Terms and conditions

Payments by Debit Card:

(Switch, Connect, or Delta ONLY)-we require the card number, expiry date, issue number and card holder’s name before placing an order.

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Payments

If paying by cheque, we shall wait a minimum of 6 working days following receipt before placing the orders.

All new clients are required to pay by bank transfer. Alternative methods of payment are taken at the discretion of the accounts director. Please indicate clearly all delivery instructions on the order.

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We accept no responsibility for the suitability of any product for any specific use.

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Carriage costs:

Carriage is calculated on the basis of each supplier delivering to one address in the UK. If there are multiple delivery addresses and / or a foreign delivery address, the carriage charge will differ. Please contact Trade Interiors. for charges.

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1 APPLICATION

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1.1 These conditions of trading along with our account application form (together the “Contract”) apply to all sales of goods by Interior Purchasing Company Ltd (the “Company”) to any purchaser (the “Customer”) and shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade custom practice or course of dealing and any purported provisions to the contrary are hereby excluded or extinguished.

 

1.2 The opening of a Customer account shall not constitute any commitment on the part of the Company to supply the Customer. The Company’s contractual relationship with the Customer shall operate on an order by order basis and the Company may, in its absolute discretion, for any reason, refuse to accept orders from any Customer. Without prejudice to the foregoing, the provisions of Condition 19 shall apply.

 

2 TERMS OF PAYMENT

 

2.1 Payment for goods is based on a proforma basis. No goods will be despatched until full payment has been received.

 

2.2 The Company may, at its discretion:

• (A) change or withdraw any discount (where given) if the Customer is in breach of the Contract (including where payment is not made in accordance with Condition 2.1); or

• (B) change or withdraw any extension of credit allowed to the Customer; or

• (C) charge interest on the amount due from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 2.3 If in the opinion of the Company the credit-worthiness of the Customer shall have deteriorated prior to delivery, the Company may require full or partial payment of the price prior to delivery. The Company reserves the right to hold back any order pending if an account is overdue for payment.

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3 GOODS AND PRICES

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3.1 The prices payable for the goods shall be those contained in the Company’s quotes given at the time of despatch (the “Prices”). The Company shall have the right at any time (whether prior to or after placement of an order) without notice to change its Prices and/or to withdraw any goods from the range of products offered by the Company and/or to withdraw any discounts (where given). Where applicable VAT and any other tax or duties payable by the Customer shall be added to the price.

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3.2 Once all orders are taken from the distributors and are with delivery, they are no longer our responsibility, but the responsibility of the distributing company or delivery company. All delivery charges quoted exclude VAT and any other tax or duties payable by the Customer and the same shall be added to the delivery charge where applicable.

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4 ORDERS

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4.1 The minimum order is for one roll of wallpaper or border or one metre of fabric.

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4.2 All goods shall be supplied and invoiced in metres and orders not expressed in metric measurements will be converted into metric measurements and rounded up to the nearest ten centimetres.

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5 SERVICE STANDARDS

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5.1 The Customer recognises that the image of the Company and its brands requires a high degree of personal expertise from the Customer and agrees that it shall properly provide the Service (as described below) to its buyers (“Buyers”) and shall genuinely offer the Service in connection with all sales of the Company’s products (“Products”).

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5.2 Due to the requirement to provide the Service and for Buyers to receive a personalised, high-end experience in keeping with the reputation and image of the Company and its brand(s), the Customer must market the Products to Buyers from at least one bricks and mortar physical location. Accordingly, the Customer:

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• (A) represents and warrants to the Company (on an on-going basis) that it will market the Products and provide the Service to Buyers from at least one bricks and mortar physical location and inform the Company of such location(s);

• (B) shall inform the Company if, at any time, it does not market the Products and provide the Service to Buyers from such bricks and mortar physical location(s) notified to the Company pursuant to (A) above;

• (C) shall not market the Products and provide the Service to Buyers from any additional bricks and mortar physical location(s) without the prior consent of the Company; and

• (D) represents and warrants to the Company (on an on-going basis) that it will market the Products and provide the Service to Buyers in a manner which is in keeping with the reputation and image of the Company and its brand(s)

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6 WEBSITE TRADING

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6.1 Subject to the Customer at all times complying with Conditions 5.2 and

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6.2, the Customer may use the internet to promote, market and sell the Products to Buyers who are located within the European Economic Area (the “EEA”). The Customer agrees that it shall not sell the Products, whether actively or passively, via the internet to Buyers located outside of the EEA.

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6.3 The Customer may only promote, market and sell the Company’s goods via the internet subject to the following conditions:

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• (A) the name of the internet site used by the Customer (the “Website”) must incorporate the trade name of the Customer given to the Company for the purpose of opening the Customer’s account and must not harm the Company or the brands’ image, reputation or prestige of its brands. Without prejudice to the Customer’s right to determine the price at which it sells the goods, prohibited names include, but are not limited to, names expressly or implicitly stating that any of the goods displayed or available for sale on the Website are available for discounted or reduced prices;

• (B) any goods advertised on the same webpage as the Company’s goods must not harm the Company or its brand’s image, reputation or prestige;

• (C) any pictures on the Website of the Company’s goods must be an accurate representation of the Company’s goods and must be shown in a way that is consistent with the image, reputation and prestige of the Company’s brands;

• (D) any advertisements or banners appearing on the Website must not harm the Company or its brand’s image, reputation or prestige;

• (E) links or hyper-text to other sites outside of those of the Company or other authorised resellers must not appear on the Website;

• (F) the Website must contain accurate and high quality electronic representations of books and/or samples of the Company’s fabric and wallpaper;

• (G) any references to brand names established by the Company and any images, trade marks, registered designs, copyright or other intellectual property rights owned by the Company (including electronic representations of the Company’s products as shown on the Company’s website) (the “Company’s Materials”), may only be used on the Website with the Company’s prior written approval; and shall be clearly identified on the Website as being owned by the Company (and the Customer shall not represent that it has any title in or ownership of the Company’s Materials). For the avoidance of doubt, the Company’s Materials shall only be used by the Customer for supplementing its own marketing materials, not creating an image library of the Products for use on the Website.

