1. GENERAL
(i) These Conditions shall govern all transactions into which trading company Bspoke Design (reg 05600512 DECO Group Ltd) enters with its customers.
(ii) In these conditions:
• ‘Customers’ shall mean the other party to any quotation, offer, order or contract with or by Bspoke Design.
• ‘The goods’ shall mean products sold or services performed by Bspoke Design.
• ‘Invoice’ shall mean the document despatched to the customer requiring payment and containing specifically, or by inference, these Conditions.
• ‘Proforma invoice’ shall mean an invoice sent by Bspoke Design to the customer requiring payment by Credit Card to Bspoke Design before despatch of goods.
• ‘Order’ shall mean the goods requested by the customer either by facsimile, electronic mail or by post on the customer’s official order form or company letterhead, signed, or in the case of electronic orders, provided with the customer order confirmation number.
• ‘Delivery Note’ shall mean the document accompanying the goods in their despatch and delivery from Bspoke Design to the customer on which Bspoke Design lists the goods despatched against the customer’s order and on which the customer signs for receipt of the goods and returns a copy to Bspoke Design.
(iii) No conditions or stipulations in or attached to any form of order submitted by the customer, or otherwise sought to be imposed by the customer, and which are inconsistent with the conditions or which purport to add to or modify them in any way shall have any effect.
(iv) No person in the employment of Bspoke Design or acting, purporting to act as an agent of Bspoke Design has the authority to accept orders or supply goods on any conditions other than these conditions or vary these conditions in any way whatsoever, except by written agreement between the customer and a Director of Bspoke Design.
(v) No previous dealings or course of conduct between Bspoke Design and any customers shall vary or replace or prevail over these Conditions in any circumstances.
2. PRICES & QUOTATIONS
(i) All prices listed in the Bspoke Design Price List are correct at the time of publication of the current edition thereof. Bspoke Design will make all reasonable endeavours to ensure that goods are available at these prices. Bspoke Design cannot be held responsible if supplies are unobtainable or otherwise un-saleable.
(ii) All quotations are made at current prices listed in the current edition of the Bspoke Design Price list but such quotations are subject to alterations in accordance with prices current at the time of despatch of the goods and are subject to change without prior notification.
(iii) The prices quoted on Proforma invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the invoice was raised.
(iv) All prices quoted on invoices including Proforma invoices are subject to the addition of Value Added Tax at the rate current at the time of despatch.
3. PAYMENT & SETTLEMENT TERMS
All orders on a strict proforma basis
(i) Customers who wish to open credit facilities shall apply in writing to Bspoke Design quoting the credit limit required and the names and address of two current commercial references.
(ii) Bspoke Design retains the right to decline any application for credit facilities without giving any reason.
(iii) Credit accounts are subject to settlement by the customer in line with agreed terms. When payment is overdue Bspoke Design reserves the right to charge interest on the amount overdue at such rate as may be permitted by law from time to time.
(iv) When a credit customer is in default in the payment of any account then all sums owed to Bspoke Design by the customer on any account whatsoever become immediately due and payable in full.
(v) Where a cheque is offered by the customer in payment for goods, Bspoke Design reserves the right to delay the despatch of the goods pending the clearance of that cheque.
(vi) If for any reason the customer disputes the payment of any invoice, notwithstanding this, he shall still pay all other invoices when they become due.
4. RETENTION OF TITLE
(i) The customer acknowledges that before entering into an agreement for the purchase of any goods from Bspoke Design he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or being a company with limited or unlimited liability know of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver or liquidator to petition for winding-up of the company or exercise any other rights over or against the company’s assets.
(ii) Goods which are the subject of any agreement by Bspoke Design to sell (which expression means, without limitation, any order) shall be at the risk of the customer as soon as they are delivered by Bspoke Design to his vehicles or his premises on his instructions.
(iii) Such goods shall remain the sole and absolute property of Bspoke Design as legal and equitable owner until such a time as the customer shall have paid Bspoke Design the agreed price in full together with the full price of any other goods the subject of any other contract with Bspoke Design. The customer shall pay all legal and other costs incurred by Bspoke Design in recovering any amounts owing from the customer and for goods in which title has been retained by Bspoke Design.
(iv) The customer acknowledges that he is in possession of goods solely as bailed for Bspoke Design until such time as the full prices thereof is paid to Bspoke Design together with the full price of any goods the subject of any other contract with Bspoke Design.
(v) The customer’s right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy or if he, being a company, does anything or fails to do anything which would entitle any person to present a petition for winding-up. Bspoke Design may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5. DELIVERY
(i) Bspoke Design reserves the right to charge carriage on deliveries as appropriate.
