The following definitions and rules of interpretation shall apply in these standard terms and conditions. In these terms references to:
(a) “us” “we” or “our” are Felicity Interiors Limited; and
(b) “you” or “your” are to you, being a customer of FIL
(c) “the or these terms” means this set of terms and conditions.
(d) Business Day: means a day, other than a Saturday, Sunday, public holiday in England, when banks in London are open for business.
(e) Drawing(s) or drawing(s): means any hand drawn or computer aided design drawings of the Products or any other goods to be supplied by us.
(f) Order: Your Order for the Products, as set out in your written acceptance of our quotation.
(g) In Writing includes emails, alongside written letters or notes.
(h) Order: means your order for the Products, as set out in the Client’s written acceptance of FIL’s quotation.
(i) Product(s): means any product Ordered by you which is to be manufactured and/or supplied by us.
(j) Product Specification: means the specification of a Product as shown in Drawings and as agreed between you and us, subject to variation in accordance with the terms of this Agreement.
(k) Quotation: means a quotation for the Products and Services.
(l) Services: means the services which we have agreed to provide to you, as described in a Quotation.
(m) FIL: means Felicity Interiors Limited, a company registered in England and Wales with company number 09274811.
The contract between the you and us is comprised of (1) these terms and conditions, (2) any correspondence between you and us concerning the provision of the Products and/or Services; and (3) any Quotation; together the “Agreement”.
3.1 Subject to these terms and conditions, we will perform the Services and supply the Products as described in the Quotation. We alone may decide who shall perform the Services.
3.2 Our obligations to you may be conditional upon your obligations to us. Our ability to perform our obligations under these terms may be dependent on you fulfilling your obligations. Therefore, to the extent that you do not fulfil your obligations as set out in these terms, we shall (without prejudice to our rights and remedies) be relieved of our obligations to you to the extent that we are prevented from performing our obligations in accordance with these terms.
4.1 When requested by us, you will provide any information and materials that we may reasonably require so that we can perform the Services.
4.2 Please let us know if any of your details as described on any Quotation change as soon as possible.
4.3 You are responsible for obtaining and maintaining all necessary licenses, permissions and consents which may be required so that we can properly perform the Services.
5.1 The Order, placed by you constitutes an offer to purchase the Products in accordance with these terms and conditions.
5.2 The Quotation, provided to you shall only be valid for a period of 60 days from the date of issue.
6.1 Any samples. Images, drawings, descriptive, matter or advertising produced by our catalogues or brochures are produced for the sole purpose of giving an approximate idea of (a) the products referred to in them; and (b) the appearance of the materials used to manufacture the products. We cannot guarantee that any materials such as, wood, metal, glass, stone or other will have the same finish as in the samples or drawings.
6.2 There may be variations in both color and texture which may occur due to the nature of hand finishing and the materials used.
6.3 We cannot guarantee that the Product images you have supplied will match the final Product, unless such Product is accompanied with complete technical drawings.
6.4 We cannot guarantee that the Product images you have supplied will match the final Product, unless such Product is accompanied with complete technical drawings.
6.5 Bespoke Designs. If you have requested a bespoke design, you will need to accept and confirm in writing you approve of the bespoke design before production can begin.
6.6 Timescale. You will be provided with an estimate of the time it takes to design and install the Product, this is dependent on the complexity of the design and the materials used.
6.7 Our changes the specification. We have the right to modify a Product Specification to ensure the functionality, look and comfort of the final Product.
6.8 Your changes to the specification. Once you have approved the Product Specification, any changes you would like to make shall be subject to a fee of £50 and the making of such changes may affect both the delivery schedule, manufacturing time and overall cost to you. You will be solely responsible for any costs incurred by any changes you have made to the Product Specification.
7.1 Variations of fabrics: You accept fabric batches and leather can very in size, colour and finish. Colour is the most common variation but can minimal. You accept some fabrics are more prone to colour changes than others, with leather often more prone to natural scars and markings.
7.2 Manufacture: We will manufacture the Product(s) in one order from the same batch of fabrics and leather, we cannot guarantee any subsequent orders placed will match the finish as the Product(s) in the initial Order.
7.3 Your supply of Materials: If you wish to supply your own materials to us to manufacture the Product(s), you are responsible for ensuring such materials are suitable for the upholstery of the Product(s) ordered. All such materials supplied by you must be compliant and fire treated in accordance with the required British Fire & Safety Regulations Act, including CRIB5 treatments for commercial use We cannot accept materials that you wish to provide, unless they are also in accordance with the Act. We will not be responsible for ensuring this and this will be your responsibility.
