The following Terms and Conditions of Business (“the Terms and Conditions”) are incorporated into our agreement  (“the Contract”) for the supply of furniture equipment and soft furnishings (“the Goods”) beit upon the signing of our  attached quotation (“the Quotation”) or upon receipt of the client’s order by any other media – electronic or otherwise..

1          Conditions applicable

1.1             The express provisions of the Terms and Conditions shall apply to the sale of the Goods by the Supplier to the Client. Any provisions not set out in the Terms and Conditions, including those of the Client which the Client applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Supplier to the Client, however such provisions are introduced (including but not limited to provisions included on purchase order(s), confirmations of order or similar documents) (‘Client’s Provisions’). For the avoidance of doubt, the Client acknowledges and agrees that the Supplier shall not be bound by any of the Client’s Provisions.

1.2             The order for the Goods shall be deemed to be an offer by the Client to purchase Goods pursuant to the provisions of the Terms and Conditions.

1.3             Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Client’s acceptance of the Terms and Conditions.

1.4             Any variation to the provisions of the Terms and Conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Supplier.

2          Description

The Client acknowledges and agrees that any description which is given or applied to the Goods:

2.1             is only for the purpose of identifying the goods; and

2.2             shall not make the Terms and Conditions a sale by description; and

2.3             is not relied on by the Client when entering into the Terms and Conditions.

3          Sample

The Client acknowledges and agrees that where a sample of the Goods have been shown and/or inspected by the Client:

3.1             the sole purpose of so doing was to enable the Client to judge the quality of the bulk; and

3.2             does not constitute a sale by sample.

4          Price

The Client shall pay the price for the Goods as stated on the Quotation or in the Suppliers price lists as issued from time to time. (“the Price”). The Supplier reserves the right to review its prices at any time.

5          Payment

5.1             Unless credit terms shall have been agreed in writing Payment for the goods shall be made upon the return of this signed quotation or the placing of the Clients order in any other medium..

5.2             Where credit terms shall have been agreed in writing If payment is not received by the due date, the Supplier shall be entitled:

5.2.1          to charge interest on the outstanding amount at the rate of 4% per annum above the base lending rate of [Lloyds] Bank plc, accruing daily;

5.2.2          to require that the Client make a payment in advance of any delivery not yet made;

5.2.3          not to make any delivery.

6          Delivery

6.1             The Supplier shall use it’s best endeavours to deliver the Goods to the address of the Client on the date agreed (if any)  (“the Delivery Date”). The cost of delivery shall be in addition to the Price and subject to the method of delivery, and shall be payable at the same in the same manner as the Price.

6.2             For the avoidance of doubt, the Delivery Date is no more than an estimate, and time shall not be of the essence. No liability shall attach to the Supplier in the event that goods are not delivered by The Delivery date.

7          Risk

The risk in the Goods shall pass to the Client on the Delivery Date.

8          Property

The property in the Goods shall not pass to the Client until the Supplier has received the payment of the Price (and any other sums that are due or owing to the Supplier) in full, whether or not delivery has made.

9          Acknowledgment of examination

The Client acknowledges and agrees:

9.1             the Supplier has given the Client a reasonable opportunity to inspect the Goods;

9.2             that the Client has inspected the Goods;

9.3             that the Client has satisfied herself as to the condition of the Goods;

9.4             that the Supplier has not given any warranty or condition as to the quality or fitness for any purpose of the Goods;

9.5             that all conditions or warranties, express or implied (whether by statute or otherwise) are expressly excluded to the extent permitted by statute.

9.6             that delivery of the Goods to the Client shall be conclusive evidence that the Client has examined the Goods and that the Goods are in conformity with the contract description, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required.

10        Defects

10.1           The Supplier will, at its option, either make good by repair or the supply of a replacement, defects which, under proper use, appear in the Goods within a period of 7 days  after the Goods have been delivered, provided that:

(1)              the Client notifies the Supplier in writing of the claimed defects immediately on their appearance; and

(2)              the Supplier is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified by the Client for which the Supplier has disclaimed responsibility in writing), materials or workmanship; and

(3)              the Goodsclaimed to be defective are returned to the Supplier at the expense of the Client.

10.2           The repaired or replacement Goods will be delivered to the Client to the original place of delivery, but otherwise subject to the provisions of these Terms and Conditions.

10.3           As an alternative to Clause 10.1, the Supplier shall be, in its absolute discretion, entitled to return the Price to the Client if the Client has already paid the Price when the claimed defect is notified by the Client to the Supplier.

10.4           The remedy provided in this Clause 10 is without prejudice to the other provisions of the Terms and Conditions, including, without limitation, Clause 13 below.

11        Liability

11.1           The Supplier shall not incur or accept any liability concerning any representation made by the Supplier (or made on the Supplier’s behalf) to the Client (or any person acting on behalf of the Client) prior to the making of the Contract where such representation was made or given in relation to the Conditions;

11.2           The Supplier shall not accept any liability to the Client concerning any express term or provision of this Agreement where such a term relates to the Conditions;

11.3           All terms, conditions or warranties implied by statutory or common law relating to the Conditions are excluded from the Terms and Conditions to the fullest extent permitted by law;

11.4           The ‘Conditions’ shall mean:

11.4.1        the correspondence of the goods with any description; and/or

11.4.2        the quality of the goods; and/or

11.4.3        the fitness of the goods for any purpose(s) whatsoever (whether made known to the Supplier or not).

12        Termination

Without prejudice to any other right or remedy it might have, either party may terminate this Agreement at any time by notice in writing to the other party (‘Other Party’), such notice to take effect as specified in the notice:

12.1           if the Other Party is in substantial breach of this Agreement and, in the case of a breach capable of remedy within 14 days, the breach is not remedied within 14 days of the Other Party receiving notice specifying the breach and requiring it to be remedied, or

12.2           if the Other Party becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

13        General

13.1           Force majeure

Neither Party shall have any liability under or be deemed to be in breach of the Terms and Conditions for any delays or failures in performance of the Contract which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.

13.2           Assignment

Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Contract without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

13.3           Entire agreement

This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Terms and Conditions. Nothing in the Terms and Conditions excludes liability for fraud.

13.4           Waiver

No failure or delay by the Supplier in exercising any right, power or privilege under the Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Terms and Conditions are cumulative and not exclusive of any rights and remedies provided by law.

13.6           Agency, partnership etc

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

13.7           Severance

If any provision of the Terms and Conditions are prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of the Terms and Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.

13.8           Interpretation

In the Terms and Conditions unless the context otherwise requires:

13.8.1        words importing any gender include every gender;

13.8.2        words importing the singular number include the plural number and vice versa;

13.8.3        words importing persons include firms, companies and corporations and vice versa;

13.8.4        references to numbered clauses and schedules are references to the relevant clause in or schedule to the Terms and Conditions;

13.8.5        reference in any schedule to the Terms and Conditions to numbered paragraphs relate to the numbered paragraphs of that schedule;

13.8.6        any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

13.8.7        the headings to the clauses, schedules and paragraphs of the Terms and Conditions are not to affect the interpretation;

13.8.8        any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

13.8.9        where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.

13.9           Notices

13.9.1        Any notice to be given under the Contract shall be in writing and shall be sent by first class mail, or by facsimile or e-mail (confirmed by first class mail).

13.9.2        Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender's facsimile machine recording a message from the recipient's facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).

13.9.3        In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

13.10         Law and jurisdiction

The validity, construction and performance of the Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

13.11         Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999  the Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.