GENERAL TERMS AND CONDITIONS OF CONTRACT
- CEILING HEIGHT
Please ensure that your ceilings are a minimum of 7ft 6″ before ordering your fans as anything less than this is not recommended due to health and safety reasons. Also ensure that there is sufficient height for your fan as per the dimensions shown on the specifications tab. In case of any doubt please contact our sales line for advice and guidance.
These conditions shall apply to all contracts between: The Henley Fan Company Ltd (“the Company”) of Unit 1, 22 Harrison Close, Twyford, Berkshire, RG10 0LL, registered company no 07401225 and its Customer (“the Customer”) for the supply of goods ( “Goods” ) by the Company to the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer. If the terms and conditions of the Customer’s order are in any way inconsistent with or purport to vary or qualify these conditions the Company’s acceptance of the Customer’s order shall constitute a counter-offer upon the terms hereof. The Customer shall be deemed unless it raises any objection within five working days of receipt by the Customer of the Company’s confirmation of order (which receipt shall unless the Customer otherwise notifies the Company in writing be deemed to occur two working days after the date thereof) to have accepted the offer for the performance by the Company of the contract with the Customer in accordance with these conditions.
- ACCEPTANCE OF ORDERS
(A) Quotations and price lists issued by the Company do not constitute any offer to sell the Goods therein referred to and are merely invitations for an order subject to these conditions.
(B) Descriptions and technical information set down in the Company’s leaflets and catalogues are to present general information on the Goods and Services described in them and shall not form part of the contract between the Company and the Customer. Goods will be supplied to the Company’s current standard design and finish. The Company reserves the right to amend detailed designs and specifications from time to time.
- PRICES AND PAYMENT
(A) Orders are accepted by the Company on the basis that the Goods and/or Services will be supplied at the prices ruling at the date of dispatch and quoted prices may be amended accordingly. The Company reserves the right to alter the advertised/advised/published pricing at any time without notice in the case of an error or other unforeseen factors. Price lists will change from time to time and the web prices will be updated immediately. If for any reason a price has changed or is incorrect, and the Company becomes aware of it then it will advise you before proceeding with an order.
(B) Except where clearly stated any prices in the Company’s quotation or order acknowledgement exclude the cost of carriage, insurance and VAT and other taxes or duties all of which are payable by the Customer.
(C) Save where the parties have agreed other terms in writing signed by their duly authorised representatives invoices shall fall due for payment on the 30th day following the date of invoice provided that the granting of credit facilities has previously been agreed prior to order acceptance. The Company reserves the right to withdraw credit terms and the Customer may be required to pay for Goods or Services prior to delivery.
(D) The Company reserves the right (in addition to any other remedies) to charge interest on overdue accounts at the rate of 5% per annum above Barclays Bank Plc base rate from time to time. Failure to claim such interest immediately shall not prejudice the Company’s claim to such interest at a later date.
(E) Where Goods are delivered by installments each installment may be separately invoiced by the Company.
(A) The Company will endeavour to give the best possible delivery service but any estimated delivery dates quoted by the Company shall not form part of the Contract between the Company and the Customer. The Company will not, save as provided in (B) below, be under any liability for loss or damage resulting from any delay in delivery howsoever caused, or for non-delivery of Goods or Services arising from any circumstances beyond the control of the Company.
(B) All Goods shall be examined by the Customer on receipt. Notification of any Goods lost or damaged in transit must be given in writing by the Customer to the Company in the following manner:-
– Within 3 days of the date of receipt in the event that the Goods are damaged in transit or that the quantities of the Goods do not conform to the Advice Note accompanying the Consignment;
– Within 3 days of the date of receipt of the invoice in the case of loss in transit of the total Consignment.
Subject to the Customer’s notification within the aforesaid time limits (which must be strictly observed) and the Company’s acceptance of the claim notified by the Customer the Company shall if possible repair Goods damaged, or otherwise shall replace Goods lost or damaged, or at its option refund the amount of the value of such Goods as invoiced by the Company to the Customer, or give credit to the Customer against any amount then owing to the Company. The Company shall not be liable for any further claims for direct, indirect or consequential damage or loss and its sole obligations shall be the repair replacement refund or giving of credit as aforesaid.
- TITLE OR RISK
(A) The Risk in the Goods shall unless agreed otherwise pass to the Customer on delivery.
(B) Until the Customer has paid in full for the Goods, the Goods shall remain the sole and absolute property of the Company as legal and equitable owner.
(C) The Customer shall in the possession of the Goods act solely as bailee and fiduciary agent for the Company until such time as title in them has passed pursuant to (B) above.
