Terms and conditions
As part of our service, we agree to provide you with information and other services that we may decide to offer, subject to the terms of this agreement. Upon notice published through the service, we may modify this agreement at any time. You agree and continue to agree to use our services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in the policies and guidelines outlined below.
In these Conditions
“Seller” means Na Di Studio Ltd and www.nadistudio.com
“Buyer” means the person/company/agent, whom places the order and purchases from us – Seller.
“Goods” means the articles or products offered for sale from Na Di Studio Ltd and www.nadistudio.com; any goods supplied in substitution for or in replacement to the Goods and services supplied or work done in connection with the Goods or with the said replacement substitute or additional goods.
Unless otherwise specifically agreed in writing by a director of the Seller, these conditions which supersede any earlier sets of conditions appearing on the Seller’s quotations or elsewhere shall override any terms or conditions stipulated or incorporated or referred to by the Buyer whether in the order or in any negotiations, and no verbal quotation or undertaking will be binding on the Seller. In the event of there being any inconsistency between the terms of any order placed by the Buyer and the Seller’s terms and conditions as set out below, the Seller’s terms and conditions shall prevail and the Buyer’s order shall be subject to them.
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.2 All size specifications are approximate only and shall not form part of the contract unless expressly so stated in writing by the Seller. Without prejudice to the generality of the foregoing, any such specifications are subject to such variations as may from time to time be made by the manufacturers of the Goods.
4.1 The Seller will (entirely at its option) replace or take back or refund the purchase price, or a fair proportion thereof, for any Goods ascertained and agreed by the Seller to be defective provided the Buyer shall have given written notice to the Seller of such defects within 28 days of receipt of the Goods (time being of the essence for the purposes of this sub-clause) but the Seller shall have no further liability of the Buyer.
4.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer or any third party for any direct or indirect loss whatsoever arising out of or in connection with the supply of the Goods or their use by the Buyer (including, for the avoidance of doubt, any economic loss, loss of profits, reputation, goodwill, use of interest services of employees or agents and anticipated savings or expenses), except as expressly provided in these conditions PROVIDED ALWAYS that if the Buyer notifies in writing the Seller (prior to the making of the contract) that the Buyer wishes the Seller to accept liability for consequential loss or damage and the Seller accept such liability the Seller shall have the right to increase any quoted price to reflect the increased risk and/or the cost of insuring against such risk.
4.3 No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or for the use under any specific conditions notwithstanding that such purpose or condition may be known or made known to the Seller.
4.4 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.4.1 Where Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1975) the statutory rights of the Buyer are not affected by these conditions.
5.1 The Buyer will:-
5.1.1 Examine products carefully within 48 hours of taking delivery;
5.1.2 Notify the Seller and carrier in writing within 7 days of taking delivery of any damage to Goods revealed by such examination and not caused by post or delivery and of any error in quantity of weight or description of Goods or that they were mixed with others not included in the contract;
5.1.3 Notify the Seller in writing within 7 days of date of the Seller’s invoice if Goods subject to such invoice have not been received. Failure to make any notification in accordance with paragraphs (5.1.2) and (5.1.3) of this condition, which such examination should have enabled the Buyer to make, shall constitute waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed or for non-delivery.
5.2 The Buyer acknowledges that the Goods may be end of line ranges and that the Seller may not be able to supply the full quantity of Goods as specified in the contract. Short delivery shall not entitle the Buyer to cancel the contract or to treat the Seller as being in breach of contract, but the Buyer shall only be liable to pay for Goods delivered.
5.3 A Buyer’s right under the Sale of Goods Act 1979 Section 35 to reject defective Goods will be lost if:-
(i) He intimates his acceptance to the Seller; or
(ii) He does anything after delivery which is inconsistent with the ownership of the Seller; or
(iii) He retains them for more than 7 days without intimating his rejection to the Seller.
The price of the Goods shall be the Seller’s quoted price. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Seller, which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instruction by the Buyer or failure of the Buyer to give the Seller adequate information or instructions. The price is exclusive of any applicable value added tax (VAT), which the Buyer shall be additionally liable to pay to the Seller.
7.1 The contract for sale of goods is will only start when Na Di Studio Ltd receives the signed order form from buyer and initial payment of 30% deposit.
7.2 With the exception of Goods purchased instantly online, The Seller shall be entitled to invoice the Buyer for all sums due under the contract on or at any time after delivery unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the amount due at any time after the Seller has tendered delivery of the Goods or (as appropriate) at any time after the Seller has notified the Buyer that the Goods are ready for collection. The Buyer shall pay the invoice for the Goods on delivery or on the terms as stated on the order form if longer, notwithstanding that delivery may not have taken place and the property of the Goods has not passed to the Buyer.
7.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
7.3.1 cancel the contract, suspend any further deliveries to the Buyer or insist upon prior payment in full for the Goods prior to making delivery thereof;
7.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
7.3.3 charge the Buyer 1% service charge per month (both before and after any judgement) on the amount unpaid, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
7.4 In the event of the Seller considering there to be a material change in the financial circumstances of the Buyer then the Seller shall be entitled to insist upon prior payment in full for the Goods prior to making delivery thereof.
