Conditions commerciales

• 1.1 Seller: Asiatic Carpets Limited, an English company no. 01332676, with registered office at Occ Estate, 105 Eade Road, London, N4 1TJ.
• 1.2 Customer: the person, being a business, whose Order is accepted by Seller. Where any order is placed by one person on behalf of, or for the benefit of, another person then "Customer" shall be construed accordingly.
• 1.3 Contract: the contract between Seller and Customer for the sale and purchase of the Goods in accordance with these Terms and any Order accepted by Seller.
• 1.4 End Consumer: a consumer customer of the Customer specified in an Order to be a recipient of Goods pursuant to Seller's drop-shipping service supplied to Customer.
• 1.5 Goods: the goods (including, without limitation, any instalment of the goods or parts for them) which Seller is to supply in accordance with these Terms and any Order.
• 1.6 Order: Customer's order for the Goods, in whatever form, detailing at least: (i) a description of Goods to be purchased in terms of quality, size and design; (ii) the number of Goods to be purchased; (iii) the address to which Seller should deliver the Goods or confirmation that Customer will collect Goods from the Seller; and (iv) any other details required by Seller (such as information about applicable INCOTERMS, costs for volume purchases etc.); all of which must be accepted by Seller in writing in accordance with Clause 3.2 before a Contract is formed.
• 1.7 Person: includes a reference to any individual, company, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporate).

These Terms of Business and the Seller's Claims and Returns Policy (as per clause 10) shall constitute the entire agreement between the parties relating to Goods (except for applicable additional terms imposed by Seller) and override and exclude any other terms stipulated by Customer.

• 3.1 An Order constitutes an offer by Customer to purchase Goods in accordance with these Terms. Customer is responsible to ensure that any Order is complete and accurate.
• 3.2 An Order shall only be deemed accepted by Seller when Seller issues a written acceptance of the Order (which may be by email), at which point the Contract shall come into existence.
• 3.3 Seller is not obliged to accept any Order.
• 3.4 A quotation for any goods given by Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
• 3.5 Customer warrants, undertakes and represents that they are a business and therefore a trade customer; and the Customer is entering into a Contract as such.

4.1 If requested by Customer, Seller shall arrange for delivery of Goods to Customer (or, subject to Clause 4.2, another party) but such delivery shall be at Customer's expense and risk unless otherwise agreed in writing by Seller.

4.2 At the request of Customer (as part of an accepted Order), Seller agrees to provide a drop-shipping service whereby Seller will deliver Goods directly to End Consumers at the addresses provided by the Customer. In respect of such drop-shipping service:

• 4.2.1 Seller shall use commercially reasonable endeavours to deliver the relevant Goods to a properly specified address within the agreed delivery timeframe.
• 4.2.2 Seller shall not be responsible for incorrect or incomplete delivery information provided by Customer or any End Consumer.
• 4.2.3 Delivery will be deemed completed when the relevant Goods have been delivered to the End Consumer address provided, or when delivery is attempted but cannot be completed due to circumstances outside Seller's control.
• 4.2.4 If the End Consumer is not present to accept delivery, Seller will: (i) leave a delivery notification at the address; (ii) retain the relevant Goods for a reasonable retention period (e.g. 7 days); and (iii) if redelivery is requested, additional delivery charges may apply and may be invoiced to Customer.
• 4.2.5 After a failed delivery and expiration of the retention period, Seller may, at its discretion: (i) return the undelivered Goods to Seller's premises and charge additional fees for return and restocking; or (ii) dispose of the undelivered Goods, subject to prior written notice to Customer.
• 4.2.6 Risk in the Goods shall pass to the Customer upon delivery to the End Consumer or upon the first failed delivery attempt or upon the circumstances specified in Clause 7.5 if earlier.
• 4.2.7 Without prejudice to Clause 6, Seller shall not be liable for any loss, damage, or delay caused by events beyond its reasonable control, including failed delivery attempts due to the absence of the End Consumer.
• 4.2.8 Customer shall provide accurate and complete delivery information for all End Consumers and shall notify Seller promptly of any changes.
• 4.2.9 Customer shall remain liable for all costs, charges, and fees incurred in connection with delivery, redelivery, or failed delivery of the Goods. Any sale of Goods to an End Consumer shall be by Customer; Seller merely provides a drop-shipping delivery service to End Consumers on Customer's behalf.
• 4.2.10 Customer shall indemnify and hold Seller harmless against any claims, losses, or liabilities arising from Seller's delivery to End Consumers, including claims related to incorrect delivery details or failure to accept delivery.
• 4.2.11 Either Seller or Customer may terminate the drop-shipping service with prior written notice of 7 days, subject to the fulfilment of any outstanding obligations under these Terms.

