THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO CLAUSES 4 & 7.
1. Definitions
- AL: Alexandra Jane Crawford Lawson, a natural person.
- Alix Lawson: Alix Lawson Home Ltd, incorporated and registered in England and Wales with company number
12432548. - CFA: a cutting for approval (being a sample of a fabric), requested by – and provided, by Alix Lawson, to – the Customer before the parties entered into the Contract.
- Contract: (a) the contract between Alix Lawson and the Customer for the sale and purchase of the Goods in accordance with these conditions; or (b) where the Customer and Alix Lawson are party to a distribution agreement (the Distribution Agreement), the understanding in relation to the sale and purchase of the Goods – pursuant to (and forming part of) the Distribution Agreement – in accordance with these conditions.
- Customer: the person to whom the Invoice is addressed.
- Goods: the goods (or any part of them) set out in the Invoice.
- Invoice: Alix Lawson’s invoice, constituting an offer to sell the Goods.
- Requirements: has the meaning given in clause 4.3(a)(iii).
- Specification: any specification for the Goods: (a) included in the Invoice; and/or (b) that is thereafter agreed in writing by the Customer and Alix Lawson.
- Warranty: the warranty set out in clause 4.4.
- Website: the website to which <alixlawson.com> resolves.
2. Basis of contract/understanding
The Invoice shall be deemed to be accepted:
(a) where:
(i) Alix Lawson has, exceptionally, confirmed in writing to the Customer (prior to the date of the Invoice) that Alix Lawson will deliver its goods without prior payment being required; and
(ii) the Customer indicates in writing its unconditional acceptance of the Invoice; or
(b) in all other circumstances, when the Customer makes payment of it, at which point the Contract shall come into existence.
3. Delivery
3.1 Alix Lawson shall deliver the Goods to the location: (a) set out on the Invoice (or, if no specific delivery location is mentioned on the Invoice, the Customer’s address on the Invoice); or (b) such other location as the parties may agree in writing.
3.2 Any dates quoted for delivery are approximate only and time of delivery is not of the essence.
3.3 Should the Customer (or the Customer’s nominated third party) fail to take delivery of the Goods three times: (a) the Goods shall be returned to Alix Lawson; and (b) the Customer shall bear all costs incurred by Alix Lawson and/or the Customer in connection with such return and with the subsequent re-delivery of the Goods to the Customer (or its nominated third party).
4. Quality
4.1 Subject to following provisions of this clause 4 and to clause 7, the Goods are as described on the Website and in the Specification. In the event of any inconsistency between the description on the Website and in the Specification (if any), the latter shall prevail.
4.2 The Customer acknowledges and agrees that the width of any of the Goods may vary by up to 5% from the width mentioned in the Specification.
4.3 The Customer:
(a) represents and warrants that they shall:
(i) on delivery of the Goods, promptly and thoroughly inspect them;
(ii) not alter the Goods in any way (including by cutting them) without having thoroughly inspected them; and
(iii) within seven days of delivery of the Goods, notify Alix Lawson in writing – along with clear photographs and a detailed explanation – should they consider that any of the Goods do not comply with any of the requirements mentioned at clauses 4.4(b)(i) and 4.4(b)(ii) (the Requirements);
(b) acknowledges and agrees that:
(i) none of the Goods will be flameproofed (or tested for flameproofing) by Alix Lawson;
(ii) as such, if desired by the Customer, it is the Customer’s sole responsibility to: (A) test the Goods (or samples thereof) for flameproofing; and (B) flameproof the Goods.
4.4 Subject to clause 7.4(b)(ii), Alix Lawson warrants that:
(a) the Goods shall meet any and all British Standards and Martindale scores that – as at the date of the Invoice – the Website states that they will meet;
(b) on delivery, and for a period of 12 months from the date of delivery:
(i) where applicable, relevant Goods will be cut from the same lot(s) of fabric as any CFA(s) referred to in the Order;
(ii) the Goods shall: (A) conform in all material respects with their description and the Specification; (B) be free from material defects in design, material and workmanship; (C) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (D) be fit for any purpose held out by Alix Lawson.
5. Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall pass to the Customer on full and final payment of the Invoice. In the event that any payment of the Invoice is cancelled/recalled (or similar), title to the Goods shall immediately revert to Alix Lawson.
