Stevan Saville Ltd.

Business Terms & Conditions

The Terms and Conditions below constitute the entire Agreement between the parties and succeed any previous agreements, warranties, representations, undertakings or understandings between the parties and may not be varied except in writing and with the written consent of the Company.

1. Definitions
2. “Company” means Stevan Saville Ltd. operating through its offices at 13 Tollington Way London N7 6R and registered in England (registration number 9145366) who provides the goods or services under these Terms and Conditions.
3. 
   “Customer” means the party contracting with the Company to acquire goods and / or design, production, installation and / or other services supplied under these Terms and Conditions.

1. “Quote” means the outline of Work together with price estimates, timetable as shall be agreed in writing between the parties prior to execution of this Agreement and as may be varied from time to time.
2. 
   “Website” means the Website of the Company, being www.stevansaville.com/
3. 
   “Work” means all design and / or other services (including Preliminary Work), installation, production and goods (by way of intermediate or finished product) and services supplied by the Company to the Customer to such Quote and within [twenty eight] days of such specified time frame as shall be expressly agreed between the parties hereto.
4. 
   “Product” means all and any products produced during the design and manufacturing processes arising from the Quote and / or the Work including but not limited to leather furniture, accessories and interior fittings and fixtures, together with intellectual property.
5. 
   “Preliminary Work” means all work done in the concept and preparatory stages of the Quote (including but not limited to design, artwork, construction models, colour matching) such work as may be varied or extended by the Company at its sole discretion for the purposes of fulfilling the Quote.
6. “Property” means any materials whatsoever that may be supplied by the Customer to the Company in connection with the Quote and / or the Work and / or the Product including but not limited to leather, fabric and hardware.
7. “Prototype” means any representation and / or model and or designs (including graphic) together with supporting written material that may be provided by the Company to the Customer in connection with the Quote and / or the Works and / or the Product.
8. “Delivery” means the delivery and or installation of the Product, as the case may be, to the Customer upon completion of the Product.
9. 
   “Insolvency” means the Customer is unable to pay its debts as such debts fall due or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or enters into a voluntary arrangements with its creditors pursuant to the Insolvency Act 1986 or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him.
10. “Invoice” means the invoice which shall be submitted to the Customer by the Company in respect of costs arising under the Quote and / or the Works and which shall be tendered on Delivery.

2. Quote
3. 
   The Company shall base its price estimates on current costs and rates for design, production and installation such price estimates subject to amendment in respect of any rise or fall in such costs that have taken place on Delivery.
4. 
   The Company is entitled to correct any price errors or omissions on estimates or invoices.
5. 
   The Company may vary the estimates contained in the Quote with regard to additional charges including but not limited to increased costs to the Company provided the Company supplies written notice of such variation to the Customer.
6. Tax

The Company shall provide prices and price estimates exclusive of tax and reserves the right to charge and the Customer shall pay any VAT or any other tax or levy arising including with regard to export outside the United Kingdom and / or the European Union.

4. Preliminary Work

All Preliminary Work carried out by the Company at the Customer’s request or as may reasonably be required by the Company (and shall be notified to the Customer by the Company, orally or in writing) in order to satisfy its own obligations under the Quote shall be charged.

5. Quote

Any additional work required of the Company by reason of the Customer supplying inadequate, incomplete or incorrect instructions whether giving rise to the Quote or otherwise; or late delivery of the same shall be charged.

6. Prototype
7. 
   The Company shall not incur liability for such errors as the Customer fails to correct or identify in the event that the Customer has been provided with a Prototype. The Customer's alterations and additional Prototype necessitated shall be subject to additional charges. In the event that any consultation, design, material and / or colour arising in connection with the Prototype and / or Quote and / or the Work shall be provided in Company's discretion, subsequent changes made or required by the Customer shall be subject to additional fees and charges.
8. 
   Where the Customer waives any requirement to examine any Prototype prepared in connection with the Quote and / or the Work (and the Company expressly agrees to such a waiver), the Customer shall indemnify by the Company in respect of its waiver.
9. 
   Cancellation

In the event that the Customer decides to cancel the Quote at any time following execution of this Agreement and for any reason whatsoever, the Customer shall provide notice of such cancellation in writing to the Company and such cancellation shall be effective upon the written agreement of the Company and upon payment by the Customer to the Company of a cancellation fee of 25% of the fees due and payable under the Quote. In the event that the Company is holding a deposit in respect of the Work, the funds held by the Company in this respect may be applied against any cancellation fee arising in respect of this Clause 7).

10. Personalisation 

All personalised orders are non-refundable. Your stationary rights (warranty) are not effected. Extra quality control will be done for products with personalised features. 

