Terms & Conditions

Terms and conditions of sale

The customer’s attention is drawn in particular to the provisions of clause 10.

Interpretation
1. Definitions. In these Conditions, the following definitions apply:
  Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  Conditions: the terms and conditions set out in this document.
  Consignment Stock: Goods held by the Supplier in the Storage Facilities pursuant to the Forecast and which are held on a consignment stock basis.
  Contact: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
  Customer: the person or firm who purchases the Goods or Services from the Supplier.
  Force Majeure Event: has the meaning given in clause 12.
  Goods: the goods (or any part of them) set out in the Order.
  Intellectual Property Rights (IPR): all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.
  Obsolete Goods: the person or firm who purchases the Goods or Services from the Supplier.
  Order: the Customer’s order for the Goods, as set out in the Customer’s written or digital acceptance of the Supplier’s quotation.
  Parties: the Customer and Supplier.
  Services: one or more services, as set out in the order, including but not limited to: graphic design, web design, web development, web hosting, application development, photography, fulfilment and logistics.
  Slow Moving Goods: Consignment Stock which has not been subject to a Requisition Notice within the period of 12 months from the date that they were taken into the Storage Facilities.
  Supplier: Lavanya.
2. Construction. In these Conditions, these following rules apply:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors or permitted assigns.
  3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written includes faxes and emails
Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
5. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract or have any contractual force.
6. A quotation for the Goods and/or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
Services
1. The Services are described in the Supplier’s quotation.
2. 3.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and inform the Supplier in advance of the commencement of the delivery of the Services of all information reasonably necessary for the Services to be performed effectively.
3. If the Customer requests the Supplier to undertake services in excess of the Services provided for (otherwise than by an agreed variation as provided for in a Service Agreement) such services shall be subject to further charges by the Supplier. These will be priced accordingly at the time of request.
4. The parties may at any time mutually agree upon and execute a new proposal. Any alterations in the scope of Services to be provided under this Agreement shall be set out to reflect the changed Services and fees and any other terms agreed between the parties.
5. The Customer may at any time request alterations to a proposal by notice in writing to the Supplier. On receipt of the request for alterations, the Supplier shall advise the Supplier by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
6. If the alterations are agreed, the proposal/estimate will be amended accordingly. If the Supplier does not wish to proceed, this agreement will then terminate and the Supplier will submit a final invoice for all work carried out to that point, payable in accordance with section 8 below.
7. The Supplier shall use all reasonable endeavours to complete the Services within the time frames estimated, but time shall not be of the essence in the performance of any Services.
8. The Supplier reserves the right to request the Customer to pay a percentage of the order fee in advance of commencement of the work, with a further percentage at one or more mutually agreed stages of the project.
9. Should any order remain unfinished after 60 days, the Supplier reserves the right to invoice for all work to date at that point – even if the project then continues after that time and to its agreed scope as per the estimate/proposal.
10. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s provision of the Services. This clause 3.1 shall survive termination of the Contract.
Goods
1. The Goods are described in the Supplier’s quotation.
2. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s manufacture or supply of the Goods. This clause 4.1 shall survive termination of the Contract.
3. Alterations from any original copy on and after the first proof, including (but not limited to) alterations in style of construction, will be charged as an extra cost from the Supplier to the Customer. Proofs of all work may be submitted for the Customer’s approval and no responsibility will be accepted by the Supplier for any errors in proofs that have been passed by the Customer. The Customer shall be solely responsible for any item that the Supplier prints on the Goods on the instructions of, or at the request of the Customer, whether for any design that the Supplier executes on the instructions of, or at the request of the Customer, where the same have been supplied by the Customer or the Supplier and the Customer will indemnify the Supplier against any claims or proceedings made or brought by third parties arising there from.
4. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
Delivery
1. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location)
2. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
3. Where contracts provide for delivery without specifying a Delivery date, the Goods will be delivered when ready, as soon as is reasonably practicable.
4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6. If the Customer fails to accept delivery of the Goods then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
  1. delivery of the Goods shall be deemed to have been completed at 9 .00 am on the day on which the Supplier notified the Customer that the Goods were ready; and
  2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7. If 5 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
8. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered. Where an Order/contract provides for delivery by instalments, then for the purpose of this clause, these instalments shall be aggregated.
9. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Quality
1. The Supplier warrants that on delivery, the Goods shall:
  1. conform with their description;
  2. be free from material defects in design, material and workmanship; and
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
2. Subject to clause 6.4, if:
  1. the Customer gives notice in writing to the Supplier within a reasonable time of discovery and not more than 14 days after delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
  2. the Supplier is given a reasonable opportunity of examining such Goods;
    
