Terms and Conditions of Sale

1. DEFINITIONS
In these terms and conditions:-
"Bespoke Product" means any Product designed to your requirements, including by the application of any logo, name, or other artwork, design, or copy;
"Business Day" means 8am to 6pm Monday to Friday, other than public holidays in the United Kingdom;
"Charges" means in relation to each Order, the Price for the Products and any delivery costs where not inclusive in the Price;
“Core Products” means the range of Products published on our Website from time to time, for which a Data Sheet is available;
“Data Sheet” means the document containing the specification (including for example, details of colours, widths, lengths and tolerances) for each Core Product, available on our Website, or from us on request;
"Order" means any order from you to us for any Products, and the contract for the sale of those Products resulting from that Order;
"Price" means the price for the Products as set out in our confirmation of your Order;
"Products" means:-
(a) the range of Core Products, and any Bespoke Product or other product which we may agree to supply to you from time to time;
(b) in relation to an Order, the products listed in that Order and the products actually supplied for that Order;
“Website” means www.colefabrics.com;
"you"/"your"/"Customer" means the person who has submitted an Order;
"we"/"us"/"our"/"Cole Fabrics" means Cole Fabrics Plc, registered in England and Wales with Company Number 2150561.
2. SCOPE
These terms and conditions set out the terms on which we will sell Products to you and on which you will purchase products from us, and it applies to all Orders submitted by you to us.
3. ORDERING
3.1 Method
You may order Products from us by telephone, fax, post or email, provided always that the minimum value for any Order shall be £50.
3.2 Acceptance of Orders
Your Orders are your offer to purchase the Products, and a contract to supply will be formed when we accept your Order, or when the Products are delivered, whichever is earlier.
3.3 Out of Stock Products
We will let you know at or shortly after the time of Order if any item is no longer available or has an extended estimated delivery time. If we do contact you regarding such items, you will have a choice whether to cancel the Order and whether to submit a replacement Order for any alternatives. If you wish to cancel the Order you must inform us within 48 hours.
3.4 Separate Contract
Each accepted Order shall create a separate contract between you and us for the Products covered by that Order, and will incorporate these terms and conditions (as if references to these terms and conditions were to the contract resulting from that Order). If you refer to any standard terms of purchase in your Order, they will not apply.
3.5 Legal and Industry Requirements
We will use reasonable endeavours to ensure each Product despatched by us complies with any applicable laws or industry standards, however we will not be liable for any failure to comply with such laws or standards to the extent such non-compliance is due to:
(a) an act or omission by you or any third party;
(b) an event outside our reasonable control; or
(c) us acting on your instructions or, in respect of Bespoke Products, our compliance with the agreed specification.
4. SALE AND PURCHASE
For each accepted Order, we agree to sell and deliver and you agree to accept delivery of and pay for the Products, on the terms set out in these terms and conditions.
5. DELIVERY ARRANGEMENTS
5.1 Delivery Period
We will use reasonable endeavours to deliver the Products to you by the date agreed with you or, if no date is agreed with you, within a reasonable time. Time for delivery is not of the essence. If we are unable to deliver some or all of the Products by the agreed date, we will notify you as soon as possible and agree an alternative delivery date, for all or the remainder of the Products specified in the Order, and we shall be entitled to make delivery of the Products by instalments and, if payment has not already been received, to invoice you for each instalment despatched.
5.2 Place of Delivery
We will deliver the Products to the address stated in the Order.
5.3 Delivery Note
We will include an itemised delivery note with each delivery of Products, which will identify the Order reference or number and list the items in the applicable Order covered by the delivery.
5.4 Receipt of Products
Unless otherwise agreed, we may deliver the Products at any time during a Business Day and you agree to take delivery on Business Days. If no-one is available to receive the Products when our carrier arrives, we will return the Products to our warehouse and we reserve the right to charge a reasonable administration and handling fee to cover the cost of returning the Products to our warehouse and the cost of redelivery at another time. Your failure to take delivery of the Products shall not constitute a breach by us of our delivery obligations.
5.5 Unloading
You will be responsible for unloading the Products from our delivery vehicle and for the Products from then on. If any special arrangements are to apply, these will be agreed as part of an Order.
5.6 Signing of Delivery Note
The contents of each box must be inspected and matched to the Cole Fabrics’ delivery note immediately following delivery. Should the number of boxes, or the content of a box/es differ from the Cole Fabrics delivery note you must advise Cole Fabrics within 48hrs of receipt of delivery.
5.7 Risk
Except for any damage we cause, the Products will be at your risk from the point of commencement of unloading of the Products by you.
