TERMS OF SALE

These terms and conditions (“Terms”) govern the sale and purchase of goods via the website found at www.michaelanastassiades.com (the “Website”) or via any other e-commerce platform or digital correspondence (collectively, “E-commerce Platforms”).

These Terms do not govern the sale and purchase of goods in person from any Michael Anastassiades gallery, showroom or other authorised venue. For such sales, please see the terms provided by the venue.

PARTIES, PRODUCTS AND GOODS

By placing an order as set out below, you are entering into a binding agreement with Michael Anastassiades Limited (a company registered in England and Wales with company #8119375) (“we” or “us”) for the purchase of certain items via the Website or applicable E-Commerce Platform.

Items offered for sale at the Website or via an E-Commerce Platform are referred to as “Products”.

Products which are purchased by and shipped to you are referred to as “Goods”.

BASIS OF OUR CONTRACT WITH YOU

2.1.By placing an order via an E-commerce Platform (“Order”) you are making an offer to us to buy the Product(s) in your Order. When we send you an e-mail confirming receipt of your Order (“Order Confirmation”), this is an acknowledgement of your Order, not acceptance of your offer. Acceptance of your offer is made only when we dispatch the relevant Goods to you, save where excepted below.

2.2.We shall send you a confirmation email that your Goods have been dispatched (“Dispatch Notice”). The Dispatch Notice is for information only, and is not required to accept your offer.

2.3.If your Order is for more than one Product and we dispatch the Goods separately, each separate dispatch will constitute the conclusion of a separate contract of sale between you and us for the Goods dispatched.

2.4.You may cancel your Order prior to our having dispatched the Goods or having sent you a Dispatch Notice relating to those products, save in respect of Custom Orders or other Orders requiring Deposits (as further detailed below). This right of cancellation prior to dispatch is in addition to any other right of cancellation after the Order is delivered, as further particularised in section 5 below.

2.5.These Terms apply in preference to any other terms and conditions that may have previous applied, including for in-person sales and prior course of dealings. Your statutory consumer rights are not affected. References to the “Contract” mean these Terms as applicable (a) prior to acceptance of your Order (offer); and (b) after acceptance of your Order.

CUSTOM ORDERS

3.1.“Custom Orders” mean Orders which include any customisations, of any nature, including made-to-measure or made-to-order Products or any specific requests for variations to the Products. Custom Orders do not include in-stock Products which are not made-to-measure or made-to-order which are offered “as is” at the Website.

3.2.You are responsible for the accuracy of any bespoke measurements, drawings, designs and other instructions (including in relation to patination and drop length), received from you in respect of any Custom Orders (“Customer Instructions”). Any underlying designs, sketches or other materials contained in Customer Instructions which are not derived from those available at the Website or otherwise supplied by us via the applicable E-Commerce Platform are referred to as “Customer Materials”.

3.3.Any samples, drawings or other descriptive materials produced by us for any Custom Order including those in our catalogues or brochures are indicative only and do not constitute a precise specification of the final Goods.

3.4.You acknowledge that once an Order Confirmation is received for a Custom Order, we may commence work on producing the Goods immediately or at any time after. This may include design work, ordering materials and labour assignments. Accordingly, (a) Custom Orders may require a Deposit; and (b) your right to cancel Custom Orders shall be subject to further restrictions as set out in clause 8.

3.5.We reserve the right to amend any Custom Order if required by any applicable statutory or regulatory requirement, or if functionality and/or design integrity cannot be reasonably achieved within the Customer Instructions. We shall notify you in the event that such modifications are material. Such notification shall not constitute a counter-offer, but we may accommodate feedback in our sole discretion.

3.6.You indemnify us against all liabilities, costs, expenses, damages and losses (including legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the incorporation of any Customer Materials into one or more Products. This indemnity shall survive termination of this agreement.

3.7.You acknowledge and agree that the provision by you and/or use by us of Customer Materials (if any) to create the Goods shall not create or assign to you any right, title or interest in the underlying intellectual property rights embodied in Products using the same. Further, you acknowledge that we may use the underlying designs, in whole or in part, in future Products for other customers. To the extent that the use of Customer Materials in this way shall create a derivative work of any existing designs or other intellectual property rights embodied in Products) you hereby assign all right and title of the intellectual property rights of such derivative work to us with full title guarantee and waive any and all claim in respect of the same.

