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Terms and conditions for the sale of goods
Version number: 2.5
Effective date: 19.02.2024
1. Introduction
1.1 We are Jane Clayton & Company Retail Limited. Our company information is at the end of this document.
1.2 Please read these terms and conditions carefully. They apply when you buy any goods via this site or by phone and to our measuring/installation services. (There are separate terms which apply to general use of our website.) Please read the entire document carefully and contact us if anything is unclear. We’ve tried to make it user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text. Please save a copy for future reference. These terms and conditions are available in English only and they replace any previous versions.
1.3 Where we refer to “Consumer” below we mean an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
1.4 Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on behalf of that entity.
1.5 We may change these terms and conditions at any time. Please check them carefully as they will apply to anything you buy after the effective date shown at the top.
2. Small differences in the goods
2.1 You accept that most of our goods are dyed and that batches can vary slightly in colour and shade. Accordingly, we cannot guarantee that colour and shade of any goods will be identical to any previous order or to any sample or to the way that the goods are displayed on our website. Also, due to the print design of some pattern fabrics, it may be that any sample despatched does not include the full range of colours or pattern design. (If you are in any doubt, please call our customer services team for further advice.)
2.2 You agree that our goods may contain natural flaws and imperfections and, if so, that does not mean that the goods are faulty.
2.3 The labelling or packaging of the goods you receive may differ from the images of these which you see on our website. You agree to check the product description for more details and to contact us for further information if anything is unclear.
3. How you enter a legal contract with us
THIS SECTION DEALS WITH YOUR ORDER AND TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US
3.1 Your order is an offer to buy from us (except as otherwise stated below).
3.2 When ordering online, you place your order by using the ordering process on our website. This involves selecting the goods, placing them in the shopping cart and transmitting the order to us by clicking on the relevant button.
3.3 When ordering by telephone, you place your order verbally in the course of the telephone conversation.
3.4 However, you place your order, you must ensure that your order (including delivery address) and any other information you supply to us is correct and that you tell us immediately if there are any changes.
3.5 You are not allowed to buy any goods via this site if your main purpose is to use them to infringe our intellectual property or other legal rights.
3.6 We accept your offer and there is a binding legal contract when we send you a confirmation email. However, if you order via email, our quote is an offer by us which you accept by making payment.
3.7 We are not obliged to supply any goods which are unavailable, even if we have entered into a legally binding contract with you. We will notify you of the unavailability as soon as possible and will arrange for a full refund if you have been charged.
4. Right to cancel (“cooling off”) – not applicable to business customers
IN SHORT: CONSUMERS MAY HAVE THE RIGHT TO RETURN UNWANTED GOODS WITHIN 14 DAYS
4.1 If you are a Consumer, you may have the legal right to cancel this contract within 14 days of receiving the goods if you comply with the requirements explained in Appendix 1 below. This right is not affected by any separate returns policy on our website.
4.2 However, there is no right to cancelcontracts for the supply of goods made to your specifications or which are clearly personalised. (See our delivery and returns page for more information.)
5. Additional business terms
IN SHORT: ADDITIONAL TERMS APPLY IF YOU ARE A BUSINESS
5.1 If you are not a Consumer (for example, if you are a “trade account” holder), you agree to be bound by the additional business terms in Appendix 2 below, which apply in addition to those set out in this main document. If there is any conflict, Appendix 2 takes priority.
6. Paying us
6.1 Payment is in advance by the means stated on our website. We are entitled not to send off the goods until we have received full payment in cleared funds.
6.2 Our prices may change from time to time. The price for the goods you order is as stated on our website at the time you send us your order. Any applicable VAT or sales tax is included in any price shown.
6.3 Delivery costs are charged extra at the rate shown on our website at the time you place your order. These will depend on the delivery method chosen. NB Unless we say otherwise, delivery charges do not include customs or import duties which may be applied to your order by the relevant authorities. We have no control of these, and it is your separate responsibility to pay for them. We recommend that you check with your local customs office in advance.
6.4 If we have mis-priced any item by mistake, we are not obliged to supply the item at that price provided we tell you before we send it off. If we do, then you can decide if you want to order the item at the right price but, if you do not, we will provide a full refund of any payments already made.
