Interior Design Presentations | Design4Business - Interior Design Presentations

STANDARD TERMS AND CONDITIONS FOR THE SALE OF INTERIOR DESIGN SERVICES

1. INTERPRETATION

1.1 Definitions

The definitions and rules of interpretation in this condition apply in these conditions.

Buyer

the person, firm or body corporate who purchases the Services from Design4Business;

Contact

any contract between the Design4Business and the Buyer for the sale and purchase of the Services incorporating these conditions;

Design4Business

the business of the provision and sale of interior design services run under the name of Design4Business and whose principle place of business is at Prestwick Hall Farm, Ponteland, Newcastle Upon Tyne;

Services

any services agreed in the Contract to be supplied to the Buyer by Design4Business (including any part or parts of such services)

1.2 References to Legislation

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

1.3 Singular/ Plural

Words in the singular include the plural and in the plural include the singular

1.4 Headings

Condition headings do not affect the interpretation of these conditions

2. APPLICATION OF TERMS

2.1 Exclusion of Other Terms and Conditions

2.1.1 Subject to any variation under clause 2.2 the Contract shall be on these conditions to the exclusion of 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)

2.1.2 No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract

2.2 Variation

These conditions apply to all the Company´s sales and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by Hayley Anderson from Design4Business

2.3 Reliance on any Statement, Promise or Representation

The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Design4Business except as expressly set out in the Contract. Nothing in this condition shall exclude or limit Design4Business' liability for fraudulent misrepresentation

2.4 Deemed Offer

Each order or acceptance of a quotation for Services by the Buyer from Design4Business shall be deemed to be an offer by the Buyer to buy Services subject to these conditions

2.5 Deemed Acceptance

No order placed by the Buyer shall be deemed to be accepted by Design4Business until a written acknowledgement of order is issued by Design4Business

2.6 Order and Specification

The Buyer warrants and represents that the terms of its order and any applicable specification are complete and accurate

2.7 Quotations

Any quotation is valid for a period of 30 days only from its date, provided that Design4Business has not previously withdrawn it

3. DESCRIPTION

4.1 Performance of Services

The nature and extent of the Services to be provided shall be as set out in the Design4Business' quotation or acknowledgement of order

3.2 Catalogues, Brochures and Websites

All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company´s catalogues, brochures, websites or other promotional material are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract

4. SERVICES

4.1 Performance of Services

4.1.1 Unless otherwise agreed in writing by Design4Business, the Services to be provided by it shall be limited to the carrying out and advising on interior design only. The Buyer acknowledges that Design4Business shall not undertake any of the following (for which the Buyer is wholly responsible) including but not limited to:

(a) designing and/or advising on the selection of specific furniture and fittings;
(b) advising on or preparing information for and inspect the installation of works;
(c) carrying out and advising on town planning and urban design, civil engineering designs, landscape design or acoustical design;
(d) advising on the use of energy; fire protection; underground services or drainage installations; or any waterproofing
(e) advising on the suitability and selection of the sites or buildings;
(f) undertaking any surveys or investigations of the sites or buildings;
(g) advising on any environmental impact;
(h) inspecting, advising and reporting on any of the following:

(i) existing building systems and forms of construction;
(ii) use of energy;
(iii) schedule of conditions;
(iv) schedule of dilapidations;
(v) means of escape;
(vi) building failures;
(vii) floor loadings;
(viii) sound insulation; or
(ix) services installations particularly any fire protection fire alarms or security systems

4.1.2 Any dates specified by Design4Business for the performance of the Services are intended to be an estimate and time for performance shall not be made of the essence by notice. If no dates are so specified, performance shall be within a reasonable time

4.1.3 Subject to the other provisions of these conditions Design4Business 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 performance of the Services (even if caused by the Design4Business' negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days

4.1.4 Design4Business may perform the Services in separate tranches. Each separate tranche shall be invoiced and paid for in accordance with the provisions of the Contract

4.1.5 Each installment 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

5. PRICE

5.1 Price List

5.1.1 Unless otherwise agreed by the Company in writing, the price for the Services shall be as set out in Design4Business' quotation or acknowledgment of order

5.2 Other Costs

The price for the Services or both shall be exclusive of any value added tax (where payable) and any third party disbursements all of which amounts the Buyer shall pay in addition when it is due to pay for the Services

6. PAYMENT

6.1 Due Date

Subject to clause 6.4, payment of the price for the Services is due in pounds sterling within 30 days after the date of the relevant invoice.

