TRADE PRODUCTS LTD / TP KBB LTD TERMS AND CONDITIONS
1. WHAT THESE TERMS DO
1.1 These Terms form a binding legal agreement between you and TP KBB Ltd, with registered company address at 55 Belfast Road, Dollingstown, Craigavon Co. Armagh, BT66 7 JP, Northern Ireland UK, company registration number NI613252, and relate to how you may use and/or purchase from the website at www.kitchenworktopsni.co.uk. By using our Site and/or placing an order with us, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using our Site or purchasing from us.
1.2 We may update or change these Terms from time to time and recommend that you review the Terms on a regular basis. You understand and agree that your continued use of the Site and/or purchase from us after the Terms have changed constitutes your acceptance of the Terms as revised. If we make a change to the Terms that materially impacts your use of and/or purchase from our Site, we may post notice of the change to the Terms on our Site and/or email you notice of any such change.
2. ACCEPTABLE USE OF OUR SITE
2.1 Access to our Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Site without notice. We will not be liable if for any reason our Site is unavailable at any time or for any period.
2.2 You agree not to access (or attempt to access) any part of the Site by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of the Site through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of the Site without prior written consent from us and any third party determined by us as appropriate; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted via the Site; (d) bypass any measures we may use to prevent or restrict access to the whole or parts of the Site; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in the Site.
2.3 You agree that you will not engage in any activity that interferes with or disrupts the Site, or the servers and networks which are connected to the Site.
2.4 Our Site may contain links to third party websites. These links are provided for your convenience only and you are solely responsible for evaluating the contact and accuracy of materials on such third party websites. If you choose to access linked third party websites, you do so at your own risk.
2.5 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
2.6 You must not establish a link from any website that is not owned by you.
2.7 Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the terms and conditions on acceptable use.
2.8 If you wish to make any use of material on our Site other than that set out above, please address your request through our Contact Us form on our Site.
3. USER CONTENT
3.1 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any media files, metadata, graphics, images, photographs, videos, text, documents and other like materials that you create, upload, download, transmit, store, post, email or display on any part of our Site (any and all such content shall be defined as User Content) and for the consequences of your actions (including any loss or damage which we may suffer) by doing so. We do not control the User Content used on our Site, nor do we guarantee the accuracy, integrity or quality of such User Content.
3.2 You may not use our Site in any way that breaches any applicable local, national or international law or regulation; is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; and/or to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
3.3 You acknowledge and agree that we are not responsible or liable in any way for any User Content provided by you or other users and have no duty to moderate such User Content. However, we reserve the right at all times to determine whether User Content is appropriate and in compliance with these Terms, and may move, modify and/or remove User Content at any time, without prior notice and in our sole discretion, if such User content is found to be in non-compliance with these Terms or notified to us as objectionable by a third party.
3.4 You shall indemnify us and hold us harmless, without limitation and upon demand, against any claims, proceedings, actions, costs, damages, expenses, liability, losses and demands (including reasonable legal expenses) that may be incurred by us and whether directly or indirectly arising from: (a) any User Content you submit, post, transmit, or otherwise make available through our Site; (b) any breach by you of these Terms; and/or (d) infringement by you or your User Content of third party intellectual property rights.
4. GOODS ORDERS
4.1 You may purchase some of our goods directly from the Site. All such purchases shall be paid for online, or by bank transfe, at the same time as placing the order.
4.2 Where indicated, other goods will require submission of a written order (Order) with us. Upon receipt of any Order, we will provide written confirmation of our acceptance of the Order along with a final price for the goods in question.
5.1 We shall use its reasonable commercial endeavours to keep to any stated despatch, delivery, fitting, or completion date, but shall not be liable for any delay in achieving or meeting any such date, however caused, whether such delay shall be caused by circumstances over which we have control, or otherwise. In addition, time for delivery shall not be of the essence and shall not be made so by your service of any notice.
5.2 The goods may be delivered by us in advance of the quoted delivery date, on reasonable prior notice to you. Unless expressly agreed otherwise by you and us, we may deliver the goods in one or more instalments.
5.3 Delivery shall be at point of delivery or collection agreed between you and us (and which may be collection of the goods ex-works (EXW according to Incoterms 2000)).