6.5 You agree to contact us immediately with full details if you dispute any payment.
7. Discount codes
THIS SECTION TELLS YOU HOW YOU ARE ALLOWED TO USE DISCOUNT CODES ON OUR WEBSITE
7.1 We may offer discount codes from time to time. All discount codes refer to the price excluding delivery charges. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless we say otherwise: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion.
7.2 We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which we tell you about at the point of issue. We have the right to discontinue or otherwise modify any discount codes at any time without prior notice.
8. Delivery
THIS SECTION SETS OUT OUR AND YOUR RESPONSIBILITIES IN CONNECTION WITH DELIVERY
8.1 Delivery will be complete when we deliver to the address which you specify when ordering. We may deliver different parts of your order on different dates.
8.2 Delivery is only to the countries we specify on our website and is otherwise subject to any other delivery restrictions or requirements explained on our delivery page We have the right to cancel any order from a country to which we do not deliver (even if there is a binding contract)..
8.3 Unless otherwise stated, delivery dates given on our website are estimates only. If you are a Consumer, we have no liability for any losses arising from delay in delivery (a) to the extent that this is due to circumstances beyond our reasonable control and where we could not have taken reasonable steps to deal with the delay or (b) if you haven’t given us adequate delivery instructions.
8.4 You agree to alert us in advance to any access restrictions.
8.5 If you receive notification of an unsuccessful attempted delivery, it is your responsibility to use the details provided to immediately contact the delivery company to arrange re-delivery. If the delivery company returns the item to us because they have been unable to deliver it, we are allowed to cancel the contract, in which case we will refund the price paid but excluding the delivery charge.
8.6 If you have failed to comply with your obligations regarding delivery, we are entitled to abort delivery and you agree to pay us the amount of any delivery, storage, insurance or other costs that we incur. We are entitled to require that such costs be paid before we arrange re-delivery and/or add them to any future order you make and/or deduct them from any payment due to you (to the extent legally allowed).
8.7 You become owner of the goods after the later of delivery of the goods and payment of the price plus delivery charges. Until that happens, you hold the goods on our behalf.
9. Our right to end the contract
9.1We are entitled to end this contract at any time including not sending you the goods if:.
- a) any amount due to us is unpaid or charged back;
- b) you or anyone on your behalf acts inappropriately towards our staff or subcontractors; or
- c) acting reasonably, we think that you have not complied with these terms or that it is necessary to protect you, us or others.
9.2 Ending this contract will not affect any existing rights and liabilities and all terms in this contract which are stated or intended to continue after termination will continue to apply.
10. Measuring / installation services
THIS SECTION COVERS YOUR OBLIGATIONS WHEN WE VISIT YOUR PREMISES TO PROVIDE MEASURING AND INSTALLATION SERVICES
10.1 Subject to the other terms of this agreement, we agree to supply our measuring/installation services with reasonable skill and care.
10.2 If you use our measuring and/or installation services, you agree to ensure that we are given access to your premises at the agreed time and that a person over 18 years old is present at all times while we are on your premises. You agree to provide us with a safe place to work and reasonable co-operation. You acknowledge that we are entitled to charge an additional fee if we cannot gain access to your premises under the above conditions at the agreed time.
11. Consumer five-year warranty for made-to-measure items
THIS SECTION PROVIDES CONSUMERS WITH ADDITIONAL RIGHTS IN RELATION TO CERTAIN MADE-TO-MEASURE GOODS BUT DOES NOT AFFECT MINIMUM CONSUMER STATUTORY RIGHTS
11.1 This warranty applies only:
- to the following made-to-measure goods: blinds, curtains, cushions and headboards (as well as any other products that we specifically say on our website are covered by this five-year warranty);
- to manufacturing defects in workmanship (i.e., quality of stitching), key components (e.g., blind headrail mechanisms) and face fabric;
- to the original person who bought the goods and provided they did so as a Consumer;
- where the goods are used in your home (i.e., and not if used in a commercial setting);
- where you can produce proof of purchase; and
- for five years from the date of delivery.
