TIMNEY FOWLER LIMITED

TRADE CONDITIONS OF SALE

• OUR CONTRACT WITH YOU

1. 1.1 These terms and conditions (“Terms”) apply to the order by you and supply of goods by us to you (“Contract”). No other terms are implied by trade, custom, practice or course of dealing.
2. 1.2 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

• TRADE ACCOUNTS

1. Applications for trade accounts will be considered after the receipt of two references from other trade accounts. Accounts will be opened at our discretion.

• PLACING AN ORDER AND ITS ACCEPTANCE

1. 3.1 Orders may be placed via our website at www.timneyfowler.com (“Site”) or via email at info@timneyfowler.com. If using our Site, please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (“Goods”) subject to these Terms.
2. 3.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it as it will be difficult to rectify mistakes at a later date. You are responsible for ensuring that your order is complete and accurate. We cannot accept cancellations for made up and non-stock items once the order has been processed. All other cancellation requests should be made in writing and will be accepted for stock items at our discretion.
3. 3.3 After you place an order, you will receive an email from us acknowledging that we have received it, and at this point the Contract is formed between you and us. We will send you a further email confirming that the Goods have been dispatched.
4. 3.4 If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

• OUR GOODS

1. 4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images. We therefore advise you to order a sample before placing an order.
2. 4.2 Our price list shows all current designs available. We reserve the right to remove any of our Goods from the list of those available or shown in the pattern books or to amend the specification of the Goods if required, without prior notice. Some designs not shown may still be available while stocks last or for a bespoke printing, please check with our customer services team.
3. 4.3 Our minimum fabric order is half a metre. Where the pattern repeat is greater than 1 metre and the print is such that we cannot cut the pattern, the minimum order is one pattern repeat unless the customer specifically asks for a lesser amount. When an order is received for such a pattern the order will be rounded up to the nearest pattern repeat. All width and pattern repeats are approximate.

• RECEIPT OF GOODS

1. Upon receipt of the Goods, always inspect them carefully to ensure they are correct in every respect. If you are in any doubt, please contract our customer service team BEFORE CUTTING, where the Goods are fabric or wallpaper. If you ask us to delivery to a third party, it is your responsibility to ensure that the Goods are received, correct and satisfactory. We recommend a sample be first sent to the recipient.
2. Where standard wallpaper has been ordered check that all rolls have the same batch number. Where wide width wallpaper has been ordered check as if it were fabric being used. When hanging all wallpaper, take note of the hanging guidelines on our Site.

• DELIVERY, TRANSFER OF RISK AND TITLE

1. 6.1 If delivery is required for the next working day, the order must be placed by 12 noon. Whilst we aim to organise prompt deliveries, any delivery dates given, whilst made in good faith are estimates only and not guaranteed. We cannot guarantee a delivery service provided by a third party. If we accept any variations to your order, this may render any previously quoted completion and/or delivery dates invalid. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (“Events outside our control”) for our responsibilities when this happens.
2. 6.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
3. 6.3 You must ensure that the delivery address given can accept the Goods at any time during normal working hours. If a delivery is attempted a card will be left and then it is your responsibility to re-arrange delivery. We reserve the right to charge for subsequent deliveries if this is required. Change of address of a delivery parcel that has left our premises will incur a 3^rd party charge to redirect it to the appropriate address. If you fail to take delivery after 3 attempts, we may resell part of, or all of the Goods.
4. 6.4 You own the Goods once we have received payment in full, including of all applicable delivery charges.
5. 6.5 Until title to the Goods has passed to you, you shall:
   1. 6.5.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
   2. 6.5.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
   3. 6.5.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
6. 6.6 Subject to clause 6.7 you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you do resell the Goods before that time:
   1. 6.6.1 you do so as principal and not as our agent; and
   2. 6.6.2 title to the Goods shall pass from us to you immediately before the time at which resale occurs.
7. 6.7 At any time before title to the Goods passes to you:
   1. 6.7.1 we may by notice in writing, terminate your right under clause 6.6 to resell the Goods or use them in the ordinary course of its business; and
   2. 6.7.2 require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

• PRICE OF GOODS AND DELIVERY CHARGES

1. 7.1 The prices of the Goods will be as quoted on our Site and/or our current retail price list at the time you submit your order and will state whether or not VAT is inclusive or exclusive. All prices are recommended retail and trade discounts are available to account holders. We take all reasonable care to ensure that the prices of Goods are correct however, please see clause 7.3 for what happens if we discover an error in the price of Goods you ordered.
2. 7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed. The price of the Goods does not include delivery charges which shall be advised on the pro forma or invoice.
3. 7.3 It is always possible that, despite our best efforts, some of the Goods on our Site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

• PAYMENT

1. 8.1 We reserve the right to invoice for Goods once they are ready to despatch. You shall pay each invoice submitted by us within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by us and time for payment shall be of the essence of the Contract.
2. 8.2 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our other remedies under this Contract or by law, we reserve the right to suspend or cancel any contract made with you and you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.2 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. Failure to comply with our payment terms as set out in these Terms may also result in your credit terms being withdrawn and, in some cases, your trade account closed.
3. 8.3 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

• RETURNS

1. All returns must be agreed with our customer service team first before they are sent back. If you wish to return Goods, please contact us and if appropriate we will arrange with you a collection and credit to your account once the Goods have been inspected. We do not accept returns of one roll of wallpaper or Goods which have cut or used. Returns should include all relevant paperwork that arrived with the Goods.

• OUR WARRANTY FOR THE GOODS
  1. Whilst every care is taken in the manufacture of the Goods, due to natural variations in yarns, fibres and dyes we cannot guarantee exact colour matching against pattern books, samples or between wallpapers and fabrics or materials from different production runs. In instances where colour matching is critical, we advise that a stock cutting be obtained from our customer service department prior to ordering. We cannot guarantee the Goods against fading even though they are colourfast. A residual shrinkage of approximately 5% should be accepted during dry-cleaning of fabrics. Please note that all slubs and knots are inherent in cloth and therefore they are not considered as faults.
  2. 10.2 Subject to clause 10.1, we warrant that on delivery and for a period of 12 months from delivery, the Goods shall:
     1. 10.2.1 conform in all material respects with their description; and
     2. 10.2.2 be free from material defects in design, material and workmanship.
  3. Subject to clause 10.1, if:
     1. 10.3.1 you give us notice in writing within 10 working days of receipt that some or all of the Goods do not comply with the warranty set out in clause 10.2;
     2. 10.3.2 we are given a reasonable opportunity of examining the Goods; and
     3. 10.3.3 if we ask you to do so, you return the Goods to us at your cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

1. 10.4 We will not be liable for breach of the warranty set out in clause 10.2 if:
   1. 10.4.1 you make any further use of the Goods after giving notice to us under clause 10.3;
   2. 10.4.2 the defect arises as a result of us following any drawing, design or specification supplied by you;
   3. 10.4.3 the Goods are treated by any process including flame-proofing and stain finishes;
   4. 10.4.4 you alter or repair the Goods without our written consent;
   5. 10.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
   6. 10.4.6 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
2. 10.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10. We do not accept claims for any making-up or installation charges or for replacement where no verification has taken place. Claims for wallpaper are limited to 1 roll that has been hung.
3. 10.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4. 10.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.