Conditions of Sale
Terms & Conditions of Sale:
Terms and Conditions
1.In these conditions the following terms have the following meanings, “Stark Carpet” means Stark International Incorporated Limited or any of its assignees.
“Customer” means the person or persons or other party named on the attached estimate and/or the attached Pro-forma Invoice and/or the attached Invoice (collectively the “Invoice”)“ “Goods” means any goods forming the subject of this contract including any part or components thereof or materials incorporated in them or as otherwise detailed on the Invoice.
“Price” means the price stated on the Invoice
2.1 For the purpose of section 12 of the Sale of Goods Act 1979 and for the purposes of the relevant provisions of the Sale and Supply of Goods Act 1994, Stark Carpet shall transfer only such title or rights in the respect of the Goods ordered as Stark Carpet have and if the said Goods are purchased from a third party Stark Carpet shall transfer only such title or rights as that party had and has transferred to Stark Carpet.
2.2 Notwithstanding the earlier passing of risk in accordance with clause 3.1 below, title in the Goods ordered shall remain with Stark Carpet and shall not pass to the Customer until the amount due under the Invoice for them (including interest and costs and any additional charges set out herein) and has been paid in full and until such payment in full all Goods remain the property of Stark Carpet.
2.3 Until title passes the Customer shall hold the Goods overleaf as trustee for Stark Carpet and shall store or mark them so that they can at all times be identified as the property of Stark Carpet.
2.4 Stark Carpet may at any time before title passes and without any liability to the Customer:-
(i) take up and repossess and use or sell all or any of the said Goods ordered and by doing so terminate the Customers’ right to use, sell or otherwise deal in them; and
(ii) for that purpose or for determining what if any of the said Goods ordered are held by the Customer and for the purposes of inspecting them, Stark Carpet may enter the premises of or occupied by the Customer.
2.5 Until title passes the entire proceeds of sale of the Goods ordered shall be held in a separate designated account and not mingle with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Stark Carpet’s money. Any details as may be required by Stark Carpet concerning this designated account shall be provided in writing, by the Customer, immediately upon request being made to the Customer.
2.6 It is expressly agreed between the parties that none of the aforementioned provisions shall in any way be treated or construed as there being any passing of title of the Goods from Stark Carpet to the Customer until all such monies due under the terms of this contract have been paid and so that in the event the Customer becomes insolvent and in the event of being an individual , or is adjudged bankrupt, or in the event of being a limited liability company or other incorporated institution, either being subject to winding up proceedings, receivership, administrative receivership or any for of insolvency administration , the said Goods shall be recognised as remaining the property of Stark Carpet.
Small orders whose total Invoice value is less than £1,500.00 exclusive of VAT are subject to a minimum order surcharge of £165.00 and in addition if the Customer requires a delivery to than UK mainland addresses then additional charges will be levied. Details will be supplied to the Customer upon request to Stark Carpet.
Without prejudice to any other rights of Stark Carpet, if the Customer fails to pay the Invoice price by the due date then Stark Carpet shall be entitled to charge interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgement) on a daily basis of 6% per annum over the base rate from time to time as quoted by the Bank of England and the Customer will be in addition reimburse forthwith to Stark Carpet all costs and expenses (including legal costs on an indemnity basis) and all VAT incurred in the collection of any overdue amount.
6. In the event of a postponement of the supply of Goods ordered as per the Invoice, by the Customer, such requests shall be made in writing. The Customer will pay to Stark Carpet all costs of storage and any increase in the market value of the Goods between the due date of despatch and the date on which the despatch is finally made. Such additional costs shall be paid on the same date as the date for payment of the Invoice or Invoices in connection with such Goods. In the event that the payment of the Invoice has been made then such additional costs shall be paid immediately by the Customer to Stark Carpet.
RISK DELIVERY AND PERFORMANCE
3.1 Risk in the Goods passes when they are delivered in accordance with clause 3.1
3.2 Stark Carpet may at its discretion deliver the Goods by instalments in any sequence.
3.3 Where the Goods are delivered by instalments, no default or failure by Stark Carpet in respect of any one or more instalments shall vitiate the Contracts in respect of the Goods delivered or undelivered.