8. Payment & Delivery
9. 
   Payment shall become due and cleared into such bank account as may be nominated by the Company following submission of an Invoice by the Company to the Customer and upon either Delivery or completion of the Preliminary Work or Work as may be agreed in writing between the parties and following the submission of the Invoice by the Company.
10. 
    Unless otherwise agreed in writing, the price of the Work shall not include costs arising in respect of Delivery which shall be met by the Customer regardless of whether the Delivery is to be arranged by the Company or the Customer.
11. 
    In the event that the Work be suspended or delayed by the Customer for any reason howsoever arising, the Company shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used.
12. 
    In the event that the suspension or delay in 8 c. above extends beyond 30 days the Company shall be entitled to immediate payment for Work already carried out to date, including materials ordered by the Company in connection with the Work and any other additional costs.
13. 
    In the event that the Product is to be delivered in installments each Delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more of the installments shall not entitle the Customer to treat the order as repudiated or cancelled.
14. On Delivery and / or installation of the Product, the Customer shall immediately inspect the Product in order to ensure compliance with the Quote and shall immediately provide written notice to the Company within seven days of Delivery in the event that it is not reasonably satisfied with the Property provided that any failure on the part of the Customer to provide such notice to the Company shall give rise to a presumption of deemed acceptance of the property by the Company
15. Late Payment
16. In the event that a payment is outstanding for over 28 days from the date of the Invoice, the Company shall be entitled to charge the Customer interest at 8% above clearing bank base rate in respect of the value of the Invoice for each day that the Invoice remains unpaid.
17. In the event that the Company provides notice to the Customer in connection with 8 a. above and such amounts outstanding in respect of the invoice remain unpaid, the Company may proceed to legal remedies including but not limited to the instigation of court proceedings.

1. Materials supplied / specified by the Customer
2. 
   Property owned by the Customer and supplied to the Company in connection with the design and / or production of furniture, accessories and interior fittings and fixtures remain the Customer's Property. However in the event that such Property is supplied by the Company in connection with the Quote and / or the Work, the Company may, in order to protect its intellectual property rights and at its sole discretion, replace such Property with suitable material of a similar or better quality.
3. 
   The Company may reject any Property supplied or specified by the Customer which appear to the Company (in its sole discretion) to be unsuitable for the purpose outlined in the Quote and or the Work. In the event that materials are found to be unsuitable during production additional costs may be incurred and charged save that if the whole or any part of such additional cost arises due to unreasonable delay by the Company in assessing the unsuitability of the material such amount shall not be charged to the Customer.
4. 
   Without prejudice to clause 10.2 (b) above, where Property is supplied or specified, and the Company so advises the Customer, and the Customer instructs the Company in writing to proceed anyway, the Company will use reasonable efforts to with regard to the Quote and / or the Works, but shall have no liability for the quality of the Work and the Customer will indemnify the Company and hold it harmless in this respect.
5. 
   Any quantity of materials (including Property) supplied to the Company by the Customer should be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including with regard to re-commencement of the Work for any reason whatsoever will be charged to the Customer in addition to the estimated price.

1. Risk and storage
2. 
   The Property shall while it is in the possession of the Company or in transit to or from the Customer are deemed to be at Customer's risk unless otherwise agreed in writing and the Customer should insure accordingly.
3. 
   The Company shall be entitled to make a reasonable charge for the storage of any Property left with the Company before receipt of the order or after notification to the Customer of completion of the Work.

11.2 Finished Goods

1. 
   The risk arising in respect of the Work and the Property shall pass to the Customer on Delivery and the Customer should insure accordingly.
2. 
   On completion of the Work, the Company will store the Customer’s materials and Property for a maximum of one month, after which time they may be destroyed without further notice unless otherwise agreed in writing.

2. Materials and equipment supplied by the Company

Leather, hardware, fabric and other materials owned by the Company and used in the production of any Prototype and / or the Product shall remain the Company's exclusive property.

3. 
   Retention of Title
4. 
   The Work remains the Company's property until the Customer has paid for it and discharged all other debts owing to the Company.
5. 
   In the event of Insolvency and if the Work has not been paid for in full the Company may take any back Property (including for the avoidance of doubt the Product) and, if necessary, enter the Customer's premises to do so, or to inspect and / or label the Property (or as the case may be the Product) for the purposes of identification.
6. 
   If the Customer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Company in a separate designated bank account until any sum owing to the Company has been discharged from such proceeds.
7. 
   Where the Customer is in breach of these Terms or in the Event of Insolvency the Company reserves the right to approach the Customer's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Customer’s customer that the Customer is in breach or in default.
8. The Company shall reclaim possession of the Product at any time if (a) payment arising under the Quote and / or in respect of the Work remains overdue for a period of more than 14 days or (b) in the event of Insolvency or (c) the Customer is in breach of this Agreement or (d) the Company in its sole discretion believes that the Property is in risk in the possession of the Customer.
9. Claims and Liability

14.1 Claims

1. 
   Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Company and the carrier within three clear days of delivery (or, in the case of non-delivery, within three days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within seven days of notification of dispatch). All other claims must be made in writing to the Company within 14 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible.
2. 
   If the Work is defective so that the Customer may in law reject it, such rejection must take place within seven days of delivery of the goods, failing which the Customer shall be deemed to have accepted the Work.
3. 
   In the event of all or any claims or rejections the Company reserves the right to inspect the Work within seven days of the claim or rejection being notified.

