Terms And Conditions
SKOPOS DESIGN LIMITED WEBSITE TERMS AND CONDITIONS OF USE
Use of the Skopos Design Limited website is provided subject to the following Terms and Conditions
Information published on the Skopos Design Limited website is provided as a service to users, to be used for informational purposes only.
While we have tried to provide accurate and timely information, there may be technical or factual inaccuracies and typographical errors, for which we apologise and we accept no liability for any inaccuracies or omissions on our website to the extent permitted by law. We reserve the right to make changes and corrections at any time, without notice.
The Skopos Design Limited web site is an internet service published by Skopos Design Limited using the site the user automatically accepts our Website Terms and Conditions of Use. We may change and republish the Website Terms and Conditions of Use from time to time. It is up to the user to regularly review these Terms and Conditions and note any changes. Continued use of the site after a change has been made indicates the user's acceptance of those changes.
Any material found within the Skopos Design Limited web site, including text or images may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted without the express permission of Skopos Design Limited whereupon, if approved, the appropriate licence may be granted.
We may publish links to external independent websites, however, Skopos Design Limited cannot be held responsible for the content of those web sites. By linking to other websites does not indicate that Skopos Design Limited agrees with any claims, statements or opinions published by those sites. Skopos Design Limited shall not be responsible for an external site loading within the frameset of the Skopos Design Limited website - if users encounter this they should contact the Skopos Design Limited webmaster immediately with as much information as possible, including the pages they were viewing immediately prior to the event.
In no event will Skopos Design Limited be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortuous action, arising out of or in connection with the use of the site. Skopos Design Limited does not warrant that the functions contained in the material contained in this site will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the materials.
The names, images and logos identifying Skopos Design Limited, or third parties and their products and services are proprietary marks of Skopos Design Limited and/or third parties. Nothing contained herein shall be construed as conferring by implication or otherwise any licence or right under any trademark or patent of Skopos Design Limited or any other third party.
Copyright 2010 Skopos Design Limited
SKOPOS DESIGN LIMITED TERMS AND CONDITIONS OF SALE
1) (a) In these conditions:
"The Company" shall mean Skopos Design Limited
"The Customer" shall mean the other party to the Contract
"The Products" shall include all goods and services supplied by the Company
(b) The headings in these Conditions are inserted for convenience only and shall not affect the meaning or interpretation of these Conditions.
2) (a) No contractual obligation shall arise until the Customer has sent to the Company an order for the Products specified in the quotation and the Company has despatched to the customers address a written notification of the Company's acceptance of the order. Until such notification is despatched the Company may without incurring any liability revise or withdraw the quotation
(b) Any order for the Products specified in the quotation shall be deemed to constitute an acknowledgement by the Customer that any contract constituted by acceptance thereof ("The Contract") has not been induced by any representation save such (if any) as may be expressly specified in the quotation or the order
(c) The Products are supplied by the Company only on these Conditions, and any Contract made by the acceptance by the Company of any order shall be subject to these Conditions which shall exclude and supercede all terms and conditions inconsistent therewith or additional thereto which are not expressly confirmed as applicable by the quotation or the acceptance (referring to this Condition) and which:-
(i) might otherwise be implied by law but are capable of lawful execution; or
(ii) the customer may have sought to impose at any time in relation to the order.
3) (a) The goods are supplied in accordance with the specifications (if any) and with the Company's catalogue. If the Company adopts any changes in the manufacture or design of the goods or the specification thereof the buyer shall accept the goods so changed.
(b) The Customer hereby acknowledges that it has been drawn to his attention that the colours of the flame retardant fabrics will be slightly different to the colours of the non-flame retardant fabrics in the Company's pattern book. The Customer therefore agrees to take any such flame retardant fabrics at his own risk as to any such colour variations
(c) The Customer also acknowledges that in the manufacture of the Products it is inevitable that there will be variations in pattern repeats, fabric widths and colour and shade variations between batches of fabric. It is hereby agreed therefore that the Customer shall not be entitled to make any claims for compensation or damages against the Company as a result of variations in pattern repeats and fabric widths which do not exceed 3% greater or smaller of the dimensions quoted in the Company's pattern books and or price lists.
4) All specifications, designs, drawings and technical descriptions submitted with or in connection with the quotation or the Contract are, unless otherwise indicated in writing by the Company, the Company's copyright.
5) (a) In the case of fabric only orders in excess of £500.00 the price quoted shall include the cost of delivery on site in the mainland of the United Kingdom or FOB at the customer's nominated port in the United Kingdom provided:-
(i) all of the goods ordered are to be delivered in a single consignment to a single site or port in the United Kingdom; and
(ii) delivery at the said site or port is not required by the customer sooner than five working days from the date on which the order is accepted by the Company
(b) In the case of SUPPLY ONLY made-up orders, packing and carriage shall be charged at cost and itemised on the estimate sent to the customer.