7.4 Flaws or Defects: We will not be liable for any flaws or defects in any materials provided to us by you. If any replacement fabrics or leathers are required and/or the material needs treatment, you will be responsible for the cost in full.
7.5 Liability for material delivery delays: We will not be liable for ant costs arising from delays of fabric/leather order deliveries arranged by us or you. You accept that the Product manufacturing can only commence upon our receipt of all fabrics and/or leathers required.
7.6 Fading and Discolouration: We will not be liable for any fading or discolouration of any materials which the Product(s) are made from due to: (a) direct or indirect sunlight exposure. The Client acknowledges that sunlight affects fabrics differently, however, direct, or indirect sunlight will always affect fabric colour. Darker fabrics are likely to fade and discolour more than light. Also, different fabrics, whether dark or light, are likely to discolour or fade at different rates; or (b) contact or exposure with any chemicals applied directly or sprayed nearby the Products. Please be aware that certain aerosol sprays, mainly odour and nicotine neutralisers, contain chemicals that may react badly with fabric dyes.
7.7 Handcrafted materials: All furniture is manufactured individually using handcrafted materials, as such variations may occur. If you require a sample of the material used, this can be provided after the Product drawing has been approved.
7.8 If you have requested a bespoke design, you will need to accept and confirm in writing you approve of the bespoke design before production can begin.
7.9 We cannot guarantee that the Product images you have supplied will match the final Product, unless such Product is accompanied with complete technical drawings.
8.1 Your approval of drawings. All Product drawings need to be approved by you before the Product can be manufactured. If you appoint any third party to approve the drawings or ask us to approve the drawings on your behalf, such approval shall be deemed an approval of the drawing.
8.2 Several drawings. If you require more than one Product drawing per product or you require a drawing revised by us, we may charge you additional fee.
8.3 If the product is to fit in a specific space. You must inform us if you require a Product to fit a certain space, otherwise we reserve the right to alter the dimensions as a result of the materials used to manufacture the Product.
8.4 Your changes to the specification. Once you have approved the Product Specification, any changes you would like to make shall be subject to a fee of £50 and the making of such changes may affect both the delivery schedule, manufacturing time and overall cost to you. You will be solely responsible for any costs incurred by any changes you have made to the Product Specification.
8.5 Our drawings are a guide only. All Product drawings supplied by us serve as a guide only and are not to be scaled. You accept the dimensions indicated in drawings are subject to variation due to bespoke hand-made productions using natural materials.
9.1 The risk of the Products will pass to you on completion of delivery from us.
9.2 The Title to the Products will not pass to you until we have received full payment (in cash or cleared funds) from you. The title to the Products will pass to you at the time of full payment of all such sums.
9.3 Until the title has passed to you:
(a) You must maintain the Products in satisfactory condition and keep them insured against all risks of their full price from the date of delivery; and (b) You must not resell the Products.
9.4 At any time before title to the Products passes to you, we may require you to deliver up all Products in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, we may enter any premises of yours or any third party’s premises where the Products are stored in order to recover them.
Delivery
10.1 Delivery Date: Any delivery date quoted by us is an estimated delivery date only and the date may be changed by us if: (a) you delay in providing us with any information that we request; (b) there are delays in receiving payments from you; (c) there are delay’s in the your approval of the Product Specification; or (d) there is a variation to the Order.
10.2 Organisation of Delivery: We require at least 5 Business Days to organise a delivery after we have received cleared funds from you for the Products to be delivered.
10.3 Rescheduling a Delivery: In the event that you need to reschedule a delivery date, we may charge (and you are obliged to pay) storage charges at a rate of 2% of the total Order value for each week of storage.
10.4 To enable the Products to be delivered to the room which you wish it to be delivered, subject to being informed of this requirement upon placement of the Order, we can manufacture the Product so that it can be assembled at the delivery location.
10.5 Your requirements:
(a) You must ensure we have unencumbered access to the delivery location on the date agreed so that the delivery can be made promptly; (b) You must be present at the delivery location at the time on the delivery date to oversee the delivery of the Products; and (c) You must inform us, prior to the delivery date if we will need to use an elevator to access the delivery location, whether there are any access restrictions (such as gate codes) or if the ability for the delivery vehicle to park is further than the pavement with drop access.
10.6 Additional Charges: We may charge you for all reasonable costs incurred because of delays by you not fulfilling your obligations as set out in 10.5, any attempted but failed delivery that are not due to the fault of us or the delivery agent and if you cancel the delivery of the Products within 2 days of the scheduled delivery date.
Installation
11.1 Prior to installation, the conditions of the installation site (the Site) must be suitable for the installation of the joinery/Products. This includes, but is not limited to, finished floors, installed heating and windows, painted sealings and walls, removal of dust.