(ii) Delivery dates provided by Bspoke Design are estimates only and are not guaranteed. Time is NOT of the essence in relation to delivery. Bspoke Design will use commercially reasonable efforts to deliver goods on or before the estimated delivery date, but shall not be liable for any delay in delivery howsoever caused, including (without limitation) delays arising from:
• Breakdown, failure, or malfunction of manufacturing plant, machinery, or equipment
• Technical or mechanical failures at supplier facilities
• Supply chain disruptions or manufacturing delays
• Delays by third-party manufacturers or suppliers beyond Bspoke Design’s reasonable control
(iii) Should Bspoke Design envisage a potential delay in delivery, the Company will notify the customer within 4 working days of the initially estimated delivery date to discuss alternative delivery arrangements. The customer acknowledges that such notification does not constitute an admission of breach and does not trigger automatic contract termination or compensation rights.
(iv) If delivery is delayed by the customer (including failure to confirm delivery arrangements, provide necessary site access, or accept goods when ready), Bspoke Design will store the goods free of charge for a reasonable period of 7 to 14 calendar days, subject to available workshop space. After this period, Bspoke Design reserves the right to charge a reasonable sum to cover storage, insurance, and facility costs incurred. Storage charges will be invoiced monthly and become due upon receipt.
(v) The customer shall: (a) check all goods delivered by Bspoke Design and sign the delivery note in the presence of the driver; (b) mark any discrepancies between goods ordered and goods delivered on the delivery note prior to signing; and (c) refuse any goods found to be damaged and mark the delivery note accordingly.
(vi) Any claims for damaged goods or discrepancies between goods listed on the delivery note and goods actually delivered must be submitted to Bspoke Design in writing with full particulars within 24 hours of delivery, failing which Bspoke Design will not accept any liability. A delivery note signed ‘unexamined’ or without notation of visible damage does not provide grounds for a valid claim.
(vii) The customer acknowledges that the remedies available for delivery delays are limited to reasonable extension of time within which to perform, and that no delay in delivery (howsoever caused) shall entitle the customer to reject goods, cancel the order, claim damages, or pursue any other legal remedy.
6. CUSTOMER OBLIGATIONS & DELIVERY CONDITIONS
(i) The delivery period (and any contractual timeline) shall commence only when Bspoke Design has received all of the following:
• Full payment (on proforma basis) or approved credit facility confirmation
• All necessary specifications, samples, measurements, colour codes, or other information required to manufacture the goods
• Confirmation of final delivery address and access details
(ii) If the customer fails to provide complete information, samples, or specifications, the delivery period shall be extended by a period equal to the time taken to obtain such information, at no liability to Bspoke Design.
(iii) If the customer is unable or unwilling to accept delivery of goods once they are ready and available for despatch, or if the customer fails to take possession at the agreed time, Bspoke Design reserves the right to:
• Store the goods at the customer’s risk and expense
• Charge daily storage and insurance fees as set out in the invoice
• Retain title to the goods until all payments (including storage and insurance charges) are made in full
(iv) The customer acknowledges that storage fees and insurance charges are commercially necessary costs and are not penalties. Such charges are in addition to the purchase price and shall be invoiced separately.
7. FORCE MAJEURE
(i) Bspoke Design shall not be liable for any failure or delay in performing its obligations under a contract if such failure or delay is caused by circumstances beyond the reasonable control of Bspoke Design, including (without limitation):
• Breakdown, failure, malfunction, or inadequate capacity of any manufacturing, production, or processing equipment or machinery
• Technical failures affecting plant, facilities, or infrastructure
• Acts of God (lightning, flood, earthquake, severe weather)
• War, armed conflict, civil disturbance, riot, or strike
• Pandemic, epidemic, or government-imposed lockdown or travel restrictions
• Shortages or unavailability of materials, parts, or labour
• Failure or delay by third-party manufacturers, suppliers, or logistics providers
• Utility or infrastructure failure (power outage, internet failure, transportation network disruption)
• Government action, sanctions, export restrictions, or changes in law or regulation
(ii) Upon occurrence of a Force Majeure event affecting Bspoke Design’s ability to perform, Bspoke Design shall:
• Promptly notify the customer (within a reasonable timeframe appropriate to the circumstances)
• Provide reasonable details of the Force Majeure event and its anticipated impact on delivery
(iii) During a Force Majeure event, Bspoke Design’s obligations under the contract are suspended. Bspoke Design shall be entitled to a reasonable extension of time to perform its obligations, such extension to be determined in light of the nature and anticipated duration of the Force Majeure event. The customer shall not be entitled to cancel the contract, reject goods, claim damages, or pursue any other remedy solely by reason of such suspension or extension.