6. Price and payment
6.1 The price of the Goods (along with the costs of packaging and transport and (where applicable) any import charges, duties and taxes and/or insurance) – together with applicable VAT (if any) – shall be as set out in the Invoice, provided that – where the Invoice does not include make any reference to the costs of any import charges, duties and taxes or insurance – these are to be borne by the Customer (and the Customer shall be responsible for payment thereof).
6.2 Where clause 2(a) applies, the Customer represents and warrants that it shall make payment of the Invoice within seven days of the date of the Invoice.
6.3 Time for payment shall be of the essence.
7. Limitation of liability
7.1 The limits and exclusions in this clause 7 reflect the insurance cover that Alix Lawson has been able to arrange. The Customer acknowledges and agrees that it is responsible for making its own arrangements for the insurance of any excess liability.
7.2 References to liability in this clause 7 include every kind of liability arising under (or in connection with) the Contract, including liability in contract, tort (including negligence) or otherwise.
7.3 Nothing in these conditions purports to exclude or limit any liability that cannot legally be excluded or limited.
7.4 Subject to clause 7.3:
(a) the Customer acknowledges and agrees that at no time shall AL have any liability whatsoever to the Customer;
(b) Alix Lawson shall not:
(i) be liable for any delay in delivery of the Goods;
(ii) have any liability in respect of any failure of the Goods to meet the Requirements that: (A) would have been apparent on a thorough inspection; and (B) are not notified to Alix Lawson in writing within seven days of delivery of the Goods;
(c) and to clause 7.4(b)(ii), Alix Lawson shall not be liable for any Goods’ failure to meet the Requirements or to comply with the Warranty if:
(i) the Customer makes any further use of (or alteration to) such Goods after: (A) giving notice in accordance with clause 4.3(a)(iii); and/or (B) informing Alix Lawson that they do not comply with the Warranty;
(ii) the Customer alters or repairs such Goods (including subjecting them to any treatment and/or process) without the prior written consent of Alix Lawson; and/or
(iii) such failure arises as a result of: (A) fair wear and tear; (B) wilful damage; (C) negligence; and/or (D) abnormal storage and/or use;
(d) without prejudice to clause 7.4(c)(ii) have no liability in respect of any changes to the Goods (including changes in colour and/or texture and/or damage) caused by the Customer flameproofing them;
(e) except as expressly set out in these conditions:
(i) any of Alix Lawson’s samples, drawings, descriptive matter, advertising, descriptions and illustrations do not form part of the Contract and Alix Lawson gives no representations and makes no warranties in connection with them;
(ii) for the avoidance of doubt, therefore, it is the Customer’s responsibility (and Alix Lawson shall have no liability should the Customer fail) to order a cutting for approval (being a sample of a fabric) in respect of any particular goods for which it requires exact colour(s) and/or texture(s);
(iii) all warranties, representations, conditions and other terms of any kind whatsoever (whether implied by statute, common law or otherwise) are – to the fullest extent permitted by Law – excluded from the Contract;
(iv) without prejudice to the generality of clause 7.4(e)(iii), makes no representation and gives no warranty that the Goods: (A) will be fit for any purpose specified by the Customer; or (B) shall meet any British Standards or Martindale score that – at the date of the Invoice – the Website does not state that they will meet;
(f) and to the foregoing provisions of this clause 7.4, Alix Lawson’s total liability to the Customer shall not (in any circumstances) exceed a sum equal to the total amount specified on the Invoice.
7.5 Clause 7.4(a) is:
(a) for the benefit of Alix Lawson and AL; and
(b) enforceable by AL, in addition to Alix Lawson.
8. General
9. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as (and to the extent that) such delay or failure results from an event, circumstance or cause beyond a party’s reasonable control. If the period of delay or non-performance continues for 28 days, the party not affected may terminate this agreement by giving immediate written notice
to the affected party.
9.1 Each party: (a) acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract; (b) agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
9.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
9.3 Nothing in these conditions is intended to, or shall be deemed to:
(a) establish any partnership or joint venture between the parties;
(b) constitute either party the agent of the other party; or
(c) authorise either party to make or enter into any commitments for or on behalf of the other party.
9.4 The following provisions of these conditions apply only where there is no distribution agreement in place between the Customer and Alix Lawson:
(a) the Contract constitutes the entire agreement between the parties;
(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on/after expiry or termination (howsoever occurring) of the Contract (including clause 7 and this clause 8) shall remain in full force and effect;
(c) subject to clauses 7.4(a) and 7.5, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person;
(d) the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of, or in connection with, it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales;
(e) each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-