3.4 Any date quoted by Stark Carpet for delivery of the Goods ordered are approximate only and shall not form part of the contract and the Customer acknowledges that in the performance expected of Stark Carpet, no regard has been paid to any quoted delivery time.
3.5 If the Customer fails
(a) To take delivery of the Goods or any part of them on the due dates;-
(b) To provide any instructions or documents required to enable the Goods to be delivered on the due date.
Stark Carpet may on giving written notice to the Customer store or arrange for the storage of the said Goods, and on the service of the Notice:-
(i) risk in the Goods shall pass to the Customer;
(ii) delivery of the Goods shall be deemed to have taken place; and
(iii) the Customer shall pay to Stark Carpet all costs and expenses arising from its failure.
3.6 Whilst great care is taken by Stark Carpet to ensure perfect Goods are despatched, on arrival at their premises, the Customer or their appointed sub-contractor (whose details have been provided to Stark Carpet in advance in writing) should inspect all Goods to ensure the material received is the correct colour, design and quantity as ordered and is free from visible defects. These checks must occur before the Goods in question and in particular the carpet is cut.
3.7 If the Goods are damaged in transit, the carrier’s note must be endorsed accordingly and Stark Carpet informed within 72 hours of receipt of the Goods by Customer. Failure to notify Stark Carpet will result in the Customer not being entitled to make any claim in connection therewith of any nature.
3.8 In the event that the Customer requires delivery of all or part of the Goods to premises other than its own premises then the Customer will in writing, in advance of delivery, notify Stark carpet as to where the Goods shall be delivered and shall identify the person or persons authorised to sign all receipts and delivery notes in connection therewith. Stark Carpet shall have no liability in connection with any losses, injury, damage or expense arising from the Goods being delivered other than to the Customer’s premises.
3.9 Stark Carpet shall not be liable for any penalty loss, injury, damage or expense arising from any delay or failure in delivery or performance at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the contract. Time is not of the essence in relation to the delivery of the Goods.
SIZES & DESIGNS
4. All carpets and other Goods sold by Stark Carpet are subject to a tolerance in both the length and width of plus or minus 3%.
4.1 Stark Carpet reserves the right to supply up to 5% more than the exact quantity or other Goods ordered on special custom production and to charge the excess to the Customer. Full details can be provided upon request.
4.2 Where any design is produced and supplied to the Customers’ exact specification, the Customer will at all times keep Stark Carpet and its suppliers indemnified against any actions and proceedings issued or threatened by a third party in connection therewith including without limitation any legal costs incurred by Stark Carpet.
4.3 Merchandise will substantially conform to the description on the Invoice, except that such merchandise may vary slightly from description or sample. All other warranties either express or implied are expressly excluded, including the warranties of merchantability and fitness for a particular purpose.
4.4 Stark has the absolute right to rely upon the accuracy of all information, plans, drawings, specifications and measurements provided to it by Buyer. Stark has no obligation to, nor will it seek to verify the accuracy of any such information.
CARPET SPECIFIC MATTERS
5. Stark Carpet would advise that through use and in time all carpets supplied by it will flatten to a certain degree during use. This is most noticeable in area of concentrated wear, on carpets of variable pile height, where the higher pile may flatten to a greater degree than the lower pile height. All pile carpets, especially plain grounds, are liable to an effect referred to as “shading” or “watermarking”. That means that there is shown light and dark patches arising from unequal crushing of the surface. Light and delicate carpets, the Customer is advised, are likely to become soiled in wear and may loose colour. No care on the part of the manufacturers can obviate these tendencies which are inherent in all pile fabrics. Stark Carpet cannot accept responsibility or liability for complaints caused by these defects, which are not manufacturing defects. The Customer so acknowledges and confirms that no claims arising there from will be made by the Customer or any third party with whom the Customer may deal, against Stark Carpet.
