TERMS & CONDITIONS OF SUPPLY (the “Conditions”)
1.1 These Conditions set out the entire agreement between the Supplier and the Customer for the supply of the Goods.
1.2 The Customer’s attention is drawn to the limitation of liability provisions at clause 9.
1.3 The Customer may cancel the Contract and receive a full refund of the price of the Goods by sending written notice to the Supplier at its trading address The Old Poster Shop Ltd no later than 20 Business Days after the date on which the Goods were delivered, providing always that the Goods are unopened and undamaged. The Customer shall, at its own cost, return the Goods to the Supplier within 5 days of cancellation.
2.1 In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order as submitted via the Supplier’s website.
Supplier: The Old Poster Shop Ltd (registered in England and Wales).
- Basis of contract
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order shall only be deemed to be accepted when the Supplier issues an acknowledgement of Order either via the Supplier’s website or an email sent to the Customer, at which point the Contract shall come into existence.
3.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
4.1 The Goods are as described on the Supplier’s website. However, from time to time as components improve or manufacturing processes change, the specification of the Goods described on the Supplier’s website may change. Where this is the case, the Goods supplied will be of at least equivalent specification to that described on the Supplier’s website.
4.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1 The Supplier shall arrange for delivery of the Goods, which may be direct from the manufacturer of the Goods.
5.2 The Supplier shall insure the Goods until delivered to the Customer.
5.3 Delivery shall be to the location specified by the Customer in the Order.
5.4 We cannot always provide a definite delivery time as artworks are framed by hand, but we will get your goods to you as soon as reasonably practicable. Typically, deliveries takes between up to 10 business days – but up to 14 business days on certain occasions. If your goods have not been delivered after 10 business days please let us know.
5.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.6 The Supplier may deliver or arrange for the delivery of the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.1 The Supplier warrants that upon delivery the Goods shall:
6.1.1 conform with their description on the Supplier’s website (save as provided at clause 4.1 above);
6.1.2 be free from material defects in design, material and workmanship;
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4 be fit for any purpose held out by the Supplier.
6.2 Notwithstanding the warranties at clause 6.1 above, the Supplier will use reasonable endeavours to ensure that the Customer receives the benefit of any manufacturer’s warranty or guarantee in relation to the Goods.
6.3 Subject to clause 6.4, if:
6.3.1 the Customer gives notice in writing to the Supplier within 28 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
6.3.2 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.4 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.3; or
6.4.2 the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s written instructions as to the storage, installation, commissioning, use and maintenance of the Goods (which are available on the Supplier’s website) or (if there are none) good practice regarding the same; or
6.4.3 the Customer alters or repairs such Goods without the written consent of the Supplier; or
6.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions; or
6.4.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.5 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
- Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full in cleared funds for the Goods.
- Price, payment & returns
8.1 The price of the Goods shall be the price notified to the Customer via the Supplier’s website prior to the Order being submitted.
8.2 The Customer shall pay the price of the Goods in full in cleared funds at the time the Order is submitted. Timing of payment is of the essence.
8.3 Payment may be made by the Customer by any of the methods stated on the Supplier’s website.
8.4 The Supplier may, by giving notice to the Customer at any time up to 3 Business Days before the anticipated delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.4.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.4.2 any request by the Customer (which is accepted by the Supplier) to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.4.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.5 The price of the Goods stated on the Supplier’s website is exclusive of the costs and charges of packaging, insurance and delivery of the Goods within mainland UK. Additional charges may apply to delivery outside mainland UK.
8.6 The price of the Goods stated on the Supplier’s website is exclusive of amounts in respect of VAT which will be added to the price at the time of checkout.
8.7 Any return of goods by the customer not due to breaches set out within clause 6, shall incur a 35% handling fee.
8.8 Products that are made to order are non-returnable and you will be notified at the time of purchase that these items are made to order.
8.9 Any return of goods by the customer not due to breaches set out within clause 6, shall be the buyers responsibility and at the buyers cost – and the buyer will be refunded for goods excluding original delivery charges.
- Limitation of liability
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 defective products under the Consumer Protection Act 1987.
9.2 Subject to clause 9.1:
9.2.1 the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods.
9.3 For the avoidance of doubt, the Supplier accepts no liability for any failure by the Customer to install, or arrange for the installation of the Goods in accordance with the manufacturer’s specifications.
10 Force Majeure
10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
10.2 A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 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.
- Third Party Rights
12.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.1 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
- Governing Law and Jurisdiction
14.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.