6. Returns, Refunds and Cancellation
6.1 (Applicable for website sales only and not applicable for bespoke/made-to-measure orders). In accordance with the Distance Selling Regulations you have the right to cancel your order, up to 7 days after you have received the goods. In this case, we will provide you with a full refund including refund of delivery charges which you might have incurred on having goods delivered to you. Note that these regulations do not apply to business to business transactions.
6.2 To cancel your order you must inform us either in writing or by sending an email reply to the e-mail you received as an order confirmation or proforma invoice.
6.3 If your goods have been dispatched from our main warehouse but not delivered, we will refund in full, less any direct expenses - for example transport costs involved.
6.4 (Applicable for website sales only and not applicable for bespoke/made-to-measure orders). If you have taken delivery for your goods and then decide you wish to return the goods you must return the goods to us at your own expense following our returns procedure. Returns will only be accepted within 30 days of receipt. If you decide to return the goods outside of the 7 day period mentioned above, we will then refund the order in full less any direct expenses we may have incurred in fulfilling the original agreement. Direct expenses incurred include any delivery costs whether charged or not (e.g. If we have provided FREE Delivery to you, we will still have paid our courier), repacking, restocking and the transaction fee incurred by us in processing your payment.
6.5 All goods must be re-packed as they were received. Refunds will be made to the payment card / account that was initially used to make the purchase, within 7 days of cancellation. Returns and cancellations cannot be accepted on special order products.
Damaged / Faulty Goods:
6.7 Any damaged goods MUST be signed as damaged on the delivery note. We will then make further arrangements with you to replace the damaged goods and we will cover the cost of returning items to us.
7.1 All prices are quoted inclusive of VAT, customs duties, costs of any licences or consents, and other taxes and duties. The goods are sold subject to the prices and conditions ruling at date of issue of invoice.
7.2 Unless the goods are to be fitted by us, prices quoted are ex-works (EXW according to Incoterms 2000) and exclusive of packaging and transportation, save where specifically agreed in writing by us.
8. PAYMENT TERMS
8.1 Except when goods are purchased directly from the Site, the price of goods shall be payable by you before shipment of the goods from our warehouse, together with VAT and other applicable taxes or duties at the appropriate rate.
8.2 A 100% non-refundable deposit is required up front prior to manufacture of any bespoke/made-to-measure goods. We will issue a Proforma invoice in these instance.
8.3 Without prejudice to our other rights and remedies, in the event that any payment is not made by the shipping date, then, we may, upon not less than five (5) business days prior written notice, charge interest at the rate of four percent (4%) above the, then prevailing, Bank of England base rate, compounded monthly, from the due date for payment, until payment in full has been made.
8.4 Without prejudice to our other rights and remedies, we may withhold the sale and supply of goods, whether in whole or in part, in the event that you are overdue with payment of any invoiced sum, or you are in material breach of any of the Terms, upon not less than two (2) days prior written notice, until such time as the payment is made or the breach remedied, as appropriate.
9. RISK, PROPERTY AND RESERVATION OF TITLE
9.1 Risk in and to the goods shall pass on delivery to you. If you or your agent wrongfully fails to take delivery of the goods, then, delivery shall take place at the time when we have tendered delivery of the goods.
9.2 Subject to Clause 10.1, title and property in and to the goods shall remain with us until all relevant sums owing to us in respect thereof have been paid in full. Until title and property in and to the goods has passed, you shall be in possession of the goods in a fiduciary capacity and shall: (a) not part with possession; (b) take proper care and take all reasonable steps to prevent any damage to, or deterioration of, the goods; (c) keep the goods free from any charge, lien, or other encumbrance, and store the goods in such a way as to show clearly that they belong to us; (d) notify us immediately upon the happening of any event of force majeure, as set out in Clause 16; and (e) give us such information relating to the goods as the we may from time to time require.
9.3 You, while in possession of goods pending full payment: (a) shall keep the goods fully insured and any monies received by the you on foot of any insurance policy in respect of damage to, deterioration in, loss of, or destruction of, the goods, shall be held in trust for us; and (b) may, in the ordinary course of its business, sell or dispose of the goods to any other person, provided that, such goods will not be sold or disposed of in different or altered packaging and, provided further that, the proceeds of such sale or disposal shall be held by the you on trust for us.
