Rustic Dining Table, leg no.4

 1 GENERAL

 1.1. These Conditions of Sale (the Conditions) apply to all contracts for the sale of goods and/or the supply of services entered into by Urban Salvation Private Limited (Company). The Conditions apply in preference to and supersede any terms referred to, offered or relied on by either party whether in negotiations or at any stage in the dealings between the Company and the Client with reference to the Goods and/or the Services. Nor will the Company be bound by any standard terms furnished by the Client in any of its documents.

1.2. The terms defined in the Order Form shall apply to these Conditions, which are subject to any Special Terms stated in the Order Form.

1.3. This contract constitutes the entire agreement between the parties relating to its subject matter, and supersedes any previous agreement between the parties relating to that matter. Each party acknowledges that it has not entered into the contract on the basis of, and does not rely on, any representation, warranty or other provision that is not expressly included in the contract. The contract may only be varied in writing. No delay or omission of either party in exercising any right or remedy in whole or in part shall be construed as a waiver of it, or operate so as to limit or preclude any further or other exercise of it.

 2 GOODS

 2.1. All descriptions of the Goods are given by way of identification only and the use of any such description shall not constitute a sale or description. Urban Salvation maintains a policy of continuous product improvement, and reserves the right to alter specifications at any time before delivery.

2.2. If a sample of the Goods has been exhibited to and inspected by the Client the contract shall not constitute a sale by sample.

2.3. Subject as above, Urban Salvation will not accept returns of any Goods except if they are found to be materially different from those ordered, of defective workmanship or of a significantly lesser quality than that specified by the Company in writing or subsequent to the Order Form, only upon notification by the Client within 7 days of delivery. The Client is to be made known that all Goods are hand-made products of Urban Salvation, and slight imperfections are inevitable.

 3 SERVICES

 3.1. Any services described in the Order Form shall be provided by the Company to the Client at the Price specified for those Services in the Order form or as may be agreed between the Company and the Client, failing which the Company’s usual rates for such services shall apply.

3.2. Where the exact specification of the Goods, or of goods to be supplied by a third party in relation to which the Company is providing the Services, remains to be determined, the Client shall provide as soon as possible all detailed specifications, measurements and descriptions of its requirements as the Company may require, to the Company or as it may direct.

Following receipt of the Client’s instructions in relation to the proposal, the Company shall prepare a fresh proposal, if necessary, or shall proceed with the provision of the Services and/or supply of the Goods as ordered.

3.3. The Company will only be liable in respect of installation work carried out by itself, its employees but will not be so liable in any case where there are direct contractual relations between the Client and an installing party other than the Company. In any event the Company’s liability for installation work shall be limited to the correction of any failure to use reasonable skill and care and liability for any death or personal injury caused by the negligence of persons in respect of whom the Company is vicariously liable. The Client shall:

3.3.1. Be responsible for the safety of the personnel of the Company or of its sub-contractors whilst on the Clients premises

3.3.2. comply with all relevant statutory requirements

 4 DELIVERY

 4.1. The estimated processing time for Customized Orders is eight to twelve weeks. The Company is required to inform the Client on the progress of the Goods and if any such delay may occur in delivery. The estimated processing time for in-stock Orders is three-five days after the issuing of the e-invoice to the Client.

4.2 A delivery charge of $50-$80 per trip is applicable.

4.3 The Company will deliver the Goods to the Delivery Address (Mon-Fri 9am–5pm) by any method of transport at the Company’s option and shall, if included in the Services, install them or arrange for their installation there. The Client shall pay any applicable delivery charge incurred by the Company, which shall be added to the Price as stated in the Order Form. The Company may make part deliveries if requested by the Client.

4.4. If a Delivery Date is specified the company will aim to despatch the goods by then, but does not guarantee to do so. The Delivery date will be communicated to the client upon arrival of the Goods in the Urban Salvation warehouse. Time of delivery shall not be of the essence of the contract.

4.5. The Company shall not be liable for any damage, loss, the non-delivery or shortage suffered by the Goods whilst in transit unless the Client gives written notification of the claim to the company within 7 days of delivery, or within such time as the Company may notify to the Client is sufficient to enable the Company to comply with its carrier’s requirements for claims.

4.6. The Company shall not be liable for any non-delivery of part of any consignment of the Goods unless the Client gives written notification of the claim to the Company within 7 days of delivery of the rest of the consignment.