DELIVERY AND COLLECTION

Delivery by Us

4.1.We shall ensure that each delivery of the Goods is accompanied by a shipping label which includes the delivery address, a final invoice that shows the value and date of the Order, all relevant customer reference numbers, a packing list describing the type, quantity of the Goods, special delivery instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2.We shall deliver the Goods by courier to the location set out in the Order (“Delivery Location”) at any time after the Order Confirmation is sent, or on the date set out in the Order (“Delivery Date”). You are liable for any associated import duties and all applicable taxes which are not included in the price of the Goods. For the avoidance of doubt, you are not liable for the cost of delivery where the Order value qualifies for free delivery, as set out in the E-Commerce Platform communications and confirmed in the Order Receipt, save for any re-delivery costs as a result of failed delivery attempts due to insufficient or inaccurate delivery instructions.

4.3.Delivery is completed upon unloading of the Goods at the Delivery Location.

4.4.The Delivery Date stated in the Order is an approximate guide only, and is subject to availability of the Products and production schedules. The Delivery Date may be subject to change upon notification by us where delivery or production has been delayed for reasons beyond our reasonable control, including but not limited to a Force Majeure Event or your failure to provide us with sufficient information or instructions that are relevant to the delivery of the Goods (“No Fault Delay”). Time shall not in any event be of the essence with respect to Delivery.

4.5.If you fail to take delivery of the Goods within 14 (fourteen) days of the corresponding Dispatch Notice then we shall be entitled to charge you for the storage costs and associated expenses (including insurance) of the same at the rate of £120 plus VAT per month, or (if higher) the amount shown via the applicable E-Commerce Platform at the time the Order was placed, which amount may be offset against any deposits or credit amounts we hold for you.

4.6.We may deliver the Goods by express delivery and/or split consignments, which shall be invoiced and paid for separately based on destination and volumetric weight per consignment. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

4.7.In respect of certain Products where the option is given to you at the time the Order is placed, you may collect the Goods from our premises (currently at Unit 1-3 Park Lane Industrial Estate, Park Lane East, DY4 8RF, United Kingdom unless updated at the Website, or such other location as may be advised in the Order Confirmation). In such instances we shall send you a notice that the Goods are ready for collection (“Collection Notice”) in lieu of a Dispatch Notice.

4.8.Notwithstanding any Delivery Date or dates set out in the Collection Notice, which shall be regarded as provisional, Collections must be booked by with at least 48 hours’ written notice to warehouse@michaelanastassiades.com, accompanied by the Order number and, if applicable, all export and VAT-required documents. Goods for collection must be collected within 14 (fourteen) days of the Collection Notice unless agreed with us otherwise in writing.

General

4.9.If ninety (90) days after the Dispatch Notice or Collection Notice (as applicable) we have been unable to deliver to you or you have not taken actual delivery of the Goods, we may upon notice to you resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any unpaid shortfall.

4.10.In the event that the packaging is badly damaged or the Goods obviously damaged, you may refuse to accept delivery of the consignment. In such circumstances the Goods will be returned to us and you may elect to receive a refund or replacement Goods.

4.11.In the event that the consignment is accepted and the Goods are subsequently found to be damaged, you may return the Goods to us within thirty (30) days. As proof of damaged Goods, you will be requested to: (i) record any damages to the packaging visible on delivery on the courier’s delivery note on receipt of the Goods; (ii) detail any damage to the Goods together with photographic evidence of the damage; and send the same to us at sales@michaelanastassiades.com as soon as reasonably practicable.

4.12.If a consignment has omitted any of the Goods constituting the Order, you shall have the right to cancel that part of the Order and receive a refund. Any omissions should be reported to us at sales@michaelanastassiades.com within 72 hours of receipt of the applicable consignment.

TITLE AND RISK

5.1.Risk in the Goods shall pass to you on delivery or collection.

5.2.Title to the Goods shall not pass to you until we receive payment in full for the Goods for the amount set out in the Order.

5.3.Until title to the Goods has passed to you, you shall:

(a) store the Goods safely and separately from all other goods held by you so that they remain readily identifiable as our property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in the same condition as delivered.

5.4.The intellectual property rights in the Products and in any drawings, specifications, images and other materials embodied in the Products remain our property absolutely and are not transferred or licensed to you by the transfer of the Goods. 

WARRANTY

6.1.We warrant that on delivery or collection, and for a period of twenty-four (24) months from the date of delivery or collection (“Warranty Period”, save in respect of lamps, for which the Warranty Period shall be six (6) months), the Goods (including any transformers, ballasts, and/or other electronic devices) shall:

(a) conform in all material respects with their description and any applicable bespoke elements. You acknowledge and agree that, for all pendant lights, a tolerance of 25mm in drop length should be allowed. Further, the product dimensions of the main body of a mobile chandelier may vary by up to 10% for balancing purposes; and

(b) be free from material defects in design, material and workmanship.

6.2.Subject to Clause 6.3, if:

(a) you give notice in writing to us during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 6.1; 

(b) we are given a reasonable opportunity of examining such Goods; and

(c) you shall (if asked to do so by us and at our cost) return such Goods to our place of business, we shall, at our sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full (excluding the cost of de-installation and/or re-installation of fittings, transformers and/or other components).

