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Terms and conditions of sale
Version number: 1.0
Effective date: 19.02.2024
Please read these Terms and Conditions carefully. These Terms and Conditions apply when you (or the “Consumer”) purchase goods or services sold on janeclayton.com, any subdomain thereof, any mobile version thereof, or by placing an order by telephone to our company. The goods and services are offered by Jane Clayton & Company Retail Limited (“Jane Clayton”, “Company”, or “we”).
1. Ordering. Your order is a legally binder offer to buy from us (except as otherwise stated below).
1.1 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.
1.2 When ordering by telephone, you place your order verbally in the course of the telephone conversation.
1.3 However you place your order you must ensure that your order (including delivery address) and any other information you supply to us is correct. You should immediately notify us if there are any changes to your information.
1.4 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.
1.5 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.
1.6 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.
2. Payment and Charges. This section governs your payment obligations.
2.1 We require payment to be made in advance for any goods or services purchased. We are not obligated to send any goods until we have received full payment and cleared funds.
2.2 Our prices may change from time to time. The price for the goods or services you order is as stated on our website at the time you send us your order.
2.3 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.
2.4 If we have mis-priced any item by mistake, we are not obligated to supply the item at that price, provided we tell you before we ship the item. If we do notify you of the mistake, 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.
2.5 You agree to contact us immediately with full details if you dispute any payment.
3. Products.
3.1 Due to the nature of the goods and products we offer, there may from time to time be small imperfections, natural flaws, and/or minor differences in the actual goods or products (or the packaging and labeling thereof. By ordering and goods or products, you acknowledge and agree that the goods or products may vary slightly in color, shade, or otherwise have other minor differences or imperfections as from any samples, previously ordered goods, or from the products images seen online.
3.2 You accept that most of our goods are dyed and that batches can vary slightly in color and shade. Accordingly, we cannot guarantee that color 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 dispatched does not include the full range of colors or pattern design. (If you are in any doubt, please call our customer services team for further advice.).
4. Delivery.This section governs both parties’ responsibilities as to the delivery of goods.
4.1 Delivery will be complete when we deliver to the address which you specify when ordering. Depending on your order, we may deliver distinct parts or items of your order on different dates.
4.2 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 reserve the right to cancel any order from a country to which we cannot or do not deliver to.
4.3 Unless otherwise stated, delivery dates given on our website are estimates. You acknowledge and agree that we will not be responsible for any losses arising from any delays in delivery. You agree to inform us in advance of any delivery access restrictions on the premises to be delivered to.
4.4 If you receive notification of an unsuccessful delivery attempt, it is your responsibility to contact the delivery company to arrange for re-delivery. If the delivery company returns the item to us, we may void the sale, in which case we will refund the price paid, minus any delivery charges incurred.
4.5 If you have failed to comply with your obligations regarding delivery, we need not reattempt delivery, and you will be responsible for any delivery, storage, insurance or other costs that we incur as a result. 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).
4.6 You become owner of the goods after the later of delivery of the goods and payment of the price plus delivery charges.
5. Inspection.This section governs your obligations to inspect goods upon delivery.
5.1 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.
5.2 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.
5.3 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.
6. Our Right to Cancel an Order.This section governs our right to cancel an order.
6.1 We are entitled to cancel an order, even after confirmation, and not ship any 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. we reasonably believe that you have not complied with these terms and conditions, or have otherwise acted unlawfully.
6.2 Our canceling of an order will not affect any existing rights and liabilities, and all terms and conditions which are stated or intended to continue after termination will continue to apply.
7. Discount codesThis section governs your use of discount codes.
7.1 We may offer discount codes from time to time. All discount codes refer to prices excluding delivery charges. Discount codes may only be applied to purchases made through the account that the discount code was specifically offered. Discount codes are nontransferable and cannot be redeemed for cash.
7.2 Unless we say otherwise, discount codes: (1) are only available for new orders placed online; (2) cannot be used retroactively; (3) can only be redeemed once per customer or account; and (4) expire after 12 months.
7.3 You cannot use more than one discount code per order unless we state otherwise.
7.4 We reserve the right to reject any discount code if we consider that it is being used in breach of these terms and conditions. Discount codes may be subject to additional terms and conditions displayed at the time of the order. We have the right to discontinue or otherwise modify any discount codes at any time without prior notice.
8. Measuring and Installation Services.This section governs your obligations during our measuring and installation services at your premises.
8.1 Subject to the other terms and conditions herein, we agree to supply our measuring/installation services with reasonable skill and care.
8.2 If you use our measuring or installation services, you agree to ensure that we are given access to your premises at the agreed upon time and that a person over 18 years old is present at all times while we are on your premises.
8.3 You agree to provide us with a safe place to work and reasonable co-operation in completing our tasks on your premises.
8.4 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 upon time.
9. Warranty for Made to Measure Goods. This section governs the additional warranty on certain made-to-measure goods, available only to individual purchasers for personal use and not commercial or business purposes.
9.1 This warranty applies only to made to measure goods as follows:
a. 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);
b. to manufacturing defects in workmanship (i.e., quality of stitching), key components (e.g., blind headrail mechanisms) and face fabric;
c. to the original person who bought the goods;
d. where the goods are used in your home (i.e., and not if used in a commercial setting);
e. where you can produce proof of purchase; and
f. for five years from the date of delivery.
9.2 This warranty does not apply as follows:
a. if you failed to comply with recommended care and cleaning instructions;
b. 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);
c. to shrinking or stretching due to changes in atmospheric conditions (temperature or humidity);
d. to damage due to contact with direct sources of heat;
e. to damage caused by you including deliberate damage, damage by pets, and damage resulting from misuse, accidents or normal wear and tear;
f. to component failure due to excess force (e.g., pulling heavily on curtains, or excessive force using on blind chains or cords);
g. if you altered or repaired the item; or
h. if you failed to pay the full price for the item on time.
