Terms & Conditions of Sale
Automotive Design and Development Limited, T/A Finches Friend Nature
1. DEFINITIONS
1.1 In these Terms the following words and phrases shall have the following meaning unless the context indicates otherwise:
“Company” means Automotive Design and Development Limited T/A Finches Friend Nature. Company Registration Number 8748971, whose registered office is Henwood House, Henwood, Ashford, Kent, TN24 8DH;
“Customer” means the party for whom the Goods are provided;
“Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods incorporating the Terms;
“Goods” means the goods which the Company is to supply in accordance with the Contract;
“Order Form” means an order form as signed by the Customer stating the Goods to be provided and incorporating these Terms, this includes an online order form.
“Price” means the price in pounds sterling payable by the Customer to the Company in respect of the Goods;
“Terms” means the Company’s standard terms and conditions of sale as set out in this document.
“Site” means the Company’s online website that facilitate the sale of the Goods.
1.2 Headings contained in these Terms are for reference purposes only and shall not affect their interpretation.
1.3 Any reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended from time to time.
2. OFFER AND ACCEPTANCE
2.1 Subject always to clause 3.2, the Company shall sell and the Customer shall purchase the Goods as detailed in the Order Form which shall be subject to these Terms which, save as may be provided for herein, shall govern the Contract to the exclusion of any other terms.
2.2 In the absence of a signed Order Form, any instruction or agreement for the Company to provide the Goods shall be deemed to be an unconditional acceptance of these Terms by the Customer.
2.3 No employee of the Company has authority to make any warranty, statement or promise concerning the Goods, including any representation as to the life or wear of the Goods, except in writing signed by a Director of the Company and the Customer agrees that it is not entering into the Contract in reliance on any such warranty, statement or promise (save that nothing in these terms affects the liability of either party for fraudulent misrepresentation).
3. SPECIFICATIONS AND ORDERS
3.1 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially reduce the quality (or performance where appropriate) of the Goods or which reflect changes in the specification of the manufacturer or supplier of the Goods.
3.2 The Company reserves the right to decline to fulfil any order either in full or in part made by a Customer for the Goods.
3.3 The Company shall use its reasonable endeavours to ensure that the Goods will correspond with their specification at the time of delivery and shall be free from defects.
3.4 The Customer shall provide the Company with such information as the Company shall reasonably require in order to supply the Goods in accordance with the Terms.
4. PRICE
4.1 The Price shall be the price as expressly quoted by the Company from time to time, save where no express price has been quoted in which case the Price shall be the price shown on the Company’s website as of the date on which an order for Goods is received by the Company.
4.2 The Company reserves the right to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company and/or any change in dates or specifications which is requested by the Customer or any failure of the Customer to give the Company adequate information or instructions.
4.3 The Company reserves the right at the Company’s discretion to require a deposit or payment in advance prior to supplying the Goods.
4.4 All sums payable under this Contract unless otherwise stated are exclusive of VAT and other duties or taxes.
4.5 Unless the parties expressly agree otherwise in writing, the Company will charge the Customer such carriage and delivery charges appropriate to the Customer’s purchase.
5. CANCELLATION AND RETURNS
5.1 The Customer may cancel all or part of an order at any time prior to dispatch of the Goods by the Company subject to refunding the Company in any costs incurred by the Company in connection with the order.
5.2 Any claim by the Customer that any of the Goods are damaged, defective or do not meet the Customer’s specification shall be notified to the Company within fourteen days from the date of delivery, failing which the Customer shall not be entitled to reject the Goods, the Company shall have no liability to the Customer and the Customer shall be bound to pay the Price.
5.3 A Customer after notifying the Company subject to clause 5.2, has fourteen days to return the Goods to the Company. The Customer shall be liable for all return delivery costs unless the Goods are faulty. The Customer is responsible for making sure the Goods are packaged appropriately and are not damaged in transit.
5.4 Where a valid claim in respect of any of the Goods is made pursuant to clause 5.2, the Company may either replace the Goods (or part of them) free of charge or refund the Price (or a proportionate part of the Price) in which case the Company shall have no further liability to the Customer.
5.5 The Company may, at its absolute discretion, allow the return of Goods otherwise than in accordance with this clause, in which case the return shall be on such terms as the Company shall determine.
6. DELIVERY
6.1 Goods will be delivered to the Customer’s address as detailed on the Order Form or (if there is no Order Form) to the last known delivery address of the Customer as soon as reasonably practicable, save that the Company shall not be liable for any delay in delivery. Time of delivery shall not be of the essence of the Contract.
7. PAYMENT
7.1 All payments shall be made in sterling through the payment gateway on this Site.
7.2 Save where any different terms have been agreed between the Company and the Customer, where the Customer holds a valid account with the Company, the Company shall invoice the Customer on or prior to delivery of the Goods and the Customer shall pay the Price no later than close of business on the thirtieth day following receipt of the Goods, or, where an invoice is provided earlier, no later than close of business on the thirtieth day following receipt of the invoice under which the Goods are provided. The time for payment shall be of the essence.
7.3 Customers without a valid account must make payment for Goods and delivery charges in full prior to despatch of the Goods.
7.4 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
7.4.1 terminate the Contract or suspend any further deliveries to the Customer; and
7.4.2 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 2% per calendar month on a compound basis until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest); and
7.4.3 suspend, revoke or amend any credit terms.
7.5 The Customer shall pay the Price without any deduction whether by set off, counterclaim or otherwise. The Company shall have the right of set off.
