- Any quotation given by us is an invitation to you to make an offer only and no order placed by you with us in pursuance of a quotation or otherwise shall be binding on us unless and until it is accepted in writing by our despatch note.
- Any contract made with us for the sale of goods or work shall incorporate and be subject to these conditions and any representation or warranty written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described therein. Any conditions stipulated by you which are in rejection of, in addition to or inconsistent with these terms and conditions and any others agreed in writing by us shall be deemed to be counter offer to us and shall not be binding upon us save as agreed in writing and signed by one of the Directors. If we reject or do not accept such counter offer, then such rejection or non acceptance shall be deemed to be a renewed offer to proceed on these terms and conditions and any others so agreed by us and accordingly performance by us shall in such event be deemed to be so governed. Any waiver or waivers by us of any one or more of these conditions does not constitute a permanent waiver of any conditions so waivered nor a general waiver of these conditions as a whole.
- In the event that no quotation is given by us and we have received an order from you then provided that you shall have notice of these conditions in such circumstances all goods are supplied and all work is done subject to these conditions.
- Unless otherwise agreed in writing, we reserve the right to deliver goods of a modified design provided that any difference does not make the goods unsuitable for any purpose you have made known to us.
- Unless stated on your Purchase Order regarding chairs and other items your seat height will be made to Standard Sizes and the wood colour will be Natural.
- Without prejudice to the generality of the foregoing any particular purpose for which you propose to use the goods and services shall be deemed not to be known by or have been made known to us unless specifically recorded in a schedule signed by one of our directors. You hereby acknowledge that any purpose stated in such schedule shall be deemed to have been specified by you.
The contract between us shall be subject to the proviso that if at any time thereafter we are advised of circumstances casting doubt on your creditworthiness or satisfactory security for payment is not given on request we may require payment of the whole or part of the purchase price from you in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by us, we may cancel your order without liability and you shall be responsible for any resulting loss to us. Notwithstanding anything herein contained to the contrary upon the happening of any of the events listed in Clause 13 all money shall be due and payable to us automatically.
All prices are ex-works and are exclusive of Value Added Tax which will be charged at the rate prevailing at the date of invoice. We reserve the right at any time prior to delivery of the goods to adjust the price to take account of any increase in the costs to us of materials, taxes, labour or services or transport or of any currency fluctuations which increase the costs to us of goods imported into the United Kingdom.
Goods are despatched free of charge when your order totals more than £800 net, to one destination at one time.
Exceptions to this are:
- To anywhere not UK mainland, outlying areas (such as some parts of Scotland, West Country, London etc.)
- Also bulky items not delivered on our van may incur excess charges. (i.e. Recliners, Day-care Chairs, and Sofas)
- Deliveries by carrier to private addresses (i.e. a member of the public) will incur a £6.44 surcharge.
These charges will show on your order confirmation to enable you to make an informed decision however please contact our Administration Team if unsure or you require a carriage quote.
We are very happy for clients to use their own carrier and will box your items in readiness. Boxing is charged at £5.00 per box or we can palletize at £10.00 per pallet.
All carrier deliveries must be signed for “UNCHECKED” in case of unseen damage. In the unlikely event that your items are damaged on carrier this must be reported within 3 working days with a photograph of the damage.
Subject to the provisions of Clause 4 above, the risk in respect of all goods supplied under the contract shall pass to you upon the delivery of the goods which shall be ex-works, but notwithstanding such delivery, the property in the goods shall not pass to you except as provided in Clause 6.
- Title Retention
- Until the purchase price of the goods or work comprised in this or any other contract between us and all other sums whatsoever which are or shall become outstanding from you to us shall have been paid or satisfied in full (and if by cheque then only upon clearance).
- The property in the goods comprised in this contract remains vested in us (notwithstanding the delivery of the same and the passing of the risk there).
- You shall store the goods in such a way that they can be readily identified as being our property.
- You shall on request inform us of the precise location of each item of the goods identified where applicable by its serial number, by supplying us at your expense within seven days of our request with a written schedule of the said locations.
- You may sell the goods in the normal course of your business and may pass goods title to your customer being a bona fide purchaser for value without notice of our rights on the following conditions:
- We shall be entitled immediately as a result of our ownership of the goods, to the beneficial ownership of the proceeds of such sale, which you shall accordingly hold as fiduciary for us.
