"Buyer" means the person who buys or agrees to buy the goods from the Seller.
"Conditions" means the terms and conditions of the sale set out on this page and any special terms and conditions agreed in writing by the Seller.
"Goods" means the articles of which the Buyer agrees to buy from the Seller.
"Price" means the price of the goods including shipping where applicable, but excluding delivery, subsequent packaging charges and insurance.
"Seller" means Touchwood (East Anglia) Limited trading as Touchwood UK.
2. Conditions applicable
These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document. Any variation to these Conditions shall be inapplicable unless agreed in writing by the Seller. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions and confirmation of the order shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
3. The Price and Payment
The Price shall be the Price agreed upon order. Unless the Seller advices otherwise a 50% deposit payment is to be made upon order with the balance due either when the goods are ready for dispatch (private customers) or upon receipt of the goods (trade customers). Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when the balance becomes due day to day until the date of payment at a rate of 2% above Barclays Bank PLC's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
Any bank charges incurred when arranging a transfer of funds to the Seller is the responsibility of the Buyer and such charges should not be passed onto the Seller. The Seller reserves the right to pass any such charges back to the Buyer.
If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller's other rights the Seller may suspend or cancel deliveries of any articles due to the Buyer; and/or appropriate payment made by the Buyer to such of the Goods (or Goods supplied under any contract with the Buyer) as the Seller may in its sole discretion think fit.
4. The Goods
The quality and description of the Goods shall be as set out in the Seller's quotation. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
The Seller may from time to time make changes in the specification of Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality of fitness for purpose of the Goods.
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 the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
5. Delivery of the Goods
The Buyer shall specify at the time of order how he/she wishes to receive the Goods. The Seller can arrange delivery/shipping if required. All methods will incur delivery/shipment charges.
The Seller regularly ships goods into the United States of America and the following terms relate to all these shipments:-
The goods shall be shipped into High Point, NC. Any onward delivery, packing charges or warehousing costs shall be the responsibility of the Buyer. It should be noted that the packaging of furniture in the UK usually consists of a thick wrap to safely transport via ocean feight. Corrugated boxing is not customary in packing fine furniture in the UK, however if the Buyer's freight carrier requires boxing of the Goods in order to carry out the delivery, this additional charge is the responsibility of the Buyer.
Any dates quoted for the landing of Goods are approximate only and the Seller shall not be held liable for any delay in the shipping of the Goods however caused.
If the Buyer fails to take delivery of the Goods or fails to give the Seller's receiving warehouse adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault)then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) for storage; or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for any shortfall below the price under the Contract.
6. Acceptance of the Goods
The Buyer shall be deemed to have accepted the Goods 12 hours after delivery to the Buyer. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer's cost arranges for the return of such Goods to the Seller before the date when payment of the Price is due.
No goods delivered to the Buyer which are in accordance with the contract will be accepted for return without prior written approval of the Seller (in accordance with the Seller's returns authorisation procedure) and on terms to be determined at the absolute discretion of the Seller.
If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice Price. Such Goods must be returned by the Buyer to the Seller's premises or, in the case of the USA, the Seller's showroom in High Point, NC carriage-paid in their original shipping carton.
Goods returned without the prior approval of the Seller may at the Seller's absolute discretion be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or remedies the Seller may have.
7. Title and Risk
Risk of damage to or loss of the Goods shall pass to the Buyer in the case of Goods to be collected at the Seller's premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or in the case of Goods to be delivered or shipped otherwise than at the Seller's premises at the time when the Goods arrive either at the Buyer's required destination in England or in the holding warehouse in the USA or other country of destination.
Notwithstanding the passing of risk in the Goods or any other provision of these Conditions the property of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and indentified as the Seller's property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8. Remedies of Buyer
Where the Buyer rejects any Goods then the Buyer shall have no further rights whatsoever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale. Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatsoever to the Buyer in respect of those Goods. The Seller shall not be liable to the Buyer for late shipment or delivery or short shipment or delivery of the Goods.
In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
The Buyer shall inspect the Goods on delivery and shall within 1 day of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods (usually via photographs rather than a physical inspection) within a reasonable time following delivery and before any use is made of the Goods. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
If the Goods are not in accordance with the contract for any reason the Buyer's sole remedy shall be limited to the Seller making good any shortage by replacing such Goods, or if the Seller shall elect, by refunding a proportionate part of the Price.
The Seller's liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to Third Parties incurred by the Buyer.
9. Proper Law of Contract
All disputes arising out of this contract shall be to the exclusive jurisdiction of the courts of England and Wales.