1.1 ‘the Company’ Paradigm Office Interiors Limited
‘the Customer’ The person, firm or company who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
‘the Contract’ The Contract between the Company and the Customer for the purchase and sale of the Goods.
‘the Conditions’ The standard terms and conditions of sale set out below and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Company and the Customer.
‘the Goods’ The Goods (whether components or finished articles) and including any instalment of the Goods and any parts of them which the Company is to supply to the Customer in accordance with these Conditions.
‘Order’ An Order in writing in the Customer’s standard form from time to time as notified in writing by the Customer to the Company, and which shall include the Customer’s official purchase order number.
1.2 The clause headings of these conditions are only for ease of reference
2. Formation of Contract
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Customer or any Order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Company and the Customer.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
3. Orders and Specifications
3.1 The quantity, quality and description of and any specification for the Goods shall be those as set out in the Company’s quotation (accepted by the Customer) or the Customer’s Order (if accepted by the Company) subject to any changes made by the Company in the specification of the Goods which are required to conform with any applicable safety or other statutory requirement or which do not materially affect their quality or performance.
3.2 No Order may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall pay a reasonable cancellation charge and shall indemnify the Company in full against all costs and expenses incurred by the Company up to the time of cancellation.
4. Price of the Goods
4.1 The price of the Goods shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the relevant manufacturer’s published price list current at the date of acceptance of the order. Unless otherwise stated all prices quoted are valid for 30 days only.
4.2 Unless otherwise agreed in writing all prices given assume delivery will be to the Customer at one location at ground floor with adequate vehicular access. If such circumstances do not exist then the Company shall be entitled to charge the Customer for the reasonable additional costs of such delivery. Such costs are to be agreed in advance, in writing, with the Customer. Additionally, the Company reserves the right to charge the Customer a delivery charge, for any orders below the value of £500.00 (plus VAT), where such goods are to be delivered to a site more than 60 miles from the Company’s registered office. Any such charge will be included in the Company’s quoted price after discussion and agreement by the Customer.
4.3 The price is exclusive of any applicable Value Added Tax which the Customer shall be additionally liable to pay to the Company.
5. Terms of Payment
5.1 Unless otherwise agreed in writing the Company will invoice the Customer for the price of the Goods as such time as or at any time after, the Company tenders delivery of the Goods.
5.2 The Customer shall pay the price of the Goods (less any discount to which the Customer is entitled, but without any deduction) within 30 days of the date of the Company’s invoice. Time shall be of the essence in this respect. No set-offs by the Customer are permitted.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries
5.3.2 appropriate any payment made by the Customer to such of the Goods as the Company may think fit, and
5.3.3 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 5 percent per annum above HSBC base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest.
6.1 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay. Time for delivery shall not be of the essence unless previously agreed by the Company in writing.
6.2 The Company shall use reasonable endeavours to deliver all Goods relating to the same Order at the same time unless expressly agreed otherwise in writing with the Customer. Where it is agreed that the Goods are to be delivered by instalments, failure by the Company to deliver any one or more of the instalments in accordance with the agreement or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.3 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company, the Company may:
6.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of the storage; or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7. Risk and Property
7.1 Risk or damage to or loss of the Goods shall pass to the Customer at the time of the delivery or at the time when the Company tenders delivery of the Goods.
7.2 Notwithstanding any other provision of these Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
7.3 Until the property in the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property (except that where appropriate they may be assembled).
7.4 Until the property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so immediately, to enter in any premises of the Customer or third party where the Goods are stored and repossess the Goods.
7.5 The Company shall be entitled to maintain an action for the price of the Goods once delivery has taken place or been tendered but refused by the Customer even though the property in the Goods may not have passed to the Customer.
8. Warranties and Liability
8.1 Subject to the conditions set out below the Company warrants that from the date of delivery, the Goods will be free from defect in materials and workmanship as to chairs supplied for a period of 36 months and as to all furniture other than chairs for a period of 60 months.
8.2 The Company shall not be liable for any defect arising from fair wear and tear, wilful damage, abnormal working conditions at the Customer’s premises, alteration or repair of the Goods without the Company’s approval or any negligence of the Customer.
8.3 Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded.
8.4 Any claim by the Customer based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure.
8.5 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term of any duty of common law or under the express terms of the Contract for any consequential loss or damage (whether for loss or profit or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except as expressly provided in these conditions.
9.1 The Company may not assign or sub-contract any part of the Contract without prior discussion and agreement by the Customer.
9.2 The Contract shall be construed in accordance with English law which shall be the proper law of the Contract and the English Courts shall have jurisdiction.