Terms | Aiveen Daly

AIVEEN DALY LTD BUSINESS TO BUSINESS TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS APPLY TO ANY PURCHASE YOU MAKE FROM US, SO PLEASE READ THEM CAREFULLY.

1. Supplier: We are AIVEEN DALY Limited, a company registered in England and Wales under number 5876563. We sell and deliver furniture and accessories for interiors to customers located in the United Kingdom and overseas. We have offices at the premises stated at the end of these terms and conditions and our VAT registration number is GB867620889. Our website is located at www.aiveendaly.com

2. Conditions of supply: These terms and conditions apply to all sales of our products. Any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by us. Subject to the following, the sale of our products shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document) other than terms, conditions and warranties implied by law that may not be excluded.

3. Basis of sale: All products featured on our website, in our catalogues, at our premises, at one of our exhibition stands or otherwise are featured on an "invitation to treat" basis only. This means that we are not obliged to sell you any products on these terms and conditions until we have accepted your order and there is a legally binding contract between you and us.

4. Website and catalogue content: Although we take pride in our website and catalogues please note that the information posted on our website or contained within our catalogues may be inaccurate, incomplete or out of date. In particular, because each product that we offer for sale is handmade, some of our products may have slight differences in colour and/or dimensions from any samples that we may provide to you or any previous orders for similar products. We consider this a feature of our products rather than a defect. Descriptions, samples and illustrations are issued or published solely to provide you with an approximate idea of the products they describe. They do not form part of the contract between you and us or any other contract between you and us for the sale of the products.

5. Prices: The prices payable for the products we offer for sale are clearly displayed in our latest price lists in pounds sterling and are exclusive of any excise duty and VAT payable, unless otherwise stated. We update our prices frequently, so please do contact us to ensure that you are looking at the latest information. Prices do not include the cost of delivery, export packing and customs documents. Details of these charges can be obtained by contacting us as stated in Clause 24.

It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. If the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing, we do not have to provide the product to you at the incorrect (lower) price.

6. Placing an order: You can place an order to purchase products from us by one of the methods of ordering stated in Clause 24 below.

If we receive your order by email or mail order we will send you by email a proforma invoice (which will include your order reference number) as confirmation that we have received your order. This proforma invoice does not constitute our acceptance of your order.

7. Accepting an order: All our contracts are concluded in English. Your order will be based upon our product prices and export packing and customs documents charges in force at the time you submit your order. If the product prices or charges are different from those published on our website or in our catalogues then this will be brought to your attention, and we will give you the opportunity to cancel your order before we accept it. Please note that we may decline to accept an order at our discretion.

We accept your order at the time we receive your deposit in accordance with Clause 8 and it is only at this time that a legally binding contract of sale is made between you and us. Contracts of sale will neither be filed by us nor accessible to you.

8. Payment: In order to begin production of the products, you must pay a deposit of 50% of the total price required as stated on the pro-forma invoice (including VAT and delivery charges if applicable). If your product has a lead time of four weeks or less, you must pay the full amount stated on your invoice in advance. Accordingly, we are not obliged to begin production of any product until you have provided us with the deposit or payment. If we do not receive your deposit or payment within 30 days from the date of the pro-forma invoice, we may close your order. We will be happy to re-open your order after this date but this will be at our then-current prices and subject to our ability to source the item.

You must pay the remainder of the price (including VAT if applicable) within 7 days of us informing you (whether by email, phone or fax) that your order is ready for packing prior to dispatch.

All payments are to be made by cheque or electronic bank transfer to our bank account, the details of which we shall inform you of. You and we shall each bear any costs imposed by our respective banks for this transfer. Payment must be made in sterling and no payment shall be deemed to have been received until the funds have been cleared.

Without prejudice to any other rights we may have, we are not liable to deliver the products to you until we receive full payment.

Any deposit, price and other amounts payable by you to us is non-refundable except where we or you cancel your contract as specified in these terms and conditions.

9. Delivery: We shall aim to deliver your products to you within the minimum order delivery period stated on the pro-forma invoice or as agreed by you and us in writing, such period to start from the date on which you pay the full price of the products you have ordered from us.

In respect of any product order, we will notify you as soon as is reasonably possible if we become aware of any any production delays. Please note that we cannot, and do not, guarantee to deliver products by any particular date as we do not generally keep our products in stock and may need to place specific orders for their manufacture with third parties.

We will deliver products to the delivery address you specify in your order, subject to the payment of delivery and other charges.

You must make all arrangements necessary to take delivery of products when we deliver them to you. If you do not accept delivery of products or we are unable to deliver or are delayed in delivering products because of your actions or omissions then we may charge you and you will be liable to pay us for all costs we incur as a result (including, without limitation, storage costs at a rate of 1% of the price of the products for every week or part of a week).