What this warranty does not cover:
11.2 This warranty does not apply:
- if you failed to comply with recommended care and cleaning instructions;
- to fading or damage due to excessive exposure to strong light (note that delicate fabrics such as silk are particularly prone to damage from light exposure);
- to shrinking or stretching due to changes in atmospheric conditions (temperature or humidity);
- to damage due to contact with direct sources of heat;
- to damage caused by you including deliberate damage, damage by pets, and damage resulting from misuse, accidents or normal wear and tear;
- to component failure due to excess force (e.g., pulling heavily on curtains, or excessive force using on blind chains or cords);
- if you altered or repaired the item; or
- if you failed to pay the full price for the item on time.
How to claim:
11.3 If you want to make a claim under the warranty and you comply with the above requirements, then you must email us within 14 days of discovering the defect, notifying us that you wish to make a claim under this warranty, including photos and a brief description of the defect. Once we receive your email, we will at our option:
- a) arrange collection of your item within seven working days and tell you the outcome of our initial inspection within 14 working days of collection; or
- b) decide to replace the time without collection in which case we will tell you within seven working days; or
- c) (where we have provided a fitting service:) arrange to send a technician to your premises to inspect the item - and your obligations above under “Measuring / installation services” will apply to any such visit.
If you make a valid claim:
11.4 If we agree that your claim is valid, then we will (at our option) repair the item or replace it or provide you with credit equivalent to the purchase cost plus delivery.
12. Restrictions on our legal responsibility for goods – very important
THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT
12.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and subcontractors, who have the right to enforce this agreement.
12.2 The following clauses apply only if you are a Consumer:
- a) Subject to the above, we are not responsible for any loss or damage where:
- there is no breach of a legal duty owed to you by us;
- such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
- (and to the extent that) such loss or damage is caused by you, for example by not complying with this agreement; or
- such loss or damage relates to a business (as we do not intend for goods bought by Consumers to be used for business).
- b) You will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement.
- c) We are under a legal duty to supply goods that are in conformity with the contract. Nothing in our agreement affects your legal rights relating to goods that don’t conform with the contract, whether because they are faulty, not as described or otherwise. You can get advice about your legal rights from your local Trading Standards office or Citizens' Advice Bureau.
- b) You will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement.
- c) We are under a legal duty to supply goods that are in conformity with the contract. Nothing in our agreement affects your legal rights relating to goods that don’t conform with the contract, whether because they are faulty, not as described or otherwise. You can get advice about your legal rights from your local Trading Standards office or Citizens' Advice Bureau.
13. Intellectual property rights (IPR)
IN SHORT: YOU DON’T ACQUIRE ANY IPR IN THE GOODS”
13.1 Your purchase of goods from us does not of itself give you the right to use or exploit any IPR comprised in or relating to the goods.
14. Events outside our control
IN SHORT: WE AREN’T RESPONSIBLE FOR “ACTS OF GOD”
14.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.
15. Transferring this contract to someone else
IN SHORT: WE CAN PASS THIS CONTRACT TO SOMEONE ELSE BUT YOU NEED OUR PERMISSION TO DO LIKEWISE
15.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
16. Privacy
IN SHORT: OUR PRIVACY POLICY APPLIES
16.1 You agree that we can deal with your personal information in accordance with the terms of our privacy and cookies policy which may change from time to time.
17. English law
IN SHORT: ENGLISH LAW APPLIES AND ONLY UK COURTS CAN ADJUDICATE ON DISPUTES
17.1 These terms and conditions are under English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a Consumer to rely on such mandatory provisions of local law.
18. General
18.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and nothing in this agreement makes any party an agent, employee or representative of the other unless this agreement says otherwise.
19. Complaints
19.1 If you have any complaints, please contact us via the contact details shown below.
20. Company information
20.1 Company name: Jane Clayton & Company Retail Limited20.2 Trading name: “Jane Clayton & Company”
20.3 Country of incorporation: England and Wales.
20.4 Registered number: 09918585
20.5 Registered office and trading address: Paulton House, Old Mills, Paulton, Bristol, BS39 7SX, UK
20.6 Email address: [email protected]
20.7 Other contact information: See our website.
20.8 VAT number: 234195218
APPENDIX 1 - RIGHT TO CANCEL ("COOLING OFF")
The following applies ONLY if you are a Consumer and have the legal right to cancel this contract (as explained above – see “Right to cancel (“cooling off”)”:
Right to cancel1. You have the right to cancel this contract within 14 days without giving any reason.
2. The cancellation period will expire after 14 days from the day:
- on which you, or someone you choose, receives the goods; or
- if multiple goods from one order are delivered separately: when you, or someone you choose, receives the last item.