4.3 In respect of any delivery, whether or not pursuant to the drop-shipping service:

• 4.3.1 Seller will use commercially reasonable endeavours to meet any agreed delivery date but shall not be liable for failure to meet such date.
• 4.3.2 Seller has no obligation to provide any plant or machinery for the purpose of unloading Goods. If required to render assistance for unloading, such assistance will be at Customer's risk and Customer will indemnify Seller against all damage suffered consequent on such unloading.
• 4.3.3 All expenses, costs and charges incurred by Customer under a Contract and/or in relation to importation of Goods shall be paid by Customer.

• 5.1 Prices to be paid by Customer for Goods shall be as on Seller's published price list at the time the Order was submitted, exclusive of amounts for VAT, packaging, insurance and carriage (all of which shall be additionally payable where applicable).
• 5.2 Unless otherwise agreed in writing by Seller, Customer shall pay all Seller's invoices by payment in pounds sterling to Seller's bank account (as notified to Customer), within 30 days of date of invoice; without set-off or deduction.
• 5.3 Customers may pay in Euros or US dollars by prior written arrangement with Seller.
• 5.4 Where a Bill of Exchange is to be the instrument of payment it shall be properly accepted and returned within 14 days of issue unless a longer term has been agreed in writing. Seller reserves the right to change the payment terms at any time, when in Seller's opinion, Customer's financial condition or previous payment records so warrant.
• 5.5 Without prejudice to any rights and remedies which Seller has, if Customer fails to make payment when due: (i) Seller may invoice and Customer shall pay interest on the amount due until the date of payment at the rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (or any successor legislation); and (ii) Customer shall reimburse Seller's expenses including, without limitation, legal and recovery fees and the costs of collection.

• 6.1 Seller shall not be liable for loss, damage or expense suffered by Customer for delays in performance or non-performance due to unforeseen circumstances or due to causes beyond Seller's control which prevent or hinder performance.
• 6.2 Any date specified for delivery of Goods is intended to be an estimate and a time for delivery shall never be of the essence or made so.
• 6.3 If no delivery date is specified, delivery shall take place within what Seller regards as a reasonable time.

• 7.1 Notwithstanding delivery to Customer, title to, and property in, Goods shall remain with Seller until Customer has paid Seller or any third party nominated in writing by Seller the full price thereof. For the avoidance of doubt, title shall not pass until payment in full has been made of any negotiable instrument (including, without limitation, a Bill of Exchange) issued by Customer.
• 7.2 If, at any time, payment of monies due to Seller are overdue, Seller or its representative may enter Customer's premises and recover and dispose of Goods without liability to Customer.
• 7.3 Until such time as the property in Goods passes to Customer: (i) Customer shall hold Goods as Seller's fiduciary agent and bailee and shall keep Goods separate from Customer's and third parties' property and properly stored, protected and insured and identified as Seller's property; (ii) if required by Seller, Customer shall allow Seller or its representative access to Customer's premises to ensure that Goods are clearly identified as Seller's property; and (iii) Customer shall be entitled to re-sell or use Goods in the ordinary course of its business but shall account to Seller for proceeds of sale, insurance proceeds or otherwise of Goods and shall keep all such proceeds separate from Customer's/third parties' monies or property.
• 7.4 Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain property of Seller but if Customer does so, all monies owing by Customer to Seller shall (without prejudice to any other right or remedy of Seller) forthwith become due and payable.
• 7.5 Although property in Goods shall not pass to Customer save as provided above, Goods shall be at Customer's risk from date of Seller's invoice to Customer therefor.

8.1 Nothing in a Contract shall limit or exclude Seller's liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors; fraud or fraudulent misrepresentation; breach of the terms implied by s.12 of the Sale of Goods Act 1979; defective products under the Consumer Protection Act 1987; or any matter in respect of which it would be unlawful for Seller to exclude or restrict liability.

