GENERAL TERMS & CONDITIONS FOR SUPPLY OF PRODUCTS
All contracts for the sale of products made by or on behalf of Turnils (UK) Ltd are subject to the following terms and conditions:
1. DEFINITIONS
In these general terms and conditions:
a. “Conditions” means these general terms and conditions and includes any special terms and conditions agreed in writing between the Customer and Turnils.
b. “Contract” means the contract for the sale of the Products comprising these conditions and any other terms agreed between the parties as forming part of the Contract.
c. “Customer” means the party who has provided a Purchase Order to Turnils or has otherwise ordered Products and which has been accepted by Turnils.
d. “Delivery Date” means the target date on which Turnils shall endeavour to deliver the Products to the Customer.
e. “Intellectual Property Rights” means any patents, registered trademarks, registered designs (and any applications for any of the foregoing), unregistered trademarks, unregistered design rights, copyright, knowhow, database rights and any other intellectual property rights existing in any part of the world.
f. “Price” means the price to be charged by Turnils for supplying the Products as confirmed by Turnils.
g. “Products” means the goods and/or services provided by Turnils for the manufacture and fitting of window blinds and other related items as may be further set out in the Purchase Order or agreed between the parties in writing.
h. “Purchase Order” means any purchase order provided by the Customer to Turnils representing an offer to purchase the Products from Turnils.
i. “Turnils” means Turnils (UK) Ltd, a company registered in Scotland with company registration number SC047712 and with its registered office at 10 Fountain Crescent, Inchinnan Business Park, Inchinnan, Renfrewshire, PA4 9RE.
2. FORMATION OR ALTERATION OF CONTRACT
2.1. Turnils may accept or reject any Purchase Order received from the Customer.
2.2. No Contract shall be formed between Turnils and the Customer unless and until Turnils has accepted a Purchase Order, whether in writing or verbally.
2.3. Upon acceptance of a Purchase Order by Turnils, the Customer may not cancel the Contract without agreement from Turnils. In the event that the Customer cancels the Contract and Turnils is unable to re-sell the Product elsewhere, the Customer shall be responsible for the full Price of the Product.
2.4. This Contract applies to all sales of the Products by Turnils to the Customer and shall apply in place of and prevail over any terms or conditions contained or referred to in the Purchase Order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are excluded.
2.5. No variation of these Conditions shall be binding upon Turnils unless made in writing and signed by a director of Turnils. Turnils reserves the right to vary the Conditions in writing at any time. The Customer will be entitled to terminate the Contract if such variation constitutes a material variation to the Contract. Turnils will not accept liability for any losses incurred as a result of any such termination.
2.6. This Contract comprises the entire agreement between Turnils and the Customer and no other document or statements, written or verbal, whether made before or after the date of acceptance of the Purchase Order, shall form any part of the Contract or impose any liability on Turnils.
3. PAYMENT
3.1. The Customer shall pay the full Price to Turnils on or before the 20th day of the month immediately following the date of invoice unless an alternative settlement date has been advised by Turnils prior to the Products being supplied. For example, if Turnils’ invoice is dated 16th October, the Customer shall pay the full Price to Turnils by no later than 20th November.
3.2. Notwithstanding Condition 3.1, Turnils may require payment for Products in advance of dispatch.
3.3. The Customer shall not withhold or deduct any amount from the sum due to Turnils by way of set-off, abatement or otherwise.
3.4. If the Customer does not pay by the due date, Turnils shall be entitled without prejudice to any other right or remedy it may have to terminate the Contract, to cancel or suspend any further deliveries to the Customer under any Purchase Order and/or charge the Customer interest on the amount unpaid from the due date until payment is made in full at the rate of 4% above the base lending rate of the Royal Bank of Scotland plc for the time being in force.
4. Price
4.1 Prices quoted in catalogs or advertising materials are guides only.
4.2 The Price shall be set out in the accepted Purchase Order.
4.3 Turnils reserves the right to change its prices with at least 7 days’ notice.
5. DELIVERY
5.1 The Delivery Date quoted by Turnils is an estimate only and shall not be regarded as binding unless such has been expressly agreed in writing.
5.2 Notwithstanding any delay in delivery by Turnils, the Purchaser is bound to accept delivery and make payment in full provided the Products are delivered within 3 months of Delivery Date.
5.3 Time for delivery shall not be of the essence, and Turnils shall not be liable for any failure, delay, or error in delivery.
5.4 The Customer shall specify in the Purchase Order whether the Products are to be collected by the Customer from Turnils’ premises or delivered to the Delivery Address.
5.5 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract.
5.6 If the Customer does not take delivery of the Products or fails to give Turnils adequate delivery instructions, Turnils may store the Products until actual delivery and charge for storage costs.
5.7 It shall be the responsibility of the Customer to inspect and check the Products as soon as reasonably practicable after delivery.
5.8 The risk in the Products shall pass to the Customer upon delivery.
5.9 The Customer shall be responsible for taking out and maintaining appropriate insurance cover for the Products.
5.10 Property in and title to the Products shall pass to the Customer when the whole price has been paid in full.
6. DESCRIPTION & SAMPLE
6.1 Description of Products given by Turnils to the Customer is by way of identification only and does not constitute sale by description.
