1. DEFINITIONS
1.1 In these conditions the following expressions shall have the following meanings.
1.2 “Linmar” Linmar Interiors Limited and “Linmar’s premises” Taura House,Coppice Lane, Coppice Side Industrial
Estate, Brownhills, Walsall, WS8 7EX.
1.3 “Goods” any goods agreed in the Contract to be supplied to the Buyer by Linmar (including any instalment of
them).
1.4 “The Buyer” the person, firm or company with whom any Contract to sell goods is made by Linmar whether
directly or indirectly, through an agent or factor who is acting for or instructed by any such person, firm or
company or whose actions are subsequently to the contract ratified by the actual buyer, and
1.5 “Contract”, any contract between Linmar and the Buyer for the sale and purchase of the Goods, incorporating
these Conditions.
2. GENERAL
2.1 These Conditions shall be deemed to be incorporated into all contracts of Linmar to sell goods and any
variation to these Conditions and any representations about the goods shall have no effect unless expressly
agreed in writing and signed by a Director of the Company.
2.2 Each order for Goods by the Buyer from Linmar shall be deemed to be an offer by the Buyer to purchase Goods
subject to these Conditions.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation
of order, specification or other document will form part of the Contract. If in any particular case any of these
Conditions shall be held to be invalid or shall not apply to the Contract, the other conditions shall continue to
be in full force and effect
2.4 Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously
withdrawn it.
3. REPRESENTATION
3.1 Any statement, description, information, warranty, condition or recommendation contained in any catalogue,
brochure, price list, advertisement or communication made verbally by any of the agents or employees of
Linmar is solely for the purpose of giving an approximate idea of the Goods described by them. They will not
form any part of the Contract.
4. PRICES
4.1 The price payable for Goods shall, unless otherwise stated by Linmar in writing and agreed on its behalf, be
the list price of Linmar Interiors Limited current at the date of acceptance of the Buyer’s order. All prices are
exclusive of Value Added Tax and this will be charged at the appropriate rate.
5. ADDITIONAL COSTS
5.1 The Buyer agrees to pay for any loss or extra cost incurred by Linmar through the Buyer’s instructions, or lack
of instructions, or through the failure or delay in taking delivery, or through any act or default on the part of the
Buyer, its servants, agents or employees.
6. INTELLECTUAL PROPERTY
6.1 The Buyer shall indemnify Linmar against all costs, claims and damages, incurred or threatened arising out of
alleged infringement of patents, trade marks, registered designs of copyright occasioned by the manufacture
or sale of the Goods made to the specification or special requirements of the Buyer.
7. TERMS OF PAYMENT
7.1 Unless otherwise agreed, invoices are payable in full 30 days following the date of which Goods were invoiced
(the due date).
7.2 The Buyer shall not be entitled to exercise any set off, lien or similar right of claim or make any deduction from
payments due under the contract (other than pro forma invoices).
7.3 The time of payment shall be of the essence of the Contract.
7.4 When an account is not paid on the due date Linmar is entitled without prejudice to any other rights it may
have to charge the Buyer.
7.4.1 interest at 2% per calendar month on the total value of the overdue amount. The charge will be made
from the due date until the date of the payment for the overdue balance is credited to Linmars bank
account
2.2.2 an administrative fee of £50.00, and
2.2.3 any further costs incurred by Linmar in the collection of the overdue balance.
7.5 If the Goods are delivered in instalments, Linmar shall be entitled to Invoice each instalment as and when
delivery thereof has been made notwithstanding non-delivery of other instalments or other default on the part
of Linmar.
8. DELIVERY
8.1 Unless otherwise agreed in writing by Linmar , delivery of the Goods shall take place at Linmars premises.
8.2 All items or dates given for delivery of the Goods are intended to be estimates given in good faith but without
any responsibility on the part of Linmar . If no dates are specified, delivery will be within a reasonable time.
Time of delivery shall not be of the essence of any contract.
8.3 Subject to the other provisions of these Conditions, Linmar will not be liable for any direct, indirect or
consequential loss (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs,
damages, charges and expenses caused directly or indirectly by any delay in the delivery of the Goods (even
caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract
unless such delay exceeds 180 days after any estimate.
8.4 Where the goods are handled to a carrier for carriage to the Buyer or to a United Kingdom port for export, any
such carrier shall be deemed to be an agent of Linmar and not of the Buyer for all purposes.
8.5 Linmar shall not be liable for any non-delivery, partial loss or damage to the Goods occurring prior to delivery
or for any claim that the Goods are not in accordance with the Contract (even if caused by Linmar negligence)
unless claims to that effect are notified in writing by the Buyer to Linmar.
