1.
In these conditions, "the company" means HML (Office Furniture) Ltd.
2.
(a) These terms and conditions ('these terms') shall apply to all contracts for the sale and supply of goods entered into by the Company and save as provided in these terms all representations warranties and terms and conditions (statutory or otherwise) expressed or implied in these terms or in any collateral agreement in respect of the supply delivery and use of goods or in respect of services rendered are expressly excluded except insofar as such exclusion is prohibited or restricted by statute. However, these terms are not intended to deny avoid or limit liability for death or personal injury arising from negligence or to exclude or restricting liability for breach of Section 12 of The Sale of Goods Act 1979.
(b) Where the Customer deals as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977 Clause 2(a) above shall not operate to exclude or restrict the Company's liability for breach of the terms implied herein by Section 13,14 and 15 of The Sale of Goods Act 1979.
3.
Offers to supply from stock are subject to the materials or goods remaining unsold on receipt of order.
4.
Unless the items are the subject to a current quotation or contract the price payable by the Customer for each delivery shall be the price ruling as published or operated by the Company as at the date of despatch of the goods or materials.
5.
(a) The Company reserves the right to vary orders to the extent necessary to conform to the standard units of pack as detailed in its price list.
(b) The minimum order value is £10.00 (Ten Pounds) plus VAT.
6.
Payments shall be made by the 30th day of the month following the date of invoice or in accordance with other terms notified to the Customer in writing by the Company and shall be without deductions. In default of payment on the due date the Company without prejudice to its other rights may disallow any discounts given and charge the Customer interest on overdue accounts at the rate of 2.5% per calendar month or part thereof to cover additional administrative costs.
The Company shall at its discretion (without prejudice to the Company's right to treat the Contract as repudiated and claim damages) be entitled to withhold despatch of goods and suspend performance of any of its obligations to the customer until all monies owing to it by the Customer shall be paid in full.
Without prejudice to any other provision of these terms the Company may in its absolute discretion if doubts arise as to the Customer's solvency suspend deliveries until satisfactory security has been given for due performance by the Customer of its obligations hereunder.
Where the Customer does not accept delivery of goods ordered the goods will be invoiced and such invoices will be due for settlement in the same way as other invoices.
7.
All payments must be made in sterling to the Company at its registered office and for the purposes of the preceding clauses the Customer's account will be deemed to be paid on the date on which the correct amount of sterling payable in respect of goods or materials supplied by the Company is received by the Company
8.
(a) The Customer shall have the benefit and be subject to such written products guarantees as the Company from time to time provides and the Customer is deemed to have full knowledge of the terms of such guarantees copies of which will be supplied by the Company on request.
(b) If the Customer deals as consumer (as defined above) any such product guarantees shall be in addition to the Customer's statutory rights which remain unaffected.
(c) If the Customer does not deal as a consumer only those warranties conditions and representations (if any) contained in any such product guarantee shall be effective and all other express or implied warranties conditions and representations are excluded as previously provided.
(d) Subject to Clause 2 above the Company's liability for breach of contract shall be limited to the refunding of the price to the customer.
9.
(a) The Customer shall indemnify the Company in respect of any loss injury damage expenses or claim of whatsoever nature and howsoever arising out of this contract or the goods or their storage installation use operation or maintenance save where the same is caused by the negligence of the Company.
(b) Unless specifically sold as knocked down i.e. in component form, desks, chairs, filing and storage cupboards etc will be delivered to site fully erected.
It is the Customer's responsibility to insert the multi positional items, cradles, files, shelves etc.
(c) The customer acknowledges that he possesses all necessary skills and knowledge to deal with the goods supplied safely without causing risk or damage or injury to person or property and that he does not rely on the Company to draw to his attention any special risks which may be inherent in the goods supplied or in the processes to which the Customer may subject the same.
10.
The Customer shall indemnify the Company against any claims whatsoever for damages and costs and against all liability in respect of any infringement of copyright or patent rights resulting from compliance with the Customer's instructions express or implied.
11.
Any delivery date given by the Company is given in good faith but no guarantee or warranty as to the date of delivery or time of delivery is given or implied and without prejudice to the generality of this clause the Company can accept no liability or penalty for delays arising from force majeure or any other circumstances beyond the control of the Company. Each delivery is to be considered a separate Contract and failure of any delivery shall not vitiate the Contract as to other deliveries.
12.