(c) Should the delivery be refused, the cost of a second delivery will be charged to the customer.
(d) The seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
(e) Additional costs incurred by the Company on account of any alterations made at the Customer's request to quantities, dates or rates of delivery or to the specification of the Products shall be borne, insofar as reasonably incurred, by the Customer.
(f) The price quoted is the price for immediate delivery of the goods. If delivery is delayed at the request or due to the default of the Customer the price for the goods may be varied by additions upwards by the Company in accordance with market conditions at the date of actual supply and the buyer shall pay such additions in addition to the quoted price. Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost of labour and/or materials operation and/or transport.
(g) If, after the date of the quotation, there occurs an increase in any costs that the Company is required to pay to any third party in connection with the supply of the Products whether due alterations in exchange rates, new or increased taxes or duties or in the costs of or relating to the manufacture or delivery of the Products then the Company shall be entitled to increase the price of any Products specified in the quotation to reflect any such increase and the Customer shall pay any such increase in price.
(h) All prices quoted are exclusive of VAT which will be charged at the current rate at the time of delivery.
6) (a) The company shall be entitled to invoice the Customer for the products on or after the date of delivery of the Products to the Customer whether of not the Products delivered comprise the whole of the Products ordered or only part thereof.
(b) All invoices are to be paid by the 20th day of the month following the date of the invoice.
7) (a) Where a period is named for delivery and such period is not extended by mutual consent in writing the Customer shall take delivery within that period.
(b) All times specified to the customer for delivery of the Products are made honestly and on reasonable grounds but are estimates only and to the extent permitted by law the company shall not be liable for delay of for any damage of inconvenience sustained by the Customer as result of such dates not being met.
(c) Delivery may at any time be withheld pending payment of any sum due from the Customer to the Company under any Contract.
(d) Where the price includes delivery to site in the mainland of the United Kingdom, the Company will at its option either repair or replace free of charge or credit any Products lost or damaged in transit to such site of port (as the case may be) provided that the Customer notifies both the Company and if the Products are delivered by carrier, the carrier in writing of such loss or damage and where the Products are delivered by carrier within such time as will enable the Company to comply with the carrier's conditions affecting such loss or damage and in other cases within seven days of delivery or in the case of non delivery 21 days of the date of the invoice of the relevant goods. Where the Products are delivered by carrier, unless Products are checked on receipt, the carrier's documentation should be endorsed "unexamined".
(e) If the Customer does not accept delivery of a consignment of Products when tendered then:-
(i) the company shall be entitled to invoice the Customer in accordance with Clause 6 above for the Products refused.
(ii) the cost of storing or redelivering of the Products shall be borne by the Customer.
(f) If the Customer does not accept delivery of a consignment of the Products then without prejudice to any right on the Company's part to damages or payment in respect thereof the Company shall be entitled within seven days of such failure to cancel any further consignments under the Contract.
(g) The unloading of all Products delivered by the Company shall be promptly performed by the Customer at the Customer's own risk and expense. The Customer shall inspect the goods immediately on the arrival thereof and shall within 7 days of such inspection give notice in writing to the seller of any matter or thing by reason whereof the Customer alleges that the goods are not in accordance with the Contract and in particular the goods must be inspected and notice of any allege defect given to the Company before the goods are cut or used. If the Customer shall fail to give notice as required hereunder the said goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly.
(h) Unless otherwise stated in writing, the Company shall be entitled to make partial deliveries, and to determine the route and manner of delivery of the Products and shall for the purpose of Section 32(2) of the Sales of Goods Act 1979 be deemed to have the Customer's authority to make such contract with any carrier as to the Company shall seem reasonable.
(i) The Company shall be under no obligation to give the Customer the notice referred to in Section 32(3) of the Sale of Goods Act 1979.
Passing Of Property And Risk
8) (a) The Products shall notwithstanding delivery remain the sole property of the company until all amounts owing to the Company by the Customer on any account whatsoever have been paid to the Company in full.
(b) So long as the Products remain the Company's property:-
(i) the Customer may, acting as agent for and on behalf of the Company, resell the Products to third parties in the normal course of business; in which event, and up to the amount of such indebtedness; the proceeds of such resale shall belong to the Company and the Customer shall be under a fiduciary duty to account to the Company therefor and shall if so required by the Company and pending such accounting pay all such proceeds of sale into a separate trust account.
(ii) The Customer shall if the Company so requires keep the Products marked and/or separately stored at the Customer's expense so as to be clearly identifiable as the Company's property.