- You shall account to us on demand with the said proceeds of sale provided that no such demand shall be made by us in the absence of our having reasonable cause to believe that you might default in making payment for the goods on the terms contained herein.
- We shall be entitled to make a claim directly against your customer for any purchase monies unpaid by such customer provided that no such claim shall be made by us in the absence of our having reasonable cause to believe that you might default in making payment for the goods on the terms contained herein.
- We may at any time revoke your said power of sale in the circumstances set out in Clause 2 of these conditions.
- Your power of sale shall automatically cease in any of the circumstances set out in Clause 13 of these conditions.
- You shall notify us without delay of any attachment of the goods or actions by third parties, which might infringe our title to the goods.
- Upon determination of your power of sale we shall be entitled by ourselves our servants or agents to enter upon any of your premises for the purpose of removing and repossessing such goods or their proceeds of sale and we shall be entitled to claim from you the costs and expenses incurred by us in and ancillary to the process of such removal and repossession.
- Until title in the goods has passed to you, you shall not purport to be the owner of the goods and shall not show the goods as stock in your accounts.
22.214.171.124. You shall insure the goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and we shall be entitled to call of details of the insurance policy.
126.96.36.199. If you shall not insure the goods or shall fail to supply details of your insurance policy on demand to us then you shall reimburse us for the cost of any insurance which we may reasonably arrange in respect of any goods during the whole or any part of the period from the date of our delivery of the goods until the date of payment to us of their full purchase price.
6.2 Nothing in these conditions shall:
6.2.1. Entitle you to return the goods or to delay payment thereof or
6.2.2. Constitute or be deemed to have constituted you as our agent or
6.2.3. Render us liable to any third party for any unauthorised representation or warranty made or given by you to such third party in relation to the goods.
6.2.4. Prevent us from maintaining an action for the price notwithstanding that the property in the goods may not have passed to you.
- Any date given in the contract for despatch of the goods or completion of the work (as the case may be) shall constitute statements of expectation only and shall not be binding unless the contract otherwise expressly provides and subject to the provisions of sub-clauses 7.3 and 7.4 below you shall accordingly accept delivery of the goods when tendered and the work when completed.
- If notwithstanding our best endeavours we fail to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract and you shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.
- Subject to the provisions of sub-clause 7.2 above, where despatch or delivery or completion of the work is delayed by more than 4 weeks beyond the date given in the contract, you shall grant us a reasonable extension period and if upon the expiry of this extension period the goods have not been despatched or delivered or the work has not been completed, you shall be entitled to withdraw from the contract upon written notice PROVIDED that if we are prevented from supplying the goods or any part thereof or completing the work by any circumstances beyond our reasonable control further performance of the contract shall be suspended for so long as we shall be so prevented or hindered. In the event of the performance of the contract being suspended for more than 3 consecutive months you may forthwith by notice in writing terminate the contract and in such circumstances you shall pay at the contract rate for all goods supplied or work done by us to the actual date of termination.
- If at the date on which we are ready to deliver the goods you delay acceptance thereof for any reason whatsoever, the goods will be stored by us but you shall pay us an amount equivalent to what you would be liable to pay if the goods had in fact been delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after our tendering delivery the goods remain undelivered we reserve the right immediately to cancel your order. This cancellation shall entitle us to dispose of the goods and obtain from you compensation for loss of profit in addition to any other sums due to us under these conditions.
- Claims in respect of incomplete or incorrect supplies must be notified to us in writing within three days of receipt of consignment.
All accounts are payable on demand and are strictly net. If no demand is made, then all accounts must be paid within 30 days of invoice date. If at the date on which we are ready to deliver the goods you delay delivery for any reason, we may present invoices for full settlement within 30 days of that date, in default of payment and without prejudice to any other rights or remedies we reserve the right to demand payment of all outstanding balances whether or not due and or cancel all outstanding orders. Interest shall be charged on outstanding balances at the rate of 2% per month or part thereof. You shall not be entitled to withhold or set-off payments for goods delivered or work done for any reason whatsoever.
- You shall lodge with us in writing any claims in respect of defective goods or work within 1 week after the arrival of the consignment at the place of destination or the completion of work. We shall make good either by repair or replacement or renewal at our option defects which under proper storage and use appear in the goods or work within the time limits set out in sub-clause 10.1 above and which arise solely from faulty materials or workmanship. In the event that you shall agree with us that you will provide the labour necessary to carry out such repair, replacement or renewal, then you shall be entitled to be paid for the said labour at a rate not exceeding our current labour rate. Defects due to negligence or inexpert handling by you, your servants, agents or customers shall be repaired at your expense.
