1.1 In these Conditions, unless the context requires otherwise:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Buyer” means the person or firm who buys or agrees to buy the Products from Leonie Saliba;
“Contract” means the contract between Leonie Saliba and the Buyer for the supply of Products in accordance with these Conditions;
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Leonie Saliba;
“Delivery Date” means the date when the Products are to be delivered, as specified by Leonie Saliba;
“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;
“Products” means the articles which the Buyer agrees to buy from Leonie Saliba;
“Leonie Saliba”means Leonie Saliba London, studio 3 A Mews, 103 Kilburn Lane, London, W10 4AN.
“Website” means www.leoniesaliba.com
1.2 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 writing or written includes faxes and e-mails.
2 Conditions applicable
2.1 These Conditions shall apply to the Contract and all other contracts for the sale of Products by Leonie Saliba to the Buyer to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document or which are implied by trade, custom, practice or course of dealing.
2.2 All orders for the Products shall be deemed to be an offer by the Buyer to purchase the Products pursuant to these Conditions. The Buyer is responsible for ensuring that the terms of the order submitted by the Buyer are complete and accurate.
2.3 All orders are subject to availability of the Products and orders shall only be deemed to be accepted when Leonie Saliba issues a written acceptance of the order (Sales Order), at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Leonie Saliba which is not set out in the Contract.
3 The Products
The Products are described in Leonie Saliba catalogue, brochures and on the Website and the quantity shall be set out in the Sales Order.
4 Delivery of the Products
4.1 Delivery of the Products shall be made to the Buyer’s address stated on the Sales Order on the Delivery Date which shall be a Business Day. Any dates quoted by Leonie Saliba are approximate only, and the time of delivery is not of the essence. The Products may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Products whenever they are tendered for delivery.
4.2 The Buyer shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Buyer's failure to provide Leonie Saliba with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. Leonie Saliba shall not be liable to the Buyer for late delivery or short delivery of the Products.
4.3 Leonie Saliba may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.4 The Buyer shall be deemed to have accepted the Products 24 hours after delivery to the Buyer.
4.5 Subject to clause 7.2, after acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the Contract and Leonie Saliba shall have no liability whatever to the Buyer in respect of those Products.
4.6 If the Buyer rejects any Products, the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Products or the failure by Leonie Saliba to supply Products which conform to the Contract.
5 Price and payment
5.1 The price of the Products shall be the price set out in Leonie Saliba's published price list in force as at the date Sales Order is issued by Leonie Saliba.
5.2 In the event that Leonie Saliba discover an error in the price of the Products before the Delivery Date, Leonie Saliba will inform the Buyer and give the Buyer the option to proceed with the order at the correct price or to cancel the order without any liability to Leonie Saliba. In the event Leonie Saliba cannot contact the Buyer, the order will be treated as cancelled.
5.3 Leonie Saliba may invoice the Buyer for the Products on or at any time after the Buyer places an order for the Products.
5.4 The price of the Products is exclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Buyer.
5.5 The price of the Products is exclusive of amounts in respect of value added tax (VAT). The Buyer shall, on receipt of a valid VAT invoice from Leonie Saliba, pay to Leonie Saliba such additional amounts in respect of VAT as are chargeable on the supply of the Products.
5.6 The Buyer shall pay all invoices in full and in cleared funds within the payment period specified on the invoices. Payment shall be made to the bank account nominated in writing by Leonie Saliba. Time of payment is of the essence. All bank charges are the responsibility of the Buyer.
5.7 If the Buyer fails to make any payment due to Leonie Saliba under the Contract by the due date for payment (due date), then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
5.8 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against Leonie Saliba in order to justify withholding payment of any such amount in whole or in part. Leonie Saliba may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by Leonie Saliba to the Buyer.
6 Title and risk
6.1 Title to the Products shall not pass to the Buyer until Leonie Saliba has received payment in full for the Products and any other Products that Leonie Saliba has supplied to the Buyer in respect of which payment has become due.
6.2 Until title to the Products has passed to the Buyer, the Buyer shall:
6.2.1 hold the Products on a fiduciary basis as Leonie Saliba's bailee;
6.2.2 store the Products separately from all other Products held by the Buyer so that they remain readily identifiable as Leonie's property;
6.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
6.2.4 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.2.5 notify Leonie Saliba immediately if it suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts; suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; enters into negotiation with any of its creditors with a view to rescheduling any of its debts; an administrator or liquidator is appointed or an order is passed for the winding up of the Buyer or any analogous event to those outlined in this clause 6.2.5;
6.2.6 give Leonie Saliba such information relating to the Products as Leonie Saliba may require from time to time;
but the Buyer may resell or use the Products in the ordinary course of its business.
6.3 If before title to the Products passes to the Buyer the Buyer becomes subject to any of the events listed in clause 6.2.6, or Leonie Saliba reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, without limiting any other right or remedy Leonie Saliba may have, Leonie Saliba may at any time require the Buyer to deliver up the Products and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.
6.4 Risk shall pass on delivery of the Products.
7.1 Leonie Saliba warrants that the Products supplied will at the time of delivery correspond to the description given by Leonie Saliba and are free from material defects in design, material and workmanship.
7.2 If the Buyer gives notice in writing to Leonie Saliba at firstname.lastname@example.org within 14 days of delivery of the Products that some or all of the Products do not comply with the warranty set out in clause 7.1, the Buyer may (at its own cost) return such Products (in the original packaging and with any delivery documentation) to Leonie Saliba at 3 Aston Mews, 103 Kilburn Lane London, W10 4AN. shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
7.3 Leonie Saliba shall not be liable for Products' failure to comply with the warranty set out in clause 7.1 if:
7.3.1 the Buyer makes any further use of such Products after giving notice in accordance with clause 7.2;
7.3.2 the Buyer alters or repairs such Products without the written consent of Leonie Saliba; or
7.3.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
7.4 Except as provided in this clause 7 Leonie Saliba shall have no liability to the Buyer in respect of the Products' failure to comply with the warranty set out in clause 7.1.
7.5 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to any repaired or replacement Products supplied by Leonie Saliba.
8 Limitation of Liability
8.1 Nothing in these Conditions shall limit or exclude Leonie Saliba's liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.1.4 defective products under the Consumer Protection Act 1987;
8.2 Subject to clause 8.1:
8.2.1 Leonie Saliba shall under no circumstances whatever be liable to the Buyer, 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
8.2.2 Leonie Saliba's total liability to the Buyer 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 Products.
9.1 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, recorded delivery, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first class post or recorded delivery, 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; or, if sent by fax or e-mail, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.2 Any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
9.3 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Leonie Saliba.
9.4 A person who is not a party to the Contract shall not have any rights under or in connection with it.
9.5 A waiver of any right or remedy under the Contract 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 preclude or restrict the further exercise of that or any other right or remedy.
9.6 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.