(iii) The Company may at any time recover and resell the Products (if in the Customer's possession) if payment therefor is overdue and for this purpose the Company's employees or agents enter upon the Customer's or other premises upon which the Products are situated. The Company may exercise the like rights or recovery resale and entry so long as any payment owed by the Customer on any account is overdue.
(c) The Customer shall not be deemed to be the Company's agent for any other purpose than as may be necessary to effect to paragraph (b)(i) of this condition, and the Customer shall indemnify the Company against any liability that the Company may incur to third parties (whether in contract, tort or otherwise and including all the Company's expenses attributable thereto) in connection with the Products, other than lability which would have arisen if the preceding paragraph of this condition had not formed part of the Contract.
9) If within 12 months after delivery there shall be found in the Products and defect arising out of faulty design, materials or workmanship of the Company or the Manufacturer, the Company will at its sole discretion either repair or replace free of charge any Product which is found to the satisfaction of the Company to be defective provided that:-
(a) Notice of the defect has been given to the Company in writing within the above period and the Product has promptly thereafter been returned properly packed, carriage paid, to the Company at the Customer's risk and expense; and
(b) If the Products have been manufactured to the Customer's design the defects are not a result of design errors of the Customer or if the materials for the manufacture of the Products have been supplied by the Customer the defects are not a result of defects in such materials;
(c) The Products have not been modified or previously repaired in any way by the Customer or by any other person other then the Company; and
(d) The Products have not been used for any purpose other than that for which they were designed or otherwise misused; and
(e) All defective Products replaced by the Company shall become the Company's property.
10) (a) The Company will be responsible for the bodily injury or death of any person only if such bodily injury or death is caused by the negligence of the Company or of any person for whose acts the Company is responsible.
(b) The Company will be responsible for damage to property only if such damage is caused directly by the negligence of the Company or of any person for whose acts the Company is responsible save that the liability of the Company under this subclause shall be limited to the direct costs or replacement or repair of the damaged property and in the case of damage to the Customer's property to the sum of One million pounds sterling per incident or series of incidents arising out of the one event.
(c) Except in respect of personal injury or damage to property conferring on a person other than the Customer a good cause of action against the Company the liability of the Company shall be limited to the price of any such Product or Products as stated in the quotation.
(d) The Company shall in no circumstances be liable to the Customer or to any other party whether in negligence tort contract or otherwise for any financial or consequential loss however arising (including without prejudice to the generality of the foregoing any loss of use of the Products in whole or in part, any loss of profits or business or any loss of Contract) and the Customer shall indemnify and save the Company harmless against any such loss.
(e) Save as is expressly set out in the preceding subclauses of this clause the Company shall, to the extent permitted by law, be under no liability whatsoever (including, without prejudice to the generality of the foregoing, any liability in negligence tort Contract or otherwise) for any defect in or failure of the Products or for any non-compliance with description or samples unfitness for any purpose or lack of merchantability of any of the Products or for the manner in which any work is carried out in connection with the Products and all conditions, warranties or other terms whether express or implied by statute or otherwise which are inconsistent with the provisions of the subclause are to the extent permitted by law hereby excluded.
(f) The terms of this clause are necessary to enable the Products to be sold at the prices stated in the quotation. The Company is prepared to consider contracting on terms different to those set out in this clause but in such an event the prices quoted for the Products would be higher than those stated in the quotation.
11) The Company will make every effort to carry out the Contract, but if such performance is not reasonably possible by reason of any Act of God, war (whether declared or not), sabotage, riot, explosion, Government Control, restrictions or prohibitions or any other Government act or omission whether local or national, fire, accident, earthquake, storm. flood, epidemic, drought or other natural catastrophe, industrial dispute, inability to obtain equipment, suitable raw materials, components, fuel, power or transportation, or shortage of labour, or by any cause whatsoever beyond the reasonable control of the Company, the Company reserves the right to cancel all or any part of the Contract upon such cancellation the Customer shall forthwith return to the Company in good order and condition any Products delivered to the Customer by the Company pursuant to such Contract or part thereof and the Company shall repay to the Customer any money paid by the Customer pursuant to such Contract or part thereof and thereupon the Customer and the Company will be under no further obligation in connection with Contract or in connection with such part thereof as has been cancelled.
12) Without prejudice to its other rights and remedies and any cause of action already accrued the Company may terminate the Contract forthwith in writing if the Customer commits a breach of the Contract and such breach is not remedied within 30 days after written notice from the Company specifying the nature of the breach or if the Customer commences to be wound-up (not being a members voluntary winding up for the purpose of amalgamation or reconstruction) or if the Customer carries on its business under a Receiver for the benefit of its creditors or if the Customer being an individual commits an act of bankruptcy.
13) These terms and conditions and the Contract shall be governed and construed and shall take effect in accordance with the laws of England and the parties hereto hereby submit to the exclusive jurisdiction of the English Courts.