1. Agreement1.1 This Agreement is entered into between:(a) You (the “Customer”) and;(b) Charisse Limited (t/a Oxford Fireplace Centre), a company incorporated in England and Wales (registered company number: 3252610), having its registered office at Oxford Fireplace Centre, Dunmore Court, Wootton Road, Abingdon OX13 6BH (“OFC”)1.2 This Agreement governs the terms and conditions on which the products and services are sold and/or supplied to the Customer by OFC (herein defined as the “Products” and “Services” respectively).1.3 OFC shall itemise out the principal details of the Products and/or Services to be provided to the Customer in a quote (“Quote”). All Quotes shall remain valid for ninety (90) days from date of first issue.1.4 The Customer shall provide OFC with as accurate information as possible regarding the required Products or Services and the requisite location so that OFC can make a Quote accordingly, following which, provision of the Products or Services following a Quote and/or inspection shall be at OFC’s sole discretion. 1.5 Any deposit or other payment made to OFC upon receipt of such a Quote shall constitute the Customer’s acceptance of the Quote and the terms of this Agreement, the details of which shall comprise an order (“Order”). OFC reserve the right to refuse any Order.1.6 Following creation of an Order, the details contained in a subsequent invoice (“Invoice”) issued by OFC shall supersede those set out in OFC’s original Quote. For the avoidance of doubt, each Invoice shall also include the terms of this Agreement. 1.7 In the event of a conflict of terms between this Agreement and the Quote or the Invoice, the terms of the Quote or Invoice shall prevail. In the event of a conflict in terms between the Quote and the Invoice, then the terms of the Invoice shall prevail.1.8 OFC reserve the right to alter or amend the terms of this Agreement for any particular Customer or class of Products.1.9 The Customer acknowledges and accept that the terms of this Agreement and the applicable Quote and Invoice shall constitute the entire agreement between the Customer and OFC to the exclusion of anything previously agreed between the Customer and OFC, subject to, any special terms and conditions of sale set out in OFC’s catalogues, price lists or other literature, which shall only be incorporated herein if agreed in writing by OFC. The Customer acknowledges and accepts that the contents of any such literature are for illustrative purposes only.1.10 Any details relating to the provision of the Products or Services discussed by the Customer verbally with OFC whether in person, by telephone or other means shall only be binding once confirmed in writing by OFC.1.11 The Customer hereby warrants to have the full power and right to enter into this Agreement and to allow OFC to perform all duties necessary to fulfil the Order requested.1.12 OFC shall make reasonable endeavours to fulfil the Order and provide the Products or Services to the Customer as quoted and in accordance with good industry practice. OFC does however reserve the right to make reasonable amendments to any Order should the location, physical situation, environment or other necessary or mitigating circumstances relating to the Products or Services become apparent which require such an amendment to be made for satisfactory completion of the Order. In the event of such an amendment to an Order, OFC reserves the right to adjust their Quotes or Invoices accordingly. Such amendments or other suggested variations to the Order shall be made at OFC’s sole discretion. The details of the latest Quote or Invoice shall supersede those of any previously issued to you for the applicable Products or Services. Further, OFC reserves the right to cancel an Order on the grounds stated herein or in the event that OFC reasonably believe that they cannot satisfactorily, legally or otherwise fulfil the Order. 1.13 In the event that either OFC or the Customer choose to terminate the Order, OFC shall be entitled to be paid accordingly for the Services rendered until the time of termination and for any additional work necessary to resolve the direct effects of such termination.2. Prices and Payment2.1 OFC price lists do not constitute an offer.2.2 All prices shall be inclusive of any applicable value-added tax or other statutory duties at the time of purchase.2.3 Payments can be made by cash, cheque, credit/debit card, BACS or other transfer of funds directly to our bank as to be agreed with OFC.2.4 OFC require a deposit payment to be paid at point of order of any Products (normally 80% of the total cost of any Products and Services set out in the applicable Quote or Invoice, unless otherwise agreed by OFC) and, in all circumstances, for such payment to have cleared prior to delivery or fitting of the Products.2.5 