1. In this agreement the following words shall have the following meanings.
‘Company’ means Cardiff Office Furniture Limited registered in Wales under registration number 4410537 whose principal place of business is at Unit 1 Charnwood Park, Clos Marion, Cardiff, CF10 4LJ. “Cardiff Bay Office Furniture” and “CBOF Group” are business names of the Company.
‘Customer’ means the customer of the Company.
‘Contract’ means any contract for the sale of Goods and/or supply of Services by the Company to the Customer.
‘Goods’ means any goods forming the subject of this contract including parts and components of or materials incorporated in them or as detailed in the Company’s quotation.
‘Price’ means the price as detailed in the Company’s quotation.
‘Services’ means any services forming the subject of this contract or as detailed in the Company’s quotation.
2. Quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation.
3.1 No Contract shall come into existence until the Customer’s order (however given) is accepted by the earliest of: — the Company’s written acceptance; — delivery of the Goods and/or supply of the Services; and — the Company’s invoice
3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
3.3 Except as expressly provided for in this document no variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of all parties.
4.1 The Price excludes Value Added Tax and other taxes or duties.
4.2 The Price includes the cost of delivery unless otherwise stated.
5.1 All invoices are payable without discount of any kind in pounds sterling on or before the date stated on the Company’s invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
5.2 If a payment from the customer is late as defined by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) then the interest rates as set out therein shall apply and the Customer shall pay such interest on any overdue amount from the date on which payment was due to the date of actual payment. If the afore-mentioned interest rate does not apply for any reason then interest shall be charged at the rate of 4% above the prevailing base rate of National Westminster Bank plc.
6.1 For the purpose of section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.
6.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
6.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
6.4 The Company may at any time before title passes and without any liability to the Customer:
— repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
— for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
6.5 Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
6.6 The Company may maintain an action for the price of any Goods or Services notwithstanding that title in them has not passed to the Customer.
7.1 The Goods are deemed to be delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays its charges) at the Company’s premises or other delivery point agreed by the Parties.
7.2 Risk in the Goods passes when they are delivered in accordance with clause 7.1.
7.3 The Company may at its discretion deliver the Goods and/or Services by instalments in any sequence.
7.4 Where the Goods and/or Services are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods and/or Services previously delivered or undelivered Goods and/or Services or entitle Customer to withhold any payment due under this Contract.
7.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number ordered.
7.6 Any dates quoted by the Company for the delivery of the Goods and/or Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
7.7 If the Customer fails:
— to take delivery of the Goods (or allow the provision of the Services) or any part of them on (and in the case of Services from) the due date; and
— to provide any instructions or documents required to enable the Goods and/or Services to be delivered on the due date,
the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice:
— risk in the Goods shall pass to the Customer;
— delivery of the Goods shall be deemed to have taken place; and
— the Customer shall pay to the Company all costs and expenses including storage, any redelivery and insurance charges arising from its failure.
7.8 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
7.9 The Customer shall provide the Company full and unrestricted access and such other facilities it reasonably requires to enable the Company (a) to deliver Goods in accordance with agreement (if delivery is included) and (b) to provide any Services in accordance with the agreement (if included) which for avoidance of doubt shall include (if required) a supply of electricity and lighting.
7.10 The Customer shall be responsible for obtaining, and shall obtain all necessary legal and other permissions licences and authorities (if any) needed for the provision by the Company of the Goods and/or Services and this (for avoidance of doubt) shall include ensuring that all health and safety legislation is complied with at all times.
7.11 The Customer shall be ensure that for the purpose of delivery of Goods and performance of Services the relevant premises are clean safe and cleared of obstructions.
7.12 The Customer shall responsible (in the absence of express agreement to the contrary) for the lawful removal and/or disposal of any material already in the premises including (without prejudice to the foregoing) existing furniture computer and other electrical goods.
8.0 Where the Company agrees to allow part of the Price of any Goods or Services to be discharged in part by the Customer delivering used goods to the Company that allowance shall be given and the used goods shall be accepted as part of the sale price of any Goods or Services on the following conditions.
8.1 Either the used goods are the absolute property of the Customer and are free from all incumbrances or it is the subject of a hire-purchase agreement or other incumbrance capable of being discharged by the Company for cash and in the latter case the allowance shall be reduced by the amount required to be paid by the Company in settlement of the agreement or other incumbrance.
8.2 If the Company has examined the used goods before the completion of the Contract the Customer shall deliver it to the Company on completion of the Contract in the same condition as at the date of the examination.
8.3 The used goods (together with any keys and other items ancillary to use) shall be delivered to the Company on or before delivery of the Goods and/or Services and in any event within fourteen days of notification to the Customer that the Goods and/or Services have been completed for delivery and the property in the used goods shall then pass to the Company absolutely.
8.4 If the Goods and/or Services through no default of the Company are not delivered to the Customer in thirty days after the date of the Contract or the estimated date of delivery (whichever is the later):
— the allowance on the used goods shall be subject to a reduction by 2.5% for each completed period of thirty days from the date of the expiry of the first mentioned thirty days to the date of delivery to the Customer of the Goods and/o Services; or
— (at the Customer’s option) the Customer may pay in cash the full price of the Goods and/or Services and be discharged from any obligation to deliver the used goods.
8.5 If any of these conditions except the immediately preceding condition are not fulfilled the Company shall be discharged from any obligation to accept the used goods or to make any allowance in respect of it and the Customer shall discharge in cash the full price of the Goods and/or Services.