(D) Until the title of the Goods has passed pursuant to (B) above:-
(i) – The Customer shall store and label them in such manner that they shall at all times remain separate from other goods in the Customer’s possession and be readily identifiable as the Company’s Goods;
(ii) – The Customer shall insure them to their full value and shall indemnify the Company for loss damage to or destruction of any of them and shall hold any insurance monies payable in respect of them in trust for the Company;
(iii) The Customer shall be bound to deliver them up to the Company on request or upon the Customer being declared bankrupt or if a Winding Up Order is made against the Customer. Additionally they shall be delivered to the Company if the Customer suffers the appointment of a Receiver Liquidator or Administrator, and for such purpose the Company may at any time recover them from the Customer and for the purpose of such recovery the Company’s servants and agents may enter upon land or buildings upon or in which the Goods are situated, and the Company shall have free and unencumbered rights to deal with Goods so delivered up or recovered free from any rights of the Customer to the Goods or the proceeds of sale thereof;
(E) Notwithstanding any purported appropriation by the Customer to the contrary the Company shall be entitled to appropriate any payment or payments for Goods made by the Customer to the Company for such Goods and account therefore as it shall deem fit.
(F) The provisions of this condition 6 shall apply notwithstanding that the Goods shall have been added to or incorporated in goods of the Purchaser and/or those of any third party provided that the Goods remain identifiable as discrete goods and that the process by which they have been added to or incorporated in the Purchaser’s goods is reversible but shall apply in relation only to the Goods themselves and not to the product of the mixing or incorporation.
- LIMITED WARRANTY
(A) The Company hereby warrants to the Customer subject to (C) below that if any defect of workmanship or materials in Goods is notified to the Company within 12 months of the date of delivery to the Customer and the defective Goods are returned (as provided by clause 8 below) to the Company promptly upon discovery of such defect , shall without charge repair the Goods shown to the satisfaction of the Company to be defective in workmanship or materials (and not as a result of misuse) or at its option replace such Goods or make refund of or give credit to the Customer against any amount then owing to the Company up to the amount of the value of such Goods as invoiced by the Company to the Customer. The Customer should in all cases contact the Company to inform them and where appropriate obtain an RMA no – see section 8 below.
(B) The Customer must ensure that the Goods returned are properly packed so as not to sustain any damage in transit. The Company will not accept responsibility under this warranty for damage which the Company reasonably considers to have occurred during such transit.
(C) The warranty given above is in addition to and does not affect or diminish the Customer’s legal rights. The warranty (save as stated in (d) below ) is subject to the following terms and conditions:-
(i) It is given and shall be accepted by the Customer in lieu of and to the exclusion of all guarantees conditions stipulations or warranties express or implied whether by Statute or otherwise save for the implied condition as to the Company’s title to the Goods.
(ii) Failure of Goods to match exactly the finish and design of other Goods previously supplied by the Company is not to be regarded as a defect for the purposes of such warranty as slight variations between batches do occur;
(iii) The Company shall not in any circumstances be liable to the Customer for any indirect or consequential loss or damage or for any claim against the Customer by any third party and the warranty given by the Company hereunder shall not be transferable to any person;
(D) Nothing herein shall exclude or restrict any liability of the Company for death or personal injury of any person resulting from negligence of the Company its servants or agents as defined in Section 1 of the Unfair Contract Terms Act 1977. Save as aforesaid the Company’s liability to the Customer, whether in contract or in tort, shall not exceed the sum of £1,000,000 in respect of any one claim or series of claims arising from the same act default or event. Where the Company is a reseller to business customers and as permitted under the Unfair Contract Terms Act 1977 excludes liability for claims regarding the quality or fitness for purpose of goods or otherwise which consumers can make under the Sale of Goods Act 1979.
Accept under section 9 below no Goods may be returned without the Company’s written consent. Goods authorised for return may only be returned under the following conditions:-
(i) The Goods must be packed in such a way as to arrive back at the Company’s premises in a saleable condition (which must be undamaged by parcel tape and by marker pen – Please wrap up the box in cling film or brown paper to protect it) without the incurring of expense by the Company.
(ii) The name and address of the Customer and name of contact must be enclosed inside the box.
(III) Items that have been installed and used cannot be returned.
(iII) The sender’s name and address must be clearly shown on the consignment without damaging the packaging. If faulty goods are to be returned to the Company the Customer must first obtain an RMA (Returned Merchandise Authorisation) from the Customer Services department. The RMA will be valid for 14 days and the Company will arrange for collection of the Goods, which must be complete and available for collection in their original packaging together with all accessories, screws, connectors, papers, cards and manuals. The Company will not accept any unauthorised returns which do not have an RMA.
(v) Faulty goods – If your product appears to be faulty on installation then please check the technical support pages on the website for guidance on how to troubleshoot. If this doesn’t resolve the issue then please contact the office who will assist in establishing the fault and options to remedy or fix it. Photos or a short video will help considerably in this process. If the fault still remains then we will send a replacement of the faulty part at our cost (in line with the Sale of Goods Act) or if we are unable to furnish a suitable replacement part we will provide a replacement item or equivalent and only if we cannot do this then a refund. We will require the customer to pay for this replacement and will refund it once we get the faulty one back. The Company will pay for the return carriage of the faulty goods only if the customer has accepted a replacement.
9. CUSTOMER RIGHTS TO CANCEL
Under the new Consumer Contracts Regulations, that became law in July 2014, where the Customer is not a business but a consumer then the Customer has a statutory 14 calendar days in which to cancel the order and for the goods to be returned in resellable condition at the Customer’s cost. The conditions are the same as in section 8 above but repeated here for clarity.