Any order may only be cancelled or varied by the Customer with the consent in writing of the Company and on payment of reasonable cancellation or variation charges. Such charges shall take into account expenses incurred and commitments made by the Company and all other losses due to such cancellation or variation. Cancellation will only be accepted by the Company in respect of non-standard items on immediate payment in full of the value of all work and materials expended on the order prior to cancellation together with the cost of all materials purchased towards or to enable the manufacture of such goods. Such materials will be available for collection by the Customer after payment for a period of 30 days only from the date of invoice.
13.
(a) All deliveries to be made to ground floor entrance/goods bay. Our delivery personnel are not responsible for the movement of our equipment within the purchaser's premises unless prior agreement is made with the Company.
(b) No responsibility will be accepted by the Company for any shortage or damage occurring in transit unless the Customer makes a claim in writing providing full particulars to the Company at its registered office within 3 days of the receipt of goods.
14.
(a) Notwithstanding delivery of, and the passing of risk in, goods to the Customer, ownership of the goods shall not pass to the Customer until full payment has been received by the Company for those goods and also for all other goods supplied by the Company to the Customer under any contract whatsoever for which payment in full has not been received by the Company.
Until ownership passes ,
(i) the Customer shall hold the goods as the bailee for the Company, shall refrain from incumbering them in any way and shall store them separately from any other goods on the Customer's premises, clearly marked as the Company's property; and
(ii) the Company may without prejudice to any other rights or remedies available to it, without notice terminate all or any part of any contract with the Customer or suspend or cancel deliveries thereunder and reposses all or any of the goods. For the purpose of so taking repossession, the Customer gives to the Company irrevocable authority without notice to enter the Customer's premises for the purpose of collecting and removing the goods.
(b) Notwithstanding the above, the Customer may (subject to paragraph (c) below) sell the goods in the ordinary course of its business but may not otherwise deal with, sell, or part with possession of, consume or otherwise dispose of the goods until title to them has passed to the Customer as aforesaid.
(c) If the Customer (being an individual) is adjudicated bankrupt or (if a Company) has a receiver appointed over all or any of its assets or a petition is presented or a resolution passed to wind it up the Customer shall be deemed to have repudiates the contract for sale of the goods and the Company shall be deemed to have accepted such repudiation, and the Company's permission to the Customer to sell the goods shall thereupon terminate automatically.
(d) Any sale by the Customer permitted by paragraph (b) above shall as between the Customer and the buyer from it be effected by the Customer as principal and not as agent, but as between the Customer and the Company then the Customer shall have a fiduciary duty to account to the Company for the proceeds of any such sale up to the total amount outstanding to the Company, and pending such accounting shall hold the same on trust for the Company.
15.
Notwithstanding the provisions of Clause 14(a) the Customer shall from the date of delivery of any goods bear the risk of accidental loss or damage.
16.
The Company shall accept no responsibility for the accuracy of drawings patterns or specifications supplied by the Customer.
17.
In accordance with the Company's policy of progressive improvement of its products it reserves the right to change specifications as to design, finish, colour packaging etc., although it will endeavour to inform the Customer of any such change.
18.
Goods returned for any other reason that warranty claims will only be accepted by the Company providing prior arrangements have been made. In the event of the Company agreeing to accept the return of the goods an administrative charge of 25% of the invoice value of the returned goods will be made. In the event of the returned goods being found or received by the Company to be damaged or soiled the Company reserve the right to make an additional charge against the Customer in respect thereof.
19.
The Company reserve the right to make a reasonable charge for storage if delivery instructions are not provided by the Customer within 14 days of a request by the Company for such instructions.
20.
Conditions set out in the Customer's enquiries or purchase orders are binding on the Company only so far as they do not conflict with these terms.
21.
The Company shall be free to employ sub contractors to manufacture any of the goods or parts thereof to be supplied or to perform any of the Company's obligations.
22.
In the case of overseas sale the Customer shall be solely responsible for complying with any legislation or regulation governing the importation of goods or the payment of any duties levies or other sums - money on such importation.
23.
This contract shall in all respects be construed as an English Contract and be subject to the jurisdiction of the English Courts.
24.
It is expressly agreed and declared that: -
(a) no variation of this agreement shall be binding upon the Company unless it is in writing signed by a duly authorised officer of the Company.
(b) any neglect or forbearance on the part of the Company in enforcing the strict compliance with these terms (and in particular any failing on the part of the Company to ensure that the Customer complies with to provision; of Clause 14(b)) shall in no way release the Customer from its liability under these terms and the Customer shall not; disc as a defence to any action brought by the Company to enforce these terms any such neglect forbearance or failure.
JBM October 1992
Reprinted May 2002
