Terms & Conditions
1. Definitions, Interpretation and Application
1.1 'Seller' means Nadura Design Ltd.
1.2 'Buyer' means the person who buys or agrees to buy the goods from the Seller.
1.3 'Conditions' means the terms and conditions of sale set out in this document and any special terms adn conditions agreed in writing by the Seller.
1.4 'delivery Date' means the date specified by the Seller when the goods are to be delivered (if any).
1.5 'Goods' means any articles, including bespoke furniture and joinery, ordered by the Buyer from the Seller from time to time and may include any services forming part of the supply of those goods.
1.6 'Price' generally means the ex-works price for the Goods, as agreed between the Seller and the Buyer, and may include loading/packing, carriage, unloading/unpacking, and insurance if specifically agreed with the Buyer.
1.7 'Contract' means the contract between the Seller and the Buyer for the purchase of the goods.
1.8 'VAT' means Value Added Tax.
1.9 'Order' means an order placed with the Seller by the Buyer for the purchase of goods, also referred to as 'Project'.
1.10 'Consultation' means a meeting between the Seller and Buyer where elements of hte order are discussed and agreed upon.
1.11 'Service Agreement' is a document signed by the Seller and Buyer where initial elements of the project such as the type of product, time scale and service are defined.
1.12 'Design Approval' is a document signed by the Buyer and Seller finalising the design and technical specification sof the product before it goes to manufacture.
1.13 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms of conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
1.14 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to and subject to these Conditions.
1.15 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by an authorised signatory of the Seller.
1.16 Any typographical, clerical or other error or omission in any sales literature, estimate, invoice or other documentation issues by the Seller shall be subject to correction without any liability on the part of the Seller.
2. Ordering
2.1 The Buyer is responsible for ensuring that all applicable measurements and specifications provided are accurate.
2.2 Once items are in production no changes can be made. The order can be cancelled and a new order placed. However, this will incur some costs for the Buyer reltaing to expenditure on the original order.
2.3 It is the Buyer's responsibility to ensure that their order complies with all relevant building regulations.
3. Consultations and Sign-Off
3.1 Contact by the Buyer will result in a consultation over the phone or video conference between the Seller and Buyer. The nature of the service and product shall be defined at this consultation resulting in the Seller issuing an Estimate, Terms and Conditions and Service Agreement. the Buyer will be billed for any work(s) completed by the seller after the Service Agreement. Any changes to the specifications covered in the Service Agreement may result in an Estimate revision at the discretion of the Seller.
3.2 The Service Agreement includes but is not limited to, scheduled consultations, Terms and Conditions, acceptance of estimates, definition of product/service requested, initial design specifications and estimated date of Design Approval, completion and delivery where applicable. Depending on the nature and complexity of the project, the number of consultations can be altered by the agreement of the Seller and the Buyer.
3.3 At the agreed upon time the Design Approval shall occur wherein the seller shall provide the designs and technical specifications agreed upon. Once the Design Approval is completed, ammendments, alterations and cancellations will not be accepted. The Seller reserves the rights to make changes to the design without consultation of the Buyer to bring the designs in line with the relevant standards and technical specifications.
3.4 Unless agreed upon by the Seller adn Buyer all designs, drawings, literature, samples and technical data remain the copyright and propoerty of the Seller and the Buy is obligated to keep this copyright material confidential at all times.
4. Price and Payment
4.1 For bespoke services: the Price shall be as stated in the Seller's estimate provided that the Buyer accepts the seller's estimate within 30 days. The Price is inclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice. For online orders: the Price shall be as stated on the checkout page provided that the Buyer accept the amount and proceeds with purchase.
4.2 Unless otherwise agreed in writing, no estimate shall be subjet to any discount.
4.3 The Seller reserves the right, at any time before delivery, to alter the Price of the Goods resulting from changes in Delivery Dates, quantities, or specification requested by the Buyer, or from any instructions of the Buyer or from any failure by the Buyer to give the Seller adequate and accurate information or instructions.
4.4 The Price may be increased by the amount of any increase in the cost of any goods, services or matters including any change in curfrrently exchange rates affecting the cost of supply, production and/or delivery of the goods due to circumstances beyond the control of the Seller between the date of the contract and the date of delivery.
4.5 Payment of the Price and applicable loading/packing, carriage, unloading/unpacking, insurance and VAT, shall be due as 100% of Buyer's orders.
4.6 If the Buyer failts to make any payment on the due date then without prejudice to any of hte Seller's other rights the Seller may:
4.6.1 Suspect or cancel deliveries of any articles to the Buyer under any contract with the Buyer; and/or
4.6.2 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
4.7 Where there is a dispute on an invoice, the Buyer will pay to the Seller by the due date the undisputed portion of the invoice.