8.5.1 within 7 days of delivery for partial loss, damage or non-compliance with the Contract or
8.5.2 within 14 days of the date of the invoice for non-delivery
8.6 In the event of a valid claim for the non-delivery, partial loss, damage or non-compliance with the Contract,
Linmar undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under
any further or other liability to any person in connection with such non-delivery, partial loss, damage or noncompliance.
8.7 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and
ready for delivery, Linmar may at its sole discretion without prejudice to its other rights, store the Goods at the
risk of the Buyer and take all reasonable stops to safeguard and insure them at the cost of the Buyer, provided
that the buyer shall be immediately informed thereof.
8.8 The Buyer shall be obliged to accept delivery at any time before the Contract is determined or instalments
cancelled.
8.9 Linmar shall have the right to make delivery by instalments of such quantities and at such intervals as it may
decide any express provisions as to instalments in the Contract shall be in addition to and not in derogation of
this right.
9 RETURNS
9.1 Goods supplied in accordance with the contract cannot be returned without the written permission of Linmar.
9.2 Duly authorised returns shall be sent to Linmar premises. The Buyer shall bear all returns charges and a
handling charge based upon 15% of the original invoice value of the goods.
10 CARRIAGE
10.1 Unless otherwise agreed in writing the cost of delivery of the goods shall be borne by the Buyer.
10.2 Export orders shall unless otherwise agreed in writing be charged ex-works Linmars premises.
11 PASSING OF TITLE AND RISK
11.1 The ownership of and property in the Goods shall remain with Linmar until Linmar has received payment in
full (in cash or cleared funds) in respect of
11.1.1 all the goods; and
11.1.2 all other sums which are or which become due to Linmar from the Buyer on any account.
11.2 If all or any part of such payment is overdue or if the buyer is or becomes insolvent or a receiver is appointed,
Linmar may without prejudice to any other rights, recover and /or repossess the Goods or any of them so
long as they are identifiable and for the purpose of such recovery or possession. Linmar may enter upon any
premises where the goods are to effect recovery or possession.

11.3 Unless ownership of the Goods has passed to the Buyer, The Buyer must hold the Goods on a fiduacity basis
as Linmars bailee.
11.4 The Buyer may resell or use the Goods before ownership has passed to it solely on the condition that any sale
be effected in the ordinary course of the Buyers business at full market value. The Buyers right to possession
and sale of Goods shall terminate immediately if any of the events set out in clause 16 shall occur.
11.5 Linmar shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods
has not passed from Linmar
11.6 The Buyer grants to Linmar, its agents and employees, an irrevocable licence at any time to enter any premises
where the goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has
terminated to recover them.
11.7 The Goods are at the risk of the Buyer from the time of delivery
11.8 Upon any breach of Contract or refusal to take delivery on the part of the Buyer, the full contract price shall
become due and payable.
12. CONDITIONS AND WARRANTIES
12.1 Every description or specification of the Goods is given in good faith based on average results of standard tests
and the use of any such description or specification shall not constitute a sale by description. Linmar reserves
the right to amend the specification of any Goods as necessary.
12.2 Linmar warrants that (subject to the other provisions of these conditions) the Goods will
12.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1994; and
12.2.2 be fit for the purpose and conditions of use for which Goods of that description are generally sold by
Linmar as long as they are used in accordance with the care and use instructions given by Linmar.
12.3 Where specifications submitted by the Buyer differ from those of Linmar, then unless otherwise agreed in
writing signed by one of Linmar Directors, Linmar specification shall prevail.
12.4 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or result of
standard tests upon a sample furnished to the Buyer, it is hereby declared that such sample was so exhibited
and inspected or tested solely to enable the Buyer to judge for itself the quality of the bulk and not so as to
constitute a sale by sample the Buyer shall take Goods at its own risk as to their corresponding with the sample
or as to their quality, condition or sufficiency for any purpose.
12.5 Except where any purpose or condition is guaranteed as above, the Company shall be under no obligation to
test Goods prior to delivery.
12.6 All Warranties, conditions and other terms implied by statute common law (save for the conditions implied by
S12 of the Sale of Goods Act 1978) are to the fullest extent permitted by Law excluded from the Contract.
13 DEFECTIVE GOODS
13.1 Subject to Conditions 13.3 and 13.4, if any of the Goods do not conform with the warranties given in condition
12.2 then in substitution for all rights which the Buyer would or might have had but for these Conditions.
Linmar undertake as its Option to credit to the Buyer in full the price paid by the Buyer to Linmar for the
defective Goods or repair or supply free of charge at the place of delivery specified by the Buyer for the original
Goods a replacement of the Goods if manufactured by Linmar .
