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.
2.1. 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.
3.1. 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.
4.1. 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.
5.1. 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 discretion, be passed onto the Client by an increase in the price.
5.2. All prices are exclusive of VAT, except where expressly stated otherwise.
5.3. A material increase in costs for the purposes of this clause shall include all and any costs incurred by the company in providing the Goods and Services to the Client; including where appropriate relevant import tariffs, duties and other costs.
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.
7.1. 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;