11.2 You, or anyone present on your behalf: (a) must be present at Site on the installation date to oversee the installation; and (b) if requested by us, sign a document called “site checklist” and return it to us at least 2 days before the installation date.
11.3 We will reschedule installation to a date no earlier than 6 weeks’ after the initial installation date, if you have not complied with your obligations as set out under 11.2.
11.4 During installation, our team members will not handle any stone, unless otherwise agreed with you.
Parking costs
11.5 You shall pay any reasonable parking costs to us that we have incurred during our installation or delivery of the Products.
12.1 What you pay us: You will pay us the amount as set out in the Quotation.
12.2 When you pay us: We will agree a percentage of the total amount (the Deposit) that you will be required to pay in line with the Quotation. The remainder of the sum will be paid by you to us on a date that is agreed upon between both parties.
12.3 Currency: all payments to be made to us under this agreement shall be in pounds sterling. Unless otherwise agreed between you and us.
12.4 Delivery of invoices: Invoices shall be sent to you by email, unless you request otherwise in writing.
12.5 VAT: All sums referred to in the Agreement exclude VAT (unless otherwise stated) which shall (if applicable) be payable by you at the rate prevailing from time to time.
12.6 Late Payment: If you fail to pay any invoice by its due date, then without prejudice to our other rights or remedies, we may (and reserve the right to): (a) suspend the provision of the Services or part thereof until the outstanding sums (and any accrued interest) are paid in full; (b) reschedule the delivery of any Product (at which point we may charge a rescheduling fee of £95 plus VAT); and (c) charge you interest on the overdue sum from the due date to the date that the overdue sum is paid, at an annual rate of 2% a year above the Bank of England’s base rate from time to time (or at 4% if at any time the base rate is below 0%), and such interest shall accrue daily based on a year of 365 days.
13.1 You have a legal right to change your mind, for a period of 14 days from the date of your acceptance of the Order (the “Cooling-off Period”).
13.2 If you change your mind, please inform us immediately. Please note, if arrangements had been made to transport Products for installation, we reserve the right to keep a sum to cover the costs up to this period.
13.3 Once we have completed installation, you cannot change your mind, even if this is within the 14-day period. If we have started installation, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
14.1 We warrant on delivery to conform with the Product Specification on description and provide and install Products free from material defects in design, material and workmanship.
14.2 If you discover and inform us in writing, in a reasonable amount of time of discovery some or all of the Products do not comply with the warranty in 4.1 then we will examine such products and installation, and at our discretion repair, replace or refund the defective product or installation.
14.3 We will not repair, replace or refund the defective product where you have further used the Product after giving notice, did not adequately follow oral or written instructions, where you have altered the Product without our written consent, the fault arises from us following your drawings, design or specification or as a result of general wear and tear, willful damage, negligence, abnormal storage or working conditions.
14.4 The above terms also apply to any repaired or replacement Products supplied by us.
15.1 We can refuse a product return. As we deliver a bespoke service, we reserve the right to accept or refuse the return of any Products supplied and any returned Products will be returned at your expense and in an acceptable saleable condition.
15.2 If there is any sign or wear and tear and/or damage to the product, we reserve the right to make reasonable deductions from the refund amount.
You agree to us collecting your personal data. You permit us to photograph our design work and finished project on completion and allow us to use that material for our website and other social media accounts, provided we do not disclose your personal data.
17.1 The copyright and all other intellectual property rights in drawings, samples or other produced by us belong to us and shall not be exploited by you or any other third party.
17.2 You shall, at your own expense, take all such steps as we may reasonably require to assist us in maintaining the validity and enforceability of the IP Rights of our Company during the provision of the Services and/or until the Products have been delivered.
17.3 During the course of and before providing the Services, or supplying the Products, we may supply proof drawings and designs in printed or digital form (the “Design Deliverables”). You may request that we assign the IP Rights in the Design Deliverables, and if we agree to make such an assignment, we may charge you and you shall pay an assignment fee that is determined solely at our discretion.
18.1 Nothing in this Agreement limits any liability which cannot be legally be limited, including: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply and Goods Act 1982.
18.2 Nothing in this clause shall limited your payment obligations under this agreement.
18.3 The types of loss that are wholly excluded for these purposes: loss of revenue, loss of actual or anticipated profits, loss of anticipated savings; loss of business; loss of opportunity; loss of damage to goodwill; loss of reputation; ex gratia payments; loss of damage to or corruption of data; any indirect or consequential loss; or any costs, charges or losses sustained by you arising directly from any failure of yours to fulfil your obligations under this Agreement.
