Terms & Conditions
This page tells you the terms and conditions on which we supply any of our goods. Please read these carefully before ordering any goods from us. You should understand by ordering any of our goods, you agree to be bound by these terms.
In these terms and conditions:
(a) 'the Company' means Designer Silks By Diana or any name Diana gives to her bespoke silk business.
(b) 'the Goods' and 'the Service' means the articles or work undertaken as described on the Order.
(c) 'the Customer' ' means the person, firm or company ordering the goods and/or services.
(d) 'the Order' includes not only any order made on the Company's official order form but any order made by the customer in any other form whatsoever the Company in its absolute discretion chooses to accept.
(e) Company's premises means the premises mentioned in the Company's quotation or other contractual documents.
(f) 'the Contract' means any Contract for the sale or supply of Goods or Services by the Company to the Customer.
- Existence of Contract
(a) The conditions alone constitute the entire agreement between the parties and supersede all prior dealings, negotiations, representations, agreement or understandings whether written or oral, expressed or implied. No variation or addition to these conditions shall be effective unless in writing signed by an authorised representative of the Company.
(b) These conditions shall apply to all Contracts made by or with the Company unless varied in writing signed by an authorised representative of the Company. These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
(c) Any order by the Customer shall constitute acceptance of these terms.
(a) Illustrations and dates in catalogues, brochures, price lists and advertising matter are only an indication of the type of Goods or Services offered and no prices or other particulars contained therein shall be binding on the Company.
(b) The Company reserves the right to make such alteration in construction, design, operating parameters, materials and packaging as the Company considers desirable without prior notice.
(c) The Customer warrants that they have not relied upon the skill or judgement of the Company in the selection of the Goods or Services as to their fitness for any particular purpose.
Any of the Company's specifications, plans, drawings, know how or other confidential information whether of a technical or commercial nature which may be passed or come into the possession of the Customer shall not be used by the Customer other than for the purpose of the Contract and shall not be disclosed to any other person, firm or company whatsoever. Further such specifications, plans, drawings or documents, and any reproduction thereof by the Customer other than for the purpose of contract and shall not be disclosed to any other person, firm or company whatsoever. Further such specifications, plans, drawings or documents, descriptions and other information submitted by the Company together with the copyright therein shall be returned to the Company on demand. All specifications, plans, drawings, documents, descriptions and other information submitted by the Company shall remain the Company's property together with the copyright therein.
- Designs and Industrial Copyright
Where the goods are made of material to the Customers own specifications, pattern or design the Customer warrants or undertakes full responsibility for the suitability and likeness of the specification, pattern or design thereof and warrants that any drawings, designs, technical data furnished or given by the Customer shall not be such as to cause the Company to infringe any letters patent, registered designs, trademarks or other rights belonging to third parties.
- Risk and Title
(a) Risk of damage to or loss of the goods shall pass to the Customer:
• In the case of Goods to be delivered at the Company's premises at the time when the Company notifies the Customer that the Goods are available for collection or
• In the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
(b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
(c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until the time the Customer shall be entitled to re-sell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(d) Until such time as the property in the Goods passes to the Customers (and provided the Goods are still in existence and have not been re-sold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and re-possess the Goods.
(e) The Customer shall not be entitled to pledge or in any way of security for any indebtedness any of the Goods which remain the property of the Company but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
(f) In addition to any right of lien to which the Company may by law be entitled the Company shall (in the event of the Customer's insolvency) be entitled to a general lien on all goods of the Customer in the Company's possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Customer by the Company under the same or any other Contract.
(a) Any prices quoted are valid for 30 days from the date of the quotation, thereafter the Company may alter the prices without prior notice to the Customer and any Order received by the Company after such date shall be governed by the price ruling at the date of receipt of the Order.
(b) All prices may be subject to Value Added Tax at the rate applying at the appropriate tax point.
(c) The Company further reserves the right to alter the price quoted to take account of the increases in costs including labour, overheads, transportation, raw materials and/or the fluctuation of exchange rates between the quotation date and the date of the delivery of the Goods.
(d) Unless expressly stated to the contrary, any price quoted does not include carriage costs, value added tax or any other tax to which the transaction may be subject.
(e) The Contract price does not include the cost of packaging of goods or materials.
(a) Payment is on a prepayment basis whereby funds must be received before the Goods are dispatched.
(b) Our terms of payment are 30 days from the date on the invoice and in default the Company shall be entitled without notice to the Customer (even if a Customer has a contract with a third party) to:
• Terminate any outstanding Order or quotation.
