The Customer’s attention is drawn in particular to the provisions of clause 8

1. Interpretation
1.1 Definitions
The “Business Days” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
The “Company” means Heritage Picture Framing Services of 3 – 5 St Ann’s Street Kings Lynn Norfolk
The “Conditions” means the Terms and Conditions set out in this document as amended from time to time in accordance with clause 16
The “Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions
The “Customer” means the person or firm who purchases Goods from the Company.
The “Goods” means any goods (or any part of them) set out in the Order.
The “Order” means the Customer’s Order for the Goods, whether verbal or in writing and confirmed by the  Company in writing.

1.2 Construction
a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b)  A reference to a party includes its personal representatives, successors or permitted assigns.
c)  A reference to a statute or statutory provision is a reference to such statute or provision as amended or reinacted.

2. Basis of Contract
2.1  These Conditions apply to the Contract to the exclusion of any other terms.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

3. Orders
3.1 A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall be valid for a period of [ 20 ] Business Days from the date of its issue.
3.2  All Orders will be given a collection date. In exceptional circumstances the collection date may be subject to change. In this instance the Customer will be advised as soon as possible.

4. Prices
4.1  All prices are inclusive of Value Added Tax (VAT) unless otherwise stated. Where the price is exclusive of VAT the Customer shall, on receipt of a valid VAT invoice from the Company pay such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
4.2  All prices are in pounds sterling.
4.3  The Company reserves the right by giving notice to the Customer at any time in advance of any works being carried out increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a)  Any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b)  Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or
c)  Any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

5. Payment
5.1  The Company may at any time without notice revoke any agreement for credit terms so that payment for the Goods becomes immediately payable.
5.2  On the acceptance of any Order, the Company requires a minimum deposit from the Customer of 25% of the value of the Order. This must be paid before any works can take place, the deposit relates to the cost of the materials.
5.3.  All Orders and purchases are to be paid in full before the goods leave Heritage Picture Framing Services Property.

6. Title and Risk
6.1  The risk in the Goods passes to the Customer after leaving the Company’s Property.
6.2  Title to the Goods shall not pass to the Customer until the Customer has received payment in full (in cash cleared funds) for:
a) the Goods and
b) any other Goods or services that the Company has supplied to the Customer.

7. Examination
7.1  On receipt of the goods the Customer is deemed to have examined the goods carefully before removing the Goods from the Company’s premises or when the goods are delivered by the Company.

8. Limitation of Liability
8.1  Nothing in these conditions shall limit or exclude the Company’s liability for:
a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b)  Fraud or fraudulent misrepresentation.
c)  Breach of the terms implied by section 12 of the Sale of Goods Act 1979.
d)  Defective products under the Customer protection Act 1987; or
e)  Any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

8.2  Subject to Clause 8.1:
a)  The Company will not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct or consequential loss arising under or in connection with the Contract including any losses that may result from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors; and
b)  The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Company, its employees, agents or subcontractors shall not exceed the price of the Goods.

9. Returns
9.1  No cash will be refunded to the Customer at anytime. Credit notes may be issued where deemed appropriate at the discretion of the Company.
9.2  If the Customer finds any defects with the Goods they should submit a written request for the goods to be inspected by the Company.
9.3 On receipt of the written request referred to in 9,2 above the Company may use its discretion to make an allowance for the goods and issue a credit note, (the granting of a credit note shall not be deemed as an admission of liability).
9.4  On any allowance made by way of a credit note the Goods shall become the property of the Company.
9.5 If no allowance is given returned Goods will become the property of the Company. If the customer wishes to collect any returned goods from the Company premises he may do so within 28 days of the allowed date.

10. Cancellation Of Orders
10.1  Orders placed cannot be cancelled except with the Company’s written consent and on the terms which will indemnify the Company against any damage or loss. Any goods returned by the Customer when the Company has agreed to cancel an order will not be accepted for a credit note and the Company reserves the right to levy a handling charge for goods agreed for return.

11. Late Payment Charges
The Company reserves the right to charge interest at 15% of the Order value per day for Orders where payment is overdue by 20 Business Days from the agreed date for payment when the Order was accepted.

12. Quality
12.1  The Company warrants that on [ delivery/supply of the Goods ] the Goods shall:
a)  Conform in all material respects with their description, and
b)  Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
12.2 Subject to Clause 12.3, if:
a)  The Customer gives notice in writing to the Company during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.2;
b)  The Company is given a reasonable opportunity of examining such Goods and
c)  The Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
12.3 The Company shall not be liable for Good’s failure to comply with the warranty set out in Clause 12.1 in any of the following events:
a)  The Customer makes any further use of such Goods after giving notice in accordance with Clause 12.2;
b)  The defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
c)  The defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
d)  The Customer alters or repairs such Goods without the written consent of the Company;
e)  The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
f)  The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
12.4  Except as provided in this clause 12, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
12.5  Except as set out in these Conditions, all warranties conditions and other terns implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.6  These conditions shall apply to any repaired or replacement Goods supplied by the Company.

13. Notices
a)  Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party as its registered office (if it is a Company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or email.
b)  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00am on the second Business Day after posting; if delivery by commercial courier, on the date and at that time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
c)  The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.

14. Severance
a)  If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
b)  If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.

16. Variation
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional Terms and Conditions, shall only be binding when agreed in writing and signed by the Company.

17. Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

18. Entire Agreement
18.1  These Conditions constitute the entire agreement between the parties and supersedes all previous agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
18.2  The parties shall have no remedies in respect of any representation of warranty (whether innocently made or negligently) that is not set out in these Conditions.