8.2 Subject to clause 8.1 above:

• 8.2.1 All conditions, warranties and other terms otherwise implied by law or otherwise, are, to the fullest extent permitted by law, expressly excluded.
• 8.2.2 Seller's liability to Customer in respect of Goods shall be limited to the price paid or payable for those Goods.
• 8.2.3 Seller expressly excludes, to the fullest extent permitted by law: (i) any liability for any indirect or consequential loss or damage incurred by Customer arising under or in connection with a Contract; (ii) loss of income or revenue; (iii) loss of business; (iv) loss of profits or contracts; (v) loss of anticipated savings; (vi) loss of data; (vii) loss of goodwill; (viii) loss arising from third party claims; (ix) wasted management or office time; and (x) liability for ex gratia payments; howsoever any of the foregoing may arise (and whether or not foreseeable); provided that this clause 8.2.3 shall not prevent claims for loss of or damage to Customer's tangible property other than the Goods.

• 9.1 Where Goods are sold to Customer on a sale or return basis, the Goods shall be returned to Seller by the date specified by Seller. If no date has been specified, Seller may at any time require the Goods to be returned in whole or part within a stipulated time period specified by Seller. Goods shall be returned at Customer's expense and risk.
• 9.2 Where Goods were sold on a consignment basis, the transaction shall in all respects be construed as a sale or return transaction. In respect of Goods returned, Seller is entitled to refuse to accept the return of Goods which are not in pristine condition. For Goods which are in pristine condition but which have been removed from their original packaging, Seller may charge Customer the cost of repackaging them.

• 10.1 When Goods are delivered Customer shall check them. In the absence of written notification of damage, defect or shortage noted on the consignment note at the time of delivery, such Goods shall be deemed to have been delivered intact.
• 10.2 Seller shall in any event be discharged from any liability in respect of matters in this clause 10 unless legal proceedings are issued and served on Seller within 6 months from the notification of intended delivery.
• 10.3 In respect of any claims (including, without limitation, returns) in respect of Goods, the Seller's Claims and Returns Policy shall apply and Customer shall comply with this (available at asiatic.co.uk/pages/returns-policy).
• 10.4 Seller reserves the right to alter the Seller's Claims and Returns Policy from time to time.
• 10.5 Subject always to clause 10.3 and to the Seller's Claims and Returns Policy: (i) Goods represented by Customer to be defective will, if Seller accepts that they are defective, be replaced if practicable; (ii) if Goods which Seller accepts are defective cannot be so replaced then Seller will refund the purchase price; and (iii) subject to the foregoing, Customer shall not be entitled to make any claim on Seller for loss, damage or expense arising directly or indirectly from such defects.
• 10.6 Subject always to clause 10.3 and to the Seller's Claims and Returns Policy, no claim for defective Goods damaged in transit, shortage of delivery or loss of goods will be entertained, unless a complete claim in writing is made to Seller within 7 days of: (i) notification of intended delivery for Goods damaged in transit, defective Goods, or cases of shortage; and (ii) the date on which such Goods should have arrived at their destination in the case of loss of Goods.

11.1Subject to applicable law, if Customer ceases to carry on its business, suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, admits inability to pay its debts or becomes insolvent, Seller shall have the right to terminate the Contract immediately and any outstanding orders shall be deemed to have been determined without prejudice to any right of Seller.

• 12.1 Any notice required to be given hereunder shall be given in writing by email or recorded delivery post to the address of each party notified in writing to the other or specified in an Order.
• 12.2 Seller's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
• 12.3 In the event of any conflict or discrepancy between these Terms and any other terms of business, these Terms shall prevail.
• 12.4 Seller's employees or agents are not authorised to make any representations concerning Goods unless confirmed by Seller in writing. In entering into a Contract, Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed.
• 12.5 If any provisions of a Contract are held to be invalid under any applicable law, they shall to that extent of that invalidity be deemed omitted.
• 12.6 If Customer fails to take delivery of Goods or fails to give Seller adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to Seller, Seller may: (i) store the Goods until actual delivery and charge Customer for the reasonable storage costs (including insurance); and/or (ii) sell the Goods at the best price readily obtainable and account to Customer for the excess over the Contract price or charge Customer for any shortfall below the Contract price.
• 12.7 Unless Goods are sold on a sale or return basis, Customer is not entitled to return Goods unless there is damage, defect or shortage as specified in Clause 9.
• 12.8 Customer shall keep the terms of a Contract, and any terms under which it does business with Seller, strictly confidential at all times.
• 12.9 Nothing in a Contract shall establish any partnership or joint venture between Customer and Seller nor constitute either the agent or employee of the other.
• 12.10 Customer shall not, without the prior written consent of Seller, assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with a Contract or any right, benefit or interest under it nor transfer, novate or sub-contract any of its obligations under it.
• 12.11 A person who is not a party to the Contract shall not have any rights under it.

13.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England shall have non-exclusive jurisdiction.