14.2 Liability

1. 
   Insofar as is permitted by law where Work is defective for any reason, including negligence, the Company's liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work.
2. 
   Where the Company performs its obligations to rectify defective Work under this condition the Company shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Customer shall not be entitled to any further claim in respect of the Work nor shall the Customer be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries.
3. 
   Defective Work must be returned to the Company before replacement or credits can be issued. If the Work is not available to the Company the Company shall hold that the Customer has accepted the Work and no credits or replacement Work will be provided.
4. 
   The Company shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the Work or for any loss to the Customer arising from delay in transit, whether as a result of the Company's negligence or otherwise.
5. 
   Where the Company offers to replace defective Work the Customer must accept such an offer unless he can show clear cause for refusing so to do. If the Customer opts to have the Work re-done by any third party without reference to the Company the Customer automatically revokes his right to any remedy from the Company, including but not exclusively the right to a credit in respect of Work done by the Company.
6. 
   Where the Work will be forwarded by or on behalf of the Customer to a third party for further processing the Customer will be deemed to have inspected and approved the Work prior to forwarding and the Company shall accept no liability for claims arising subsequent to the third party’s processing.
7. 
   The Company reserves the right to reject any work forwarded to it after initial processing by a third party as soon as is reasonably practicable without processing the work any further. In the event that the Customer requires the Company to continue, then the Company is only obliged to do so after confirmation from the Customer in writing.
8. 
   Nothing in these Terms and Conditions shall exclude the Company's liability for death or personal injury as a result of its negligence.
9. Insolvency

Without prejudice to other remedies, if the Customer becomes subject to Insolvency, the Company shall have the right not to proceed further with the contract or any other Work for the Customer and be entitled to charge for Work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to the Company. Any unpaid Invoices shall become immediately due for payment.

6. General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Customer the Company shall have a general lien on all Property (including for the avoidance of doubt the Product) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property as agent for the Customer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Customer for any balance remaining be discharged from all liability in respect of such goods or property.

7. Illegality
8. 
   The Company shall not be required to produce any matter which in his opinion is or may be of an illegal, offensive, extreme or libelous nature or an infringement of the proprietary or other rights of any third party.
9. 
   The Company shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of production by the Company for the Customer of any illegal or unlawful matter including matter which is infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libelous or such an infringement.
10. Copyright

.Save as otherwise agreed in the Quote:-

1. 
   The Customer shall be responsible for obtaining all necessary authorities and consents to reproduce (non-exhaustively) artwork, photographs, copyright text and so forth prior to instructing the Company to reproduce the same. The Customer shall indemnify and hold harmless the Company against all demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that that the reproduction of the materials by the Company infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
2. 
   Any Product commissioned or ordered by the Customer and produced by the Company shall, as to its material elements and as to the copyright or design right in relation to it, belong to the Company.
3. 
   The Customer shall not have any right to reproduce or authorise any other person to reproduce the Product in whole or in part or do any act which would, in the absence of written authorisation by the Company, infringe any copyright or design right which may subsist in relation to the Product.
4. 
   The Company may, at the request of the Customer, assign the copyright and design right of the Product to the Customer upon payment of the Company’s expenses in relation to such assignment.
5. Suitability of Work

It is the Customer’s responsibility to ensure that the Product is suitable and the Company shall not be held liable if the Customer orders a product that is unsuitable for its intended use, including (non-exhaustively) incorrect type of leather specified for furniture or accessories. The Company will take all reasonable steps to assist the Customer in specifying the Product if the Customer requires.

1. Force Majeure

The Company shall be under no liability if it shall be unable to carry out any provision of this Agreement for any reason beyond its reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, building damage; failure of power or heating supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the contract and pay for Work done and materials used, but subject thereto shall otherwise accept Delivery when available.

1. Data Protection 1998
2. 
   By placing an order with the Company the Customer consents to its details being held by the Company for accounting purposes and passed to third party contractors where necessary to complete the Work (such as carriers for the purpose of delivering the Work to the Customer) and this information will be retained by the Company even after the trading relationship has ceased.
3. 
   By placing an order or registering on the Website the Customer consents to the Company using its information for marketing purposes whereby the Company may notify the Customer about its products, services or special offers that may be of interest, unless otherwise agreed.
4. 
   The Customer is hereby notified that the Company may transfer personal information about the Customer to a Credit Agency pursuant to clause 7(f) above.
5. Law

These Terms and Conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

3. Notices

All specifications and notices relied on by either party and all variations to this Agreement must be in writing and include a duly authorised signature.

4. Variation to Terms and Conditions

These Terms and Conditions may be amended from time to time. The latest version of these Terms and Conditions may be accessed via the Website or requested in writing.

5. Severability

All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.