6.2 Time to be of the Essence

Time for payment shall be of the essence

6.3 Cleared Funds

No payment shall be deemed to have been received until Design4Business has received cleared funds

6.4 Termination

All payments payable to Design4Business under the Contract shall become due immediately on its termination despite any other provision

6.5 No Set-Off, Counterclaim etc

The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise

6.6 Interest

If the Buyer fails to pay Design4Business any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Design4Business on such sum from the due date for payment at the annual rate of 4 percentage points above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. Design4Business reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

7. QUALITY

7.1 Warranty

Design4Business warrants that (subject to the other provisions of these conditions) the Services shall be carried with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982

7.2 No liability

7.2.1 Design4Business shall not be liable for a breach of the warranty in clause 8.1 unless the Buyer gives written notice of the breach to the Company within 14 days of the time when the Buyer discovers or ought to have discovered the defect

7.2.2 the Company shall not be liable for a breach of the warranty in clause 8.1 if the Buyer makes any further use of such Services after giving such notice; or

7.2.3 the Buyer alters or repairs such Services without the written consent of Design4Business

7.3 Design4Business' Obligations

7.3.1 Subject to clause 8.3 and clause 9 if any of the Services provided do not conform with the warranty in clause 8.2, Design4Business shall at its option reprovide such Services or refund the price of such Services at the pro rata contract rate

7.3.2 If Design4Business complies with this clause 7.3 it shall have no further liability for a breach of any of the warranties in clause 7.1 in respect of such Services

8. LIMITATION OF LIABILITY

8.1 Entire Financial Liability of Design4Business

Subject to clause 8.3, clause 8.4 and clause 7, the following provisions set out the entire financial liability of Design4Business (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

8.1.1 any breach of these conditions;

8.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract

8.2 Exclusion of Warranties, Conditions and Other Terms

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract

8.3 No Exclusion

8.3.1 for death or personal injury caused --by Design4Business' negligence; or

8.3.2 under section 2(3), Consumer Protection Act 1987; or

8.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

8.3.4 for fraud or fraudulent misrepresentation

8.4 Total Liability

Subject to clause 8.2 and clause 8.3:

8.4.1 Design4Business' 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 shall be limited to the Contract price; and

8.4.2 Design4Business shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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

9. ASSIGNMENT

9.1 Permitted Assignment

Design4Business may assign the Contract or any part of it to any person, firm or company

9.2 No Assignment

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Design4Business

10. FORCE MAJEURE

Design4Business reserves the right to defer the date of performance or to cancel the Contract or the nature and extent of the Services if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Design4Business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days, the Buyer shall be entitled to give notice in writing to Design4Business to terminate the Contract

11. GENERAL

11.1 Rights and Remedies

Each right or remedy of Design4Business under the Contract is without prejudice to any other right or remedy of Design4Business whether under the Contract or not

11.2 Severance

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, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, 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

11.3 Waiver

11.3.1 Failure or delay by Design4Business 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

11.3.2 Any waiver by the Company 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

11.4 Third Parties' Rights

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

11.5 Jurisdiction

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts

12. COMMUNICATIONS

12.1 Nature of Communications

All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

12.1.1 (in case of communications to Design4Business) to its principal place of business or such changed address as shall be notified to the Buyer by Design4Business; or

12.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to Design4Business by the Buyer

12.2 Deemed reception

Communications shall be deemed to have been received:

12.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

12.2.2 if delivered by hand, on the day of delivery; or

12.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day

12.3 Communications to Design4Business

Communications addressed to Design4Business shall be marked for the attention of Hayley Anderson.