9 The Customer may during the seven days after notification to it by the Company that the Goods are ready for delivery arrange for a finance company to purchase them from the Company at the price payable under the Contract. On the purchase of the Goods by the finance company, any used goods for which an allowance was agreed to be made against the price of the Goods and/or Services shall be bought by the Company at a price equal to that allowance and on the conditions in clause 8 except that all reference to ‘delivery’ or ‘delivered’ in relation to the Goods shall be construed as meaning delivery or delivered by the Company to or to the order of the finance company. The Company shall be accountable to the finance company on behalf of the Customer for the price of the used goods and any deposit paid by the Customer.
10.1 Any claim for non-delivery of Goods shall be notified by the Customer to the Company within 7 days of the date of the Company’s invoice. The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods ordered.
10.2 Goods must be inspected by the Customer upon receipt and the Customer must sign any delivery note or give another receipt at the Company’s discretion. Any claim that any Goods have been delivered damaged, or are defective, or are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 24 hours of their delivery.
10.3 Any alleged defect which is not reasonably apparent on inspection shall be notified by the Customer to the Company within 7 days of the defect coming to the Customer’s attention and in any event in the following periods: — for Goods manufactured by the Company 6 months from the date of delivery; and — for Goods not of the Company’s manufacture the warranty period given by the manufacturer provided that the benefit of such warranty has been transferred to the Customer.
10.4 Any claim in respect of Services shall be notified by the Customer to the Company within 7 days of the date of the Company’s invoice.
10.5 Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods and/or Services.
10.6 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company, promptly return any Goods and/or Services the subject of any claim and any packing materials securely packed and carriage paid to the Company for examination.
10.7 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.
11.0 Under no circumstances shall the Company have any liability of whatever kind for:
11.1 any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company
or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer;
11.2 any Goods and/or Services which have been adjusted, modified or repaired except in accordance with manufacturer’s recommendations;
11.3 the suitability of any Goods and/or Services for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;
11.4 any substitution by the Company of any materials or components not forming part of any specification of the Goods and/or Services agreed in writing by the Company;
11.5 any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods and/or Services and not to form part of the Contract or be treated as representations;
11.6 any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or
11.7 any variations in the quantities or dimensions of any Goods and/or Services or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods and/or Services, and the substituted materials or components are of a quality equal or superior to those originally specified.
12.1 The Company shall have no liability to the Customer for any loss (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss) or damage of any nature (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
— for death or personal injury resulting from the Company’s negligence;
— fraudulent misrepresentation; and
— as expressly stated in these conditions.
12.2 If the Customer notifies in writing to Company that:
(i) within a period of 14 days following that due date of delivery, any Goods and/or Serviceshave not been delivered; or
(ii) within a period of 14 days after any Goods and/or Services have been delivered such Goods and/or Services have been delivered damaged are not of the correct quantity or do not comply with their description, then the Company shall, at its option, replace with similar goods any Goods and/or Services which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods and/or Services;
12.2(b) within a period of 14 days after any Goods and/or Services have been delivered such Goods and/or Services are defective the Company shall, as its option, replace with similar goods or repair any defective Goods and/or Services, allow the Customer credit for their invoice value or to the extent that the Goods and/or Services are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods and/or Services to the Company.
12.3 The delivery of any repaired or replacement Goods and/or Services shall be at the Company’s premises or other delivery point specified for the original Goods and/or Services.
12.4 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods and/or Services the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and/or Services and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods and/or Services.
12.5 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods and/or Services by any person except the Company.
12.6 The Company shall not be liable where any Goods and/or Services, the Price of which does not include carriage, are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods and/or Services will, if available, be supplied by the Company at the prices ruling at the date of despatch.
12.7 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods and/or Services.
13.1 The Company may sub-contract the performance of this Contract in whole or in part.
13.2 The Customer shall not assign the Contract in whole or in part.
13.3 The Company shall have a lien on all the Customer’s property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing in the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
13.4 The Company may at its discretion suspend or terminate the supply of any Goods and/or Services if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or ceases or threatens to cease trading or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
13.5 If the Goods and/or Services are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
13.6 Except for anything which is expressly agreed to be included in the Quotation all tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all knowledge and other technical information, patentable or unpatentable, copyright and registered designs and all other intellectual property rights arising from the execution of any orders shall become the property of the Company.
14 The Customer shall not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company’s affairs or business or method of carrying on business.
15 The Company shall not be liable for any failure in the performance of any of its obligations under this agreement caused by factors outside its control. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this agreement by written notice to the other party.
16 This agreement shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts of any other country.
17.1 Any notice given under this agreement shall be in writing and may be served:
— by registered or recorded delivery mail;
— by any other means which any party specifies by notice to the others.
17.2 Each party’s address for the service of notice shall be its above mentioned address or such other address as it specifies by notice to the others.
17.3 A notice shall be deemed to have been served:
— if it was served in person, at the time of service;
— if it was served by post, 48 hours after it was posted; and
— if it was served by email or facsimile transmission, at 09.00 on the first working day after the time of transmission.
18 Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is a third party within the meaning of that Act.
19.1 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
19.2 Each party warrants that it has power to enter into the agreement (and has obtained all necessary approvals to do so) and that any person signing any document (or otherwise taking a step purporting to do something that would usually be binding) relating to the creation or performance of this agreement has the authority so to do.
19.3 If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this agreement shall not be affected.
19.4 Nothing in this agreement is intended to affect the statutory rights of a consumer in so far as such rights are not capable of lawful modification.