5.8 Site Working
Where necessary, you must give our staff reasonable access to your premises, and reasonable facilities at your premises for the purposes of delivery. We will ensure that our staff follow any policies and procedures you tell us about for safety and conduct at your premises.
5.9 Information
You agree to provide any information and assistance we may reasonably require of you and your staff for the purposes of an Order.
5.10 Quantity
If we deliver a quantity of Products up to 10% more or less than the quantity set out in your Order, such delivery shall be deemed to be in accordance with the Order and you shall not be entitled, by reason of the shortfall or excess, to reject the Products or any excess Products or request any adjustment of the Price.
6. QUALITY
6.1 Warranty
We warrant that all Core Products delivered will materially comply with the quality, quantity, weight, measurements, description, and any other specifications detailed in the Data Sheet and that all Bespoke Products delivered will materially comply with the specification agreed with you in accordance with Condition 7.2.
6.2 Inspection and Rejection
You should inspect the Products for defects immediately following delivery. You have 48 hours from delivery to reject the Products for not complying with these terms and conditions. If you do not reject the Products within 48 hours, then you will be considered to have accepted them. If you wish to reject the Products, then you should let us know within 48hrs, give us reasonable details of the reason and let us collect and inspect the Products. If you have a valid claim then we will take back the Products give you a refund for those Products or offer you a replacement.
6.3 Exclusion of Implied Terms
All implied warranties, terms and conditions as to the quality, fitness for purpose, compliance with description or sample are hereby excluded.
6.4 Returned Goods
Returned goods, that are delivered against an Order and meet the product specification, will only be accepted back by agreement. Goods must not have been unpacked, and will be subject to a 20% handling fee.
7. APPROVAL OF DESIGNS FOR BESPOKE PRODUCTS
The following applies in respect of Bespoke Products:-
7.1 Supply of Artwork
You are responsible for providing all artwork, designs, and copy for Bespoke Products in the form that we require.
7.2 Specimen or Proof Approval
We may at our option provide a specimen or proof of the Bespoke Product for you to approve. You must not unreasonably withhold or delay approval. Details of the specification and tolerances for such Bespoke Product will either be available from the Website or will be provided to you with the specimen or proof. Once such specimen or proof has been approved by you, the specimen or proof together with the specification and tolerance details made available to you will be deemed to be the agreed specification for the Bespoke Product.
7.3 Errors
You are responsible for checking that all artwork, designs, copy and other information you provide, and any specimens, proofs and specifications we supply to you are correct and are free from errors and omissions.
7.4 Suppliers
In the event your design for a Bespoke Product requires us to source materials from outside of our regular supply chain, and as a result of a failure by a supplier to supply such materials in accordance with the specification we are unable to supply the Bespoke Products, we will use reasonable endeavours to recover any pre-payment you have made and to work with you to source an alternative supplier.
8. CHARGES
8.1 Price
You must pay us the Price for the Products.
8.2 Delivery and Installation Costs
Unless our confirmation of your Order says otherwise, the Prices for the Products exclude the costs of delivery (including carriage, insurance in transit, import or export duties and taxes).
8.3 VAT
The Charges are exclusive of value added tax and any other applicable sales tax, which you must pay as well at the same time as the Charges at the applicable rate.
9. PAYMENT
The following are the payment terms.
9.1 Standard Terms
Unless we have agreed in writing to provide you with credit facilities, you must pay all Charges, together with the applicable VAT, at the time of your Order.
9.2 Credit Facilities
If we have agreed in writing to provide you with credit facilities, we may invoice you for the Charges and any VAT on despatch of the Products and you must pay all Charges, together with the applicable VAT, within 30 days of the date of the invoice, unless a longer payment period has been agreed by us in writing.
9.3 Credit Checks
Before agreeing to provide you with credit facilities we may carry out credit and other database checks on you. This includes checking details held by credit reference and fraud prevention agencies. A record of each search will be kept and may be used by us to manage your credit account. By requesting credit facilities you are signifying your willingness to such checks being carried out by us.
9.4 Payment Arrangements
You must pay all Charges and VAT in the currency of the invoice, by credit card or electronic funds transfer to the bank account specified by us, without set-off, deduction, or withholding.
9.4 Interest
We may charge you daily interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 running from the due date to the date when you pay them.
9.5 Suspension of Orders on Non-Payment
If any amounts payable by you under this or any other agreement between us and you become overdue, then we may decline to accept any further Orders from you and we may suspend further performance of any existing Orders until you have paid the overdue amounts.
