Terms & Conditions
STANDARD TERMS AND CONDITIONS OF SALE STUDIO 137 LIMITED T/A KINGS DESIGN LIMITED
In these terms & conditions:
"Customer" means the person who buys the Goods under the Contract.
"Contract" means the contract for the purchase and sale of the Goods and where applicable, certain services.
“Deposit” means 35% of the price quoted in accordance with clause 2.2 for fitted shop interiors and 50% of the price quoted in accordance with clause 2.2 for
domestic kitchens, bedrooms and joinery.
"Goods" means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply under the Contract.
“Rate” means 3% above the base rate of HSBC Bank plc, or 8%, whichever is the higher.
"Seller" means Studio 137 Limited t/a Kings Design Limited whose registered office address is at Kemp House 152-160 City Road London EC1V 2NX
"Working Day" means any day of the week excluding Saturdays, Sundays and public holidays.
2. BASIS OF CONTRACT
2.1. These terms and conditions shall govern the Contract to the exclusion of any other terms or
conditions put forward by or on behalf of the Customer.
2.2. The placing by the Customer of any order shall constitute an offer by the Customer. No contract shall come into existence unless the following has taken
2.2.1. the Seller (or its agents, employees or sub-contractors) has carried out a planning and design exercise over a period of up to five Working Days and, on
the basis of that, provides the Customer with an itemised quote;
2.2.2. the Customer approves and signs the quote; and 2.2.3. the Deposit is paid in cleared funds.
The acceptance by the Seller of the Customer’s order is subject to the Seller approving the Customer’s creditworthiness.
2.3. Where the Customer signs a contract at home he/she has a 14-day cooling off period within which he/she has a right to cancel the order and receive a full refund. If the Customer has however asked the Seller to go ahead with the work within the 14-day period he/she will be deemed to have waived his/her rights to this cooling-off period.
2.4. Once the Contract is formed the Customer may not change the order without the Seller’s consent and only then if the parties can agree the amendments to the costs involved, to the satisfaction of the Seller.
2.5. Any variation to these terms and conditions must be agreed in writing between the Customer and an authorised representative of the Seller. Any advice or recommendation relating to the Goods given
by any representative of the Seller will not be binding on the Seller unless confirmed by the Seller in writing.
2.6. The Seller reserves the right to add to, alter, amend or withdraw any of these terms and conditions without prior notice.
2.7. Whilst the Seller has attempted to ensure that the information within its catalogues and other publications is correct at the time of publication they do not form part of any contract for the sale of goods. For technical reasons colour illustrations and samples should be viewed as a guide only. All drawings prepared by the Seller are an artistic impression only and are not drawn to an accurate scale. The Seller reserves the right to change the plan or layout of products if in its absolute opinion it is necessary to do so.
2.8. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. ORDERS AND QUOTES
All quotations are subject to withdrawal or amendment at any time prior to the Seller's acceptance of the Customer's order in accordance with clause 2.2.
4.1. All Goods will be sold at the prices shown in the quote set out at clause 2.2. at the date the contract is formed. The price may change if the Customer has agreed that the plan, design or materials used may be varied, after the quote has been given, in accordance with clause 2.4.
4.2. The Customer shall in addition to the total price be liable to pay any Value Added Tax at the current rate which may be payable and imposed on the
5. PAYMENT TERMS
5.1. Sale for the supply only of Goods set out in clause 5.2 below, payment shall be made as follows: 5.1.1. the Deposit shall be paid at the time the quote is signed;
5.1.2. in respect of fitted kitchens and bedrooms:
(a) a further 40% of the payment due shall be paid on delivery of the kitchen or bedroom to the Customer’s premises;
(b) the remaining 10% on completion of the installation and when an invoice has been delivered to the Customer.
5.1.3. in respect of shop interiors:
(a) a further 25% of the payment due shall be paid on commencement of installation at the
(b) a further 25% of the payment due shall be paid half way through total installation
(c) the remaining 10% on completion of the installation and when an invoice has been delivered to the Customer. A retainer of 5% will be accepted for 90 days should there be any outstanding work.