6.3.We shall not be liable for the Goods' failure to comply with the warranty set out in Clause 6.1 if:

(a) you make any further use of such Goods after giving notice in accordance with Clause 6.2;

(b) the defect arises because you failed to follow our verbal or written instructions as to the storage, commissioning, installation, use and maintenance (cleaning instructions are provided with each of the Goods) of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of us following any Customer Instructions or other specification or customisation supplied or requested by you;

(d) you alter or repair such Goods without our written consent;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description and any applicable bespoke instructions from you (including Customer Instructions) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4.If the Goods are returned to us in accordance with Clause 6.2(a) and are found not to be defective on inspection by us, then you shall be liable for the shipping costs paid for by us for the return of the Goods both and back to your delivery address.  

6.5.Save as provided in this Clause 6 and as provided by applicable regulations, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in Clause 6.1.

6.6.The provisions of this clause 6 shall apply to any repaired or replacement Goods supplied by us but the period of warranty for replacement Goods shall not exceed the original Warranty Period.

DESPOSITS, PRICE AND PAYMENT

7.1.Unless otherwise agreed in writing between you and us, all Orders are subject to payment in full in advance. Unless otherwise varied in writing between you and us, the price of the Goods shall be the price set out in Order Confirmation.

7.2.Prices quoted for Custom Orders are estimates only unless we have agreed otherwise in writing. We may, by giving notice to you at any time thirty (30) days before delivery, increase the price of the Goods in any Custom Order to reflect any increase in the cost of the Goods that is due to any change in the Customer Instructions (including for patination) or to any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).

7.3.Without limitation to clause 7.2, we may increase the price of the Goods in any Order to reflect any request by you to change the Delivery Date(s), quantities or types of Goods ordered, or for any delay caused by any of your instructions or failure of you to give us adequate or accurate information or instructions.

7.4.The price of the Goods at the Website, in the communication sent via the E-Commerce Platform or in the Order shall, unless stated otherwise:

(a) include value added tax (VAT); and

(b) excludes the costs and charges of any associated import duties, the costs of any applicable import forms (including for the EU) and applicable taxes, which shall be invoiced to you.

7.5.In respect of Custom Orders, High Value Orders (as defined via the applicable E-Commerce Platform), or other Orders where the particular circumstances require, we may require payment of a deposit (“Deposit”) at the time the Order is placed and we shall not be obliged to commence the Order until such Deposit is paid in full.

7.6.Where payment is instalments, you shall pay each invoice submitted by us:

(a) within 30 days of the date of the pro forma invoice or in accordance with any credit terms agreed by us by separate application and confirmed in writing to you; and

(b) in full and in cleared funds to a bank account nominated in writing by us, and

time for payment shall be of the essence of this Contract.

7.7.If you fail to make a payment due to us under this Contract by the due date, then, without limiting our remedies under Clause 9, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.8.All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

CANCELLATION AND RETURNS

8.1.Prior to Dispatch

You shall have the right to cancel any Order by note to prior to the Goods being dispatched and/or you having received a Dispatch Notice, except that for:

Custom Orders, where work has commenced; and

High Value Orders, materials have been ordered specifically for this Order irrespective of whether this is a Custom Order;

we may require that the Deposit, or where no Deposit is paid the cost of the materials and/or work commenced, shall be refunded / repaid to us.

8.2.Late Delivery

If Dispatch does not occur within thirty (30) days of the Delivery Date, excepting any periods due to a No Fault Delay, you may cancel the Order and received a full refund on the undelivered Goods.

8.3.After Delivery 

Other than a Custom Order you may cancel your order and return the Goods within fourteen (14) days of delivery or collection and return to us. We may also, at our election, arrange or stipulate the courier, in which event then the cost shall be borne by us. Your refund shall be paid within fourteen (14) days of receipt of the returned Goods. To receive a full refunds Goods must be returned to us in the condition in which they were delivered, having not been installed, altered, damaged (including the packaging) or otherwise handled beyond what is necessary for inspection.

8.4.Right to Reject

You may reject any Goods that do not materially conform to the description, are faulty or otherwise unfit for purpose within thirty (30) days of your receipt of the same.

8.5.General

Any cancellation or return must be notified to us within the time periods stipulated by emailing sales@michaelanastassiades.com and including all Order details and, in respect of Goods rejected due to damage, fault or non-conformity with description, attaching photographs to show the issue.

TERMINATION

9.1.Without limiting its other rights or remedies, we may terminate this agreement with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of this Contract and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified in writing to do so;

(b) you take any step or action in connection with entering administration, liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business, if the Order is for your business; or

(d) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this Contract is in jeopardy.