4.8 No order which has been accepted by the Seller, may be cancelled by the Buyer, except with the agreement in writing of hte Seller, and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges adn expenses incurred by the Seller as a result of cancellation.
4.9 Unless agreed in writing to the contrary, payment will be made by electronic funds transer or cheque and shall be made to the Seller address shown.
4.10 Continual disregard of the Seller's trading terms will result in credit faciliting being withdrawn or adjusted at hte discretion of the Seller without further notice to the Buyer.
5. The Goods
5.1 Subject to the following conditions, the quantitiy, quality and description of the Goods shall be as set out in the Seller's estimate (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
5.2 Where the Goods are manufactured or supplied in accordance with a description or specification provided by the Buyer, the Buyer shall be responsible for ensuring the accuracy and adequacy of the description or specification, adn for giving the Seller all necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
5.3 The Seller may from time to time make changes in the description or specification of the Goods which are required to comply with any applicable safety or statutory requiremetns or which do not materially affect the quality or fitness for purpose of the Goods.
5.4 Except where the Buyer is dealing as a consumer (as defined in teh consumer Protection Act 2007), all imploed terms, conditions and warrenties relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
5.5 Where any designs, patterns or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer wannants that the use of those designs, patterns or specifications for the manufacture, processing, assembly or supply of hte Goods shall not infringe the rights of any third party. The Buyer shall indemnify adn keep indemnified the Seller against any loss in respect of any proceedings or otherwise resulting from any infringement of any letters, patent, copyright, registered design, registered trademark, or any other protection subsisting in favour of any third part in any such pattern or specification.
6. Buyer Instructions and Corrections
6.1 Where verbal instructions are received from the Buyer, the Buyer's written order shall be deemed to interpret correctly the Buyer's instruction. The Seller will not be responsible for errors or omissions due to oversign or misinterpretation of these instructions.
6.2 The Seller may charge the Buyer for any extra work or cost caused by any variation or correction by the Buyer of his original instructions or by the Buyer's requiremetns being different from those originally submitted or described.
7. Delivery of the Goods
7.1 Delivery dates where applicable are given in good faith, by the Seller as an indication of the estimated delivery time but not not amount to a contractual obligation to deliver at hte stated time.
7.2 Deliver of the Goods shall be made, subject to the conditions, to the Buer's address or to an address reasonably specified by the Buyer or at the Seller's address if the Buyer collects the Goods. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are offered for delivery.
7.3 Any time or date specified for delivery is an estimate only and the Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of htem) promptly, nor shall delay or failure to deliver the Goods promptly entitle the Buyer to rescind the contract.
7.4 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for hte Goods in full provided that delivery shall be offered at any time within 3 months of the estimated delivery date.
8. Cancelled Orders and Amendments
8.1 Where an order is cancelled the Seller reserves the right to invoice all or part of the full price in accordance with the amount of work carried out on the order and costs incurred up to the time such cancellation is accepted by the Seller in writing.
8.2 Amendments, alterations or cancellations will not be accepted after design Approval and payment has been received.
8.3 The Buyer shall have no right of cancellation under the Consumer Protection Act 2007 other than in those circumstances specifically provided for in these terms and conditions due to the fact that the Goods are of a bespoke nature.
8.4 The Seller reserves the right to charge the Buyer for any late amendment or cancellation of any order that results in the Seller incurring costs.
8.5 Without prejudice to any terms and conditions contained herein, the Seller shall not be liable to the Buyer for any failure or mission on the part of the Buyer to check adn obtain (as appropriate or necessary) any planning permission and/or building regulation approvals and any other applicatble consents to third parties (by way of example and not invitation) including any convenants in title deeds and documents ("the Consents") and under no circumstances will be Buyer be entitled to return Goods to the Seller as a consequence of failure to obtain the Consents.
9. Quality, Claims, Liabilities and Warranty
9.1 Timber is a natural material, which is subject to changes in temperature and humidity. The Seller cannot accept liability for natural movement or distortion, warping, swelling or splitting which is caused by the item being exposed to extrememes of temperature or humidity, or if the item is not correctly stored, treated with due care and attention or fitted improperly.
9.2 Some items in photographs have been pre-finished and don't necessarily represent the exact colouring of hte wood. There will always be some variation not only between printed copy and the real product, but also between products photographed in different ligth conditions and wood of different ages and finish. thus, materials installed with natural colour variation will not be replaced at the cost of the Seller unless written consent is given by the Seller prior to installation.