- The foregoing undertaking shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise howsoever, which warranties and conditions are herby expressly excluded.
- Save as aforesaid and save in respect of death or personal injury resulting from the negligence of ourselves our servants or agents, we shall not be liable for any claim or claims for direct or indirect consequential of incidental injury loss or damage made by you against us whether in contract or tort (including negligence on the part of ourselves our servants or agents) arising out of or in connection with any defect in the goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of ourselves our servants or agents in their performance of the contract.
- WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY THE UNFAIR CONTRACT TERMS ACT 1977 IN THE EVENT OF YOU DEALING AS A CONSUMER AS DEFINED BY SECTION 12 OF THE SAID ACT.
- Our obligations contained in this clause shall apply only to you but you shall not be prevented from having recourse to them solely by reason of your selling the goods in the normal course of your business to a third party.
- You shall indemnify us against all claims, damaged, penalties, costs and expenses to which we may become liable as a result of negligence on the part of you your servants or agents in the installation or use of the goods or the object of our work.
- You shall indemnify us for any liability, loss, claim or proceedings suffered by us arising from any injury to or death of any person arising from any defect in any product of which the goods sold hereunder form a part.
- You accept as reasonable that our total liability for any goods or work which are defective shall be as set out in these conditions in fixing that limit we have had regard to the contract price of the goods, their nature, the use they will receive, and the resources available to each party including servicing facilities and insurance cover, to meet any liability.
We retain a general lien on any of your equipment or other goods in our possession for any unpaid balance you may owe to us.
- Health & Safety
Your attention is drawn to the provisions of Section 6 of the Health & Safety at Work Act 1974. We will make available on written request such information on the design and construction of the goods as is in our possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
- Insolvency and Breach of Contract
In the event of any breach of these conditions not being remedied by you within 30 days of our written notice requesting such remedy or upon your entering into any composition or arrangement with your creditors or passing a resolution for winding up or entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver of Administrator is appointed of your assets, we shall be entitled without prejudice to our other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and you shall be responsible for any resulting loss to us.
We shall use all reasonable endeavours to keep confidential all information relating to your business to the extent that we safeguard information relating to our own business for so long as and to the extent that such information is and remains unpublished and is not known to us at the time of disclosure by you or is not thereafter lawfully obtained by us from a third party.
The copyright subsisting or which subsequently subsists in all documents, specifications, designs, programmes or any other material prepared by us whether readable by humans or by machines shall belong to us absolutely and they shall not be reproduced or disclosed or used in their original or translated form by you without our written consent for any purpose other than that for which they were furnished.
Notwithstanding any implied warranty or conditions as to title or otherwise in relation to the goods supplied hereunder, our liability to indemnify you in respect of any claim made or threatened by a third party, whether by legal proceedings or otherwise based on a right claimed under letters patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence, to interfere with the free use and disposal of the goods by you:
- Shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with our wishes or such sums as may be paid in comprise of such proceedings with our assent.
- Shall not arise unless:
- We shall have been promptly notified of the claim or threat and
- No admissions shall have been made by you such as would prejudice the defence of any such claim or threat and
- The goods shall have been designed by us or made to our design
We reserve the right to sub-contract the fulfilment of the order (including any installation) or any part thereof
- Force Majeure
In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power we shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government department, council, or other duly constituted authority or from strikes, lock-outs, breakdown of plant or any other causes (whether or not of a like nature) beyond our control.
You shall not assign any rights under this agreement without the prior consent in writing of one of our directors
Any notice given under the provisions of this agreement shall be in writing and shall be deemed to have been sufficiently served if delivered personally or sent by fax or telex or (within the UK) by first class post or (outside UK) by airmail and the address of service shall be that shown in this agreement or such other address as the relevant party shall notify from time to time. Any notice served by first class post shall be deemed to have been served 48 hours after the date of despatch, any notice served by airmail shall be deemed to have been served 10 days after the date of despatch and any notice served by telex or fax shall be deemed to have been served at 10 o’clock on the business day of the recipient next following the date of despatch.
Each of your obligations herein shall be a separate and independent obligation.
The titles of the Clauses hereof shall not be taken into account in the construction hereof.
- Governing Law
Any contract to which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.