    and
  3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3. If the Customer’s complaint or claim is related to the transport of the Goods, then the time limit in clause 6.2 above will be amended to allow the Supplier to comply with any time limit and/or procedure of the relevant transportation carriers, by which the Goods were transported. This could in some circumstances, be less than 14 days, and as such it is the Customer’s responsibility to ensure that they clarify any relevant time limits for claims and/or complaints. Any claims or complaints received outside the time limits above will only be considered at the sole discretion of the Supplier.
4. The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause in any of the following events:
  1. the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
  2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  3. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of the Supplier;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
  1. the Goods; and
  2. any other goods or services that the Supplier has supplied to the Customer.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. hold the Goods on a fiduciary basis as the Supplier’s bailee;
  2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  5. notify the Supplier immediately if it becomes subject to any of the listed in clause 10.2; and
  6. give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Intellectual Property Rights (IPR)
1. When commissioning the Supplier for original creative and/or development services, the Customer is purchasing the copyright in the work the Supplier creates for you, and this is assigned to the Customer on receipt of full and final payment of all fees due. The Supplier retains the copyright until the agreed payment has been met. If the Supplier are not paid, then the Supplier reserve the right to refuse the use of any work for any purposes.
2. Exclusions to IPR ownership include any fonts and/or IP protected images purchased on the Customer behalf, or third party technology used in completion of the service.
3. The Supplier reserve the right to use any work produced for the Customer for promotion.
4. Ownership of IPR (intellectual property rights) of original creative and/or code written for the intent of the quoted project is retained by the Supplier, unless otherwise agreed in writing before commencing any works. The Supplier grant full use of IP necessary for the Customers business, limited to the project.
Price and payment
1. The price of the Goods and/or Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery/completion.
2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
3. The price of the Goods/Services is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
4. The price of the Goods/Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
5. The Supplier may invoice the Customer for the Goods/Services on or at any time after the acceptance of an Order.
6. The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Time of payment is of the essence.
7. The Supplier reserves the right to charge £20.00 to the Customer for any payment returned by the bank, regardless of the reason.
8. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Royal Bank of Scotland plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9. In the event that the Customer’s procedures require that an invoice be submitted against a Purchase Order for payment, the Customer shall be responsible for issuing such Purchase Order before the commencement of the Services. The Customer agrees that this clause shall still apply in the event of any failure to obtain a Purchase Order and any late payment shall incur interest and charges as set out in clause 9.8.
10. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
11. The Customer authorises the Supplier at all times and in all cases as the Supplier deems necessary to obtain information or data from any person, bureau, or business body, to be used for the purposes of a financial risk assessment. The Customer acknowledges that these details may and can include personal, business and company information but the Supplier agrees to use such information solely for the purposes of financial risk assessments, credit rating and credit limits only.
12. If The Supplier agrees to supply, and the Customer agrees to purchase, Goods on a consignment stock basis;
  1. The Customer must pay for all Slow Moving Goods and Obsolete Goods in accordance with the payment provisions set out in clause 9.
  2. The Customer agrees to notify the Supplier immediately if any of the Consignment Stock is considered Obsolete Goods.
    
    the Supplier may issue its invoice for the Goods:
  1. At any time after a Requisition Notice had been issued in respect of them or one should have been issued had the Customer complied with its duties under this Agreement;
    
    And
  2. At any time after any Goods become Slow Moving Goods or are designated Obsolete Goods.
Customers insolvency or incapacity
1. If the Customer becomes subject to any of the events listed in clause 10.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
2. For the purposes of clause 10.1, the relevant events are:
  1. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  2. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  4. (being an individual) the Customer is the subject of a bankruptcy petition or order;
  5. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
  7. (being a company) the holder of a qualifying charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
  9. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(h) (inclusive);
  10. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
  11. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
  12. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
Limitation of liability
1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees agents or subcontractors (as applicable);,
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  4. defective products under the Consumer Protection Act 1987; or
  5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability
2. Subject to clause 11.1:
  1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
    
    and
  2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods/Services.
Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
General
1. Assignment and other dealings.
  1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
2. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
3. Severance.
  1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
5. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
6. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
7. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including noncontractual disputes or claims).
Data / Privacy

Lavanya (“We”) take privacy very seriously and is committed to ensuring that your privacy is protected. We will only use your personal information for the following purposes:
1. To administer and manage our business relationship with you, including to set-up and maintain your credit account.
2. To provide you with a tailored service to meet your needs.
3. To deal with quotation requests from you for goods and services.
4. To process orders from you for goods and services.
5. To notify you of any changes that affects your relationship with us.
6. To make use of credit reference agencies from time to time.
7. In the recovery of debt in case of non-payment.
8. To provide management information to your company.
9. To comply with all applicable regulations and laws.
10. Internal record keeping.

We may from time to time contact you with information regarding products and services we believe may be of interest. If you do not wish to be contacted in this way at any time you may opt out by emailing [email protected] or clicking on the opt-out link on our email communications. Please refer to our website for full details on https://lavanyajewellerygb.com/privacy-policy/