Sweetpea & Willow London Limited

Terms & Conditions of Sale (Trade Customers)

1. Interpretation

1.1. In these Conditions the following words shall have the following meanings:

• "the Buyer"  means the person firm or company who purchases the Goods from the Seller;
• "the Contract"  means any contract between the Buyer and the Seller for the sale and purchase of the Goods incorporating these Conditions;
• "these Conditions"  means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
• "the Goods"  means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
• "the Seller"  means Sweet Pea & Willow London Limited, a company registered in England under No. 5737500;
• "Writing"  includes any communications effected by letter, email, telex, facsimile transmission or any comparable means.

1.2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Sale

2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made, or purported to be made, by the Buyer.

2.2. The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by a director of the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.3. No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of the Seller.

2.4. Sales literature, internet pages, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.

2.5. Any typographical, clerical or other accidental errors or omissions in any sales literature, internet pages, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.6. All descriptions, photographs or illustrations contained in the Seller's catalogues, price lists or brochures or on the Seller's website are given for the sole purpose of giving an approximate idea of the Goods described in them and do not form part of the Contract. In particular, but without limitation, the colour of the Goods that are received by the Buyer may vary slightly from the colour of the Goods shown on the Seller's website or in any catalogue or brochure.

2.7. All sizes of Goods specified in any catalogues, price lists or brochures or on the Seller's website are approximate only. As most of the Goods are hand made, their actual sizes can be up to 2cm larger or smaller than specified. The Buyer is required to take account of this when carrying out any measurements and/or considering whether to purchase particular Goods.

3. Orders and Specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorised representative or (if earlier) the Seller delivers the Goods to the Buyer.

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information in relation to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3. The specification for the Goods shall be those set out in the Seller's sales documentation unless varied expressly in the Buyer's order (if accepted in Writing by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller's price list or other documentation. Orders received for quantities other than these will be adjusted accordingly.

3.4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance.

3.5. It is the Buyer's responsibility to check carefully that the Goods ordered will fit in their desired location. The Buyer is required to check the dimensions of the space within which the Goods will be placed and allow for the fact that the dimensions specified on the Seller's website or in any catalogue or brochure are approximate only and may vary be 2cm either way. The Buyer is also required to measure any doorways, corridors or staircases the Goods will have to pass through on delivery, including space for manoeuvring and turning.

4. Price of the Goods

4.1. The price of the Goods shall be the price listed in the Seller's published price list current at the date of acceptance of the Buyer's order or such other price as may be agreed in Writing by the Seller and the Buyer.

4.2. Where the Seller has quoted a price for the Goods other than in accordance with the Seller's published price list the price quoted shall be valid for 7 days only or such lesser time as the Seller may specify.

4.3. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.4. The Seller will allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller's published price list for the Goods current at the date of acceptance of the Buyer's order.

4.5. The price of the Goods in the Seller's published price list is inclusive of value added tax excise unless otherwise stated.

5. Terms of Payment

5.1. Payment of the price for the Goods by the Buyer shall be due at the date of the order. The time for the payment of the price of the Goods shall be of the essence of the Contract.

5.2. All payments shall be made to the Seller in Pounds Sterling (£) unless the Seller agrees in Writing to accept payment in another currency.

5.3. The Buyer shall pay the price of the Goods without any set-off or other deduction.

5.4. The Seller is not obliged to accept orders from any customer or buyer who has not completed the Seller's trade application form and supplied the Seller with references satisfactory to the Seller.

5.5. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.5.1. cancel the Contract or suspend any further deliveries to the Buyer;

5.5.2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.5.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per annum above the Royal Bank of Scotland plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5.6. All costs, charges and expenses incurred by the Seller in recovering any debt due by the Buyer shall be paid by the Buyer on a full indemnity basis.

6. Delivery

6.1. Delivery of the Goods shall be made by the Seller, or the Seller's agents, delivering the Goods to the delivery address agreed between the Buyer and the Seller in Writing or, if no place of delivery is so agreed, by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.

6.2. Where it has been agreed that the Buyer will collect the Goods, the Buyer must collect the Goods within 21 days of the date that the Seller notifies the Buyer that the Goods are ready for collection or such shorter period as is specified by the Seller.

6.3. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.5. If the Buyer fails to take delivery of the Goods or fails to collect the Goods at the time stated for delivery or collection (as the case may be) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs incurred (including without limitation storage and insurance); or

6.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

6.6. The Buyer is required to check the Goods carefully on delivery/collection and sign and acknowledge receipt in a safe and satisfactory condition.

7. Non-delivery

7.1. The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

7.2.  The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

7.3.   Any liability of the Seller for non-delivery of the Goods shall be limited to, at the Seller's option, replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

8. Risk and Property

8.1. Risk of damage to or loss of the Goods shall pass to the Buyer:

8.1.1. in the case of Goods to be collected from the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

8.1.2. in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds all sums due to it in respect of:-

8.2.1. the Goods; and

8.2.2. all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

8.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall:

8.3.1. hold the Goods as the Seller's fiduciary agent and bailee;

8.3.2. keep the Goods separate from those of the Buyer and third parties;

8.3.3. keep the Goods properly stored, protected and insured and identified as the Seller's property.