• (H) the Website must conform to guidelines as to “look and feel” published by the Company from time to time and shall, without limiting the forgoing, the Website “look and feel” must be in keeping with the reputation and image of the Company and its brand(s);

• (I) the Website must make a genuine offer of the Service to Buyers and the Website must clearly show that the Customer offers a personal and bespoke design, make-up and upholstery service, including home visits (where appropriate); (J) the Website must provide a personalised, high-end service in keeping with the reputation and image of the Company and its brand(s) and provide service standards equivalent to Buyers’ experience in the Customer’s bricks and mortar physical location;

• (K) the Customer shall not register or maintain any domain names and/or bid on search engine advertising keywords containing the Company’s name and/or brand names, without the prior written approval of the Company; and

• (L) the Customer must notify the Company in writing prior to commencing the use of the Website and give the Company a reasonable period of time to approve the manner in which the Company’s name is used on the Website, and the appearance of any of the Company’s goods on the Website.

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6.4 The Company considers that sales by mail order are not in keeping with the image, reputation or prestige of the Company or the Products, or consistent with the requirement to provide the Service. However, if the Customer is permitted under mandatory law to sell the Company’s goods by mail order within the EEA, then the provisions of Condition 6.1 and 6.2 shall apply to such sales (except that references to websites shall instead apply to mail order sales and related advertisements and other promotional material).

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6.5 For the avoidance of doubt nothing shall restrict the Customer from determining the prices at which it sells goods (whether from retail premises, the internet, or otherwise).

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7 DELIVERY

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Any time or date for delivery mentioned in any quotation, acknowledgement of order or elsewhere is approximate only and not of any contractual effect and the Company shall not be under any liability in respect of any failure to deliver at any particular time or date.

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8 REFUSAL OR FAILURE TO TAKE DELIVERY

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If the Customer refuses or fails to take delivery of goods rendered in accordance with the Contract or fails to take any action necessary on its part for delivery and/or shipment of the goods the Company shall be entitled to terminate the Contract with immediate effect and recover from the Customer any loss and additional costs incurred as a result of such refusal or failure.

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9 INSPECTION

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It shall be the responsibility of the Customer to inspect and check all goods immediately on delivery (and in any event before such goods are cut or hung) for colour, condition and accuracy of printing and in order to ensure that such goods are those ordered by the Customer. The Customer’s said responsibility shall not be in any way diminished or extinguished in the case of goods which are delivered to a third party on the instruction of the Customer. Any queries regarding the above must be referred to the Company prior to the goods being cut or hung.

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10 RISK AND TITLE

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Goods shall be at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf, and the Customer should insure accordingly. The goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the price therefor. Until such payment the Customer shall be in possession of the goods solely as bailee for the Company and in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of the Company. The Company reserves the immediate right of re-possession of any goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company thereunder or otherwise.

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11 LIABILITY

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• (A) The Company shall not be liable to the Customer:
  
  (i) for shortages in quantity delivered (or any other order discrepancy) unless the Customer notifies the Company of any claim for short delivery (or other discrepancy) within fourteen days of receiving the goods;
  
  (ii) for non-delivery of the goods or damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Company’s own transport or by a carrier on behalf of the Company) unless the Customer shall notify the Company of any such claim within fourteen days of the date of the Company’s invoice for the goods and in the case of goods all or any part of which are received damaged, unless the Customer shall sign for them as damaged and shall notify the Company of the damage in writing within 7 days of receiving the goods;
  
  (iii) for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or the application of any treatment or process whatsoever to the goods after purchase (including, without limitation, any spray or flameproofing) or any act, neglect or default of the Customer or of any third party;
  
  (iv) for other defects in the goods unless notified to the Company within twenty-eight days of the date of the Company’s invoice for the goods and in any event before the said goods are cut or hung; or
  
  (v) if the Company is unable to supply goods subsequent to receiving an order from the Customer.

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• (B) Where the Company does have liability:-
  
  (i) the Company’s only obligation shall be at its option to make good any shortage or non-delivery under/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost of such goods to the Customer;
  
  (ii) the Company’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the Customer for the said goods in respect of any occurrence or series of occurrences;
  
  (iii) the Company shall not be liable to the Customer for any 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 compensa- tion whatsoever (howsoever caused) which arise out of or in connection with the Contract.

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• (C) Subject to the foregoing, all conditions, warranties and representations, whether express or implied by statute, common law, arising from conduct or otherwise in relation to the goods (including, without limitation, relating to the quality of the goods or their fitness for any particular purpose, even if that purpose is made known expressly or by implication to the Company, or as to the correspondence of the Goods with any description or sample) are hereby expressly excluded to the fullest extent permitted by law and the Company shall be under no liability to the Customer for any loss damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company. For the avoidance of doubt, the conditions implied by section 12 of the Sale of Goods Act 1979 are not excluded from the Contract.

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• (D) The Company’s prices are determined on the basis of the limits of liability as set out in this Contract. The Customer may by written notice to the Company request the Company to agree a higher limit of liability provided insurance cover can be obtained therefor. Any increase in the Company’s costs for such higher insurance shall be for the Customer’s account.