6.2 Provision of samples of Products to the Customer does not constitute sale by sample.
6.3 Turnils reserves the right, subject to Condition 4.3, to make changes to the range of Products available for sale without prior notice. Turnils does not accept any liability for losses incurred due to changes made.
6.4 Turnils retains full ownership of all sampling materials and sample books supplied to the customer, regardless of whether payment has been made in part or in full. These materials are provided solely for the purpose of facilitating product selection and gaining product sales. Upon termination or expiration of any agreement between Turnils and the customer, all sample books may be requested to be returned to Turnils.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Customer may not remove, alter or conceal any designation, trade mark, or trade name appearing on the Products.
7.2 The Customer acknowledges that any and all Intellectual Property Rights relating to or arising from the Products and any drawings, descriptions, specifications, or other materials provided to the Customer for the purposes of the Contract shall remain at all times the exclusive property of Turnils. At no time shall any such materials be copied, reproduced, or published in whole or in part or used for any other purpose without the prior written consent of Turnils.
8. FORCE MAJEURE
Turnils shall not be liable to the Customer, nor shall the Customer have the right to terminate a Contract, if Turnils is prevented from or delayed in performing any of its obligations under the Contract for any reason outwith its reasonable control, including, without prejudice to the foregoing generality, any act of God, war, strike, lockout or other labour dispute, fire, government act, order, or legislation.
Turnils shall be entitled to terminate the Contract with immediate effect by giving written notice to the Customer if such an event continues for a period of more than three months from the date when it first occurred.
9. LIMITATION OF LIABILITY
9.1 Turnils shall not be liable to the Customer for non-delivery or for any claims that the Products are defective in quality or condition or that they fail to meet any particular description of the Products unless such facts or events are notified to Turnils within the relevant periods specified in Condition 5.7.
9.2 Where any claim based on damage, non-delivery, or defects in quality or specifications is notified to Turnils within the periods specified in Condition 5.7, Turnils shall, if Turnils in its absolute discretion considers such claim to be valid, replace the Products (or the part in question) free of charge, or at Turnils’ discretion, refund to the Customer the price of the Products (or a proportionate part of the Price) or provide the Customer with credit against future orders but Turnils shall have no further liability to the Customer.
9.3 Turnils’ liability to the Purchaser shall, subject to Condition 9.5 below, be limited in all circumstances to the Price of the Products.
9.4 Turnils shall, subject to Condition 9.5 below, not be liable for any loss of profit, business, contracts, or any indirect or consequential loss whatsoever suffered by the Customer.
9.5 Nothing in these Conditions shall be deemed to restrict or limit Turnils’ liability for death or personal injury caused by its negligence.
9.6 Except as expressly provided in these Conditions, no warranty, condition, undertaking, or term, express or implied, statutory or otherwise, as to the condition, quality, performance, durability, or fitness for purpose of the Products is given or assumed by Turnils and all such warranties, conditions, undertakings, and terms are hereby excluded in so far as permitted by law. Turnils shall have no responsibility or liability to the Customer or any third party for failure to follow any instructions provided with the Product or for use of the Product for any purposes not specified in the instructions.
10. TERMINATION
10.1 The Contract may be terminated in writing by either party if the other party is in material breach of the Contract and the breach, if remediable, continues for fourteen days after receiving notice in writing requesting such breach to be remedied. The Customer acknowledges that failure to pay the Price when due shall constitute a material breach for the purposes of this Contract.
10.2 If the Customer becomes insolvent, has a receiver or administrator appointed over the whole or any part of its assets, enters into any compound with its creditors, has an order made or resolution passed for it to be wound up, ceases or threatens to cease to carry on business, Turnils may, without prejudice to any of its other rights under these Conditions, demand the full Price to be paid immediately, stop any Products in transit and/or suspend deliveries forthwith and/or by notice in writing to the Customer terminate the Contract.
11. WAIVER
11.1 No waiver by Turnils of any breach of these Conditions by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.
12. SEVERANCE
12.1 If any provision of these Conditions or any part of such provision is held by any competent authority to be invalid or unenforceable in whole or part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
13. ASSIGNATION
13.1 Turnils shall be entitled to assign or sub-contract any or all of its rights or obligations under the Contract, but the Customer shall not be entitled to assign or sub-contract any or all of its rights or obligations under the Contract.
14. GOVERNING LAW
The contract is governed by the laws of England and you can bring legal proceedings in respect of the product(s) you have ordered or otherwise in relation to the contract in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the product(s) ordered in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the product(s) ordered or otherwise in relation to the contract in either the Northern Irish or the English courts. Likewise, if you live in the Republic of Ireland or any other EU member state, you can bring legal proceedings in respect of the product(s) ordered or otherwise in relation to the contract in either the courts of the member state in which you live or the English courts. Nothing in this clause 14 limits our right to bring proceedings (including third party proceedings) against you in the English courts, the courts of the country in which you live, or in any other court of competent jurisdiction (and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, and to the extent permitted by applicable law).