3. To exercise the right to cancel, you must tell us Jane Clayton & Company Retail Limited, Paulton House, Old Mills, Paulton, Bristol, United Kingdom, BS39 7SX [email protected] of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You may use the model cancellation form below, but you don't have to.
4. To meet the cancellation deadline, you must send your communication telling us you want to cancel before the cancellation period ends.
Effects of cancellation
5. If you cancel this contract, we will reimburse to you all payments received from you, including delivery charges (except for the additional cost if you chose any delivery option apart from the cheapest.
6. We may make a deduction from the refund for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you. You are only liable for any reduced value of the goods resulting from handling that goes beyond what is necessary to establish the nature, characteristics and functioning of the goods. If we only discover such excessive handling after we’ve sent you the refund, you must compensate us accordingly.
7. We will make the refund without undue delay, and not later than:
- 14 days after the day we receive back from you any goods supplied, or
- (if earlier) 14 days after the day you provide evidence that you have returned the goods.
8. We will make the refund using the same means of payment as you used for the initial transaction, unless we have agreed otherwise with you in writing; in any event, you will not incur any fees as a result of the refund. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever we get first.
9. You must send back the goods or hand them over to us without undue delay and in any event not later than 14 days from the day on which you send us your notice to cancel the contract. The deadline is met if you send back the goods before the 14 days has expired.
10. You must pay the direct cost of returning the goods.
MODEL CANCELLATION FORM
Complete and return this form only if you wish to cancel the contract:
— To Jane Clayton & Company Retail Limited, Paulton House, Old Mills, Paulton, Bristol, United Kingdom, BS39 7SX [email protected]:
— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],
— Ordered on [*]/received on [*],
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
[*] Delete as appropriate
APPENDIX 2 - ADDITIONAL BUSINESS TERMS
1. Delivery
1.1 We have no liability for any losses arising from delay in delivery.
1.2 You agree to the following as regards inspection of the goods:
- a) You agree to inspect all goods immediately on receipt and within three working days of delivery you must give written notice (including appropriate photos) of any damage to the goods or any ground on which you claim that the goods are not in accordance with this agreement including supplying us with appropriate photos.
- b) If you fail to give such notice, the goods shall be conclusively presumed to be in accordance with this agreement in all respects and free from any defect which would be apparent on reasonable examination of the goods and you shall be deemed to have accepted the goods accordingly. (Just to be clear: There is no legal right of cancellation (“cooling off”) for business customers.
- c) If you do give notice under this clause, we shall be given a reasonable opportunity after receiving such notice to examine the relevant goods and (if we ask you) you shall send the relevant goods at your expense to the location specified by us to enable the examination to take place.
2. Business warranty
2.1 For goods not subject to a manufacturer’s guarantee, we warrant (“the Business Warranty”) that, subject to the other provisions of this agreement, upon delivery, and for a period of twelve months thereafter, the goods will be free from material defects present at the time of delivery.
2.2 We shall not be liable for a breach of the Business Warranty unless you have complied with your inspection/notice obligations on delivery set out above.
2.3 The Business Warranty does not apply:
- a) if you make any further use of such goods after giving such notice;
- b) if the defect arises because you failed to follow the instructions or appropriate procedures as to the storage, installation, use or maintenance of the goods or from fair wear and tear or from deliberate damage, accidents or negligence;
- c) if you have not paid the total price for the goods by the due date for payment; or
- d) you alter or repair such goods without our written consent.
2.4 Subject to the foregoing, if any of the goods do not conform with the Business Warranty, we shall at our option repair or replace such goods (or the defective part) or refund to you the price of the goods (or a proportionate part of the price) provided that, if we so request, you return to us at our expense the goods or the part of such goods which are defective.
3. Liability
3.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and subcontractors, who have the right to enforce this agreement.
3.2 To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
3.3 Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
- loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
- indirect, consequential or special losses.
3.4 Subject to the first paragraph in this section (“Nothing in this agreement…”), our entire liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall in no circumstances exceed the price paid for the relevant goods or, if applicable, the fee paid for the applicable services.
3.5 You agree to indemnify us against all claims and liabilities arising out of or in connection with your breach of this agreement (except insofar as we are at fault).
3.6 This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
