These terms apply to the sale or supply of goods or services by Vaughan Limited ('Vaughan') to any person ('The Customer'). By using the website www.vaughandesigns.com the Customer acknowledges that any use of that website is also subject to these terms.
In these terms:
'Order' means the submission by a Customer of a completed order request. Orders may also be placed by telephone or email. Telephone orders must be confirmed in writing.
'Dispatch' means goods either leaving the warehouse for delivery to the Customer or being made available for collection by the Customer. In relation to services, 'Dispatch' occurs when Vaughan's employee or agent [makes an appointment to undertake] the services ordered.
'Delivery' means delivery of goods to the address specified in the Order or the collection of goods by the Customer. In relation to services, Delivery Orders occurs when Vaughan's employee or agent first attends to undertake the services ordered.
'Current Price' means the sum specified in the most recent edition of Vaughan's price list at the date of Dispatch. The Current Price excludes packaging, delivery and Value Added Tax ('VAT') unless otherwise stated.
'Bespoke' means goods which have been made or tailored to the Customer's specifications.
'Private Customer' means an individual acting outside the course of his ordinary trade or business.
The masculine incorporates the feminine and the singular the plural.
These terms are subject to change without notice and the Customer should check these terms on the website before placing any Order. Any Order is subject to these Terms such as they appear at the time when the Customer places an Order.
These terms supersede all prior understandings and agreements between the Customer and Vaughan and set forth the entire agreement and understanding between them.
These terms supersede any oral or written representation by Vaughan or any other person made prior to the Order being placed. The Customer warrants that it has not relied upon any such representation.
Any variation to these terms must be expressly agreed in writing between Vaughan and the Customer. Any waiver must be in writing and signed by an authorised representative of Vaughan.
By placing an Order the Customer makes an offer to purchase the goods or services specified in the Order at the Current Price. Where the Customer is a partnership or body corporate, the individual placing the order warrants that he has authority to bind that body.
Goods sold by Vaughan are identified by means of a Product Code. The use of a Product Code is conclusive as to the parties' intentions and will supersede any conflicting information in any written or oral Order.
In the event that the Current Price changes between an Order being accepted and dispatch, Vaughan may choose either to dispatch the Order or to insist upon the Current Price, in which case Vaughan will give written notice to the Customer of that decision and no Order will be deemed placed until the Customer has confirmed in writing their agreement to the Current Price.
Once an Order has been placed, Vaughan may in their sole discretion choose whether to accept it and Vaughan shall not be liable for any losses arising from the rejection, or delay in acceptance, of any Order. Vaughan shall accept an Order by sending the Customer an invoice.
Customers without approved credit accounts must make payment in full at the time when the Order is placed and no action will be taken by Vaughan to process an order until cleared funds are received in full. All payments must be in pounds sterling, unless otherwise invoiced by Vaughan in an alternative approved currency. The Customer shall be liable for any bank charges or costs incurred in receiving or exchanging payments.
Vaughan may, at its sole discretion, permit Customers to hold an approved credit account subject to receipt of satisfactory references and on such terms as shall be agreed. Those terms shall include a pre- defined approved credit limit for each Customer.
In relation to Customers with approved credit accounts:
Payment shall be due 30 days after the date of Vaughan's invoice.
If any payment remains outstanding after 30 days, Vaughan will charge interest at the rate of 5 per cent over the base lending rate of the National Westminster Bank PLC from time to time, compounded monthly, and add the same to the client's credit account balance.
If a Customer exceeds their credit limit, Vaughan may refuse to dispatch any Orders until the entire balance has been paid.
Payment must be made in advance for any goods to be exported outside the UK.
Title to any goods delivered shall not pass until all sums due (including interest and storage/delivery charges) have been paid in full and the Customer shall until that time hold any goods delivered as bailee for Vaughan.
The Customer shall not pledge, charge, lease or lend such goods, nor sell them at anything less than a fair market price. In the event of such sale, the Customer shall hold such sale proceeds on trust for Vaughan and account to Vaughan for the same forthwith until all sums due have been paid in full.