18.4 Our total liability to you for any costs, charges or losses sustained by you shall not exceed the value of the total Order you have placed.
18.5 References to liability or liabilities in this clause include every kind of liability arising o under this agreement, including, but not limited to negligence, misrepresentation, restitution or otherwise.
18.6 This clause shall survive the termination of the Agreement.
19.1 You may terminate this Agreement at any time, before the delivery or Product or completion of the Services with immediate effect but giving us written notice.
19.2 If any work is in progress, you will be required to pay us a fair and reasonable compensation on the Goods or any costs incurred by us in performing the Services at the time of termination. This compensation does not include loss of anticipated profits or any consequential loss.
20.1 We may terminate this contract with immediate effect by giving written notice to you if: (a) A project you have instructed us on has been inactive for over a year;’ (b) You are declared bankrupt; (c) You commit a material breach of any term of this Contract (and if such breach is remediable) fails to remedy the breach within 10 days; and (d) You fail to pay any amount due under the Agreement on
the due date for payment.
On termination of this Agreement: (a) You shall immediately pay us any outstanding unpaid invoices and any accrued interest in respect of the Products and Services supplied for but which no invoice has
been submitted. (b) You shall return any Products and any associated materials in relation to installation of Services which have not been fully paid for. Until such items have been returned, you will be solely responsible for their safekeeping and will not use them for any other purposes not connected to this Agreement.
Notices: Except as expressly stated to the contrary in the Agreement, all notices provided under the Agreement shall be: (i) in writing; (ii) given or shall be served by hand delivery, by letter sent by courier service which records receipt; and (iii) sent or delivered to the intended recipient’s address given in the Quotation or otherwise in this Agreement (or such other address as may from time to time be notified for this purpose). Any notice served by hand shall be deemed to have been served on delivery,
any notice served by courier shall be deemed to have been served two Business Days after posting. In proving service, it shall be sufficient to prove that the notice was properly addressed and delivered or posted (as the case may be).
Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
Variation: Any variation, modification or amendment of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer but may also take effect by the parties’ exchange of emails indicating their agreement to implement such variations, modifications or amendments and the date(s) on which such revisions shall become effective.
Force Majeure: In this Agreement, a “Force Majeure Event” means any circumstance not within a party’s reasonable control. If we are prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event we shall not be in breach of this Agreement or otherwise
liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. We will: as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and use all reasonable endeavours to mitigate the
effect of the Force Majeure Event on the performance of its obligations. If the Force Majeure Event prevails for a continuous period of more than two months, either party may terminate this Agreement by giving 14 days’ written notice to all the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
Waiver: Our failure or delay to enforce or to exercise at any time or for any period of time any term of or any right pursuant to the Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect our right to enforce or to exercise it later on.
Third-Party Rights: No person (including, for the avoidance of doubt, any third party to whom any or all rights and/or obligations under the Agreement are assigned, transferred or novated in accordance with the terms hereof or otherwise by written agreement of the parties) who is not a party to the Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to the Agreement its assent to any such term
Severability: If any term of the Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
Assignment and Delegation: You may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Agreement or any right, benefit, or interest under it nor transfer, novate (or sub-contract any of your obligations under it) without our prior written consent.. Subject to the foregoing, the rights, and obligations of each party in the Agreement shall inure to the benefit of the respective successors of the parties hereto. We may appoint sub-contractors to perform any of the Services or manufacture any of the Products provided that we will remain responsible to you for the full and complete
discharge of all such obligations.
Law and Jurisdiction: The Agreement 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. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
1.1 Terms defined in this agreement shall have the meaning ascribed to them in clause 18.
1.2 The contract between the Client and FIL is comprised of: (a) these terms and conditions; (b) any correspondence between the Client and FIL concerning the provision of the Products and/or Services; and (c) any Quotation, together the “Agreement”.
1.3 Any orders for products or services placed by the Client either verbally, in writing, via a purchase order of electronic communication is deemed official and binding and is subject to these terms and conditions.
2.1 Subject to these terms and conditions, FIL will perform the Services and supply the Products as described in the Quotation by applying such resources and reasonable skill as may be reasonably necessary for its performance of the Services and supply of the Products, and, in the case of any Services to be provided, FIL shall be solely responsible for the selection and allocation of personnel to perform the Services.
2.2 FIL’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Therefore, to the extent that Client does not fulfil its obligations under this Agreement, FIL shall (without prejudice to FIL’s rights and remedies) be relieved of its obligations to Client to the extent that FIL is prevented from performing the Services in accordance with the Agreement.