10. INTELLECTUAL PROPERTY
10.1 Notwithstanding the provisions of Clause 9.2, legal and beneficial title to all intellectual property rights subsisting in the goods and our Site, including, without limitation, any copyright, patents, designs, trade and service marks, belong to, vest in and shall remain vested in us or, where appropriate, a third party supplier.
10.2 You and us shall each keep confidential and shall not, without the prior consent in writing of the other, disclose to any third party any technical or commercial information which it acquires from the other as a result of discussions, negotiations and other communications between us relating to the goods, save insofar as the confidential information may be: (a) necessary for compliance with legal requirement and/or direction from a competent authority; (b) reasonably required by our respective insurers; (c) already in the public domain; and/or (d) already known to the relevant party or lawfully disclosed to the relevant party by any third party.
10.3 Unless you have agreed otherwise in writing with us, nothing in the Terms gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to our goods or contained within our Site.
11.1 No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to us.
11.2 Many of our goods are manufactured from manmade materials and will naturally differ slightly from any samples shown by us whether through our Site or otherwise. While every effort is made into accurately reproducing colours, grains or finishes of goods shown in samples, the goods cannot be construed as faulty should there be natural variances in the. The goods are also manufactured in material batches and whilst the procedures and processes remain constant there will always be a small variation between batches produced at different times.
11.3 Designs can vary depending on the size of the goods. The design will be fundamentally the same as specified by you on placing the Order, but different levels of detail are used depending on the size of the goods. The designers may add extra detail or reduce detail where necessary to ensure the goods look their best in each different size. This variation is standard in furniture design and does not constitute defective or faulty goods.
11.4 Custom-made goods made to the your own sizes and specifications are not returnable and the full price shall be paid on issue of the Proforma Invoice.
13.1 We may at any time, terminate our legal agreement with you and the supply to you of goods if:
13.1.1 you have materially breached any provision of the Terms; or
13.1.2 we are required to do so by law; or
13.1.3 you have become insolvent or bankrupt.
13.2 Upon termination, any indebtedness of you to us becomes immediately due and payable and we shall be under no further obligation to supply goods. Upon the occurrence of any of the events in clause 13.1 we may stop goods in transit, suspend further deliveries and exercise our rights under clause 9.
14. LIMITATION OF LIABILITY
14.1 We are not liable to you:
14.1.1 for incorrect quantities unless you notify us within 5 calendar days of receipt of the goods;
14.1.2 for damages or loss of the goods during carriage;
14.1.3 for any wastage or shortage of goods that may occur during fitting which is due either to an overestimation or underestimation of your goods requirements or measurements as set out in the Order or as a result of any negligence by you or your fitters during fitting;
14.1.4 for any colour and/or design variation as set out in clause 11.3 above; and
14.1.5 for defects in the goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act , neglect or default by you.
14.2 Our aggregate liability to you, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the purchase price of the goods as determined by the net price invoiced to you excluding VAT in respect of any occurrence or series of occurrences.
14.3 Subject to this clause 14:
14.3.1 all terms and conditions, warranties and representations expressed or implied by statute common law or otherwise in relation to the goods are excluded to the fullest extent permitted by law; and
14.3.2 we are not liable for any indirect or consequential loss or expenses suffered by you, howsoever caused, and including, without limitation, loss of anticipated profits, goodwill reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
14.4 You expressly understand and agree that we and our licensors shall not be liable to you for:
14.4.1 any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of the Site and/or its use or non-availability;
14.4.2 loss of profit, business revenue, goodwill and anticipated savings;
14.4.3 any trading or other losses which you may incur as a result of use of or reliance upon any content, including User Content; or
14.4.4 loss of service or downtime of the Site.
15. FORCE MAJEURE
15.1 Neither party shall be liable to the other in any way for any loss or damage arising directly or indirectly through or in consequence of performance being prevented or delayed by happenings or occurrences due to or by reason of any matters or things beyond the control of the respective parties.
16.1 Failure or neglect by us to enforce any of the provisions of these Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these Terms, nor prejudice our rights to take subsequent action.
16.2 If any part of any provision of these Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
16.3 These Terms represent the entire agreement of you and us in relation to the subject matter of these Terms and supersedes any previous agreement between you and us. Neither of you and us has relied upon any statement or representation made by the other in agreeing to enter this agreement.
17. LAW AND JURISDICTION
17.1 These Terms shall be construed in accordance with Northern Irish law and you and us hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these Terms.
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