If the Customer becomes subject to a bankruptcy or winding-up petition, enters into any arrangement with its creditors, enters administration or receivership or if any creditor of the Customer becomes entitled to appoint a receiver, Vaughan may immediately terminate any order and stop goods in transit without notice to the Customer.
Vaughan may at its sole discretion require by written notice the immediate return of any goods in which title has not passed to the Customer. Upon receipt of such notice the Customer shall forthwith make the said goods available for collection by Vaughan and the Customer irrevocably authorises Vaughan, its officers or agents, to enter the Customer's premises during normal business hours for the purpose of recovering the said goods. Vaughan shall make a reasonable charge for the recovery of such goods.
Where goods are recovered in perfect condition, the price payable by the Customer in respect of those goods (not including any interest or delivery charges) shall be deducted from the Customer's outstanding balance.
UK VAT will be charged on all Orders for goods or services unless the Customer supplies evidence to Vaughan's satisfaction that:
The supply is zero-rated or exempt;
The Customer is VAT registered in the European Union and that the relevant export requirements imposed by HMRC at the time have been met; or
The Customer uses an approved shipping agent for export abroad and Vaughan receives a satisfactory Certificate of Shipment.
The risk in any goods sold for export outside the UK passes to the Customer upon receipt of the goods by the Customer or his shipping agent and the Customer shall indemnify Vaughan against any consequences of any breach of foreign laws, regulations or licensing requirements in relation to the goods supplied.
Risk in any goods passes to the Customer upon delivery.
The Customer shall be responsible for installation of goods after delivery.
Vaughan may choose to deliver in instalments. The time of delivery shall not be of the essence and Vaughan shall not be liable for any losses, direct consequential or otherwise, arising from non-delivery or late delivery.
Where goods are returned to Vaughan for repairs, rewiring or other maintenance, the risk in the goods remains with the Customer and the Customer should insure accordingly.
If the Customer arranges delivery and fails to take delivery as arranged, whether due to circumstances beyond the Customer's control or not, Vaughan may charge a reasonable additional delivery charge for subsequent deliveries.
If the Customer has opted to collect goods from the warehouse and fails to collect within 14 days, then Vaughan may at its discretion charge a reasonable daily storage and insurance charge, which must be paid before the goods are collected.
The Customer shall be responsible for inspecting any goods and shall inform Vaughan in writing of any defects within 7 days of delivery. If the Customer fails to give notice within that period they shall be deemed to have accepted the goods and waived any defect.
Defects under these terms do not include anything arising from:
fair wear and tear after delivery;
abnormal conditions of storage or transport;
any treatment, conditioning or process applied after delivery; or
any neglect or default of the Customer.
If required, the Customer shall provide photographs of any alleged defect or permit Vaughan's officers to inspect any goods claimed to be defective. If the defect is capable of repair within 14 days, the Customer shall permit Vaughan to repair the defect at Vaughan's expense.
Where such a repair is not possible, Vaughan shall arrange for the return of any goods agreed to be defective within 21 days at Vaughan's expense and shall refund all sums paid for the goods to the Customer.
Any Customer may cancel an Order:
Before it has been accepted by Vaughan;
If Vaughan gives written notice under clause 9;
For UK Customers, within 14 days of Delivery; or
For deliveries outside the UK, within 14 days of Dispatch.
Goods supplied on a 'Sale or Return' basis are subject to Vaughan's 'Sale or Return Agreement'.
Any Customer wishing to cancel an order must give written notice to Vaughan within the above period and return any goods in perfect condition at the Customer's expense within 21 days of that notice. Vaughan will repay the price paid for the goods returned (excluding packaging and delivery charges), less a 15% re-stocking and administration fee.
Orders for Bespoke items may not be cancelled and must be pre-paid in full.
Where a Private Customer cancels an Order within 7 working days after Delivery and returns all goods at their expense, Vaughan will refund the full or sums paid including delivery and packaging charges and no cancellation fee will apply. Nothing in these terms excludes Private Customers' rights under the Consumer Protection (Distance Selling) Regulations 2000 (as amended).
In the event that the Customer fails to return the goods, or returns them at Vaughan's expense, Vaughan shall set off the reasonable costs of recovering the goods from the sums refunded to the Customer.
