Seller's negligence; or
(ii) Under section 2(3), Consumer Protection Act 1987; or
(iii) For any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(iv) For fraud or fraudulent misrepresentation.
(e) Subject to conditions 10(a) to (c):
(i) the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract (subject to clause 10(f) below) shall be limited to the Contract price; and
(ii) the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
(f) In the event that the Seller is liable, it shall elect at its sole discretion to repair or replace the Goods and in no circumstances shall the Seller's liability extend beyond the cost of repairing or replacing the Goods
11. (a) The Seller shall not be responsible for any loss damage delay or non performance of any contract arising whether directly or indirectly from any cause outside the control of the Seller including (but without prejudice to the generality of the foregoing) any cause arising from or attributable to strikes lock outs shortage of labour or materials governmental action civil commotions riots war
sabotage, storm flood earthquake drought machinery breakdown failure of plant or collapse of structure voluntary or mandatory compliance with any direction request or order of any person having or appearing to have authority whether for defence or other governmental or national purpose inability to obtain raw materials equipment fuel power components or transportation.
(b) In the event of any delay or non performance of any contract arising whether directly or indirectly from any cause referred to in Condition 11(a) above for a period in excess of 90 days, the parties shall be entitled to cancel any Contract and the Seller shall have no liability to the Buyer in respect of any loss or damage or otherwise.
12. (a) All contracts between the Seller and the Buyer shall in all respects be governed by English Law and all disputes which may arise out of or in connection with these conditions or any contract between the Seller and the Buyer or any Goods supplied under any Contract shall be subject to the exclusive jurisdiction of the English Courts.
(b) Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
(c) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, void ness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of
such provision shall continue in full force and effect.
(d) Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
(e) Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
(f) The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.