The Customer must retain all goods complete and take good care of them including the packaging and any manuals, installation devices or inserts. The goods must not have been used or installed or damaged in any way. The Company can arrange to collect the goods and an RMA number should be obtained (see section 8 above) so that the returned goods can be tracked. The cost of collection will be deducted from any refund made. Alternatively, at the Customer’s discretion, the Customer may return the goods but will be liable for any losses or damage incurred in transit. If the Customer wishes to return the goods themselves then they should be to the following address: The Henley Fan Company Ltd, Unit 1, 22 Harrison Close, Twyford, Berkshire, RG10 0LL. Please not that NO RETURNS WILL BE ACCEPTED WITHOUT AN RMA NUMBER.
Note that any damage to the packaging is likely to render the goods unresellable as new and so no refund will be made. The goods will only be of value to be sold as second hand and so will be returned to the customer at the customer’s cost or at the Company’s discretion a second-hand price offered. They should be carefully boxed up in the original packaging, checking that all the components, manuals, inserts etc . are there and carefully close the box so that it is not damaged. No sticky tape should be used directly onto the box nor anything stuck to it or written directly onto the box. The box should be wrapped in cling film or brown paper with the address label showing the sender stuck to this. When returning goods directly the Customer should use recorded delivery or some other suitably traceable and insured method since the Company is not responsible for items not received from the Customer.
The goods will be carefully checked, and if returned faulty then tested, on receipt and provided everything is complete and in order then a refund will be made within 14 days. The Company processes refunds on the 15th and 30th of the month. This right of cancellation does not extend to certain products such as second hand products, special offers or customised products.
- CUSTOMER PROPERTY
The Customer’s property and all property supplied to the Company by or on behalf of the Customer will be held worked on and carried out at Customer’s risk.
- INTELLECTUAL PROPERTY
(A) If Goods are prepared according to the Customer’s designs or specifications the Customer shall indemnify the Company against any claims or liability for infringement of any registered design, unregistered design right, copyright, patent trade mark, or other industrial property right in consequence of such supply and the Company shall have no responsibility for such infringement.
(B) In the event the Customer becomes aware of any registered design, unregistered design, right, copyright, patent, trade mark or other property right infringement claim concerning the Goods:-
(i) The Company must be notified promptly in writing by the Customer of any notice or intimation of such claim;
(ii) The Company may at its option assume sole control of the defence in any action on such claims and all negotiation for its settlement or compromise; and
(iii) Should the Company’s products become or in the Company’s opinion be likely to become the subject of a claim of infringement the Customer will permit the Company at its option to replace or modify the same so that it becomes non infringing and the Customer shall have no claim in respect of such replacement or modification.
- FORCE MAJEURE
The Company shall not be under any liability to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer attributable due to any cause our of its control (eg Acts of God, Fire, Flooding, terrorism etc) of whatsoever nature and no such failure or delay shall be deemed for any purpose of these Conditions to constitute a breach of contract.
Without prejudice to any other rights of the Company the Company may determine the contract governed by these Conditions if:-
(A) The Customer shall fail to take delivery of Goods when required to do so or shall after due warning commit or continue any serious breach of its obligations under any contract with the Company; or
(B) Any distress execution of other legal process is levied upon any of the Customer’s assets; or
(C) The Customer shall stop payment, make an arrangement or composition with its creditors (whether generally or pursuant to proposals made under Section 1 of the Insolvency Act 1986) or have a Resolution passed against it for its winding up or an administrative order made in respect of it or any liquidator or administrator receiver judicial administrator or receiver or manager appointed in respect of any part of its undertaking or assets.
In the event that the Customer shall fail to pay in full for Goods or Services or any separately-invoiced installments thereof by the due date or shall fail to pay by the due date for any other Goods or Services supplied to it by the Company then the Company shall be entitled without liability either:-
(i) To refuse to make any further deliveries of the Goods and suspend Services pending payment in full by the Customer of all monies and interest due and owing to the Company provided that such refusal shall constitute neither a repudiation nor a rescission of any contract between the parties and that the Company shall be and remain entitled to claim damages for the Customer’s breach or breaches of any contract on the basis that the Customer’s obligations are unaffected by such refusal; or
(ii) (In the event only of a failure to pay by the due date for the Goods or Services or an installment thereof) to elect to treat that failure as a repudiation of the contract for such Goods or Services justifying its termination by the Company without prejudice to any rights of the Company.
- REGULATORY AND OTHER APPROVALS
It is the responsibility of the Customer to inform the Company in writing of all regulatory or other standards that the Goods or Services must meet.
Any failure by the Company to enforce any of the contract terms shall not be construed as a waiver of any of its rights under these Conditions.
- ERRORS AND OMISSIONS
No contract shall be invalidated because of printing or clerical errors or omissions.
- APPLICABLE LAW
The proper law of all contracts between the Company and its Customers shall be under the English Law and Courts.