5.2. In circumstances where the Seller is only supplying Goods to the Customer and is not providing installation services payment shall be made by an immediate payment of 50% of the contract price when the Customer’s order is accepted by the Seller and a further 50% is payable on delivery of the Goods to the Customer.
5.3. Time for payment shall be of the essence of the Contract.
5.4. Payment should be made by bank transfer to the Seller’s account details noted on the quote. If payment is made by cheque, delivery and/or installation will not go ahead until the cheque has cleared.
5.5. If the Customer fails to pay on the due date then the Seller (notwithstanding that title to the Goods shall not have passed to the Customer) may sue the Customer to recover the sums due to it; terminate the Contract; suspend any further deliveries to the Customer until all debts are paid in full; charge the Customer interest (both before and after any judgment) on the amount unpaid, at the Rate; and by the Seller giving notice in writing to the Customer, cancel any other contract between the Customer and the Seller. Any right exercised by the Seller under this sub-clause shall be without prejudice to any other available remedy.
5.6. The Seller shall be entitled to charge the Customer for work carried out, the Goods, any other materials specially ordered and any other additional charges incurred by the Seller including storage costs where, at the request of the Customer, work is suspended or as a result of default by the Customer delayed for 30 days or more; and/or the Customer cancels an order, and such right of the Seller is without prejudice to any other rights or remedies it may have against the Customer.
5.7. Any invoice discrepancies including proof of deliveries must be advised in writing by the Customer to the Seller within 7 days from date of receipt of invoice.
5.8. In certain circumstances, we may be able to obtain certain items you require but this may mean additional costs: Overnight Delivery, Courier Service Door to Door etc. We will, of course, inform you of the charges so that you can authorise them, giving you the opportunity to make another choice, or pay the additional costs.
6. SPECIFICATION AND MATERIALS
6.1. The Goods are designed for the sole purposes described in the Seller's trade literature. No
warranty is given that the Goods are fit for any other purpose.
6.2. With regard to wood finish the description denotes the type and does not necessarily refer to solid timbers, it may include veneers, plywood, blockwood, melamine or paper foil. Colours and shades of colour and texture and grain of materials used may vary from those depicted in the catalogues.
6.3. The Seller will use reasonable endeavours to keep sizes as accurate as possible but may need to make minor technical changes to the specification of the Goods which will not have a detrimental effect on their function or price.
6.4. Where we have been contracted to supply third party goods such as appliances, handles, sinks, taps etc. we are bound by the manufacturers’ guarantees and terms of replacement. This may affect our ability to respond to remedial works. In certain cases, mostly with appliances, any warranty issues must be addressed directly to the manufacturer.
7. DELIVERY AND FITTING
7.1. The correct delivery address must be stated on the quote and it is the Customer's responsibility
to check these.
7.2. The Customer shall advise the Seller at the time of signing the quote of any restrictions denying the Seller reasonable access to the stated delivery address.
7.2.1. Any parking charges incurred or permits shall be covered by the customer
7.3. The Customer shall ensure the installation area is clear of any obstructions including the removal of old cupboards that may cause the installation to be delayed. The Seller reserves the right to pass on to the Customer any cost or loss of profits incurred resulting from delivery and installation
restrictions caused by the Customer including the costs of any delay caused by the Customer failing to provide a clear installation area when the Seller attempts to deliver and install the Goods. The Customer agrees that voids and fillers surrounding the installed Goods are part of normal fitting tolerances and will not be used as a basis for the making of a claim or complaint.
7.4. Any dates for delivery are approximate only and the Seller shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
7.5. If the Customer does not take delivery of the Goods then the Seller may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage. The Seller shall not owe the Customer any duty of care under this clause and shall not be liable to the Customer for any loss, damage or deterioration of the Goods during storage.
7.6. If there is short delivery or delivery of incorrect Goods, the Customer shall inform the Seller in writing within 2 Working Days from the date of delivery and shall notify the Seller in writing of non- delivery of Goods. The Seller shall make good the non-delivery or short delivery notified as aforesaid as soon as practicable and shall not be liable for any such non-delivery, short delivery or damage in transit, nor for any loss, financial or otherwise resulting directly or indirectly therefrom.
