GENERAL TERMS AND CONDITIONS OF SALE AND CONTRACT

Unless otherwise agreed upon in written, any offer and any (also future) agreement is ruled by these Conditions, which form an integral part thereof and which take legal preference to the Conditions of Purchase of the Client. Any departure from or modification of these Conditions can only be raised against us provided we have granted our consent thereto in writing.

Prices, brochures, catalogues or proposals are free of obligations and non-committal on our An agreement will only be effected after confirmation of the order by us. In case orders are carried out without our prior written agreement as to the price, the price of the day of delivery will be charged.

Delivery times as mentioned in the Special Conditions are indicative only and are by no means strictly If, in the event of delay, it is not really unreasonable and solely due to us, this will not cause the annulment of the agreement and/or any compensation to be due. Any modification of the order automatically implies that the assumed and probable delivery times may be reasonably longer. Any delay in the payment of advances will be added to the delivery time.

The responsibility and risk of the goods will be carried by the Client from the moment of finalising the agreement, and insofar as they concern grade products, from the moment they have been Nevertheless, the goods remain our property until they have been fully paid for. Up to then, it is strictly forbidden to the Client to alienate or to pledge the goods, or to let them serve as security.

Goods and materials ordered are always delivered ex factory/warehouse and are accepted at the place of delivery. The risk of transport is carried by the Client, even when it has been agreed that we will take care of It is the Clients’ duty to ensure that all necessary precautions have been taken and all conditions have been met at the site of delivery so that delivery can take place in the precise circumstances, without us having to check this prior to delivery. All damage caused because the above has not been complied with, remains solely the responsibility of the Client.

If the Client refuses to accept delivery or makes it impossible for us to carry out the delivery, the agreement will be considered to be legally annulled to his disadvantage, and a compensation will be due – taking into account the actual damage – of a minimum fixed amount of 25% of the total and which is increased to 65% in the case of made-to-measure goods or, exclusive of VAT; the task of justifying the higher fixed amount claimed, rests with us. Where partial delivery has already taken place before the Client refuses to accept any further delivery or makes it impossible for us to carry out further delivery, we can opt for invoicing the Client for the part of the delivery which has been carried out, on condition that we notify the Client by registered mail, and for the legal annulment of the agreement to the disadvantage of the Client concerning that part of the delivery which has not been carried out. In this case the Client owes us compensation of the minimum fixed amount of 25% of the total -increased up to 65% in the case of made-to-measure goods – exclusive of VAT, of the part of the agreement which has not been carried out; the task of justifying the higher fixed amount claimed, rests with us.

The price can be legally increased with any applicable government taxes and levies, as they are due on the day of

• All invoices must be paid at our main office at the time of delivery, in cash and without reduction. In case of delayed payment, a legal and conventional interest of 1% per month or part of a month will be charged, without any proof of default being necessary, from the due date. The interest due by the Client will be capitalized per annum, on condition of notice of proof of default thereto by registered If payment by instalments has been agreed in the Special Conditions, the remainder will become legally due and increased with any interest and compensation, at the time when one of the instalments is not paid or is paid too late.
• In case the amount outstanding is not paid on its due date, and after notice of proof of default by registered mail, any amount due will be legally increased by 12%, between £100 and £1600 by way of conventional compensation, as a fixed compensation caused by extra-legal costs This compensation is subject to the same legal and conventional interest of 1% per month or part of a month, on condition of notice of proof of default by registered mail.
• The unconditional payment of part of the amount invoiced will be considered as the acceptance of our Payments on account will always be accepted with all reservations and without adverse recognition and will be attributed by preference to any legal costs incurred, secondly on interest due, thirdly on the amount of the loss and finally on the total price.

Any person signing the contract for the Client is bound jointly and severally with the Client with regard to

• In case of non-payment on the due date, and after notice of proof of default by registered mail, we can, at all times, opt for the legal annulment of the contract at cost to the Client, on condition that we notify the client thereof by registered In such case we will retrieve the goods from where they are kept, and the Client is legally bound to pay a compensation of a minimum fixed price of 25% of the total – increased up to 65% in the case of made-to-measure goods – exclusive of VAT; the task of justifying the higher fixed amount claimed, rests with us.
• Also, in case of non-payment by the due date, we reserve the right to cancel any outstanding orders and delivery thereof, which we will notify the Client of by registered In case of annulment, the Client is legally bound to pay a compensation of a minimum fixed price of 25% of the total -increased up to 65% in the case of made-to-measure goods – exclusive of VAT; the task of justifying the higher fixed amount claimed, rests with us. Moreover, in such circumstances, all outstanding amounts to be paid by the Client will be legally called in, without proof of default being required.

