The customer’s attention is drawn in particular to clause 9.
1.1 In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: any circumstance not within a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the order by the Customer for the Goods, as set out in the customer order form.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Randalls Office Furniture Limited (registered in England and Wales with company number 04104530).
1.2 In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
(b) A reference to a party includes its personal representatives, successors or permitted assigns
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
(e) A reference to writing or written includes faxes and e-mails
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Contract shall come into existence when the Supplier confirms acceptance of the Order.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the catalogues or brochures of the Supplier are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.1 The Goods are described in the catalogue of the Supplier.
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.3 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If the Customer fails to take delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of the Supplier to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.5 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
5.1 The Supplier warrants that on delivery the Goods shall conform with their description, be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within 7 days of delivery or 7 days of discovery of a hidden defect that the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the place of business of the Supplier at the cost of the Supplier,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; or (b) the defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; or
(d) the Customer alters or repairs such Goods without the written consent of the Supplier; or
(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 as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 4.3, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of the Supplier;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2 then, without limiting any other right or remedy the Supplier may have:
(a) the right to resell the Goods by the Customer or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of the Supplier in force as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time up to delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(b) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 All prices are subject to carriage and VAT at the rate applicable at the invoice date.
7.4 Secure payment is handled through Paypal. The Supplier is able to accept payment by credit/debit card, (Visa, MasterCard, Switch, Solo, Maestro and Visa Delta). All credit/debit card sales are subject to the usual authorisation.
7.5 The Supplier may require a proportion of the total price paid up front and/or a proportion prior to delivery of the Goods. The Supplier is not required to deliver the Goods until payment in full and in cleared funds is received.
7.6 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.7 The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
7.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier may claim interest at the statutory rate under The Late Payment of Commercial Debts (Interest) Act 1998 and a collection fee under The Late Payment of Commercial Debts Regulations 2002.
7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8. TERMINATION AND SUSPENSION
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 The relevant events are: default, insolvency, bankruptcy of the Customer, if debts from the Customer to the Supplier shall become overdue or if the Customer shall make default in or commit a breach of the Contract or of any other of their obligations or if any distress or execution shall be levied upon the Customer’s property or assets or if the Customer shall make or offer to make arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against it or if the Customer is a limited company and any resolution or petition to wind it up (other than for the purpose of amalgamation) is passed or presented or if a receiver of the company’s undertakings, property or assets or any part thereof shall be appointed
8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer
8.4 becomes subject to any of the events listed in clause 8.2 or the Supplier reasonably believes that the Customer is about to become subject to any of them.
8.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest of the Supplier.
8.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. CUSTOMER CANCELLATION
9.1 Before the Goods are delivered, the Customer has the following rights to cancel an Order for Goods (other than made-to-measure Goods), including where the Customer chooses to cancel because the Supplier is affected by a Force Majeur Event:
(a) the Customer may cancel any Order for Goods at any time before the Supplier despatches the Goods by contacting the Supplier who will will confirm cancellation in writing;
(b) if an Order is cancelled under clause 9.1(a) and the Customer has made any payment in advance for Goods that have not been delivered, the Supplier will refund these amounts and any delivery charges;
(c) if the Customer cancels an Order for Goods under clause 9.1(a) and the Goods have already been despatched, the Supplier will not be able to cancel the Order until it is delivered. In this case, if the Goods are returned to the Supplier within 28 days, the Supplier will have to charge the cost of collection or the Customer will have to pay the cost of returning the Goods. This will not affect the Customer’s right to a refund for the Goods themselves. The Supplier will not refund any charges for delivery and any charge for collection will be deducted from the refund that is due.
9.2 As made-to-measure Goods are made to the Customer’s requirements, the Customer is not be able to cancel the Order once made (but this will not affect the Customer’s legal rights in relation to made-to-measure Goods that are faulty or not as described).
10. SUPPLIER CANCELLATION
The Supplier may have to cancel an Order before the Goods are delivered, due to a Force Majeur Event or the unavailability of stock. If this happens:
(a) the Supplier will promptly contact the Customer and notify them;
(b) if any payment in advance for Goods that have not been delivered has been made, the Supplier will refund these amounts.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude the liability of the Supplier for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
11.2 Subject to clause 11.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract
11.3 If damages occur, the Customer is obliged to limit, as far as reasonably practicable any further or other damages.
12.1 Assignment and other dealings. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2 (a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
(a) The Supplier reserves the right to revise these Conditions from time to time in the following circumstances:
(i) changes in relevant laws and regulatory requirements; and
(ii) changes in the management or set up of the business
(b) If the Supplier to revises these Conditions under clause 12.6(a) it will give at least one month’s written notice of any changes to these Conditions before they take effect.
(c) Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.