8.1 The Seller shall not be obliged to make delivery until full payment has been made in respect of any outstanding accounts on any other contracts between the parties hereto.
8.2 Delivery of the Goods shall be made to the Buyer by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Each delivery shall be deemed to be a separate transaction.
8.3 Time is not the essence of contract and any time or date specified by the Seller as time at which or date on which the Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
8.4 The Buyer shall at the request of the Seller, supply the Seller with such details as are necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions, it shall not be entitled to withhold any payment related to such delivery and shall further indemnify the Seller against any consequential loss, damage or expense and after giving the Buyer 7 day notice of intention to do so, the Seller may cancel the intended delivery and sell the Goods to which such intended delivery related without prejudice to its rights to claim damages in respect of such breach of contract for any consequential loss or may store the Goods in a place of its own choosing at the expense of the Buyer.
8.5 Unless otherwise specifically stated, the Seller’s prices are quoted “free delivered” to the point of delivery (being within the United Kingdom) specified overleaf, save that where additional costs are incurred to meet special requirements of the Buyer subsequently notified to the Seller such additional costs will be charged to the Buyer. Additional charges for small orders or deliveries may be made.
8.6 The Seller’s liability, if any, in respect of failure to deliver the Goods in time or at all shall not in any event exceed the amount of any fall in the value of the Goods between the date when it should have been delivered and the dates on which it was in fact delivered or when the contract was terminated, as the case may be. In no circumstances (and whether or not involving negligence) shall the Seller be liable for any loss of profit or third party claims or consequential or other loss of whatever nature arising from such failure.
- RISK AND PROPERTY
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
9.1.1 in the case of Goods to be delivered to the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
9.1.2 in the case of the Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery of, and the passing of risk in, the Goods or any other provision of these terms and conditions, the property in, and legal title to, the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (including any interest thereon due under clause 7.2.3 hereof) and of all or any other moneys owing to the Seller by the Buyer under all contracts between the Seller and the Buyer together with any Value Added Tax (VAT) payable by the Buyer in respect of any such payment.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller premises, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time, the Buyer shall be entitled (subject to 9.4 and 9.5 below) to resell or use the Goods in the ordinary course of business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
9.4 The Seller may at any time revoke the Buyers power of sale by notice to the Buyer.
9.5 The Buyer’s power of sale shall automatically cease if a receiver is appointed over any of the assets or undertakings of the Buyer or if a winding up order is made against the Buyer or if the Buyer goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of creditors or makes any arrangement or composition with creditors or shall commit any act of bankruptcy or allows execution to be levied against its goods.
9.6 Upon determination of the Buyer’s power of sale, the Buyer shall place the Goods at the disposal of the Seller, who shall be entitled, using such force as is necessary, to enter any premises of the Buyer at any time, for the purpose of removing the Goods.
9.7 In the event of the Seller repossessing the Goods, the Buyer shall be liable to pay the difference between the price of the Goods and their value on repossession and in the event of the Seller being entitled to repossess the Goods but being unable to do so for any reason whatsoever the Buyer shall pay to the Seller the full price thereof.
- PATENTS, DESIGN, COPYRIGHT AND TRADEMARKS
The Seller shall not in any circumstances be liable for any loss, liability or expense suffered or incurred by the Buyer by reason of any use or resale of the Goods which constitutes an alleged or actual infringement of a patent, design, copyright or trademark, foreign or domestic vested in a third party.
- CANCELLATION OF THE CONTRACT
11.1 The Buyer may not cancel any order except with the written consent of the Seller and upon terms which will indemnify the Seller against all loss.
11.2 The Seller may refuse to supply Goods in the event of the Buyer committing any breach of the contract or any act of insolvency or if in the sole discretion of the Seller it appears to the Seller that the financial position of the Buyer has become unsatisfactory or impaired but such refusal shall not constitute cancellation of the contract.
11.3 If performance by the Seller of its obligations under this contract shall be hindered or prevented by industrial dispute, accident, breakdown of machinery, shortage of materials, exports or imports restrictions or any other cause whatsoever beyond the reasonable control of the Seller, the Seller shall be entitled by notice in writing to the Buyer to terminate or vary the contract but without prejudice to the liabilities of either parties accrued before the date of termination or variation.
- AUTHORITY OF THE BUYER
Any person being an employee or who holds themselves out in any way as an agent of the Buyer who places an order verbally or who signs a confirmation of order on the Buyer’s behalf shall be deemed to hold the authority of the Buyer so to do unless written notice to the contrary is received from the Buyer, such notice to be sent by recorded delivery post not later than 3 days after delivery.
The Buyer shall not without the written consent of the Seller assign the order or any part thereof.
Any notices given here under by the Seller may be served personally or left at the residence or place of business of the Buyer or may be sent by post in which case notice shall be deemed to have been received in the course of the post on the date of delivery if delivered by hand or two days after posting if delivered by post.
- PROPER LAW AND JURISDICTION
The terms and conditions of this contract shall be subject to and construed in accordance with English law and the English courts shall have exclusive jurisdiction in any dispute which may arise save that the Seller may institute and maintain proceedings in respect of the contract in any country.