(iv) If a Force Majeure event continues for a period exceeding 60 calendar days, either party may terminate the contract by written notice to the other party. Upon such termination, the customer shall pay Bspoke Design for all goods already manufactured or in the course of manufacture, together with any costs and expenses incurred by Bspoke Design up to the date of termination.
(v) The customer acknowledges that Force Majeure events are unpredictable and beyond Bspoke Design’s control, and that Bspoke Design shall not be liable for any loss, damage, or additional cost incurred by the customer as a result of such events, including (without limitation) consequential loss, lost profits, or lost business.
8. LIMITATION OF LIABILITY
(i) Bspoke Design’s total liability under any contract (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall be strictly limited to the total amount paid or payable by the customer for the goods, or £500, whichever is greater.
(ii) Notwithstanding any other provision, Bspoke Design shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the contract, including (without limitation):
• Loss of profits, revenue, business opportunity, or anticipated savings
• Loss of use, loss of data, or interruption to business
• Wasted management or administrative time
• Reputational damage or loss of goodwill
• Third-party claims or liability incurred by the customer
(iii) These limitations apply regardless of the form of action, whether based on contract, tort (including negligence), breach of statutory duty, misrepresentation, or any other legal theory, and regardless of whether Bspoke Design has been advised of the possibility of such damages.
(iv) The exclusion of consequential loss and the limitation of liability set out above are the customer’s sole and exclusive remedies for any breach of contract or failure in performance by Bspoke Design.
9. ORDERS
(i) Bspoke Design’s trading policy is only to supply bona fide trade customers against official customer orders. The proper control and authorisation of official orders is deemed to be the responsibility of the customer. Bspoke Design cannot accept any liability for either the incorrect use or abuse of customer official orders.
(ii) Bspoke Design reserves the right at anytime and without explanation to:
• Refuse to accept an order or to cancel an order
• Suspend deliveries against an order whether or not an account is in arrears
• Refuse cancellation of an order
• Cancel unexecuted instalments of an order
(iii) No variation of an order will be recognised unless otherwise agreed by Bspoke Design in writing.
(iv) Bspoke Design retains the right to levy a handling charge where a customer cancels an order.
10. RETURNS
(i) Only faulty goods (not matching the exact description of the order) may be returned by the customer for repair or replacement only. Such returns requiring Bspoke Design prior written consent.
(ii) No liability can be accepted for loss or damage to goods returned by the customer.
11. PLANTERS
(i) Warranties & Defect
Whilst the Company will be fair and reasonable and all products are supplied in good faith and believed to be suitable for their intended use, no conditions or warranties are made or implied as to the quality or life expectancy of the products beyond a 12 month period. Products believed to be defective shall be retained by the buyer for inspection by us to verify the existence of the covered defect.
The 12 month warranty applies to the original purchase from the date of purchase and covers manufacturing faults and defects only. If an item should fail as a result of a manufacturing fault or defect, the manufacturer at their discretion will repair, refinish or replace the failed item. If it is not feasible to repair a reduction in price on the product may be offered. The warranty also does not cover any parts or products that are subject to normal wear and tear. In the event of a failure, it is the customer’s responsibility to return the item for inspection.
We cannot accept liability in respect of any defect arising from fair wear and tear, willful damage, abnormal working conditions, failure to follow our instructions, or the alteration or repair of the goods without our approval. The limitation of the company’s warranty is to the goods and services provided only and excludes any product or service (including installation and building work) not supplied by the vendor nor any other consequential damage or loss arising. We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
Repair or replacement of the product which has been neglected, abused, misused, or damaged intentionally will not be covered. You must take reasonable care of the product.
If planters have been repaired by the client, we will not accept responsibility for the repair works carried out and will void the warranty.
In all cases, reasonableness and fairness shall be the prevailing factor.
(ii) Watertight Planters
Although some of the Planters supplied by the Company are manufactured to be watertight, the Company cannot guarantee the product will be and remain watertight in situ. The Company will not be held responsible for damage to third party property due to leaking planters or liners and strongly recommends a water test prior to use. Nor will the Company be held responsible for plants or trees that perish due to lack of water.
(iii) Castors
The planters supplied are to be used on smooth surfaces and we will not be liable if damage is caused by the planters used on bumpy surfaces or rough terrain.
(iv) Channel Feet
Planters can be designed with either 2 channel feet or 4 corner feet. It is the customer’s responsibility to ensure that the containers are stable on site. We will not be liable if there is an insufficient supporting base for the planters.
(v) Drainage Holes
We will not be liable for any subsequent damage caused by water overloading.