1.             General

1.1           “The Seller” means Karisma Design Ltd, registered at 20 – 22 Wenlock Road, London, N1 7GU and trading out of Courthill House, Water Lane, Wilmslow, SK9 5AP.

              “The Buyer” means the person, company, or firm by whom the goods are purchased and/or to whom the services are supplied.

               “The Goods” means the goods subject of the contract or contracts to which these conditions apply.

               “The Order” means the Buyer’s acceptance of the Seller’s quotation.

               “The Services” means the services (including without prejudice to the generality of the foregoing installation work) the subject of the contract or contracts to which these conditions apply.

1.2           Unless otherwise expressly agreed in writing by the Seller, every sale of goods and supply of services by the Seller shall be subject to these conditions to the exclusion of any other terms.

1.3           No officer, employee or agent of the Seller has authority to contract on any conditions other than these nor to amend, waive or vary these conditions or make any binding representation or warranty in respect

               of the goods and/or services otherwise than in writing with the express authority of the Seller.

1.4           The Seller’s representative shall supply an acceptance slip to the Buyer, which shall be signed by the Buyer at that time as required.

1.5           Headings employed in these Conditions are for convenience only and shall be disregarded in construing the same.

2.            Descriptions of Goods and Services

2.1           Except as otherwise agreed in these conditions, all drawings, designs, descriptive matters, samples, specifications, catalogues, brochures, photographs, technical literature and advertising matter are published or

               issued for the sole purpose of giving an approximate idea of the goods or services described in them and no information in any of them or any other document whatever apart from the Sales Order confirmation

               shall form part of the contract and the Seller shall not be liable for any inaccuracies or omissions contained therein.

3.            Delivery and Carrying out of Services

3.1           Times and dates quoted by the Seller for delivery of goods and completion of the services are intended as an approximate estimate only and time of delivery or completion of services shall not be of the essence

               of the contract.

               Every endeavour shall be made to adhere to such times or dates, but the Seller does not give any other undertaking in that regard and the Seller shall not be liable for any delay in the delivery of the goods or

               in the completion of the services howsoever caused.

3.2         If for any reason the Buyer fails to accept delivery of the goods or the performance of the services, the Buyer shall remain liable to pay the price for the goods and the services with interest at the times and at

              the rate specified in these conditions.

3.3         The carrying out of any services may be discontinued if the Buyer fails to meet their financial undertakings at any time in respect of the Seller’s Orders and invoices.

3.4         The Seller reserves the right to withhold goods from delivery should the payment for such goods not be available at the time of delivery as requested.

3.5         The Seller reserves the right to discontinue the carrying out of any services at such time as the Seller should a payment not be made at the time of request.

4.            Force Majeure

4.1           If events beyond the Seller’s reasonable control prevent or hinder the Seller from delivering the goods and/or performing the services in accordance with the contract the date or dates for delivery and/or

              performance shall be extended by the period of delay caused by such events.

5.           Price

5.1          The price of the goods and services shall be the Seller’s quoted price exclusive of Value Added Tax as confirmed in writing by the Seller’s representative.

6            Payment and Cancellation

6.1          Unless otherwise agreed by the Seller in writing, the price for the goods, services and any charges payable shall be due on demand either by written notification or by invoice, and payable by remittance received

              no later than 7 days following the written demand or invoice date even if that delivery may not have taken place and the property in the goods has not passed to the Buyer.

6.2         Time for payment shall be of the essence.

6.3         Interest shall be charged by the Seller at 4% over the base lending rate as published by Royal Bank of Scotland Plc. per annum or at the statutory rate prescribed by H. M. Courts and Tribunals Service whichever

              is the greater for the time being in force of on all sums overdue for payment from the date payment was sought as well before as after judgement added daily.

6.4         The Buyer shall pay the price of the goods and services and all charges due hereunder without any deduction whether by way of set-off counterclaim or otherwise.

6.5         Should the Buyer wish to withdraw from the sale of goods, the Seller will undertake to issue a full refund within the 14-day cooling off period.

              The statutory rights of the Buyer are unaffected. After that cooling off period, The Seller reserves the right not to refund any monies against goods that have been ordered and manufactured to a specification

               for the Buyer’s sale. The Seller reserves the right to deliver any goods that are in stock and available that have been ordered against the Buyer’s sale and deduct the agreed cost from any refund that would be due.

              Any other goods that can be, will be refunded less any of the Seller’s suppliers’ cancellation and / or re-stocking fees incurred to be advised at the time. The statutory rights of the Buyer are unaffected.

7.            Damages or Defects

7.1           Save as otherwise specified in these Conditions, the Seller guarantees the services and the goods for a period of one year from completion of the services. Within this period the Seller will repair or replace

               (at the Seller’s option) any units or parts which under normal or proper use develop a fault due to defective materials or installation but excludes liability for damage from structural or other defects.

7.2          This does not affect the Buyer’s right to an extended period of guarantee on any goods whereby the manufacturer of those goods concerned offers an extended warranty period on a specific item.

7.3          The Seller accepts no liability under the guarantee for fair wear and tear, abuse or accidental damage.

7.4          Subject as expressly provided in these conditions and except where the goods and services are supplied 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.

7.5          Where the goods and/or services are provided under a consumer transaction (as defined by the Consumer Transactions (Restrictions on statements) Order 1976) the statutory rights of the Buyer are not affected

               by these Conditions.

8            Title and Risk

8.1          Property in the goods shall not pass to the Buyer until the price of the goods and services and every other sum whatsoever which is due from the Buyer to the Seller is received by the Seller in cash or

              cleared funds.

8.2         Condition 8.1 shall apply even if the goods have been affixed to or incorporated in real or other property.

8.3         At any time before the property in the goods shall have passed to the Buyer the Seller may by notice in writing to the Buyer determine the Buyer’s right to use the goods. The Buyer shall immediately at its own cost

              return the goods to the Seller and shall cease to be in possession of the goods without the consent of the Seller. At any time after giving of such a notice, the Seller may enter upon any premises where the goods

              are or are reasonably believed to be and may remove the goods.

8.4        The goods are at the entire risk of the Buyer from the time of delivery.

9           Delivery by Instalments

9.1          Where more than one item of goods is included in any order, the Seller shall be entitled to make delivery by instalments.

9.2         In such cases any delivery dates shall be deemed to be estimates and remaining instalments shall be within a reasonable time of the first instalment.

9.3         The contract shall be construed as a separate contract in respect of each instalment.

10          Intellectual Property

10.1        The Buyer shall not use the goods or any specifications, designs or drawings or any other information supplied by the Seller for the purpose of designing or manufacturing or installing identical goods without

             the Seller’s prior written consent.

11          Waiver

11.1        Any failure by the Seller to exercise any rights under these Conditions shall not constitute a waiver or prevent subsequent exercise of such rights.

12         Severability

12.1       If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other of the other provisions of these Conditions shall not be

            affected thereby.

13         Notice

13.1       Any notice required to be given or served by either party under these Conditions shall be in writing addressed to the other party at its principal place of business (Courthill House, Water Lane, Wilmslow, SK9 5AP) but

            not at its registered office address, or such other address as may at the relevant time have been notified to the party giving the notice.

14         English Law

14.1       These Conditions and their construction shall be governed by English law and the Buyer and the Seller shall submit to the jurisdiction of the English Courts.