Terms

THE FURNITURE PRACTICE LTD

CONDITIONS OF SALE

1. GENERAL

1.1. These conditions of Sale apply to all contracts for the sale of goods

and/or the supply of services entered into by The Furniture Practice Limited (“the

Company”). They apply in preference to and supersede any terms referred to, offered or

relied on by either party whether in negotiations or at any stage in the dealings between

the Company and the Client with reference to the Goods and/or the Services. Nor will

the Company be bound by any standard or printed terms furnished by the Client in any

of its documents.

1.2. The terms defined in the Order Form shall apply in these Conditions,

which are subject to any Special Terms stated in the Order Form.

1.3. This contract constitutes the entire agreement between the parties

relating to its subject matter, and supersedes any previous agreement between the

parties relating to that matter. Each party acknowledges that it has not entered into the

contract on the basis of, and does not rely on, any representation, warranty or other

provision that is not expressly included in the contract. The contract may only be varied

in writing, under the signature of both parties or their authorised representatives. No

delay or omission of either party in exercising any right or remedy in whole or in part shall

be construed as a waiver of it, or operate so as to limit or preclude any further or other

exercise of it.

1.4. The contract is subject to English Law.

2. GOODS

2.1. All descriptions of the Goods are given by way of identification only and

the use of any such description shall not constitute a sale or description. The Company

maintains a policy of continuous product improvement, and reserves the right to alter

specifications without notice at any time before delivery.

2.2. If a sample of the Goods has been exhibited to and inspected by the

Client the contract shall not constitute a sale by sample.

2.3. Subject as above, the Company shall replace the Goods free of charge

upon written notification by the Client within 7 days of delivery if they are found to be

materially different from those ordered, of defective workmanship or of a significantly

lesser quality than that specified by the Company in writing or subsequent to the Order

Form.

3. SERVICES

3.1. Any services described in the Order Form shall be provided by the

Company to the Client at the Price specified for those Services in the Order form or as

may be agreed between the Company and the Client, failing which the Company’s usual

rates for such services shall apply.

3.2. Where the exact specification of the Goods, or of goods to be supplied by

a third party in relation to which the Company is providing the Services, remains to be

determined, the Client shall provide as soon as reasonably practical all detailed

specifications, measurements and descriptions of its requirements as the Company may

require to the Company or as it may direct. Within a reasonable time of receipt of all

such Services to be supplied, including suggested designs and materials and estimated

costings, and shall submit the proposal to the Client for approval. Following receipt of

the Client’s instructions in relation to the proposal, the Company shall prepare a fresh

proposal as above if necessary, or shall proceed with the provision of the Services

and/or supply of the Goods as ordered.

3.3. The Company will only be liable in respect of installation work carried out

by itself, its employees, agents or sub-contractors, but will not be so liable in any case

where there are direct contractual relations between the Client and an installing party

other than the Company. In any event the Company’s liability for installation work shall

be limited to the correction of any failure to use reasonable skill and care and liability for

any death or personal injury caused by the negligence of persons in respect of whom the

Company is vicariously liable. The Client shall be responsible for the safety of the

personnel of the Company or of its sub-contractors whilst on the Clients premises, shall

comply with all relevant statutory requirements and shall maintain adequate insurance

against the appropriate risks.

4. DELIVERY

4.1. The Company will deliver the Goods to the Delivery Address in normal

working hours (Mon-Fri 9am–5pm) by any method of transport at the Company’s option

and shall (if included in the Services) install them or arrange for their installation there.

The Client shall pay any applicable delivery charge incurred by the Company, which shall

be added to the Price. The Company may make part deliveries.

4.2. If a Delivery Date is specified the company will aim to despatch the goods

by then, but does not guarantee to do so. Time of delivery shall not be of the essence of

the contract.

4.3. The Company shall not be liable for any damage, loss, the non-delivery or

shortage suffered by the Goods whilst in transit unless the Client gives written

notification of the claim to the company within 7 days of delivery, or within such time as

the Company may notify to the Client is sufficient to enable the Company to comply with

its carrier’s requirements for claims.