We have the right to retain any goods of the Client which are still in our possession, to the amount of money owed to

• In case objective elements (such as a disputed bill of exchange, cancellation of credit, attachment or seizure, outstanding debts, ) point to cash flow problems with the Client, we have the right to couple the implementation of our agreements to the receipt of sufficient guarantees.
• Insofar as receipt of the delivery has not been expressly confirmed, complaints regarding its conformity must be notified and justified, under penalty of annulment, by registered mail within three days after delivery and before use, treatment, processing or sale of the The Client accepts the standard tolerances of the industry. Complaints regarding our invoice must be notified and justified, under penalty of annulment, within eight days after the date of the invoice and by registered mail.
• The amounts owed to us by the Client cannot by any means, except by our written agreement thereto, be offset against any amounts the Client may claim we owe the Neither can the Client use any of these claims against us in order to delay or cancel payment of any outstanding amounts the client owes us.

In order for the Client to claim indemnity for hidden defects, the client must comply with all legal stipulations thereto. It is assumed that we have no responsibility for or knowledge of any hidden It is customary to consider the short period of time Civil Law as that of 6 months, from the day of delivery, and that any claim for indemnity for hidden defects becomes invalid from the moment the goods delivered are processed, modified, repaired by the Client or by third parties, or of the sale of these goods. The Client cannot claim any indemnity for hidden defects in order to delay or cancel payment of any amounts outstanding. We have guaranteed our goods and services only with the Client personally. If the client consequently transfers these delivered goods and services to third parties, they in turn cannot lay any claim against us on the basis of that guarantee.

Our responsibility with respect to the Client is, for any reason whatsoever, strictly limited to direct and foreseeable damage to the goods themselves, excluding any damage due to usage or processing, and up to the maximum of the invoiced amounts for the delivery or the part of the delivery concerned by the complaint, which means the purchase price in case of sales contract, or the value added in case of contracting. Where this maximum amount would be exceeded, the Client indemnifies us against all claims by third parties with regard to deliveries carried out.

Without prejudice, the Company undertakes to repair or replace at its option free of charge any goods supplied by it which are shown to the Company’s reasonable satisfaction to be defective by reason of faulty material or manufacture within reasonable date of their original It is a condition precedent of the Company’s obligations under this clause, that the defective goods are properly packed by the Client and made ready for collection or dispatched via a reputable carrier in any appropriate manner. The Client shall not be entitled to any damages, loss of profits, or any other consequential loss or damage sustained in respect of receipt of any faulty goods or the uplift and/or refit of same. Carpets should be inspected by the Client before fitting and claims for defective materials and/or manufacturing faults will not be accepted after a carpet has been cut.

In case of “force majeure” even when this does not lead to a permanent and/or complete impossibility to carry out the agreement, we have the right, by law, to postpone or to annul our commitments unilaterally, after giving prior notice thereof to the Therefore we cannot be held, for whatever reason, to pay compensation. Examples of conventional “force majeure “ are,amongst others: war, a strike or lock-out, extreme shortage of raw materials or goods, weather conditions, fire, natural and/or other disasters, government decisions which influence the carrying out of agreements; these “foreign majeure “ may be applied both to us as and our suppliers.

The Client acknowledges to be aware of this agreement and all its written and printed stipulations. The client accepts that these documents form the integral text of the agreement between both parties, and that they replace all previous oral and written proposals to an agreement and/or documents drawn up by same, as well as all other communications between the parties with regard to this In case it should appear that one or more conditions cannot be invoked partially or wholly against the Client, all other conditions will remain in force without being affected at all.

Governing Law – These Conditions and any Contract made between the Company and the Customer hereunder shall be governed by and construed in all respect in accordance with the Laws of England

Ownership of Carpet and Goods

The property in any Goods delivered by the Company to the Customer shall not pass from the Company until such time as the Customer has paid in full for those goods and for any goods delivered by the Company to the Customer.

Notwithstanding the reservation of ownership in Clause 24(a) and subject to Sub-Clause 24(c), the Customer has the Company’s consent to resell in the ordinary course of business any goods which remain the property of the Company in which event the Customer shall return the proceeds of such sale to the Company up to the amount of any sums then owing and due for payment by the customer to the Company and until so doing shall hold such proceeds of sale on behalf of the Company in such a way that they are kept separate and readily identifiable.

If the Customer

• has a bankruptcy petition issued against the Customer or
• goes into Liquidation whether voluntary or compulsory or
• makes an arrangement with the Customers creditors or
• has an administrator or administrative recover appointed over any of the Customers assets or
• recovers a written demand from the Company to pay overdue sums owed by the Customer

The Customer’s consent from the Company to do the acts referred to in Sub-Clause 24(b) shall determine and be deemed to have determined forthwith and the Customer shall not thereafter sell or use Goods belonging to the Company, save with the consent in writing of the Company until the Company has been paid in full in accordance with Sub-Clause 24(a)

The company may recover and dispose of any Goods in which the Company has retained the property under Sub-Clause 24(a) and upon happening of any of the events referred to in Sub-Clause

24(c) and the Company or persons authorised by the Company may for that purpose enter upon any premises owned or controlled by the Customer where such goods may be

The Customer agrees to store all goods that are property of the Company in such a way that they are readily identifiable as such and to make a note in its accounting records that the goods are the property of the Company.