9.2.Without limiting our rights or remedies, we may suspend production and/or delivery of the Goods under this Contract or any other contract between you and us if you becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d), or we reasonably believe that you is about to become subject to any of them, or if you fails to pay any amount due under this Contract on the due date for payment.

9.3.Without limiting its other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

9.4.On termination of this Contract for any reason other than our failure to deliver the Goods, you shall immediately pay to us any outstanding invoices and interest thereon and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

9.5.Termination of this Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

9.6.Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

LIMITATION OF LIABILITY

10.1.References to liability in this Clause 10 include every kind of liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2.Nothing in this Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

10.3.Subject to Clause 8.2, our total liability to you shall not exceed the total price of the Goods, to the extent already paid or remaining payable by you.

10.4.Subject to Clause 8.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

10.5.This Clause 10 shall survive termination of this Contract.

FORCE MAJEURE

11.1.Neither party shall be in breach of this Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event which is reasonably beyond the ability of that party to perform (“Force Majeure Event”), which shall not include the payment of any invoice. The time for performance of such obligations shall be extended accordingly to the duration of the Force Majeure Event, or until a reasonable work around becomes possible. If the period of delay or non-performance continues for six (6) months, the party not affected may terminate this Contract by giving thirty (30) days' written notice to the affected party.

GENERAL

12.1.Assignment

We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Contract.

You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of us.

12.2.Entire agreement

This Contract constitutes the entire agreement between the parties.

Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

12.3.Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.4.Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.5.Severance

If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision of this Contract is deemed deleted under this Clause 12.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.6.Notices

Any notice given to a party under or in connection with this Contract shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: sales@michaelanastassiades.com

Customer: the email address set out on the Order Confirmation.

Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.7.Third party rights

Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8.Personal Data

The terms of the Privacy Statement are incorporated by reference but shall survive termination of this Contract.

12.9.Governing Law and Jurisdiction

This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

PRIVACY NOTICE

This Privacy Notice describes how we collect and process your personal information collected through our online store found at www.michaelanastassiades.com (the “Website”) and through our onwards dealings with you.

DATA CONTROLLER

The Data Controller of your personal information we collect is Michael Anastassiades Limited (a company registered in England and Wales with company #8119375) (“we” or “us”) at Unit 1, Cater’s Close, Tipton, West Midlands, DY4 8EU.

All correspondence requests concerning your personal information should be sent to [legal@michaelanastassiades.com]. 

WHAT INFORMATION WE COLLECT ABOUT YOU

We currently collect and process the following information:

Information you give us, such as personal identifiers, contacts and characteristics (for example, name and contact details).

Automatic information based on your interaction with the Website, such information about your browser, network, and device, web pages you visited prior to coming to this website and your IP address.

Information from other sources, such as updates from our couriers

PURPOSE FOR COLLECTING AND PROCESSING YOUR PERSONAL INFORMATION

We process your personal information to provide the services and sales that we offer at our Website, and for follow on services to you. This includes the purchase and customisation of our products.

LEGAL BASIS FOR PROCESSING YOUR PERSONAL INFORMATION

We are required to have a legal basis for processing your personal information. The legal basis for processing your personal information will depend on the circumstances, services and nature of the transaction or activities either from the Website or from our ongoing dealings with you, but will be one of the following: 

your consent, where given;

performance of a legal agreement, eg. for sale of products, or when we communicate with you about the same;

our legitimate business interests in improving the services and preventing unlawful activities;

compliance with applicable laws.

INFORMATION WE SHARE

We share your personal information with our partners and suppliers in order to provide the services and complete the sales from the Website. A non-exhaustive list of those we share your personal information for this purpose includes:

to communicate with you, we currently use providers Mailchimp, Netlify and Zapier.

for web and mobile analytics, we use Google Analytics and Google Tag Manager.

for delivery of products, we use third party couriers and other delivery services.

COOKIES

When you visit the Website we use cookies and similar tools to provide our services and make improvements to our customers’ experience. To enable our systems to recognise your browser or device and to provide these services to you, we use cookies. You can manage your cookie preferences here.

HOW WE STORE YOUR PERSONAL INFORMATION

We keep your personal information to enable you to use the services at the Website, for as long as it is required in order to fulfil the relevant purposes connected with the transaction or services provided, or as may be required by legal or record keeping purposes (such as tax and accounting). We also keep your personal information for a reasonable period to enable you to place repeat orders.

Subject to the above, you may request your personal information be deleted at any time.

Your personal information is securely stored on our internal CRM system until deleted. When we delete your personal information from our interval CRM system we also notify  Netlify and  Zapier to do the same.

CONTACTING US

If you have any questions or concerns about our use of your personal information, or if you wish to make a subject access request about the personal information we store about you, you can contact us at [legal@michaelanastassiades.com].