We may supply products either all on one date or by separate batches on different dates. Either you or we can, by notice, cancel an order if we are unable to supply the products within a reasonable time.

If you choose to instruct your own shippers to collect your order from our warehouse, or other location, and then 1) remove the goods to another EU country where you are registered for VAT or 2) export the goods outside the EU or 3) export the goods outside the EU after we have delivered your order to another EU country, we can zero-rate the VAT only if you confirm full details of the itinerary, in advance, and provide documentation proving the removal or export to our satisfaction within 3 months of the goods leaving our warehouse. The required documentation must be provided at no cost to us and if not received within the 3 month time limit we shall invoice you for the VAT. Unless otherwise agreed in advance you must produce all your own shipping and customs documents in these circumstances.

Any reasonable costs incurred by us in complying with these requirements will be charged to you and must be paid in full prior to delivery.

10. Cancellation before delivery: Please contact us if you wish to cancel your order. We shall consider your request carefully and tell you if we are able to accept your cancellation and, if so, how much of your deposit, if any, we are able to refund to you. This will depend upon the progress we have made with your order and the expenses we have incurred. You will then have the choice of continuing with the order as agreed or confirming your cancellation. Please note that, due to the labour and material costs involved, we are likely to be unable to accept cancellations of orders for bespoke products. If you wish to return an order after it has been delivered to you, please see clause 12.

11. Guarantee: If on delivery, and for a period of two years from the date of delivery, the products we supply to you are not:

fit for any purpose we say the products are fit for;
free from material defects in design, material and workmanship; and
in compliance with all applicable statutory and regulatory requirements.

we shall either collect the products on a date agreed between us or ask you to return the products to us at our cost. Once we have checked that the products are faulty or non- conforming, we will:

(a) provide you with a full or partial refund; or (b) replace the products; or (c) repair the products.

If our tests reveal that the products are not faulty, we may ask you to pay for the reasonable costs of packaging and returning the product to you. These terms and conditions will apply to any repaired or replacement products we supply to you.

This guarantee does not apply to any defect in the products arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, any use of the products in a way that we do not recommend, your failure to follow our instructions (including instructions as to ongoing care and the environment in which products are stored) or any alteration or repair you carry out without our prior written approval.

This guarantee does not apply to products sold as a sample.

Products may only be returned in accordance with this guarantee or Clause 11.

12. Returning products for other reasons: If you wish to return products to us for reasons other than those set out in Clause 11, then provided that you have returned the products to us undamaged, unused and in their original condition, we may, at our sole discretion, accept their return. We will not be able to consider requests to return items sold as a sample. The products shall remain at your risk until we confirm to you that they conform with this Clause 12 and that we accept their return and you shall be responsible for the costs of transporting and insuring the goods until this time. If we accept their return, you shall receive a full refund less an administration fee of 10% of the price of the products and a fair deduction for any damage or missing components.

13. Products that never arrived: In the unlikely event that you do not receive all or any of the products you ordered from us, then please let us know as soon as possible after the scheduled date of collection or delivery (as applicable) of the products. If you do not let us know within 7 days of that date, then you will be deemed to have accepted that you have received the right quantity of products.

14. Title and risk: Products that you order remain our property until we receive payment for them in full from you. Risk in the products passes to you on delivery, which shall take place when you collect the products from us or when our shipping contractor delivers the item to the requested destination. Title reverts to us in the event that you or we cancel your order in accordance with these terms and conditions.

15. Losses: Our liability for losses you suffer as a result of our breaking these terms and conditions is strictly limited to the purchase price of the product that you purchased and any losses which are a foreseeable consequence of our breaking the contract of sale. Losses are foreseeable where they could be contemplated by you and us at the time we entered into the contract of sale. We are not liable for any consequential losses, including any loss of profit, loss of business, business interruption or loss of business opportunity. Notwithstanding anything else in these terms and conditions, nothing in these terms and conditions excludes or limits in any way our liability to you:

(a) for death or personal injury caused by our negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability;
(d) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(e) for any matter for which it would be illegal or unlawful for us to exclude, or attempt to exclude, our liability.

16. Events outside our control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms and conditions that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

Events outside our control (...cont’d)

(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(e) impossibility of the use of public or private telecommunications networks. Our obligations under these terms and conditions are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these terms and conditions can be performed despite the Force Majeure Event.

17. Data protection: We are registered under the Data Protection Act 1998. We may use your personal information to: (i) fulfil orders placed by you; (ii) process your payments; (iii) carry out credit checks; (iv) disclose information about you to any relevant regulator if they require it or to anyone else if we have a legal duty to do so; (v) help you to use our website; (vi) analyse your purchasing preferences; and (vii) contact you by post about our or our group companies' goods, services, special offers and events that we think may be of interest to you. We may disclose your information to our employees, agents, group companies and service providers for these purposes.