12.1 VISIBLE BANDS – Rolls of carpet when stored in warehouse racks are subjected to considerable sustained pressures. As a result, crush lines are often visible when carpets are first unrolled and may appear more noticeable in plain carpets. This is quite normal and unavoidable. Over time and in use, these lines will disappear.
12.2 COLOUR MATCHING AND FASTNESS TO LIGHT – For technical reasons it is not possible to achieve a colour match between different production batches. It should also be noted that sample material may not be from the same batch as current production and therefore an exact colour match cannot be guaranteed by Stark Carpet. It is understood that no dye is permanently fast to light and pale shades will have a lower fastness than dark shades.
12.3 NATURAL FIBRES – Customers must advise end users that variances in the surface appearance of a carpet may be visible. These are inherent in all natural fibre carpets and such characteristics shall not constitute manufacturing defects by Stark Carpet.
6. In order to give the Customer the advantage of any technical developments and continuity of supply, Stark Carpet reserves the right to substitute the Goods ordered with higher quality Goods without notice.
7.1 Carpet installation requires a degree of expertise and attention to detail. Any carpet or any Goods supplied by Stark Carpet should be installed in accordance with BS5325, Code of Practice for the Installation of Textile Floor Coverings. The Customer acknowledges receipt of this advice.
7.2 No claims arising from improper installation can be considered by Stark Carpet and Stark Carpet has no responsibility or liability in connection therewith. Stark Carpet‘s liability for defective carpet will be limited to replacement or refund and no claims will be considered for labour or other fitting charges connected with installation or removal of the same. Claims for manufacturing faults will not be considered by Stark Carpet after the Goods have been cut and/or fitted and in the case of a complaint, Stark Carpet reserves the right to replace, clean or repair the Goods at its discretion. It is agreed between the parties that if a manufacturing fault in all/any of the Goods supplied is proven that carpet of Goods will be assessed to have depreciated by 25% per annum and this figure will be taken into account in the case of either replacement or return by Stark Carpet.
7.3 Stark Carpet will not accept returns without its prior written agreement. All returns remain at the risk of the Customer until returned to Stark Carpets premises. All returns must be rolled around a central tube wrapped in appropriate packaging and labelled correctly. In the event of any agreed return(s) the carriers note must be endorsed with confirmation that the returned Goods have been returned in the same condition as despatched by Stark Carpet.
7.4 NO FABRIC OR WALLCOVERING RETURNS:
- Beyond 30 days from invoice date
- No less than 10 rolls or 6 yards of wallcovering or less than 6 yards of fabric
- On plain ground stock
- On imported, special orders or custom orders
- On treated wallcovering/ fabric
- On cut yardage
- On opened rolls
- On discontinued items
- On limited stock items
As dye lots may vary, we recommend that all fabrics and wallpaper be in customer’s possession before any work is begun. Paints and special dye jobs should be made to match actual fabrics and wallpapers, not sample materials. No claims will be allowed on fabric or wallcovering after they have been processed by or behalf of customer in any way.
There are many types of wallcovering as well as adhesives on the market, and it is important to follow recommendations made by the adhesive manufacturer. Stark also recommends that a quality liner paper be used under our wallcovering. Please consult with your paper hanger prior to installation.
8.1 Any of the Goods which have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer to Stark Carpet within 7 days of their delivery
8.28.3 Any claims under this clause must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods or carpets as appropriate.
8.4 Stark Carpet shall be afforded a reasonable opportunity and/or facilities or photographic evidence to investigate any claims made under this condition and the Customer shall, if so requested in writing by Stark Carpet, promptly return any Goods the subject of any claim and any packing materials securely packed and carriage paid to Stark Carpet for examination.
8.5 Stark Carpet shall have no liability in regard to any claim in respect of which the Customer is not compliant with the claims procedures in these conditions.