The Customer shall have seven (7) days to pay the outstanding balance of any Quote or Invoice following satisfactory completion of such applicable Order, as deemed by OFC.2.6 Non-payment by the due date entitles OFC to cancel the contract or to suspend deliveries without further notice. Notwithstanding this provision, OFC also reserves the right to charge interest on late payments, as set out in the Late Payment of Commercial Debts (Interest) Act 1998.3. Customer premises3.1 The Customer hereby grants OFC permission to enter the requisite premises (“Premises”) for the purposes of inspection, obtaining a Quote, for delivery of Products, performance of Services or other task otherwise required for fulfilment of the Order.3.2 For the avoidance of doubt, the Customer hereby grants OFC permission to make alterations to the Premises and the fixtures and fittings thereof to fulfil the Order.3.3 The Customer acknowledges and accepts that, given the nature of the Products and Services offered by OFC, there may be health and safety implications for the Customer and others at the Premises, during performance of the Services. As such, the Customer acknowledges and accepts that OFC shall only be responsible for their own health and safety whilst at the Premises and not that of the Customer or any third party, unless otherwise legally required. 4. Title and risk of Products4.1 Until full payment has been cleared/received by OFC for all or any Products 5. Miscellaneous5.1 Should any of these general terms of business and conditions of sale be inapplicable, this would not imply that the rest of the present terms do not remain valid.5.2 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed a waiver of any such right nor to operate so as to bar the exercise or enforcement thereof or of any other right on any other occasion.5.3 If any provision of this Agreement shall become or be declared by any court of competent jurisdiction to be invalid or unenforceable in any way such invalidity or unenforceability shall in no way impair or affect any other provisions all of which shall remain in full force and effect.5.4 OFC reserves the right to terminate this Agreement if it has reasonable belief that the Customer has made any misrepresentations to OFC, whether fraudulent or otherwise, which could affect the fulfilment of an Order or result in financial or reputational losses to OFC.5.5 In the event that OFC recommends a third party supplier, fitter or manufacturer to the Customer in relation to the Products, Services or similar, OFC shall not be held responsible whatsoever for the acts, omissions or negligence of such third parties.5.6 This Agreement shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Agreement, which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the Agreement shall be excluded.5.7 By entering into this Agreement, the Customer acknowledges that this does not form any type of partnership or similar business relationship and the Customer shall not hold themselves to be an employee or contractor of OFC or have any rights that may only be exercised by OFC.5.8 Whilst OFC may assign the benefit of this contract to any third party, the Customer shall not assign the benefit of this Agreement to any third party without OFC’s written approval.6. Dispute Resolution6.1 OFC expect both the Customer and members of OFC to deal with any complaints in a prompt and courteous manner and asks the Customer to escalate any complaints to OFC internally in the first instance. OFC reserves the right to resolve any disputes through the means of arbitration or the English court system at OFC’s sole discretion.6.2 OFC reserve the right to cancel an Order should they receive any abusive or other intolerable behaviour.7. Law of the contract8. This Agreement (inclusive of any Quote or Invoice) is governed and will be interpreted in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction to settle any claim or dispute which might arise out of or in connection with these terms and conditions.8.1 subject to an applicable Order, the title and ownership of such Products shall remain that of OFC or their supplier, as appropriate.8.2 Notwithstanding the foregoing, risk in the Products shall pass to the Customer on delivery except where the Customer requires a special method of shipment in which case risk shall pass to the Customer when the Products leave OFC’s premises.8.3 OFC retain ownership of any designs or other intellectual property rights created during the performance of the Services and shall grant the Customer a non-exclusive, royalty-free licence to reproduce such.9. Fitted Products9.1 Once installed the Customer has seven (7) days to notify OFC of any damages or amending work required. After this period OFC reserves the right to charge for any extra work required. 