7.7. The anticipated length of time to be spent on the installation shall be for guidance only and time of installation shall not be of the essence.
8. RISK & RETENTION OF TITLE
8.1. Risk of damage or loss of the Goods shall pass to the Customer on delivery or, if the Customer fails to take delivery of the Goods, the time when the Seller has tried to deliver the Goods or when the Seller advises the Customer that the Goods are available for collection.
8.2. Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in the Seller until the Seller has received payment of the full price in cleared funds of all Goods which form the subject of the Contract and all other goods and/or services supplied by the Seller to the Customer under any other contract whatsoever.
8.3. Until title passes to the Customer, the Customer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected, insured and identified as the Seller's property.
8.4. If the Goods are damaged or destroyed (in whole or in part) before the Customer pays in full for any of the Goods, the Customer shall hold the proceeds of any insurance claim relating to the Goods as trustee for the Seller and shall pay the proceeds to the Seller immediately.
8.5. Until ownership of the Goods passes to the Customer, the Seller may at any time forthwith revoke the Customer’s power to deal with the Goods; and it shall automatically cease if the Customer shall commit or be subject to any act of default as defined in clause 14.
8.6. Upon termination of the Customer’s power to deal with the Goods, the Customer shall place the Goods at the disposal of the Seller and the Seller and its agents, employees and sub-contractors are hereby irrevocably authorised without the need for the consent of any third party but using such force as may be reasonably necessary, to enter upon any premises of the Customer or any third party where the Goods are reasonably thought to be stored for the purpose of removing the Goods.
8.7. If the Seller recovers the Goods, it may resell the Goods. If the proceeds of sale are more than the amount due to the Seller from the Customer, the Seller may use the balance to pay the costs of taking possession and selling the Goods. If on resale the proceeds of sale are less than the amount due to the Seller, the Seller may recover the shortfall from the Customer.
8.8. The Customer shall not assign, factor or charge any of the Goods or any invoice for the Goods which remain the property of the Seller. If the Customer does so then all monies owing by the Customer to the Seller shall become due and payable immediately.
8.9. The Customer shall not be deemed to be the Seller's agent for any purpose other than to the extent necessary to give effect to this clause 8.
9. DEFECTS IN GOODS OR FAULTS IN INSTALLATION
9.1. The Customer shall inspect the Goods and inform the Seller in writing within 5 working days from
the date of delivery any damage to or defects in the Goods.
9.2. If the Customer shall fail to give such notice the Goods shall be deemed to be in accordance with the Contract and the Customer shall be bound to accept delivery and make payment accordingly.
9.3. Subject to Clause 9.1 above defective Goods will be replaced, provided that the goods are proved defective to the entire satisfaction of the Seller (and its opinion shall be conclusive) but no claim for expenditure upon any such goods, loss of orders, loss of profits, other financial loss or for any other consequential loss or damage whatsoever will be accepted by the Seller and any liability in this respect is expressly excluded.
9.4. The Customer shall check the installation and inform the Seller within 5 working days from the date of delivery any defects within the installation.
9.5. The Seller shall have a right to rectify any faults in the installation and will return to rectify any problems as soon as practicable.
9.6. The Customer shall not have the right to reject the Goods or treat the Contract as repudiated, before the Seller has had the opportunity to replace or repair the goods or correct the installation.
10. INTELLECTUAL PROPERTY
All intellectual property and other proprietary rights (including copyright and trademarks) and all technical, business or similar information (including all designs, documents and other materials relating to the Goods) created by the Seller during the course of the Contract shall be, and shall remain, the property of the Seller only. Any photographs or videos taken during or after the installation contract shall remain the right of the seller to be used for advertising and marketing materials.
The Customer shall keep the Contract confidential and shall not disclose details of it to any third party without the Seller's prior consent in writing. The Customer agrees not to copy or disclose to any third party any drawings, price details or other technical papers supplied by the Seller under this Contract which will remain the property of the Seller and must be returned to the Seller on demand.