3.1 The Client shall: (a) promptly provide all information and other materials and carry out all such actions that FIL may reasonably require to enable FIL to perform the Services; (b) promptly advise FIL if any of their details as described on any Quotation change; and (c) obtain and maintain all necessary licences, permissions and consents which may be required to enable FIL to provide the Services.
4.1 The Order constitutes an offer by the Client to purchase the Products in accordance with these terms and conditions.
4.2 A quotation for Products given by FIL shall only be valid for a period of 60 days from its date of issue.
4.3 To the extent that the Products are to be manufactured in accordance with a specification supplied by the Client, the Client shall indemnify FIL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by FIL in connection with any claim made against the FIL for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with FIL’s use of the specification. This clause shall survive termination of the Agreement.
5.1 Any samples, images, drawings, descriptive matter or advertising produced by FIL and any descriptions or illustrations contained in FIL’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of (a) the product’s referred to in them; and (b) the appearance of the materials used to manufacture the products. They shall not form part of the Agreement nor have any contractual force.
5.2 FIL will do its best to match the finish and colour of any samples provided or chosen by the Client, but notwithstanding any statutory rights which the Client may have, the Client acknowledges that there may be variations in both colour and texture which might occur due to the nature of hand finishing and the materials used.
5.3 Other materials such as wood, metal, glass, and stone may be subject to variances in appearance.
5.4 All furniture is manufactured individually using handcrafted materials, as such variations may occur. Samples of the materials to be used may be requested by the Client after they have approved the Product drawing.
5.5 For Products which are to be made pursuant to a bespoke design, such a bespoke design must be accepted and confirmed by the Client in writing before production can begin.
5.6 FIL will provide the Client with an estimate of the time it takes to manufacture and supply the Product, depending on the complexity of the Product design and the materials to be used.
5.7 FIL cannot guarantee that the Product supplied will match any product images supplied by the Client, unless the Product is accompanied with complete technical drawings.
5.8 FIL reserves the right to modify a Product Specification to ensure the functionality, look and comfort of the final Product.
5.9 There may occur slight differences in dimensions due to the materials used to manufacture the Product. The Client must inform FIL before placing an order if the Product is designed to fit a specific space.
5.10 Once the Client has approved the Product Specification, any changes to the Product Specification shall be subject to a fee of £50, and the making of such changes may affect both the delivery schedule, manufacturing time and overall cost to the Client. The Client is solely responsible for any costs incurred by it due to the Client’s requested changes to the Product Specification.
5.11 The Client accepts that fabric batches and leather hides can vary in size, colour and finish. Colour is the most common variation – though the variation is often very slight or close to negligible. Some fabrics are more susceptible to colour changes than others, with leather often prone to natural scars and marking.
5.12 Unless otherwise agreed with the Client, FIL will manufacture the Products ordered in one single order from the same batch of fabrics and leather, but FIL cannot guarantee that any fabrics or leather used to manufacture products ordered in subsequent orders placed by the Client will match the fabrics and leathers used to manufacture products previously ordered by a Client.
5.13 FIL shall not be liable for fading or discolouration of any materials which the Products are made from that arise due to: (a) direct or indirect sunlight exposure. The Client acknowledges that sunlight affects fabrics differently, however, direct, or indirect sunlight will always affect fabric colour. Darker fabrics are likely to fade and discolour more than light. Also, different fabrics, whether dark or light, are likely to discolour or fade at different rates; or (b) contact or exposure with any chemicals applied directly or sprayed nearby the Products. Please be aware that certain aerosol sprays, mainly odour and nicotine neutralisers, contain chemicals that may react badly with fabric dyes.
5.14 If a Client supplies the fabric and/or material to be used to manufacture the Products, it is the client’s responsibility to ensure that such materials supplied are suitable for the upholstery of furniture and the specific products ordered. All fabrics or leathers supplied must be compliant and fire treated in accordance with the required British Fire & Safety Regulations Act, including CRIB5 treatments for commercial use.
5.15 FIL will not be liable for any costs arising out of delays of fabric/leather order deliveries either arranged by FIL or the Client. The Client accepts that Product manufacturing can only commence upon receipt by FIL of all fabrics and/or leathers required.
5.16 FIL will not be liable for any flaws or defects in any fabrics or materials provided by the Client. Any replacement fabrics or leather will be at the cost of the customer, including any treatments required.
5.17 All Product drawings are to be approved by the Client before an Order for the Product can be processed and before the Product can be manufactured. If the Client appoints a third party to approve the drawings, or asks FIL to approve the drawings on its behalf, such approval shall be deemed an approval of the drawing by the Client.
5.18 FIL may charge the Client additional fees if more than one Product drawing is required per Product or if the Client requires that a drawing prepared is revised by FIL.