9.2 The Customer acknowledges and accepts that by the nature of the Products and Services that they should be handled and used with due care and consideration and used only for the intended purposes and instructions provided by the manufacturer. Where the Customer requires any information regarding the operation of any Products, OFC shall provide the Customer with such additional professional information or advice, however, OFC shall not be held liable for the Customer’s use or misuse of such information or advice and the Customer ought to consult with the manufacturer where possible.9.3 It is the responsibility of the Customer to ensure that all stone work is appropriately sealed after installation to help prevent damage or stains. Any Products damaged by heat produced by fire is not the responsibility of OFC and any remedial work costs are at the sole discretion of OFC.10. Delivery10.1 Products supplied by OFC are delivered at the risk of OFC unless a Customer stipulates a special method of delivery, in which event Products are delivered at the risk of the customer and an extra charge may be made for delivery.10.2 Any stated delivery date constitutes only a warranty by OFC to use reasonable endeavours to effect delivery by or about the date. No liability will be accepted by OFC for failure to meet delivery dates, howsoever caused. All proposed delivery dates must be agreed in writing by OFC.10.3 Standard delivery charges within Oxfordshire and neighbouring counties are postcode dependant can be requested.
11. Returns procedure11.1 Product may only be returned to OFC after first obtaining OFC’s agreement to do so.11.2 In any event, any liability for loss or damage in the course of delivery or defect of the Products or Services shall in all circumstances whatsoever be limited (at the option of OFC) to either the repair of the Products concerned, the reimbursement to the Customer of the invoice value of such Products or the replacement of the Products (subject to availability from the manufacturer).11.3 In the event of damage, the Customer must advise in writing or via email OFC of any such damage, within seven (7) days of delivery. All such Products will be replaced provided the damage was incurred prior to receipt by either the Customer or the Customer carrier. No claim for damage will be allowed if informed beyond this time limit.11.4 In the event that the Customer receives incorrect Products that do not match the original Quote or Invoice as appropriate, OFC must be notified, in writing or via email, within seven (7) days of OFC’s delivery date. 11.5 Generally, non-defective, undamaged Products will only be accepted back where they have not been supplied to the Order. In exceptional circumstances, OFC may allow the return of certain non-defective Products, however such returns will be on a case-by-case basis and may be subject to a restocking fee up to thirty percent (30%) of the total cost. Such requests should be made to OFC in writing. All non-defective returns will only be accepted for Products that are received at OFC in pristine condition - i.e. resale-able, undamaged, unmarked, unopened and together with any accessories or cables as originally supplied. The Customer is entirely responsible for the transportation and packaging of such Products. OFC may uninstall and replace such Products at OFC’s sole, reasonable discretion and may charge a reasonable cost for doing such, where deemed necessary.12. Warranty12.1 All Products except for stonework are supplied with the benefit of the manufacturer’s warranty agreement and warranty process. For the avoidance of doubt, OFC does provide its own warranties for the Products or Services to be delivered and excludes any implied terms of condition to the full extent permitted by the law.12.2 Subject to the terms of this Agreement and appropriate Quotes and/or Invoices, OFC shall not be liable to the Customer for any direct, indirect, consequential or other losses resulting from delivery of the Products, performance of the Services or fulfilment of the Order.13. Uncontrollable events and delays13.1 In case of delays caused by circumstances beyond the control of OFC or OFC’s suppliers, then OFC shall have the right to either suspend fulfilment of an Order without notice or cancel the contract without liability.13.2 By way of illustration and not of limitation, the following are to be treated as uncontrollable events: act of God, governmental order, strike, lockout, riot, revolution, mobilisation, war, epidemic, official regulations, court order, transportation difficulties, working difficulties, machine breakdowns, fires, blocked chimney, non swept chimney, inclement weather, failure of suppliers, or other causes, whether similar or not.
Phone/Fax: 01235 522333OX13 6BH
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