Terms & Conditions

Outdoordesign Limited
Terms of Trading

1Business customers and consumers
1.1Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.
1.2All other terms apply to all customers.
1.3You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
1.4If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms. Contact your local trading standards office for more information. Words in italic type are legal words which clarify, rather than alter, the meaning of the relevant clause.
2.1The price quoted excludes VAT (unless otherwise stated). Rates of tax and duties on the goods will be those applying at the time of delivery.
2.2Our quotations lapse after 30 days (unless otherwise stated).
2.3The price quoted excludes delivery (unless otherwise stated).
2.4Business customers: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5Business customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3.1Although we make all reasonable efforts to effect delivery in accordance with prearranged dates, such dates are estimates only and time shall not be of the essence.
3.2If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1you may not cancel if we receive your notice after the goods have been dispatched; and
3.2.2if you cancel the contract, you can have no further claim against us under that contract.
3.3If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
3.4If for any reason you fail to accept delivery of any goods when they are ready for delivery, or we are unable to deliver the goods because you have not provided adequate instructions, or if you do not collect the goods by the date we give for collection, we may:
3.4.1treat the goods as having been delivered on that day (for the purposes of risk, inspection and payment); and
3.4.2charge you for the storage or redelivery of those goods.
3.5We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.6We may decline to deliver if:
3.6.1we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.6.2the premises (or the access to them) are unsuitable for our vehicle.
3.7If you are collecting goods from us you are responsible for the size, weight and positioning of any load on your vehicle and must ensure that your vehicle is sufficiently equipped to enable safe loading.
4.1The goods are at your risk from the time of delivery.
4.2Delivery takes place either:
4.2.1when the goods are loaded at our premises (if you are collecting them or arranging carriage); or
4.2.2when the goods are unloaded at your premises or address specified by you (if we are arranging carriage).
4.3You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within five days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods. If you fail to notify us in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.
5Payment terms
5.1You are to pay us in cash or in cleared funds on delivery, unless you have an approved credit account.
5.2Business customers: If you have an approved credit account, payment is due as agreed in writing.
5.3If you fail to pay us in full on the due date we may:
5.3.1suspend or cancel future deliveries;
5.3.2cancel any discount offered to you;
5.3.3charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
a.calculated (on a daily basis) from the date of our invoice until payment;
b.compounded on the first day of each month; and
c.before and after any judgment (unless a court orders otherwise);
5.3.4claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
5.3.5recover (under clause 5.7) the cost of taking legal action to make you pay.
5.4If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
5.5Business Customers: you do not have the right to set off any money you may claim from us against anything you may owe us.
5.6Consumers: you may only set off money you claim from us against money you owe us with our written agreement and on such terms as we may state.
5.7While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
5.8You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
5.9Consumers: clause 6.8 means that you are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action we will ask the court to make you pay our legal costs.
6.1Consumers: your statutory rights are unaffected.
6.2Business customers: until you pay all debts you may owe us:
6.2.1all goods supplied by us remain our property;
6.2.2you must store them so that they are clearly identifiable as our property;
6.2.3you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.2.4you may use those goods and sell them in the ordinary course of your business, but not if:
a.we revoke that right (by informing you in writing); or
b.you become insolvent.
6.3Business customers: you must inform us (in writing) immediately if you become insolvent.
6.4Business customers: if your right to use and sell the goods ends you must allow us to remove the goods.
6.5Business customers: we have your permission to enter any premises where the goods may be stored:
6.5.1at any time, to inspect them; and
6.5.2after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
6.6Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
6.7You are not our agent. You have no authority to make any contract on our behalf or in our name.
7.1We warrant that the goods:
7.1.1comply with their description on our order confirmation form; and
7.1.2are free from material defect at the time of delivery (as long as you comply with clause 7.4).
7.2Business customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3Consumers: the warranty in clause 7.1 is in addition to your statutory rights.
7.4If you believe that we have delivered goods which are defective in material or workmanship, you must:
7.4.1inform us (in writing), with full details, as soon as possible; and
7.4.2allow us to investigate (we may need access to your premises and product samples).
7.5If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.4) in full, we will (at our option) repair or replace the goods.