8.4. Until such time as the property in the Goods passes to the Buyer, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business solely on the following conditions:-

8.4.1. that it shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds;

8.4.2. that it shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

8.5. Until such time as the property in the Goods passes to the Buyer (and provided that 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 the premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

8.6. The Buyer shall not be entitled to pledge or in any way charge by way of security for its indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9. Quality

9.1. The Seller warrants that (subject to the other provisions of these conditions) on delivery and for a period of [six] months thereafter the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.2. The Seller shall not be liable for a breach of the warranty in Condition 9.1 unless:

9.2.1. the Buyer gives written notice of the defect to the Seller, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and

9.2.2. the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost for the examination to take place there.

9.3.  The Seller shall not be liable for a breach of the warranty in Condition 9.1 if:

9.3.1. the Buyer makes any further use of such Goods after giving such notice; or

9.3.2. the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice; or

9.3.3. the Buyer alters or repairs such Goods without the written consent of the Seller.

9.4. Subject to Condition 9.2 and Condition 9.3, if any of the Goods do not conform with the warranty in Condition 9.1 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Seller.

9.5. If the Seller complies with Condition 9.4 it shall have no further liability for a breach of the warranty in Condition 9.1 in respect of such Goods.

9.6. Where the Seller agrees that the Buyer may return any Goods which are unsuitable (and which are not defective), the Buyer must return the Goods in perfect condition and in their original packaging and the Seller reserves the right to charge the Buyer any costs which it incurs in relation to the cancelled order. Such costs shall not exceed 20% of the value of the Goods plus any delivery and return costs.

10. Limitation of liability

10.1. Subject to the other provisions of these Conditions, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

10.1.1. any breach of these Conditions;

10.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

10.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3. Nothing in these Conditions excludes or limits the liability of the Seller:

10.3.1. for death or personal injury caused by the Seller's negligence; or

10.3.2. under section 2(3), Consumer Protection Act 1987; or

10.3.3. for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

10.3.4. for fraud or fraudulent misrepresentation.

10.4. Subject to Condition 10.2 and Condition 10.3:

10.4.1. the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £250.00; and

10.4.2. the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. Force majeure

11.1. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:

11.1.1. act of God, explosion, flood, tempest, fire or accident;

11.1.2. war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

11.1.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority

11.1.4. import or export regulations or embargoes;

11.1.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

11.1.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;

11.1.7. power failure or breakdown in machinery.

12. Orders from outside the UK

12.1. Goods ordered for delivery outside the UK may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. The Seller has no control over these charges and cannot predict their amount. The Buyer should contact its local customs office for further information before placing its order.

12.2. The Buyer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Seller will not be liable for any breach by the Buyer of any such laws.

12.3. All Goods are subject to VAT at the applicable UK rate from time to time. Where VAT is not chargeable on the sale, the Seller will reimburse the VAT element of the transaction but not any VAT on delivery or other charges.

12.4. If the Buyer orders Goods for delivery outside the UK, the Buyer will be required to take out standard liability insurance.

13 Insolvency of Buyer

13.1 This clause applies if:

13.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

13.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

13.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

13.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;

13.2 If this clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. Seller's right to vary the Conditions

14.1. The Seller has the right to revise and amend these Conditions from time to time in its sole discretion.

15. Intellectual Property and limited use of Website material

15.1. The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all material or content (including but not limited to pictures, designs, logos, photographs, text written and other materials) supplied as part of the Website located at http://www.sweetpeaandwillow.com/, http://www.sweetpeaandwillow.co.uk/ and http://www.sweetpeaandwillow.ie/ or any subsequently URL which may replace them shall remain at all times vested in us or our licensors.

15.2. All rights reserved. The Buyer is permitted to use the Website material only as expressly authorised by the Seller or our licensors. The Buyer acknowledges and agrees that the material and content contained within the Website is made available for the Buyer's personal non-commercial use only and that the Buyer may (if necessary to make a purchase) download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website is strictly prohibited. The Buyer agrees not to (and agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

15.3. The copying, modification, distribution, reproduction, or incorporation into any other work of part or all or the material available on the Website in any form is prohibited save that the Buyer may: copy, print (one copy only) or download extracts of the material on the Website for the sole purpose of using the Website in good faith for domestic purposes or placing an order with the seller; and copy print (one copy only) or download the material on the Website for the purpose of sending to individual third parties for their personal information provided that the Buyer does seek no commercial advantage or benefit from so doing and the Buyer acknowledges the Seller as the source of the material and that the Buyer informs the third party that these conditions apply to them and that they must comply with them.

16. General

16.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

16.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

16.4. A person who is not a party to the Contract shall have no right to enforce any terms of the Contract by virtue of the Contract (Rights of Third Parties) Act 1999.

16.5. The terms and conditions of the Contract shall be subject to and interpreted and construed in accordance with English Law, including English Conflicts of Law and the English Courts shall have the exclusive jurisdiction in any dispute which may arise save that the Company may institute and maintain proceedings in respect of the Contract in any country.