In order to protect against fraud and theft we may also share information about the way in which you conduct your account with lenders and credit reference agencies. You have the legal right to ask for a copy of the personal information we hold about you (for which we may charge a small fee) and to correct any inaccuracies in your information.

18. Assignment: You may not transfer any of your rights or obligations under these terms and conditions to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these terms and conditions to another organisation, but this will not affect your rights under these terms and conditions.

19. Intellectual property: Where we carry out design work as part of the production of bespoke products, we retain all copyright, design rights, patents and other intellectual property rights that we create or author. Aside from the right to use the bespoke product, you will not obtain any right, licence or other interest in our intellectual property. We may go on to supply bespoke products ordered by you to any third parties.

20. Illegality: If at any time any provision of these terms and conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of these terms and conditions, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these terms and conditions.

21. Waiver: If we fail, at any time while these terms and conditions are in force, to insist that you perform any of your obligations under these terms and conditions, or if we do not exercise any of our rights or remedies under these terms and conditions, that will not mean that we have waived those rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these terms and conditions shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

22. No third party rights: A person who is not party to these terms and conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

23. Governing law: These terms and conditions and each contract of sale shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.

24. Contacting us: To contact us or place your order for products please visit, phone, fax, or email us as stated below:

AIVEEN DALY LTD 2 Letchford Gardens London NW10 6AS Tel: +44 (0)208 9620044 www.aiveendaly.com

AIVEEN DALY LTD CONSUMER TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS APPLY TO ANY PURCHASE YOU MAKE FROM US, SO PLEASE READ THEM CAREFULLY. THEY DO NOT AFFECT YOUR STATUTORY RIGHTS.

1. Supplier: We are AIVEEN DALY LTD, a company registered in England and Wales under number 5876563. We sell and deliver furniture, and accessories for interiors to customers located in the United Kingdom and overseas. We have offices at the premises stated at the end of these terms and conditions and our VAT registration number is GB 867620889. Our website is located at www.aiveendaly.com

6. Placing an order: You can place an order to purchase products from us by one of the methods of ordering stated in Clause 24 below.

If we receive your order by email or mail order we will send you by email or post a proforma invoice (which will include your order reference number) as confirmation that we have received your order. This proforma invoice does not constitute our acceptance of your order.

7. Accepting an order: All our contracts are concluded in English. Your order will be based upon our product prices and delivery, export packing and customs documents charges in force at the time you submit your order. If the product prices or charges are different from those published on our website or in our catalogues then this will be brought to your attention, and we will give you the opportunity to cancel your order before we accept it. Please note that we may decline to accept an order at our discretion.

8. Payment: In order to begin production of the products, you must pay a deposit of 50% of the total price required as stated on the proforma invoice (including VAT and delivery charges if applicable). If your product has a lead time of four weeks or less, you must pay the full amount stated on your invoice in advance. Accordingly, we are not obliged to begin production of any product until you have provided us with the deposit or payment. If we do not receive your deposit or payment within 30 days from the date of the pro-forma invoice, we may close your order. We will be happy to re-open your order after this date but this will be at our then-current prices and subject to our ability to source the item.

You must pay the remainder of the price (including VAT and delivery charges if applicable) within 7 days of us informing you (whether by email or phone) that your order is ready for packing prior to dispatch.

All payments are to be made by cheque or electronic bank transfer to our bank account, the details of which we shall inform you of from time to time. You and we shall each bear any costs imposed by our respective banks for this transfer. Payment must be made in sterling or euros and no payment shall be deemed to have been received until we the funds have cleared.

We may also accept credit or debit cards at our discretion. Payments by credit or debit cards may be subject to a maximum transaction value or a transaction fee, the details of which will be specified in the proforma invoice.

Without prejudice to any other rights we may have, we are not liable to deliver the products to you until we receive full payment.

Without prejudice to your statutory rights, any deposit, price and other amounts payable by you to us is non-refundable except where we or you cancel your contract as specified in these terms and conditions.

9. Delivery: We shall aim to deliver your products to you within the minimum order delivery period stated on the proforma invoice or as agreed by you and us in writing, such period to start from the date on which you pay the full price of the products you have ordered from us.

In respect of any product order, we will notify you as soon as is reasonably possible if we become aware of any production delays. Please note that we cannot, and do not, guarantee to deliver products by any particular date as we do not generally keep our products in stock and may need to place specific orders for their manufacture with third parties.

We will deliver products to the delivery address you specify in your order, subject to the payment of delivery and other charges.