7.6We cannot accept liability in respect of any defect arising from fair wear and tear, willful damage, abnormal working conditions, failure to follow our instructions, or the alteration or repair of the goods without our approval.
7.7We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
7.8Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds (or the appropriate amount of insurance we have in place when the contract is performed).
7.9For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
7.10Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
8.1If we prepare the goods in accordance with your specifications or instructions or using your materials you must ensure that:
8.1.1specifications, instructions, or materials are supplied to us within a reasonable time;
8.1.2the specifications or instructions are accurate;
8.1.3materials are of good quality and suitable for our use;
8.1.4goods prepared in accordance with those specifications or instructions or using your materials will be fit for the purpose for which you intend to use them; and
8.1.5your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
8.2We are not responsible for the performance or suitability of goods manufactured in accordance with your specifications and instructions.
8.3Materials supplied by you remain your property at all times and we will hold them at your risk. You must insure them for their full value against all reasonable risks which arise out of our handling, storing or processing of them.
8.4Any dimensions, specifications and general description contained in our technical circulars, catalogues, and advertising material are illustrative only and will not form part of the contract between us.
8.5Business Customers: We reserve the right;
8.6to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
8.6to make without notice any minor modifications in our specifications we think necessary or desirable.
9Return of goods
9.1We will accept the return of goods from you only:
9.1.1by prior arrangement (confirmed in writing);
9.1.2on payment of an agreed handling charge (unless the goods were defective when delivered) and
9.1.3where the goods are as fit for sale on their return as they were on delivery.
9.2We cannot accept return of goods which have been specifically made or modified to your specification.
10Export terms
10.1Where the goods are supplied by us to you by way of export from the United Kingdom Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).
10.2The 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
10.3Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
10.4Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
10.5You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
10.6We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
11.1You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then apply).
11.2If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
11.3We may suspend or cancel the order, by written notice if:
11.3.1you fail to pay us any money when due (under the order or otherwise);
11.3.2you become insolvent;
11.3.3you fail to honour your obligations under these terms.
12Waiver and variations
12.1Any waiver or variation of these terms is binding in honour only unless:
12.1.1made (or recorded) in writing;
12.1.2signed on behalf of each party; and
12.1.3expressly stating an intention to vary these terms.
12.2All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
13Force majeure- business customers only
13.1If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
13.2Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
14.1English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
14.3If any of these terms are unenforceable as drafted:
14.3.1it will not affect the enforceability of any other of these terms; and
14.3.2if it would be enforceable if amended, it will be treated as so amended.
14.4We may treat you as insolvent if:
14.4.1you are unable to pay your debts as they fall due; or
14.4.2you (or any item of your property) becomes the subject of:
a.any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b.any application or proposal for any formal insolvency procedure; or
c.any application, procedure or proposal overseas with similar effect or purpose.
14.5Business customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6Business customers: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business. All such notices must be signed.
14.7No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
14.8.1contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
14.8.2which expressly state that you may rely on them when entering into the contract.
14.9Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
15Corrosion guarantee
15.1All products include a 2 year guarantee against corrosion. 
15.2Any claim must be made in writing within 2 years of invoice date with proof of purchase and photographic evidence.
15.3Only corrosion from inside out is covered, no garantee is offered on surface only corrosion.
15.4Corrosion as a result of surface damage is not covered under this guarantee.
15.5In the event of a successful claim under this guarantee, Outdoordesign Ltd agree to recoat the planter and return to the customer free of charge.  It is the responsibility of the customer to pay packaging and postage costs for the safe return of the item to us.
15.6No gaurantee can be offered on recoated products.
15.7By its nature the recoating process cannot achieve the high levels of finish achieved when new.
16Quality guarantee
16.1Outdoordesign Ltd guarantee all products will be supplied to the dimensions supplied by the client within a tolerence of +/- 2.0mm
16.2Due to the nature of the fabrication process, evidence of metal working or porosity may be evident but our in-house inspection will only despatch if considered to be within industry standards.
16.3Due to the powder coating process, minor variations in colour and gloss level can occurr and inclusions within the paint but our in-house inspection will only despatch if considered to be within industry standards.
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