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1. Definitions In these Conditions unless the context requires otherwise:-
1.1. “Buyer” Means the person who buys or agrees to buy the Goods from the Seller.
1.2. “Conditions” Means the Terms and Conditions of Sale set out in this document and any special Terms and Conditions agreed in writing by the Seller.
1.3. “Delivery Date” Means the date specified by the Seller when the Goods are to be delivered.
1.4. “Goods” Means the articles to be described by the Seller and which the Buyer agrees to buy from the Seller.
1.5. “Price” Means the price for the Goods excluding carriage, packing and insurance.
1.6. “Seller” Means Picture Frames Direct Ltd trading as FrameThat.co.uk.
2. Conditions Applicable
2.1. 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 inducing any Terms or Conditions which the Buyer may purport to apply under any Purchase Order, Confirmation of Order or similar document.
2.2. All Orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3. Placing of an Order for delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. Any variation to these Conditions (including any special Terms and Conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Seller.
3. Price and Payment
3.1. The Price shall be the Seller’s quoted price or the price displayed online. The
Price is inclusive of VAT which shall be due at the rate ruing on the date of the Seller’s Invoice.
3.2. Payment of the Price and VAT shall be due on placing of the Order. Time for payment shall be of the essence.
3.3. Interest on overdue Invoices shall accrue from the date when payment becomes due from 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 a before any Judgment.
3.4. 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:
3.4.1. Suspend or cancel deliveries of any articles due to the Buyer; and/or
3.4.2. Appropriate any payment made by the Buyer to such of the Goods
(or Goods supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit.
4. The Goods
4.1. The quantity and description of the Goods shall be as set out in the Seller’s Quotation.
4.2. Any changes required to the Design of the Goods after placing of the Order may be the subject of an additional Charge.
5. Warranties and Liability
5.1. The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977
Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other Warranties, Conditions or Terms relating to fitness for purpose, quality of condition of the Goods, whether express or implied by
Statute of Common Law or otherwise are excluded to the fullest extent permitted by Law
6. Delivery of Goods
6.1. The Goods shall be delivered to the Buyer at the Buyer’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place.
7. Acceptance of the Goods
7.1. The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
7.2. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract
Notwithstanding delivery to the Buyer, the Seller shall be legally and beneficially entitled to the ownership of the Goods until payment of all debts owed by the Buyer to the Seller. Until such payment and subject to the following provisions,
the Buyer holds the goods as Bailee of the Seller and owes to the Seller the nominal fiduciary obligations of a Bailee by way of custody in respect of the Goods. Insofar as the Buyer shall, or shall purport to, offer for sale and sell the Goods, it shall do so only at the best obtainable price in the ordinary course of its business as principal and not as Agent for the Seller.
The Seller shall, by reason of the aid relationship of bailment between the Buyer (as Bailee) and itself (as Bailor) be and remain legally and beneficially entitled to the proceeds of sale and the Buyer shall pay such proceeds of sale into a separate Account or otherwise, shall ensure that all the proceeds of sale are kept by or on behalf of the Buyer in a separate and identifiable form. The proceeds shall not be paid into an overdrawn Bank Account. Upon receipt of the proceeds of sale, the Buyers shall discharge the debt due to the seller and shall not sue or deal with the proceed of sale in any way whatsoever until such debt has been discharged.
9. Remedies of Buyer
9.1. The Specification and Design of the Goods and of any Designs supplied to you which are not utilised (and including the Copyright, Design Right or other Intellectual Property in them) shall as between the Parties be the property
of the Seller. Where any Designs or Specifications have been supplied by the Buyer for manufacturer by the Seller or to the order of the Buyer then the Buyer warrants that the use of those Designs and Specifications for the manufacturer, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
10. Sellers' Clause Excluding Liability fo Delay in Delivery
10.1. The Seller shall not be liable for any loss or damage whatever due to failure by the seller to deliver the Goods or any of them) promptly or at all.
10.2. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within one month of the Delivery Date.
11. General Exclusion of Seller's Liability For Indirect Loss
11.1. The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this Contract.
12. Proper Law of Contract
12.1. The Contract is subject to the Law of England and Wales.