12. WARRANTY AND LIABILITY
12.1. Subject to the conditions set out below the Seller warrants (a) Goods will correspond with their specification at the time of delivery (b) that it will use its reasonable endeavours to procure that the Customer is given the benefit of any manufacturer’s warranty, and (c) that all services provided to the Customer under the Contract shall be provided with reasonable skill and care.
12.2. The above warranty is given by the Seller subject to the condition that the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, accident, negligence, abnormal working conditions, failure to follow the manufacturers' or the Seller's instructions (whether oral or in writing) on aftercare, misuse or alteration or repair without the Seller's approval.
12.3. Except as expressly provided in these terms and conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.4. Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to the attention of the Seller at the time of making the Contract), indirect or consequential loss or damage (including third party claims, economic loss, revenue or anticipated savings), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees, agents or sub-contractors) which arise out of or in connection with the contract, the supply of the Goods or any services.
12.5 Notwithstanding the provisions of this clause 12 the parties agree that the maximum liability of the Seller to the Customer shall not exceed the Contract price in any event.
13. FORCE MAJEURE
The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:-
13.1. Act of God, adverse weather conditions, explosion, flood, tempest, fire or accident. 13.2. War or threat of war, sabotage, insurrection, civil disturbance or requisition.
13.3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
13.4 Import or export regulations or embargoes.
13.5. Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees,
agents or sub-contractors of the Seller or of a third party).
13.6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
13.7. Power failure or breakdown in any vehicle or machinery or any computer malfunction.
13.8. The imposition of stopping, waiting, parking or similar restrictions which delay or prevent the Seller from reasonably effecting delivery of the Goods.
14. TERMINATION AND SUSPENSION
14.1. Without prejudice to any rights and remedies available to it, the Seller shall be entitled forthwith on written notice to the Customer without liability on the part of the Seller either to terminate the Contract wholly or in part and/or any other contract with the Customer or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to the Seller shall become immediately due and payable):
14.1.1. if any sum owing to the Seller from the Customer on any account whatsoever shall be unpaid after the due date for payment (in which event the Seller shall have a general lien for any such sum on all and any property of the Customer in its possession) or:
14.1.2. if the Customer commits or suffers any Act of Insolvency which means any one or more of the following namely the passing of a resolution or the presentation of a petition for winding-up, bankruptcy or the appointment of an administrator, the appointment of an administrator or receiver and/or manager or administrative receiver over the whole or any part of the Customer’s undertaking and assets, the making of a proposal for a voluntary arrangement within the Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with or the calling by the Customer of
any meeting of its creditors generally, the levying of execution or distress or diligence on any of its assets, the failure to pay its proper debts as and when due; and/or
14.1.3. if the Customer shall commit any breach of the Contract with the Seller. In the event of a suspension of performance the Seller shall be entitled, as a condition of resuming performance, to require pre-payment, or such security as it may require.
14.2. On termination, the Customer shall pay immediately to the Seller all costs, expenses (including legal and other fees incurred), arrears, charges or other payments arising in respect of the Goods under the Contract and the Seller shall invoice the Customer for work already carried out (whether completed or not) and Goods purchased and materials used by the Seller in respect of the Customer’s order and all invoices shall be immediately due and payable.
14.3. Termination shall not affect either party's accrued rights under the Contract.
15.1. These terms and conditions and any variation in accordance with clause 2.3 above set out the entire agreement between the parties concerning the Contract, and supersede any previous understanding or agreement, express or implied. The Customer confirms that it has not relied upon any representation not recorded in these terms and conditions and any such variation inducing it to enter into the Contract.
15.2. A person who is not a party to the Contract or any guarantee offered by the Sellet may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. Neither the Contract nor any guarantee is assignable by the Customer.
15.3. References in these terms and conditions to persons include individuals, firms, partnerships, limited liability partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality).
15.4. In these terms and conditions the words and phrases “include”, “including”, “in particular” and “other” shall not limit the generality of any preceding words and no following words shall be construed as being limited to the same class as the preceding words if a wider construction is possible.
15.5. The Contract and these terms and conditions shall be construed according to and be governed by the Laws of England and the Customer and the Seller submit to the exclusive jurisdiction of the English Courts.