SCOPE OF CONTRACT
9.1 Under no circumstances shall Stark Carpet have any liability of whatever kind for:-
(i) any defects resulting from wear and tear, accident, improper use by the Customer, or use by the Customer, or use by the Customer except in accordance with instructions or the advice of Stark Carpet or the manufacturer of any of the Goods ordered overleaf or neglect from any instructions or materials provided by the Customer;
(ii) Goods which have been adjusted, modified, cleaned or repaired except by Stark Carpet or in accordance with manufacturer’s recommendations;
(iii)The suitability of any of the Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions where known or communicated to Stark Carpet;
(iv) Any descriptions, illustrations, specifications, figures as to the performance or quality, drawings and particulars of any weights and dimensions submitted by Stark Carpet contained in Stark carpet catalogues, pricelists or elsewhere since they are merely intended to represent a general idea of the Goods ordered and not to form part of the contract or be treated as representations;
(v) Any technical information, recommendations, statements or advice furnished by Stark Carpet, its servants or agents not giving in writing in response to a specific written request from the Customer before the contract is made;
(vi) Any variations in the quantities or dimensions of any of the Goods ordered or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristic of the Goods ordered and the substituted materials or components are of a quality equal to those originally specified;
(vii) Any pull or snag loops in any of the Goods;
(viii) Any complaints arising from treatment applied to the Goods (in particular carpets) by the Customer after delivery; or
(ix)The installation of the Goods or carpeting which will not be undertaken by Stark Carpet in any event. Save as set out in clause 7 above.
EXTENT OF LIABILITY
10.1 Stark Carpet shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the contract for any negligence, breach of statutory or other duty on the part of Stark Carpet or in any other way out of or in connections with the performance or purported performance of or failure to perform the Contract except:-
(i) For death or personal injury resulting from Stark Carpets’ negligence; and
(ii) As expressly stated in these conditions
10.2 If the Customer establishes that any of the Goods have not been delivered, have been delivered damaged or do not comply with their description, Stark Carpet shall, at its option, replace with similar Goods any of the Goods ordered which are missing, lost or damaged and will allow the Customer credit for the Invoice value or repair any damage to such Goods.
10.3 If the Customer establishes that any of the Goods ordered are defective Stark Carpet shall, at its option and without prejudice to the preceding clauses, replace with similar Goods or repair any defective Goods, allow the Customer credit for their Invoice value or to the extent that the said Goods are not part of Stark Carpets manufacture, assign to the Customer (so far as Stark Carpet is able to do so) any warranties given by the manufacturer of the said Goods to Stark Carpet.
10.4 Delivery of any repaired or replacement Goods shall be at the Customers’ premises or other delivery point specified and in accordance with the conditions before mentioned.
10.5 Where Stark Carpet is liable in accordance with this condition in respect of only some or part of the said Goods ordered the contract shall remain in full force and effect in respect of the other or other parts of the said Goods and no set-off or other claims shall be made by the Customer against or in respect of such other or other parts of the said Goods.
10.6 No claim against Stark Carpet shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the said Goods by any person except Stark Carpet.
10.7 Stark Carpet shall not be liable where any of the Goods ordered, the price of which does not include carriage, are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such loss or damaged Goods will, if available, be supplied by Stark Carpet at the prices ruling at the date of despatch of the replacement.
10.8 In no circumstances shall the liability of Stark Carpet to the Customer under this condition exceed the Invoice value of the Goods ordered.
10.9 Wilton or Axminster carpets may have high or low wires. These are considered to be inherent characteristics of a woven carpet and are not defects.
10.10 Fluffing and sprouting of yarns are a textile phenomena.
SPECIAL TREATMENTS/CLEANING/ MATERIAL AND TECHNICAL DEVELOPMENT
11.1 Stark Carpet cannot be held responsible for complaints arising from any treatment applied to the Goods sold as agreed herein and as Invoice by a third party after manufacture and this clause is in addition to those clauses limiting liability as set out in this contract.