13.2 In the case of the Goods not of Linmar manufacture, Linmar will pass on to the Buyer any benefits obtainable
under any warranty given by Linmar Interiors supplier provided that the Goods have been accepted and paid
for by the Buyer
13.3 In order to exercise its rights under this paragraph, the Buyer shall inform Linmar within 7 days of the date
when such defect appeared or ought reasonably to have been discoverable and shall return the defective
Goods carriage paid to Linmar’s premises.
13.4 Linmar Interiors shall not be liable for a breach of any warranty in condition 9.2 unless Linmar Interiors is given
a reasonable opportunity of examining such Goods and the Buyer (if asked to do so by the Company) returns
such Goods to Linmar Interiors premises for inspection before they are cut or further processed
13.5 For any subsequent order, Linmar cannot guarantee a delivery from the same batch and therefore exact colour
matching.
13.6 Nothing herein shall impose any liability upon Linmar in respect of any defect in the Goods arising out of the
fair wear and tear or the acts, omission, negligence or default of the Buyer, its servant or agents or any third
party including in particular but without prejudice to the generality of the foregoing, any failure by the Buyer to
comply with any recommendation of Linmar Interiors as to storage and handling or use or care of the Goods.
13.7 Where the Goods are for delivery by instalments, any defect in any instalment shall not be a ground for
cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
13.8 No liability is accepted for any Goods, which have been subjected to, any further process or manufacture after
they have left Linmar s premises.
13.9 Linmar Interior shall not be bound in any way by any settlement between the Buyer and a subsequent owner of
the Goods nor by any survey or award as between the Buyer and a subsequent owner unless they have agreed
in writing to be a party to such settlement, survey or award.
13.10 Nothing herein shall have the effect of excluding or restricting the liability of Linmar for death or personal injury
resulting from its negligence.
14 CURTAIN FITTING
Unless we have in writing to the contrary all curtains will be fitted to the batton/frame, in the absence of a
batten/frame curtains will finish 100mm past the reveal on either side and 100mm past an unobstructed sill.
15 BUYERS DRAWINGS
15.1 Linmar shall not be liable for imperfect work caused by any inaccuracies in any design, bills of quantities or
specifications supplied or approved by the Buyer.
16 CONSEQUENTIAL LOSS
16.1 Linmar Interiors shall not be liable to the Buyer for any indirect or consequential loss or damage (whether
for loss of profits, loss tortuous act of business, depletion of goodwill or otherwise) for any costs, claims or
damage or expenses arising out of any … omission of any breach of contract or statutory duty calculated by
reference to profits income production of …such profit, income, production of … or by reference to accrual
of such costs, claims, damages or expenses … basis which arise out of or in connection with the Contract.
17 DEFAULT OR INSOLVENCY OF THE BUYER
17.1 If the Buyer shall fail to accept the Goods or any instalment thereof or shall fail to pay any sum due to Linmar at
the proper time or make default in or commit any breach of any other obligation or if any distress or execution
shall be levied on the Buyers property or assets or if the Buyer shall make or offer to make any arrangement
or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented
against him or ( if the Buyer is a Company) if any Resolution or Petition to wind up such company or the
granting of an administration order shall be passed or presented or if a Receiver of the whole or any part of
such company’s undertaking, property or assets shall be appointed, Linmar in its absolute discretion and
without prejudice to any other right or claim may determine wholly or in part any and every contract between
Linmar and the Buyer or may (without prejudice to Linmars right subsequently to determine the Contract for
the same cause should it so decide) suspend further deliveries of Goods until any defaults by the Buyer be
remedied.
17.2 Upon any event occurring as out in clause 16.1 all credit arrangements negotiated with Linmar shall terminate
and all amounts owing to Linmar shall become immediately due.
18 LIMITATION OF LIABILITY
18.1 The entire financial liability of Linmar to the Buyer for any loss or damage of whatsoever nature and howsoever
caused (including any liability for the acts or omissions of its employees, agents and subcontractors) shall be
limited to, and in no circumstances shall exceed the invoiced value of the Goods supplied (excluding VAT).
19 FORCE MAJEURE
19.1 Linmar Interiors shall be entitled to delay or cancel delivery reduce the amount delivered if it is prevented from
or hindered in, or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of
delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents,
war, fire, reduction in or or unavailability of power at manufacturing plant, breakdown of plant or machinery or
shortage or unavailability of raw material from its source of supply.
19.2 Linmar Interiors accepts no responsibility for losses resulting in directly or indirectly from force majeure.
20 SUBCONTRACTING
20.1 Linmar Interiors may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any
persons, firm or Company
21 PROPER LAW
21.1 The Contract shall in all respects be governed by English law and shall be deemed to have been made in
England and the Buyer and Linmar Interiors agree to submit to the exclusive jurisdiction of the English
Courts.