• Withhold and/or suspend supplies.
• Reduce the Customer's credit limit.
(c) The Company shall also be entitled, at its discretion, to receive payment of any and all monies in respect of Goods supplied whether these monies would ordinarily be due for payment at that time or not.
(d) In addition, the Company shall be entitled to claim interest on late payments pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer will indemnify the Company in respect of all costs incurred by the Company in recovering payment, including the costs of instructing solicitors.
(e) No payment shall be deemed to have been received until the Company has received cleared funds. Time of payment is the essence.
(f) In the event that the Customer tenders payment by cheque and the cheque is subsequently returned by the Customers bankers unpaid, the Customer will also indemnify the Company in respect of all resulting bank charges incurred by the Company.
(g) The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
(h) The Company reserves the right to set off, deduct or discount any amounts due from the Company under any other arrangement with the Customer against any monies due to the Company under this Contract.
(a) Delivery Dates are estimates only given by the Company in good faith and are subject to change. Whilst the Company will make every effort to meet the dates, no liability will attach to the Company for any delays or loss from failure to maintain them. Time of delivery is not the essence of the Contract.
(b) In particular and without prejudice to the generality of the sub-contract (a) of this condition the Company shall not be liable for any delay in or failure of delivery caused by the unavailability of any raw materials or equipment or the Customers instructions or lack of them.
(c) Without prejudice to any other term of these conditions where the Contract precedes that Goods or materials shall be delivered by an independent carrier, delivery of the goods or materials in question by the Company to the Customer shall be deemed to be affected at the time of collection by or delivery to the carrier. In the event of goods or materials being collected by or on behalf of the Customer its servant or agents such collection will constitute delivery to the customer.
- Delivery In Instalments
(a) The Customer shall if required by the Company accept delivery by instalments but shall not be entitled to demand delivery by instalments.
(b) In the event of the Contract providing that goods shall be delivered or work shall be completed by instalments each instalment shall be considered to be a separate contract and construed as such in accordance with these conditions. In particular failure by the Customer to make payments by due date for any one instalment for whatsoever reason entitles the Company to suspend deliveries or work upon this or any other Contract between the Company and the Customer but without prejudice to any other rights the Company may have under the provisions of such Contract.
(c) In the case of partial completion of an Order the Company shall be entitled to payment pro rata in respect of all goods supplied without prejudice to the Company's rights should non completion be occasioned by the Customer's act or default.
- Loss or Damage in Transit
No liability in respect of Goods lost or damaged in transit will attach to the Company unless:
(a) In case of Goods delivered by independent contractors a claim is made in writing within 3 days of delivery or within such other period as will enable the Company to make an effective claim upon the carriers.
(b) Where the goods are delivered by the Company a claim is made upon the Company in writing within 3 days of delivery.
(c) In the case of the whole consignment failing to arrive, the Company is notified within 10 days of dispatch.
(d) The Company's liability in respect of goods lost or damaged in transit is limited to repair, or at its discretion, replacement of any such Goods or materials. If the Customer is requested by the Company to do so they shall ensure that the Goods in question are returned to the Company's premises within 21 days of the date of the written notice.
The Company reserves the right to correct any clerical or typographical errors made by its employees, agents or servants at any time.
- Returns/Refunds Policy
(a) Any problem concerning Goods or delivery must be reported in writing within 3 workings days of receipt of the Goods.
(b) Goods must not be returned without prior agreement from the Company.
(c) The Company cannot be held responsible for any delivery signed for as undamaged which is subsequently reported to have been damaged in transit.
(d) We will accept the return of non faulty Goods returned within 7 days of the Customer receiving them, where the Goods are returned in their original packaging and are in a resaleable condition.
• Non faulty Goods will be inspected upon return in order to ensure that the above provisions have been met.
• Whether the Goods are considered resaleable is at the discretion of the Company.
• The cost of returning non faulty goods must be borne by the Customer.
• A restocking charge of 10% of the value of the returned Goods or £15.00, whichever is the greater, will apply.
(e) Any Goods returned after 7 days will not be entitled to any refund whatsoever.
- Events Outside Our Control
(a) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
(b) Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
• Strikes, lock-outs or other industrial action.
• Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
• Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
• Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
• Impossibility of the use of public or private telecommunications networks.
• The acts, decrees, legislation, regulations or restrictions of any government.
(c) Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.