11.2 Stark Carpet strongly recommends professional cleaning of the Goods.
13.1 Stark Carpet is entitled to a lien on all or any of the Customer’s property in Stark Carpet’s possession for all amounts due at any time from the Customer and may use, sell, dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 14 days notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to Stark Carpet and the costs of same on disposal. Stark Carpet shall be discharged of any liability in respect of the Customers’ property.
13.2 Stark Carpet may at its discretion suspend or terminate the supply of any Goods ordered if the Customer fails to make any payment when and as due or otherwise defaults on any of its obligations under this contract with Stark Carpet or becomes insolvent, has an administrative receiver appointed of its business or its compulsorily or voluntarily wound up (or if an individual is made bankrupt or made subject to any insolvency proceedings) or Stark Carpet reasonably believes that any of those events may occur, and in the case of termination, may forfeit any deposit paid. Time is of the essence in relation to any payments due by the Customer.
13.3 Subject to the clauses above, if the Goods ordered are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate Stark Carpet in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim whether actual or alleged, that the design or specification infringes the rights of any party.
13.4 Except for any which is expressly agreed to be included in the Goods ordered all tools, packing, materials, drawings, specifications and other data provided by Stark Carpet shall remain its property and all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of Stark Carpet.
13.5 Notwithstanding that any Customer may have received a pricelist, nothing in the pricelist shall be deemed to constitute an offer and Stark Carpet reserves the right to refuse or accept any order.
13.6 Unless specifically stated to the contrary, all delivery, packing, crating, shipping, in-transit insurance, local delivery, uncrating and installation charges, cutting of doors, as well as sales or other taxes are in addition to the stated purchase price.
13.7 No installation services are included in this order unless specifically noted on the reverse side hereof.
13.8 Any oral statements about merchandise made by Stark’s employees or agents do not constitute warranties, shall not become a part of this Agreement and shall not be relied upon by Buyer. In no event shall Stark be responsible for the correctness of, or be deemed to have made, any representation or warranty of description, size, medium genuineness, attribution, provenance, authenticity, age or condition concerning the merchandise.
14.1Cancellation will not be agreed by Stark Carpet for Goods already cut or in transit. In the case of custom orders, cancellation will not be accepted if materials have been put into work. In all other cases cancellation will only be accepted within 1 working day of the date of order. If any such notice of cancellation (which must be in writing) is received after the Goods have been allocated to the Contract then a packing and handling charge will be payable by the Customer.
14.2 All orders are considered firm. Without prejudice to the above, should Stark accept a cancellation of an order (which acceptance may be withheld by Stark for any reason), Stark shall have the right to retain in full the deposit paid by buyer for such order. Stark Carpet will not entertain any request to accept cancellation of any custom or special order.
15.Stark Carpet shall not be liable for any failure in the performance of any of their obligations under this contract caused by factors outside their control.
LAW & JURISDICTION
16. This contract shall be governed by English Law and the Customer consents to the exclusive jurisdiction of the English Courts in all matters regarding it except to the extent that Stark Carpet invokes the jurisdiction of the Courts of any other country.
SERVICE OF NOTICES
17.1 Any notice given under this contract shall be in writing and may be served
(ii) By registered or recorded mail;
(iii) By facsimile transmission;
(iv) By email; or
(v) By any other means which any party specifies by notice in writing to the other.
17.2 Each party’s address for the service of notice shall be their above-mentioned address (as specified on the Invoice) or such other address as they may specify by written notice to the other.
17.3 A notice shall have been deemed to have been served:-
(i) If it is served in person at the time of service:-
(ii) If it was served by post, 48 hours after it was posted:-
(iii) If it was served by telex or facsimile transmission, at the time of transmission; or
(iv) If it was sent by email upon confirmation being recorded by the sender’s computer as to the transmission having been completed.
EXCLUSION OF RIGHTS OF THIRD PARTY
18. Neither party intends any of the terms of contract to be enforceable by any third party pursuant to the Contracts (Rights of Third parties) Act 1999.
All business is conducted in accordance with the Company’s conditions of sale. Please ensure that end users are advised of the Company’s conditions of sales prior to purchase.