If you choose to instruct your own shippers to collect your order from our warehouse, or other location, and then export the goods outside the EU, we can zero- rate the VAT only if you confirm full details of the itinerary, in advance, and provide documentation proving export to our satisfaction within 3 months of collection. The required documentation must be provided at no cost to us and if not received within the 3 month time limit we shall invoice you for the VAT. Unless otherwise agreed in advance you must produce all your own shipping and customs documents in these circumstances.

You must inform us when you place your order if you intend to export the products outside of the EU so that we can comply with these requirements. Any reasonable costs incurred by us in complying with these requirements will be charged to you and must be paid in full prior to delivery.

10. Cancellation before delivery: Without prejudice to your statutory rights, if you order your products by email, mail order or phone then you have the legal right to cancel your order up to 7 days (excluding Saturdays, Sundays and bank holidays) after the day following your receipt of the products by informing us (other than by phone) that you wish to cancel your order. If you cancel your order before dispatch of the products then we will give you a full refund. If you cancel your order after its dispatch you must return to us (at your own cost) the products you do not wish to keep and we will give you a full refund providing that (i) where you return the products at our expense or (ii) where you do not return the products, we may charge you for our costs in recovering the products (or deduct such costs from any refund payable to you) and you shall make such products available for collection by us.

Without prejudice to your statutory rights, if you place your order whilst in our showroom or at one our exhibition stalls, you do not have the legal right to cancel your order in this way.

Please contact us if you wish to cancel your order for any other reason. We shall consider your request carefully and tell you if we are able to accept your cancellation and, if so, how much of your deposit, if any, we are able to refund to you. This will depend upon the progress we have made with your order and the expenses we have incurred. You will then have the choice of continuing with the order as agreed or confirming your cancellation. Please note that, due to the labour and material costs involved, we are likely to be unable to accept cancellations of orders for bespoke products. If you wish to return an order after it has been delivered to you, please see clause 12.

11. Guarantee: If on delivery, and for a period of two years from the date of delivery, the products we supply to you are not:

fit for any purpose we say the products are fit for;
free from material defects in design, material and workmanship; and
in compliance with all applicable statutory and regulatory requirements;

we shall either collect the products on a date agreed between us or ask you to return the products to us at our cost. Once we have checked that the products are faulty or non- conforming, we will:

(a) provide you with a full or partial refund; or (b) replace the products; or (c) repair the products.

If our tests reveal that the products are not faulty, we may ask you to pay for the reasonable costs of packaging and returning the product to you.

To avoid unnecessary returns, we may ask you to run through some diagnostic checks before we can accept a return. In appropriate cases, we may also send out replacement components to you rather than asking for the whole product to be returned.

These terms and conditions will apply to any repaired or replacement products we supply to you.

This guarantee also does not apply to products sold as a sample.

This guarantee provides benefits which are in addition to, and not instead of, your legal rights. Advice about your legal rights is available from your local Citizens’ Advice Bureau or trading standards office.

12. Returning products for other reasons: If you wish to return products to us for reasons other than those set out in Clauses 10 and 11 or in accordance with your statutory rights, then provided that you have returned the products to us undamaged, unused and in their original condition, we may, at our sole discretion, accept their return. We will not be able to consider requests to return items sold as a sample. The products shall remain at your risk until we confirm to you that they conform with this Clause 12 and that we accept their return and you shall be responsible for the costs of transporting and insuring the goods until this time. If we accept their return, you shall receive a full refund less an administration fee of 10% of the price of the products and a fair deduction for any damage or missing components.

15. Losses: Our liability for losses you suffer as a result of our breaking these terms and conditions is strictly limited to the purchase price of the product that you purchased and any losses which are a foreseeable consequence of our breaking the contract of sale. Losses are foreseeable where they could be contemplated by you and us at the time we entered into the contract of sale. We make this sale to you as a consumer, and we are not liable to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

Notwithstanding anything else in these terms and conditions, nothing in these terms and conditions excludes or limits in any way our liability to you:

(a) for death or personal injury caused by our negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability;
(d) any breach of the obligations implied by sections 12 to 15 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(e) for any matter for which it would be illegal or unlawful for us to exclude, or attempt to exclude, our liability.

(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(e) impossibility of the use of public or private telecommunications networks. Our obligations under these terms and conditions are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to p erform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these terms and conditions can be performed despite the Force Majeure Event.

22. No third party rights: A person who is not party to these terms and conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

23. Governing law: These terms and conditions and each contract of sale shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.

24. Contacting us: To contact us or place your order for products please visit, phone, or email us as stated below:

Aiveen Daly Ltd 2 Letchford Gardens London NW10 6AS