5.19 Wood stain, paint and finish samples can be supplied by FIL to the Client for approval. FIL may charge the Client for any nonstandard samples supplied to the Client. As natural variations occur in the woods, the agreed finish is a guide only and FIL shall not be held responsible for variations in the final finish or colour.
5.20 The Client shall bear the cost of any stripping and relacquering of the Products.
5.21 All Product drawings supplied by FIL serve as a guide only and are not to be scaled. The Client accepts that the dimensions indicated in drawings are subject to variation due to bespoke hand-made production using natural materials and that FIL shall not be liable for any costs incurred by the Client as a result of the variation in dimensions.
6.1 The risk in the Products shall pass to the Client on completion of the delivery of them.
6.2 Title to the Products shall not pass to the Client until FIL receives payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment of all such sums.
6.3 Until title to the Products has passed to the Client: (a) the Client shall maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and (b) the Client shall not resell the Products.
6.4 At any time before title to the Products passes to the Client, FIL may require the Client to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Products are stored in order to recover them.
7.1 The scope of any design service that FIL may provide shall be as described in the Quotation.
7.2 Any indication made by FIL of the duration of a design project shall be an estimate only.
7.3 The fees payable by the Client for the design service shall be set out in the Quotation.
8.1 If required by the Client, FIL shall provide a project management service and the scope of that service shall be as described in the Quotation.
8.2 The fees payable by the Client for the project management service shall be set out in the Quotation.
9.1 Any delivery date quoted by FIL is an estimated delivery date only and the date may be changed by FIL if (a) the Client delays in providing FIL with any information that FIL requests; (b) there are delays in receiving payments from the Client; (c) there are delay’s in the Client’s approval of the Product Specification or (d) there is a variation to the Order.
9.2 FIL requires at least 5 Business Days to organise delivery after receipt of cleared funds from the Client for the Products to be delivered.
9.3 The time and date of delivery shall not be the essence of the agreement.
9.4 In the event that a Client reschedules a delivery date, FIL may charge (and the Client shall pay) storage charges at a rate of 2% of the total Order value for each week of storage.
9.5 To enable the Products to be delivered to the room which the Client wishes it to be delivered, subject to being informed of this requirement upon placement of the Order, FIL can manufacture the Product so that it can be assembled at the delivery location.
9.6 The Client shall: (a) ensure that FIL has unencumbered access to the delivery location on the delivery date so that delivery can be made promptly on arrival;
(b) be present at the delivery location on the delivery date to oversee the delivery of the Products; and (c) prior to the date of delivery, inform FIL if the access to the delivery location requires travelling in an elevator, there are access restrictions (such as gate codes) or if the ability for the delivery vehicle to park is further than the pavement with drop access.
9.7 FIL may charge the Client for all reasonable costs incurred because of: (a) delays caused by the Client not fulfilling their obligations in clause 9.6; (b) attempted but failed deliveries that are not due to any fault of FIL or its delivery agent; and (c) the Client cancelling delivery of the Products within 2 days’ of the scheduled delivery date.
9.8 Prior to installation, the conditions of the installation site (the Site) must be suitable for the installation of the joinery/Products. This includes, but is not limited to, finished floors, installed heating and windows, painted sealings and walls, removal of dust.
9.9 The Client or the Client’s representative: (a) must be present at Site on the installation date to oversee the installation; and (b) if requested by FIL, complete and sign appropriate documentation including a “site checklist” and return it to FIL at least two days before to the installation date.
9.10 FIL will reschedule installation to a date no earlier than 6 weeks’ after the initial installation date, if the Client has not complied with its obligations under clause 9.9.
9.11 During installation, FIL’s installation team members will not handle any stone, unless otherwise agreed with the Client.
9.12 The Client shall pay to FIL all reasonable parking costs incurred by FIL during the installation, or the delivery of the Products.
10.1 The Client shall pay to FIL, without any right of abatement, withholding or set-off: (a) the price of the Product, as set out in the Quotation; and/or (b) the fees for the Services, as set out in the Quotation; and (c) any other fees or charges payable either (i) in accordance with another term of these terms, or (b) as otherwise agreed between the Client and FIL.
10.2 Payment time:
(a) Upon acceptance of an Order by the Client, FIL shall charge the Client (and the Client shall pay):
i. An agreed percentage of the value of any fees for the Service(s); and /or
ii. An agreed percentage of the price of the Product(s).
(b) The outstanding value of an Order (for Services or
Products) and all fees and charges incurred subsequent to the Client’s acceptance of the Order, shall, unless otherwise agreed be paid by no later than the due date for payment as stated on the invoice for the outstanding value.
