Terms & Conditions Terms & Conditions The customer’s attention is drawn in particular to the provisions of clause 9. Interpretation 1.1             Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6. Contract: the contract between Bentley Priory Linens and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from Bentley Priory Linens. Force Majeure Event: has the meaning given in clause 10. Goods: the goods (or any part of them) set out in the Order. Order: the Customer’s order for the Goods, as detailed over the internet, telephone or in person to a Bentley Priory Linens sales agent or employee (thereafter confirmed by email from Bentley Priory Linens to the Customer), as set out in the Customer’s purchase order form, the Customer’s written acceptance of Bentley Priory Linens quotation, or overleaf, as the case may be. Bentley Priory Linens: Bentley Priory Linens based in the UK Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Bentley Priory Linens. 1.2             Construction. In these Conditions, the following rules apply: 1.2.1        A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.2.2        A reference to a party includes its personal representatives, successors or permitted assigns. 1.2.3        Any reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.2.4        Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 1.2.5        A reference to writing or written includes e-mails. Basis of contract 2.1             These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.2             The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. 2.3            Bentley Priory Linens will confirm acceptance of the Order by sending an email to the Customer, at which point the Contract shall come into existence. 2.4             The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Bentley Priory Linens which is not set out in the Contract. 2.5             Any samples, drawings, descriptive matter, or advertising produced by Bentley Priory Linens and any descriptions or illustrations contained in Bentley Priory Linens website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. Goods 3.1             The Goods are described in Bentley Priory Linens website, catalogue or brochure as modified by any applicable Specification. 3.2            Bentley Priory Linens reserves the right to amend the specification of the Goods or the Specification if required by any applicable statutory or regulatory requirements. Delivery 4.1            Bentley Priory Linens shall ensure that each delivery of the Goods is accompanied by a delivery note, all relevant Customer and Bentley Priory Linens reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, 4.2            Bentley Priory Linens shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Bentley Priory Linens notifies the Customer that the Goods are ready. 4.3             Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location. 4.4             Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Bentley Priory Linens shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Bentley Priory Linens with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5             If Bentley Priory Linens fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Bentley Priory Linens shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Bentley Priory Linens with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Quality 5.1            Bentley Priory Linens warrants that on delivery, the Goods shall: 5.1.1        conform with their description and any applicable Specification; 5.1.2        be free from material defects in design, material and workmanship; and 5.1.3        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 5.1.4        be fit for any purpose held out by Bentley Priory Linens. 5.2             Subject to clause 5.3, if: 5.2.1         the Customer gives notice in writing to Bentley Priory Linens during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; 5.2.2        Bentley Priory Linens is given a reasonable opportunity of examining such Goods; and 5.2.3        the Customer (if asked to do so by Bentley Priory Linens) returns such Goods to Bentley Priory Linens place of business at the Customer’s cost, Bentley Priory Linens shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 5.3            Bentley Priory Linens shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: 5.3.1        the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; 5.3.2        the defect arises because the Customer failed to follow Bentley Priory Linens oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 5.3.3        the defect arises as a result of Bentley Priory Linens following any drawing, design or Specification supplied by the Customer; 5.3.4        the Customer alters or repairs such Goods without the written consent of Bentley Priory Linens; 5.3.5        the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 5.3.6        the Goods differ from their description the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 5.4             Except as provided in this clause 5, Bentley Priory Linens shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 5.5             The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 5.6             These Conditions shall apply to any repaired or replacement Goods supplied by Bentley Priory Linens. Title and risk 6.1             The risk in the Goods shall pass to the Customer on completion of delivery. 6.2             Title to the Goods shall not pass to the Customer until Bentley Priory Linens has received payment in full for: 6.2.1        the Goods; and 6.2.2        any other goods or services that Bentley Priory Linens has supplied to the Customer in respect of which payment has become due. Price and payment 7.1             The price of the Goods shall be the price set out in the Order, 7.2            Bentley Priory Linens may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 7.2.1        any factor beyond Bentley Priory Linens control (increases in taxes and duties); 7.2.2        any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or 7.2.3        any delay caused by any instructions of the Customer or failure of the Customer to give Bentley Priory Linens adequate or accurate information or instructions. 7.3             The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Bentley Priory Linens may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Bentley Priory Linens to the Customer. 8.Limitation of liability 9.1             Nothing in these Conditions shall limit or exclude Bentley Priory Linens liability for: 9.1.1        death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 9.1.2        fraud or fraudulent misrepresentation; 9.1.3        breach of the terms implied by section 12 of the Sale of Goods Act 1979; 9.1.4        defective products under the Consumer Protection Act 1987; or 9.1.5        any matter in respect of which it would be unlawful for Bentley Priory Linens to exclude or restrict liability. 9.2             Subject to clause 9.1: 9.2.1        Bentley Priory Linens shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 9.2.2        Bentley Priory Linens total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods. Force majeure Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. General 11.1          Assignment and other dealings. 11.1.1      Bentley Priory Linens may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 11.1.2      The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Bentley Priory Linens. 11.2          Notices. 11.2.1      Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier. 11.2.2      A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. 11.2.3      The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 11.3          Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 11.4          Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 11.5          Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms. 11.6          Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Bentley Priory Linens. 11.7          Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. 11.8          Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).