10. RETENTION OF TITLE
10.1 Ownership
Title to the Products will pass to you when you have paid in full all amounts due under the relevant Order, and until that time is retained by us. Until ownership of the Products has passed to you, you shall hold the Products on a fiduciary basis as our bailee, maintain the Products in good condition and store the Products (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property.
10.2 Termination of Right to Possession
Your right to possession of the Products will terminate, and you must return the Products to us, if at any time we are entitled to terminate the Order due to your insolvency or non-payment of the Charges. You hereby grant to us, our agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
10.3 Payment of Charges
Even though title has not passed, we may still claim the Price and other Charges for the Products.
11. INTELLECTUAL PROPERTY
11.1 Ownership
All copyrights, design rights, patents, trade marks and other intellectual property rights in the Products will remain with and belong to us and our manufacturers and suppliers.
11.2 Indemnity
You agree to indemnify us and hold us harmless on demand from and against all or any costs, claims, damages, losses or expenses (including without limitation legal and other professional fees and expenses) incurred by us, or for which we may become liable, with respect to any intellectual property infringement claim or other claim relating to the use of any logo, name, artwork or other design provided by you for use on a Bespoke Product.
12. CONFIDENTIALITY
Each party shall maintain confidential any information of the other which it receives in connection with this agreement or any Order, except where that information is lawfully in the public domain, or was known to it prior to receipt from the other party, or is required to be disclosed by law.
13. TERMINATION
13.1 Breach
A party may terminate any Order by notice to the other if the other commits a breach of the Order or these terms and conditions and does not correct the breach within 30 days of notice of the breach.
13.2 Insolvency
A party may terminate any Order if the other becomes insolvent or bankrupt, has a receiver, administrative receiver or administrator appointed in respect of the whole or any part of its undertaking or assets, has any order made or resolution passed for its winding up or liquidation, makes any voluntary arrangement with its creditors, or any step is taken with a reasonable prospect of success to achieve any of the above.
13.3 Non-Payment Under Orders
We may terminate an Order by notice to you if any Charges under that Order or any other Order become overdue and are not paid within 30 days after notice from us requesting payment.
13.4 Consequences of Termination
On termination of any Order; we shall be entitled to issue an invoice for all Orders in respect of which we have not yet issued an invoice; and you shall immediately pay to us all of your outstanding unpaid invoices, and each party will return or destroy any confidential information of the other.
14. LIMITATION OF LIABILITY
The following terms set out the liability of each party to the other (including liability under or for breach of the terms of any Order and liability for negligence in connection with any Order):-
14.1 Liability not Excluded
These terms and conditions do not limit or exclude any liability for death or personal injury due to negligence or for fraud, or any liability to pay the Charges.
14.2 Loss or Damage to Property
Liability for loss or damage to property caused by our staff and sub-contractors shall be limited to £100,000 per incident or series of connected incidents. Liability for loss or damage to property caused by the Products shall be limited to £100,000 for all instances in one year.
14.3 Order Cap
Except as stated in Clauses 14.1 and 14.2, each party's liability to the other in respect of any Order shall be limited to the amount of the Charges under that Order.
14.4 Loss of Profit
Except as provided in Clause 14.1, except for your claim for loss of bargain, and except for our claim for our loss of profit or revenue which we would have made pursuant to Orders, neither party shall be liable to the other for any loss of profit, revenue, production, business, goodwill or anticipated savings, or for any liability to third parties, or for any consequential, indirect or special loss.
15. FORCE MAJEURE
We will not be liable to you if we are delayed in performing an Order or are not able to perform an Order because of a matter which we cannot reasonably control, such as war, terrorism, riot or public demonstration, government acts, industrial action, fire, explosion, flood, adverse weather, shortages, or anything of a similar nature affecting our carriers or suppliers. In particular, if any such matter means we have insufficient stocks of the Products available to meet all our commitments with you and any others, then we shall be entitled to apportion the available stocks of such Products to such orders as we may decide. If delay or non-performance continues for more than 30 days, then we or you may terminate any Order affected.
16. NOTICES
Notices must be in writing and be sent by hand or pre-paid first class post to the party’s address stated in the Order or to any other address that a party may notify to the other. A notice shall be considered to be served: if sent by hand, at the time of delivery; if sent by first class post, on the second day after posting.
17. GENERAL
The written terms set out in this document are the entire agreement between you and us. You may not transfer this Agreement without first getting our prior written permission. This Agreement is not enforceable by a third party. The laws of England and Wales apply to this Agreement and the Courts of England and Wales have exclusive jurisdiction over this Agreement.