4.4. The Company shall not be liable for any non-delivery of part of any

consignment of the Goods unless the Client gives written notification of the claim to the

Company within 7 day of delivery of the rest of the consignment.

4.5. If any delay is caused by the client then the client will be liable for any

additional storage / warehousing / handling ie.loading, unloading costs. If delivery is

delayed by any cause beyond the reasonable control of the Company a reasonable

extension of time for delivery shall be granted and the Client shall pay such reasonable

extra charges as shall have been occasioned by the delay. Alternatively, the Company

may cancel the Contract, in which case it shall refund to the Client in full the amount of

the Price paid to date.

5. PRICE

5.1. Any price(s) stated in the Order Form or otherwise notified by the

Company or agreed by the parties are based on costs currently prevailing in respect of

the Goods and/or Services stated. Any increase in prices due to the Client’s

requirements shall be paid by the Client. Any increase in prices due, in the opinion of

the Company, to a material increase in costs to the Company may, at the Company’s

sole description, be passed onto the Client by an increase in the price.

5.2. All prices are exclusive of VAT, except where expressly stated otherwise.

6. PAYMENT

6.1. Payment terms are as stated in the order form. Unless otherwise

specified in the order form, a deposit of 70% of the estimated total price, including VAT,

is payable upon placement of the order. The balance of the actual price is payable

within 14 days of delivery of the goods supplied, with part payments being due in respect

of part deliveries as the Company may require.

6.2. If payment of the Price or any part of it is not made by the due date, the

Company shall be entitled to charge interest on the outstanding amount, (both before

and after any judgement) at the rate of 3% per annum above the Base Rate from time to

time of Barclays Bank Plc accruing daily.

7. PROPERTY

7.1. The risk in the Goods shall pass to the Client upon delivery.

7.2. The legal ownership of the Goods shall not pass to the Client until the

Price, and any other indebtedness of the Client of the Company, has been paid in full.

7.3. Until then the Client shall:

7.3.1. Hold the Goods in a fiduciary capacity as the Company’s bailee;

7.3.2. Store the goods separately, so that they may be readily identified as the

Company’s property;

7.3.3. Adequately insure the Goods;

7.3.4. Upon demand, return the Goods to the Company or allow the Company

access to any premises where they may be stored in order to recover them;

7.3.5. Not resell the Goods, except in the ordinary course of its business, in

which case it shall hold the proceeds of sale upon trust, pay them into a separate

identified account, and account to the Company for them upon demand.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. All design right, copyright, patent rights and other intellectual property

rights in all designs, drawings, goods or documents produced or supplied by the

Company shall be owned by the Company, even if they have been commissioned by the

Client.

8.2. Any such rights in any such things produced, supplied or made available

by the Client shall remain the property of the Client, and the Client warrants its title to

them to the Company, except as expressly disclosed in writing, and agrees to indemnify

the Company against any claims by third parties in respect of infringement of their

intellectual property rights.

8.3. The Client shall not remove, alter, deface or tamper with any of the trade

or other marks, names or numbers affixed to or marked on the Goods, or allow anyone

else to do so.

9. CANCELLATION BY CLIENT

9.1. Should an order be cancelled before delivery we will charge 5%

administration costs and any manufacturer cost that we incur.

9.2. The client may not return any Goods which comply with the contract

unless the Company agrees to accept their return within 7 days of delivery. In such a

case the Client shall pay the full return delivery charges, and a cancellation fee of 15% of

the Price, both of which may be deducted from the Deposit, and the company shall

refund the balance (if any).

10. LIMITATION OF LIABILITY

10.1 The total amount of all liabilities of the Company to the Client, except

those whose limitation or exclusion is prohibited by law, shall be limited to the Price

(excluding VAT).

10.2. The Conditions state the entire liability of the Company to the Client, and

the Company shall be under no liability whatsoever to the Client other than that

expressly stated above, whether contractual or otherwise, except to the extent that its

exclusion is prohibited by law.