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Osmo Retail Terms and Conditions

The Customer's attention is drawn in particular to the provisions of clauses 4, 5 and 7.

1. DEFINITIONS

Conditions: the terms and conditions herein set out as amended from time to time in accordance with clause 10.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the customer named on the order.

Force Majeure Event: an event beyond a Party's reasonable control including industrial disputes, acts of God, war, terrorism, civil commotion, failure of energy sources or transport network, breakdown of plant or machinery, natural disasters, extreme adverse weather conditions, or default of suppliers or subcontractors.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form from our website.

Order Acceptance: the Supplier’s written acceptance of the Order.

Parties: the Supplier and the Customer.

Price: the price of the Goods referred to in clause 6.1.

Supplier: Woodex Ltd T/A Osmo UK.

Specification: a specification of the Goods described in the Supplier's catalogue, website provided that the Supplier may change or alter the shades, designs and dimensions of the Goods without notice to the Customer.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms of the Customer, or terms implied by trade, custom or course of dealing.

2.2 The Order constitutes an offer by the Customer upon these Conditions to purchase the Goods in accordance with the Specification.

2.3 The Customer is responsible for ensuring that the Order is complete and accurate and includes any applicable Specification.

2.4 The Order shall only be deemed to be accepted when the Supplier issues an Order Acceptance, whereupon the Contract shall come into existence.

2.5 The Contract constitutes the entire agreement between the Parties.

2.6 The description of the Goods given in any catalogue or from the website is for information purposes only and does not constitute a term of the Contract.

3. DELIVERY

3.1 A delivery note shall accompany each delivery of Goods showing the date of the Order, all relevant Customer and Supplier reference and code numbers, the type and quantity of the Goods, and any special storage instructions.

3.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the Parties may agree, deliveries can on occasion arrive on artic lorries and require access to your property, some streets managed by your local authority or council may require permission before these vehicles are permitted to deliver, there must be enough turning room for this type of vehicle or goods may be delivered as close as possible and your responsibility to secure and move the goods. Any time delays made by the customer may occur penalty charges which the customer will be invoiced and required to pay for.

(Delivery Location).

3.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. The Customer shall be responsible for offloading the Goods promptly.

3.4 Delivery dates quoted are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any failure or delay in delivery of the Goods to the extent that is caused by a Force Majeure Event.

3.5 If the Customer fails take delivery of the Goods, the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

3.6 No claims for damage in transit shall be made by the Customer after 24 hours following delivery.

4. QUALITY

4.1 The Goods shall accord with the Specification in all material respects and be fit for the purposes held out by the Supplier.

4.2 The Seller will, at its option, either supply replacement Goods or refund the Price, in respect of defects which appear in the

Goods within a period of 3 months after the Goods have been delivered provided that:

4.3 The Customer notifies the Seller in writing of the claimed defects immediately on their appearance; and

4.4 the Supplier is satisfied that the defects arise solely from the faulty design or materials and not because the Customer failed to follow the Supplier's instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same, nor as a result of fair wear and tear, or the Customer’s wilful damage, negligence; and

4.5 The Goods claimed to be defective are returned to the Seller.

4.6 These Conditions shall apply to any replacement Goods supplied by the Supplier, photographic images may be required on occasion.

4.7 The remedy provided in this Clause 4 is without prejudice to the other provisions of this Contract, including, without limitation, Clause 7 (Liability).

4.8 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

5. TITLE AND RISK

5.1 The risk in the Goods shall pass to the Customer on completion of delivery.

5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) of the Price and any other sums that are due or owing to the Supplier, whether or not delivery has been made.

5.3 Until title in the Goods has passed to the Customer, the Customer shall:

(a) Hold the Goods on a fiduciary basis as the Supplier's bailee;

(b) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(c) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery; and

(e) Give the Supplier such information relating to the Goods as the Supplier may require from time to time,

5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any event or procedure relating to its insolvency including liquidation or administration, or the Supplier reasonably believes that any such event or procedure is about to occur and notifies the Customer accordingly, then, provided that the Goods have not been resold, the Supplier may, without limiting any of its other rights or remedies, at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6. PRICE AND PAYMENT

6.1 The price of the Goods shall be the price set out in the Supplier's published price list in force as at the date of delivery or as otherwise agreed from time to time with the Customer.

6.2 The Price is exclusive of the costs and charges of transport and delivery, which shall be invoiced to the Customer.

6.3 The Price is exclusive of value added tax (VAT) chargeable on the supply of the Goods, which the Customer shall pay to the Supplier on receipt of a valid VAT invoice from the Supplier.

6.4 The Customer shall pay the full amount of the order before any order is placed, the goods will not be delivered nor ordered until full payment has been received.

6.5 Interest shall be payable on any overdue invoice at the rate of 4% per annum above the Lloyds Bank plc. base rate from time to time. Such interest shall accrue on a daily basis from the due date of the invoice until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. (This is only referred to in clause 3.2)

7. LIABILITY

7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), for fraud or for any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

7.2 Subject to clause 7.1:

(a) The Supplier 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

(b) the Supplier's 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.

8. 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, provided that such Party notifies the other Party in writing of such circumstances as soon as it becomes aware of their occurrence.

9. NOTICES

Notices or other communications given in connection with the Contract shall be in writing, addressed to the relevant Party’s registered office (if it is a company) or principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing for the purposes of 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 so delivered shall be deemed to have been received at 9.00am 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.

10. VARIATION

Except as set out in these Conditions, any variation to the Contract shall only be binding when agreed in writing and signed by the Supplier.

11. GOVERNING LAW AND JURISDICTION

The Contract and any dispute or claim arising out of or in connection with it (including non-contractual matters), shall be governed by and construed in accordance with English law. The Parties irrevocably submit to the exclusive jurisdiction of the English courts.