10.3 Currency: all payments to be made to FIL under this agreement shall be in pounds sterling.
10.4 Delivery of invoices: Invoices shall be sent to the client by email, unless the Client otherwise requests in writing.
10.5 VAT: All sums referred to in the Agreement exclude VAT (unless otherwise stated) which shall (if applicable) be payable by Client at the rate prevailing from time to time.
10.6 Late Payment: If the Client fails to pay any invoice by its due date, then without prejudice to FIL’s other rights or remedies,
FIL may (and reserves the right to):
(a) suspend the provision of the Services or part thereof until the outstanding sums (and any accrued interest) are paid in full;
(b) reschedule the delivery of any Product (at which point FIL may charge a rescheduling fee of £95 plus VAT);
(c) charge the Client interest on the overdue sum from the due date to the date that the overdue sum is paid, at an annual rate of 2% a year above the Bank of England’s base rate from time to time (or at 4% if at any time the base rate is below 0%), and such interest shall accrue daily based on a year of 365 days; or
(d) terminate the Agreement in accordance with clause 15.
11.1 FIL warrants that on delivery, the Products shall:
(a) conform with the Product Specification or their description; and (b) be free from material defects in design, material and workmanship.
11.2 Subject to clause 11.3, if:
(a) the Client gives notice in writing to FIL within a reasonable time of discovery that some or all of
the Products do not comply with the warranty set out in clause 11.1; and
(b) FIL is given a reasonable opportunity of examining such Products,
FIL shall, at its option, repair or replace the defective Product(s), or refund the price of the defective Product(s) in full.
11.3 FIL shall not be liable for the Products’ failure to comply with the warranty set out in clause 11.1 if:
(a) the Client makes any further use of such Products after giving notice in accordance with clause 11.2;
(b) the defect arises because the Client failed to follow FIL’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the
Products or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of FIL following any drawing, design or specification supplied by the Client;
(d) the Customer alters or repairs such Products without the written consent of FIL;
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
11.4 Except as provided in this clause 11, FIL shall have no liability to the Client in respect of the Products’ failure to comply with the warranty set out in clause 11.1.
11.5 The terms implied by sections 13 to 15 of the Sale of Goods
Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
11.6 These terms shall apply to any repaired or replacement Products supplied by FIL.
11.7 FIL reserves the right to accept or refuse the return to it of any Products supplied.
11.8 Any returned Product(s) must be returned at the Client’s expense and in an acceptable saleable condition.
11.9 FIL reserves the right make reasonable deductions from the refund amount to the Client if there are signs of wear and/or damage to the returned Product(s).
12.1 All IP Rights the Product, the Product drawings or arising out of or in connection with (1) the performance by FIL of the Services, or (2) the supply of the Products shall be owned by FIL and shall not be exploited in any way by the Client.
12.2 The Client shall, at their own expense, take all such steps as FIL reasonably require to assist FIL in maintaining the validity and enforceability of the IP Rights of FIL during the provision of the Services and/or until the Products have been delivered.
12.3 During the course of and before providing the Services, or supplying the Products, FIL may supply proof drawings and designs in printed or digital form (the “Design Deliverables”). The Client may request that FIL assigns the IP Rights in the Design Deliverables, and if FIL agrees to make such an assignment, FIL may charge and the Client shall pay an assignment fee that is determined solely at FIL’s discretion.
13.1 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Nothing in this clause 13 shall limit the Client’s payment obligations under this Agreement.
13.3 Subject clause 13.2 (No limitation of customer’s payment obligations) and clause 13.1 (Liabilities which cannot legally be limited), this clause 13.2 sets out the types of loss that are wholly excluded: loss of revenue; loss of actual or anticipated profits; loss of agreements or contracts; loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of or damage to goodwill; loss of reputation; ex gratia payments; loss of, damage to or corruption of data; any indirect or consequential loss; or any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfil its obligations under this Agreement.
13.4 Subject to clause 13.1 (Liabilities which cannot legally be limited), FIL’s total liability to the Client for all any costs, charges or losses sustained by the Client shall not exceed shall not exceed the value of the Order placed by the Client.
13.5 References to liability or liabilities in this clause 13 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.6 This clause 13 shall survive termination of the Agreement.
14.1 FIL will collect and process information relating to the Client and its customers and employees in accordance with Data Protection Legislation, which includes all applicable data protection and privacy legislation in force from time to time in the UK, including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
14.2 The Client permits FIL to photograph the design work and finished project / product on completion and allow FIL to use that material for its website and other social media accounts, provided FIL does not disclose any personal data in doing so.