8. TERMINATION
8.1 Either party may, at any time, by notice in writing terminate this Contract forthwith if the other party is in default and if:
8.1.1 the default is material and is capable of remedy and the other party shall have failed to remedy such default within seven days of receiving written notice from the other party specifying the default and requiring its remedy;
8.1.2 the default is material and is not capable of remedy;
8.1.3 if the other party ceases to carry on its business;
8.1.4 if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party and is not discharged within fifteen days of such appointment;
8.1.5 if the other party makes an assignment for the benefit of, or a composition with, its creditors, or another arrangement of similar import; or
8.1.6 if the other party shall go into liquidation or bankruptcy otherwise than for the purposes of a bona fide amalgamation or reconstruction.
8.2 Any rights to terminate the Contract shall be without prejudice to the rights of the other party.
9. TERMINATION CONSEQUENCES
In the event of the Contract being determined whether by passage of time, notice, breach or otherwise:
9.1 The Customer shall immediately pay to the Company:
9.1.1 all arrears of payments and any other sums due to the Company, and
9.1.2 all other monies irrevocably paid by the Company in connection with the Contract.
9.2 On the termination of the Contract (however arising), the Company shall deliver up to the Customer all documents, papers, data and reports which were furnished by the Customer to the Company, or which were prepared by or on behalf of the Company for the Customer in the course of supplying the Goods under the Contract.
9.3 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of the Contract and the determination of the Contract shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under the Contract notwithstanding that the other may have exercised one or more of the rights and remedies against it.
9.4 Any right or remedy to which either party is or may become entitled under this Contract or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this Contract or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.
10. TITLE AND RISK
10.1 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery of the Goods.
10.2 Notwithstanding delivery or the passing of risk in the Goods, title to the Goods (or any part of them) shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Price and all other amounts due to the Company by the Customer howsoever arising.
10.3 Notwithstanding that title to Goods shall not have passed to the Customer and without prejudice to any other rights available to it, an action for the Price can be maintained by the Company at any time after the due date for payment.
10.4 Until such time as title in the Goods passes to the Customer, the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, may enter on to any premises of the Customer or third party where the Goods are stored and repossess the Goods.
11. LIABILITY
11.1 Save as expressly provided for in the Terms and except where the Goods are supplied to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.2 The Company shall have no liability to the Customer in respect of damaged or defective Goods where such damage has been sustained in transit after delivery of such materials to the Customer or its agents.
11.3 The Company does not exclude or restrict liability for death or personal injury resulting from its own negligence.
11.4 Subject to Clause 11.3, the Company’s liability for any breach of the terms of this Contract or otherwise will be limited to the aggregate value of the Goods supplied to the Customer under the Contract in the twelve month period immediately preceding the breach.
11.5 The Customer will indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with any claim paid or agreed to be paid by the Company as a consequence of the Consumer Protection Act 1987.
11.6 The Customer shall indemnify the Company against any liabilities for any claim (including, but not limited to, liability for damages, costs and interest howsoever arising) arising from any action of the Company undertaken in order to comply with the Customer’s requirements in supplying the Goods.
12 INTELLECTUAL PROPERTY
12.1 The Company shall retain any and all intellectual property rights, including copyright, in all documents, papers, data and reports which are prepared by or on behalf of the Company for the Customer in the course of supplying the Goods.
12.2 The parties agree not to cause or permit anything which may damage or endanger the intellectual property rights of the other party or that party’s title to it or assist or allow others to do so.
13. CONFIDENTIALITY
Except in so far as such matters are properly in, or come into, the public domain, the parties agree to keep secret and confidential all matters contained in or arising from the Contract and not to disclose any such confidential information to any person unless otherwise expressly provided by the Contract, or unless he is ordered to do so by a court of competent jurisdiction.
14. FORCE MAJEURE
If the performance of the Contract or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected (upon giving prompt notice to the other party) shall be excused from performance to the extent of the prevention, restriction or interference, but the party so affected shall use all reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance of its obligations under the Contract whenever such causes are removed or diminished.
15. DATA PROTECTION
15.1 The Company will use the personal data provided by the Customer to respond to the Customers queries and for other administrative purposes required to fulfil the Terms of the Contract.
15.2 A Customer may be contacted by e-mail, telephone, fax or conventional post with information of new products and services offered by the Company that the Company may think will be of interest to the Customer.
15.3 The Company will only contact the Customer in the manner stated in Clause 15.2 when the Customer has opted in to be contacted for marketing purposes. The Customer may opt out of these marketing communications at any time by contacting the Company.
16. MISCELLANEOUS
16.1 The Contract is personal to the Customer and may not be assigned to any third party without the written consent of the Company.
16.2 The Company reserves the right to assign the Contract and to sub-contract all or any of its obligations.
16.3 No variation or amendment of these Terms or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.
16.4 Any demand or notice given under the Contract shall be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (confirmed by post), or by any other means which any party specifies by notice to the others and each party’s address for the service of notice shall be its above mentioned address or such other address as it specifies by notice to the others.
16.5 A notice shall be deemed to have been served if it was served in person, at the time of service, if it was served by post, 24 hours after it was posted, and if it was served by facsimile transmission, at the time of transmission.
16.6 If any provision of the Contract is rendered void by any legislation to which it is subject or the final decision of any court having jurisdiction the Contract shall be rendered void to that extent and no further; and the remainder of the Contract shall constitute the agreement of the parties.
16.7 The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.
16.8 The law applicable to the Contract shall be English law and the parties consent to the exclusive jurisdiction of the English courts.