If the goods are returned in imperfect condition, Vaughan may at its discretion either refuse to accept redelivery of the goods or retain the difference between the prices paid and the likely resale value of the goods. In particular, the following shall be deemed imperfect:
Lampshades, if unwrapped;
Any Electrical items in which wiring has been cut or tampered with.
The condition of goods shall be ascertained upon arrival at Vaughan's warehouse and Vaughan's determination in that regard shall be conclusive. Risk in any goods does not pass until Vaughan has decided to accept redelivery.
In the case of services, the Customer may by written notice to Vaughan cancel any Order for services at any time:
Up to 7 days after the Order is accepted; or
Before the time when the services are arranged to be provided, whichever is the earlier.
Nothing in these terms and conditions excludes or limits liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under applicable law. The following clauses are all subject to this proviso.
Vaughan will use reasonable endeavours to verify the accuracy of any information on its website or in any brochure, mailshot or catalogue but makes no representation or warranty of any kind regarding the contents or availability of the same or that it will be timely or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs. Vaughan will not be responsible or liable for any loss of content or material uploaded or transmitted through the website and Vaughan accepts no liability of any kind for any loss or damage from action taken or taken in reliance on material or information contained on the Website.
Any indemnities, warranties, terms and conditions (whether express or implied) are hereby excluded to the fullest extent permitted under applicable law.
Vaughan will not be liable in contract, tort or otherwise out of or in connection with these terms for any:
economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
loss of goodwill or reputation; or
special or indirect losses suffered or incurred arising out of or in connection with the provisions of any matter under these terms.
Vaughan shall not be liable for any loss or damage arising from circumstances beyond Vaughan's reasonable control, including act of God, legislation, war, failure or interruption of supplies, transport delays, accidents, strike or industrial action.
Notwithstanding the above Vaughan's aggregate liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to a sum equal to the amount paid or payable by the Customer for the goods in respect of one incident or series of incidents attributable to the same clause.
These terms do not affect Private Customers' statutory or contract cancellation rights as a consumer.
Vaughan will take all reasonable precautions to keep details of orders and payments secure, but cannot be held liable for any losses caused as a result of unauthorized access to information provided by Customers.
Any contract between Vaughan and a Customer shall be subject to English law and the parties submit to the exclusive jurisdiction of the English Courts.
The Customer may not assign or sub- contract any rights or liabilities under these terms without Vaughan's written consent. Vaughan may assign its right to payment under these terms to a third party without written notice to the Customer.
If any portion of these terms is held to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these terms and conditions shall not be affected.
These terms do not create or confer any rights or benefits enforceable by any person that is not a party (within the meaning of the U.K. Contracts (Rights of Third Parties) Act 1999).
No delay or failure by Vaughan to exercise any powers, rights or remedies under these terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
Products offered for sale by Vaughan are sold subject to any patent, trademark, registered design, copyright or typography right. Vaughan owns the copyright in its catalogues and the content of the website and their reproduction in whole or in part without Vaughan's written consent is prohibited.
Notices required to be given to Vaughan under these terms may be given using the details below. Notices will be deemed served the following working day if delivered personally or by electronic means, or after two working days if delivered by first class post.
Vaughan Limited, Vaughan House, Moorside Road, Winchester,
Hampshire SO23 7SA
020 7349 4600 (UK)
020 7349 4601 (Export)
If you are a Private Customer (as defined above) you have a statutory right to cancel your order within 7 working days of delivery. You must return any goods to Vaughan at your own expense. If you arrange for any services to be provided within 7 working days of placing your Order, then your right to cancel will expire at the time when the services are booked to be provided to you. Otherwise, you may cancel up to 7 working days after your Order is accepted.
If you wish to exercise your right to cancel, you must give notice in writing to:
Vaughan Limited, Vaughan House, Moorside Road, Winchester, Hampshire SO23 7SA
You may address any complaints to the details above.
Company Registration Details
Company Reg. No: 02889411
Registered in England and Wales
VAT Reg. No: GB 629 8828 81
Registered Address: Saffery Champness LLP, 71 Queen Victoria Street, London EC4V 4BE