15.1 Without affecting any other right or remedy available to it, the Customer may terminate the Agreement at any time before delivery of the Products or completion of the Services with immediate effect by giving FIL written notice, whereupon FIL shall discontinue the provision of the Services and/or manufacture of the Products. The Client shall pay FIL fair and reasonable compensation for any work in progress on the Goods or any costs incurred by FIL in performing the Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
15.2 Without affecting any other right or remedy available to it, FIL may terminate the Agreement with immediate effect by giving written notice to the Client if: (a) a project which FIL is instructed by the Client to provide a Service, is inactive for more than one year; (b) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so; (c) the Client fails to pay any amount due under the Agreement on the due date for payment; (d) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (e) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
15.3 Without affecting any other right or remedy available to it, FIL may suspend the supply of Services under the Agreement or any other contract between the Client and FIL if: (a) the Client fails to pay any amount due under the Agreement on the due date for payment;
(b) FIL reasonably believes that the Client is about to become subject to any of the events listed in clause 15.2(d).
16.1 On termination of the Agreement: (a) the Client shall immediately pay to FIL all of FIL’ outstanding unpaid invoices and any accrued interest, and, in respect of Services or Products supplied but for which no invoice has been submitted, FIL shall submit an invoice, which shall be payable by the Client immediately on receipt; and (b) the Client shall return to FIL any Products which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
17.1 Notices: Except as expressly stated to the contrary in the Agreement, all notices provided under the Agreement shall be: (i) in writing; (ii) given or shall be served by hand delivery, by letter sent by courier service which records receipt; and (iii) sent or delivered to the intended recipient’s address given in the Quotation or otherwise in this Agreement (or such other address as may from time to time be notified for this purpose). Any notice served by hand shall be deemed to have been served on delivery, any notice served by courier shall be deemed to have been served two Business Days after posting. In proving service, it shall be sufficient to prove that the notice was properly addressed and delivered or posted (as the case may be).
17.2 Entire Agreement: The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the Agreement except as expressly stated in the Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform the Agreement) and that party’s only remedies shall be for breach of contract as provided in the Agreement.
17.3 Variation: Any variation, modification or amendment of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer but may also take effect by the parties’ exchange of emails indicating their agreement to implement such variations, modifications or amendments and the date(s) on which such revisions shall become effective.
17.4 Force Majeure:
(a) In this Agreement, a “Force Majeure Event” means any circumstance not within a party’s reasonable control. (b) Provided it has complied with clause 17.4(c), if FIL is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event FIL shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
(c) FIL shall: i. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and ii. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
(d) If the Force Majeure Event prevails for a continuous period of more than two months, either party may terminate this Agreement by giving 14 days’ written notice to all the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
17.5 Waiver: FIL’s failure or delay to enforce or to exercise at any time or for any period of time any term of or any right pursuant to the Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect FIL’s right later to enforce or to exercise it.
17.6 Third-Party Rights: No person (including, for the avoidance of doubt, any third party to whom any or all rights and/or obligations under the Agreement are assigned, transferred or novated in accordance with the terms hereof or otherwise by written agreement of the parties) who is not a party to the Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to the Agreement its assent to any such term
17.7 Severability: If any term of the Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
17.8 Assignment and Delegation: The Client may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Agreement or any right, benefit, or interest under it nor transfer, novate (or subcontract any of Client’s obligations under it) without the prior written consent of FIL. Subject to the foregoing, the rights, and obligations of each party in the Agreement shall inure to the benefit of the respective successors of the parties hereto. FIL may appoint sub-contractors to perform any of the Services or manufacture any of the Products provided that FIL will remain responsible to Client for the full and complete discharge of all such obligations.
17.9 Law and Jurisdiction: The Agreement 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. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or
in connection with the Agreement or its subject matter or formation.
The following definitions and rules of interpretation shall apply in these standard terms and conditions:
18.1 Definitions:
Business Day: a day, other than a Saturday, Sunday, public holiday in England, when banks in London are open for business.
Client: the person or organisation named on the Quotation to whom FIL has agreed to provide the Services and/or supply the Products.
Drawing(s) or drawing(s): means any hand drawn or computer aided design drawings of the Products or any other goods to be supplied by FIL.
IP Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client’s order for the Products, as set out in the Client’s written acceptance of FIL’s quotation.
Product(s): means any product ordered by a Client which is to be manufactured and/or supplied by FIL.
Product Specification: the specification of a Product as shown in Drawings and as agreed between the Client and FIL, subject to variation in accordance with the terms of this Agreement.
Quotation: a quotation for the Products and Services.
Services: the services which FIL has agreed to provide to Client, as described in a Quotation.
FIL: Felicity Interiors Limited, a company registered in England and Wales with company number 09274811.
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