9.3 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.
9.4 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.
10. Intellectual Property of Company. The name Jane Clayton and Company and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered and common law copyright, trademarks, service marks or trade dress of the Company in the U.S. and/or other countries. The Company's copyrights, trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. This section also applies to any goods you may have purchased from us, which does not give you any rights in any intellectual property of the Company. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks or service marks or other proprietary information owned by us without obtaining the prior written consent of the copyright owner.
11. Return policy.Your right to return unwanted goods is subject to our Return Policy, if any, on our website.
12. Changes and Modifications of Terms and Conditions.We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms and Conditions at any time without further notice, provided that we post the changes to these Terms and Conditions on this page and will indicate at the top of this page the date these terms were last revised. All goods or services purchased will be subject to the Terms and Conditions that were in place at the time of sale. It is your responsibility to check the Terms and Conditions prior to making any purchase.
12. Disclaimers and Limitations on Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO THE PURCHASE OF ANY GOODS OR SERVICES. BY PURCHASING ANY GOODS OR SERVICES YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE EXPRESS WARRANTIES SET FORTH HEREIN AND ELSEWHERE ON THE SITE ARE THE ONLY WARRANTIES APPLICABLE TO THE SALE OF GOODS BY COMPANY PURSUANT TO THE AGREEMENT, AND THEY EXCLUDE ALL OTHER EXPRESS, ORAL OR WRITTEN WARRANTIES, AS WELL AS ANY WARRANTIES IMPLIED BY LAW WITH RESPECT TO THE GOODS, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PURPOSE, NOTWITHSTANDING ANY DISCLOSURE TO COMPANY OF THE INTENDED USE OF THE GOODS.
GOODS AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR PURCHASE OF ANY GOODS AND SERVICES UNDER ANY CAUSES OF ACTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TERM OF THIS AGREEMENT AND IN NO CASE WILL EXCEED THE AMOUNT PAID BY YOU TO COMPANY IN THE PRECEDING 6 MONTHS. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE PURCHASE OF GOODS OR SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
14. Indemnity.You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and representatives for damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees), arising in connection with any claim, suit, proceeding, or other action arising from your use of any goods or services, your conduct in connection with the use of any goods or services, or any violation of these Terms and Conditions, or of any law or the rights of any third party.
15. Miscellaneous.
a. Agreement to Terms and Conditions. By Clicking “I agree” on our online order form, you are agreeing to these Terms and Conditions and our other Site Policies, including our Privacy Policy, incorporated herein. If you do not agree to these Terms and Conditions, DO NOT click “I agree.”
b. Payments. Payment processing for purchasing goods and services may be handled by third-party payment gateway providers. When buying goods and services you will need to enter your credit card or other payment details into the payment system before you confirm your purchase.
c. Fraudulent Transactions. If you suspect there has been a fraudulent transaction recorded in respect of the Site, you must contact the Company directly to resolve your complaint. The Company will cooperate with the third-party payment gateway to provide reasonable assistance in resolving any complaint.
d. Taxes. You are responsible for all applicable taxes, costs, hardware, software, services and all other costs and expenses related to your ability to purchase Goods and Services.
e. Communications. You acknowledge that the Company will use the email address you provide as the primary method for communication. In some cases, you may receive text message notifications to alert you of information regarding your orders. You can cancel this service at any time. Just reply text "STOP" to cancel. Message and data rates may apply.
f. Export. You agree that you shall comply with all applicable export and import control laws and regulations in your use of this site, or materials or services received through this site, and, in particular, you shall not export or re-export anything on or received through this site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.
g. Governing Law; Venue and Jurisdiction. While this Site can be accessed and goods and services can be purchased in different countries all over the world, by visiting or using the Site, or by purchasing any goods or services, you agree that the laws of the United States shall apply to any actions or claims arising out of or in relation to these Terms and Conditions, without regard to conflicts of laws principles thereof. Your further agree that the laws of the State of New York without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts in New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts in New York.
h. Alternative Dispute Resolution. You and the Company agree that all disputes, controversies or differences that may arise between the parties hereto, out of or in relation to or in connection with this Agreement ("Dispute(s)"), and that cannot be resolved between the parties, shall be submitted first to non-binding mediation. If the Dispute is not resolved through such mediation, then the Dispute shall be submitted for binding arbitration in New York City, New York in accordance with the Consumer Procedures and Rules of the American Arbitration Association. You understand and hereby agree that Disputes shall be arbitrated on an individual basis and that there shall be no right or authority for any Dispute to be arbitrated on a class action basis or in any other representative capacity on behalf of other persons similarly situated. In addition, Disputes brought to arbitration pursuant to these Terms and Conditions may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration result is to be given preclusive or precedential effect as to issues or claims in any Dispute with anyone who is not a party to the arbitration.
i. Survival. Although this Agreement may be terminated by you or us at any time and for any reason, the terms of the following sections of this Agreement will survive any such termination and you and we will continue to be bound by such terms indefinitely: (Term), (Proprietary Rights in Site Content), (Member Disputes), (Disclaimers and Limitation on Liability), (Indemnity), and this (Miscellaneous).
j. Entire Agreement. These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site, superseding any prior agreements between you and the Company relating to your use of the Site.
k. Assignability. All of our rights and obligations herein are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. You may not assign your rights or obligations herein without the express prior written consent of Company.
l. Notices. We may send all notices under this Agreement by email to the most recent email address you provide with your Registration Data. You may send us any notices to the email address [email protected].
m. Other. The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use shall be held invalid or deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