4.7. If any delay is caused by the Client then the Client will be liable for any additional storage / warehousing. If delivery is delayed by any cause beyond the reasonable control of the Client, a reasonable extension of time for delivery shall be granted by the Company. The Client shall pay such reasonable extra charges as shall have been occasioned by the delay. Alternatively, the Company may cancel the Contract, in which case it shall refund to the Client in full the amount of the Price paid to date.

4.8 If the goods are left in the care of the Urban Salvation warehouse due to any cause beyond the reasonable control of the Client past the pre-determined delivery date, a storage fee is applicable at $250/month for the first three months of storage, in which the rate will increase by 10% with each month after the initial three-month period.

 5 PRICE

 5.1. Any price(s) stated in the Order Form or otherwise notified by the Company or agreed by the parties are based on costs currently prevailing in respect of the Goods and/or Services stated. Any increase in prices due to the Client’s requirements/requests shall be paid by the Client and will be communicated before any changes to the Goods are made during production. Any increase in prices due, in the opinion of the Company, to a material increase in costs to the Company may, at the Company’s sole discretion, be passed onto the Client by an increase in the price.

5.2. A material increase in costs for the purposes of this clause shall include all and any costs incurred by the Company in providing the Goods and Services to the Client; including where appropriate relevant import tariffs, duties and other costs.

 6 PAYMENT

 6.1. Payment terms are as stated in the order form. Unless otherwise specified in the order form, a deposit of 50% of the estimated total price, is payable upon placement of the order before the production of the Goods ordered by the Client. The balance of the actual price is payable within 14 days of delivery of the goods supplied.

6.2. If payment of the Price or any part of it is not made by the due date, the Company shall be entitled to charge interest on the outstanding amount, (both before and after any judgement) at the rate of 3% per annum.

 7 RISK AND TITLE

 7.1. The risk in the Goods shall pass to the Client upon delivery.

7.2. The title to the Goods shall not pass to the Client until the Price, and any other indebtedness of the Client of the Company, has been paid in full.

7.3. Until then the Client shall:

7.3.1. Hold the Goods in a fiduciary capacity as the Company’s bailee;

7.3.2. store the Goods separately, so that they may be readily identified as the Company’s property;

7.3.3. adequately insure the Goods;

7.3.4. upon demand, return the Goods to the Company or allow the Company access to any premises where they may be stored in order to recover them; and

7.3.5. not resell the Goods, except in the ordinary course of its business, in which case it shall hold the proceeds of sale upon trust, pay them into a separate identified account, and account to the Company for them upon demand.

 8 INTELLECTUAL PROPERTY RIGHTS

 8.1. All design right, copyright, patent rights and other intellectual property rights in all designs, drawings, goods or documents produced or supplied by the Company shall be owned by the Company, even if they have been commissioned by the Client.

8.2. The Client shall not remove, alter, deface or tamper with any of the trade or other marks, names or numbers affixed to or marked on the Goods, or allow anyone else to do so, unless both Company and Client come to an agreement for the exchange of the design/draft renders only to the Client for their own perusal, for a rate of $200 per draft render. Technical Drawings owned by the Company cannot be handed over to any third parties in respect of infringement of their intellectual property rights.

8.3. Any such rights in any such things produced, supplied or made available by the Client shall remain the property of the Client, and the Client warrants its title to them to the Company, except as expressly disclosed in writing, and agrees to indemnify the Company against any claims by third parties in respect of infringement of their intellectual property rights.

 9 CANCELLATION

 9.1. The Company may cancel this contract with immediate effect by giving the Client notice in writing if:

(a) the Client fails to pay any amount due under the contract on the due date for payment;

(b) the Client commits a material breach of any term of the contract;

(c) the Client’s financial position deteriorates to such an extent that in the Company’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2. The Client may cancel the Contract by notice in writing to the Company before production of the Goods. As the Goods are manufactured to the Client’s order by the Company, the Client accepts that the Company might not be in a position to sell the Goods to a third party. The Company, shall, however, use reasonable endeavours to mitigate its losses. The Company may charge the Client a 5% administration fee and all reasonable costs to include, but not limited to, the price for the Goods, loss of profit, handling, storage and disposal of the Goods.

9.3. If the Goods have been delivered, the Client may not return any Goods which comply with the contract unless the Company agrees to accept the return of the Goods within 7 days of delivery. In such a case, the Client shall pay all costs of return of the Goods and a cancellation fee which charged at the reasonable discretion of the Company according to the loss suffered by the Company.