9.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Byuer arising out a breach by the Seller of this contract or occasioned by errors or omissions in carrying out the work or delay in delivery due to any cause whatsoever including, but not limited to, the negligence of eompolyees, subcontractors, distributors, or agents of the Seller.
9.4 It is the responsibility of the Buyer to inspect the quality and conformity to description and specification of hte GOods on receipt of order, and no claim for return or alteration to agreed design specifications shall be considered by the Seller unless made in writing within seven (7) days of receipt; after seven (7) days, the order will be sent to manufacture and changes to the agreed upon specification may incur cost to the Buyer.
9.5 In the case of a defect arising after delivery resulting from timber movemetn, not caused by improper storage and temperature conditions, occurring within 3 months of deliver, the Buyer must notify the Seller in wriring within this persion and supply full details of the timber movement for replacement consideration.
9.6 The Seller will (at the Seller's discretion) rectify or replace any defective Goods or Goods that materially deviate from the description of specification available to them, or Goods that are faulty due to workmanship in manufacture, provided that they are notified strictly in accordance with the other conditions, and provided that the Seller shall be given reasonable access to the Goods to inspect them and rectify any such defects.
9.7 The Seller's liability in respect of Goods shown to be defective or which materially deviate from description or specification wil be limited to rectification or replacement in accordance with the above clause or clauses.
9.8 In the event of any breach of this contract by the Seller, the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
9.9 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatsoever to the Buyer in respect of those Goods.
9.10 The Seller shall in no circumstances be required to enter into negotiations iwth thurd parties with regard to alleged defects.
9.11 The Seller's employeers or agents, other that suitably trained and experienced personnel, are not authorised to make any verbal representations regarding the Goods. The Buyer confirms that it will not reply on any such representations for storage, installation, application, use or maintenance of hte Goods for any other purpose.
9.12 The seller shall not be help liable for any defect or damage caused by incorrect handling, storage, installation or subsequent use on the part of the Buyer or any third party.
9.13 Any repair work carried out or replacement units supplied within the given warrantly period under the terms of this warranty will also be covered by the same initial warrantly period.
9.14 when installation is not carried out by the Seller's personnel, it must be carried out in accordance with the Seller's current fitting instructions. Any installation not carrried out in accordance iwth these instructions will not be covered by any warranty.
9.15 Where the Buyer presents a valid claim in respect of the quality, condition of the Goods or their failture to meet the Contract specficiation then the full liability of the Seller shall be to replace the Goods free of charge or refund the Buyer the purchase price of the Goods only.
10. Ownership of the Goods
10.1 The Goods shall be at the Buyer's risk as from delivery.
10.2 Without prejudice to previous clauses adn in spite of delivery having been made, property of the Goods shall not pass from seller until no other sums whatever shall be due from the Buyer to the Seller.
10.3 Until property in the Goods passes to the Buyer in accordance wtih the above clause, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at not cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
10.4 In the case of an instance where by mutual agreement of the Seller and Buyer, the Buyer is purchasing and taking ownership of the designs, the Seller shall have no liability for the manufactured products produced by the Buyer and/or third parties.
11. Force Majeure
11.1 neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party,
11.2 Contracts and deliveries may be suspended by the Seller in the event of any strike, lockout, trade dispute, breakdown, riot, theft, crime, fire, tempest, civil disturbance, war, force majeure, legislation, the inability fo the Seller to procure necessary materials or articles due to any of the foregoing causes or any other occurrence preventing or retarding performance to the contract or delivery of work and no responsibility shall be attached to the Seller for any delay, default, loss or damage due to any of hte above causes or to any other cause beyond the control of the Seller.
12. Other Conditions
12.1 This contract is subject to the law of Ireland and the EU.
12.2 For the avoidance of doubt, nothing in these conditions hsall confer on any thurd party any benefit or the right to enforce any term conditions.
12.3 Unless expressly included in any estimate given by the Seller, VAT and any other taxes and duties relating to the supply of the Goods to the Buyer are not included in the price and shall be payable by the Buyer to the Seller in addition to the Price of the Goods at such rates as are prevailing at the date of the delivery of the Goods.
12.4 notwithstanding the specifications of the Buyer, the Seller reserves the right to refuse to sell Goods which do not completely comply with all safety adn statutory legislation.
12.5 Unless agreed upon by the Seller and Buyer all drawings, literature, technical specifications and samples provided by the Seller to the Buyer are the copyright of the Seller and the Buyer undertakes to keep all such copyright confidential at all times.
12.6 The Seller may waive any of these terms and conditions. Such a waiver shall not prevent subsequent enforcement, nor shall it be deemed to be a waiver of any subsequent breach.
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