Standard Terms And Conditions For The Sale Of Goods

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the firm, company, individual or any agent who purchases the Goods from the Company.
Collection: the collection of the Goods from the Company’s place of business by the Buyer or its agent.
Company: means Target Furniture Limited whether trading under its own name or under its alternative trading style Focus Furniture.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Order: any order accepted by the Company and giving rise to a Contract.
Delivery: the delivery of the Goods by the Company to the Delivery Point.
Delivery Point: the place specified by the Buyer where Delivery or Collection of the Goods is to take place under condition 4.
Goods: any goods, products, equipment, or other items or materials agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.2 Words in the singular include the plural and in the plural include the singular.

1.3 A reference to one gender includes a reference to the other gender.

1.4 Condition headings do not affect the interpretation of these terms.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director or authorised person of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

2.6 An accepted order may only be cancelled or varied with the Company’s consent.

2.7 The Buyer shall ensure that the terms of its order are complete and accurate.

2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 20 days only from its date, provided that the Company has not previously withdrawn it.

2.9 The Company is not bound to accept any Order.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company's specification attached to the quotation or acknowledgement of order. The Buyer shall satisfy itself that the specification is correct and accurately describes its requirements.

3.2 Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and its other literature these documents are for the Buyer’s general guidance only and the particulars contained in them shall not constitute representations by the Company and shall not form part of the Contract.

3.3 The selection of fabrics is not the Company's responsibility. The policy of the Company is to supply any fabric specified by the Buyer and to use such fabric or any fabric supplied by the Buyer in accordance with the Buyer's requirements. In selecting fabrics which the Company is to purchase and supply or in supplying fabrics to the Company, the Buyer is deemed to have ensured the suitability of such fabrics for their intended use. Claims for losses, howsoever sustained, resulting from a failure of the fabric or from any defect in the fabric or its performance cannot be accepted by the Company.

3.4 Goods are sold on the clear understanding that exact matching between batches or co-ordinated products cannot be guaranteed.

3.5 The Company's goods are intended for use in a Contract environment and are designed to assist in meeting the requirements of current legislation for contract furniture. If the Company's upholstered goods are intended to be used in a domestic environment the Buyer, when placing an order, must notify the Company accordingly to enable compliance with the requirements of the Furniture and Furnishings (Fire) (Safety) Regulations 1988 and/or other appropriate legislation.

4. DELIVERY/COLLECTION

4.1 Despatch of the Goods shall take place by the Company delivering them to the Delivery Point or by the Buyer or its agent collecting them from the Company’s place of business, whichever is agreed between the parties.

4.2 Delivery of the Goods to most UK mainland locations will be subject to the standard delivery charge in force from time to time. Delivery of the Goods to outlying UK regions and overseas will be subject to quotation.

4.3 The Buyer shall provide at the Delivery Point at the time of Delivery or Collection and at its expense, adequate and appropriate equipment and manual labour for unloading or loading the Goods. In doing so, the Buyer shall not cause any delay to the Company.

4.4 Any dates specified by the Company for Delivery or Collection of the Goods are intended to be an estimate and time for Delivery or Collection shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.5 If for any reason the Buyer fails to accept Delivery of any of the Goods when they are ready for Delivery or fails to collect the Goods when they are ready for Collection, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences authorisations or appropriate equipment and manual labour for unloading the Goods:

1. risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
2. the Goods shall be deemed to have been delivered or collected;
3. the Company may store the Goods until Delivery or Collection, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
4. the payments due under the Contract shall not be delayed.

4.6 The Company may deliver the Goods or the Buyer or its agent may, if agreed with the Company, collect the Goods, by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with Condition 8.

4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON‐DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non‐delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non‐delivery of the Goods shall be limited to replacing the Goods within a reasonable time.

5.4 Claims for discrepancies cannot be accepted unless notified to the Company within 3 days from the date of delivery.

5.5 Claims of any nature should be referred to the Company Telephone (01604) 792929.

5.6 Claims for faults in Goods cannot be accepted where the Goods have been subjected to further processing or to change.

6. PASSING OF PROPERTY/TITLE AND RISK

6.1 The Goods are at the risk of the Buyer from the time of Delivery or Collection.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

1. the Goods; and
2. all other sums which are or which become due to the Company from the Buyer on any account.

6.3 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

1. any sale shall be effected in the ordinary course of the Buyer's business at full market value and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly; and
2. any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

6.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

1. hold the Goods on a fiduciary basis as the Company's bailee;
2. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
5. shall keep and retain the delivered Goods free from any charge lieu or other encumbrance thereon.

6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding‐up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
3. the Buyer encumbers or in any way charges any of the Goods.

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

6.10 Upon any resale of any of the Goods by the Company pursuant of clause 6.7 above, if the proceeds of sale exceed the price or the balance of the price of the Goods due to the Company from the Buyer the Company shall pay the excess to the Buyer having deducted the cost and expense of the repossession and the sale of the Goods and any damage which the Company has suffered as a result of any repudiation of the Contract by the Buyer.

6.11 The Company shall be entitled to exercise lien or right of retention on all Goods or any part thereof in the Company’s possession which are the Buyer’s property for any sums whatsoever due to the Company and pursuant to such lien or right the Company shall be entitled without notice to the Buyers to sell all or any part of such goods or part thereof privately or by auction or otherwise and to keep the proceeds of sale in diminution of such sums and of all costs and expenses incurred by the Company in effecting the said sales. Any balance remaining thereafter shall be remitted to the Buyer by the Company. Upon any such sale title in the goods shall pass to the buyer thereof.

7. PRICE

7.1 Subject to condition 2.8, the price for the Goods shall be the price set out in the Company's price list published on the date of Delivery or Collection or deemed delivery or collection.

7.2 Where the Goods include components which have been bought in at prices fixed in currencies other than pounds sterling the Company reserves the right to add a surcharge to cover the cost of currency fluctuations.

7.3 The Company reserves the right to amend the price as a result of any of the following:‐

1. Any variations made to the specification at the request of or with the agreement of the Buyer;
2. Any suspension or delay of site work for reasons outside the control of the Company;
3. Any failure of the Buyer to comply with any other clause of these conditions for which it is responsible; and
4. Any quantities of material supplied or labour involved additional to that set out in the quotation.

7.4 The price for the Goods shall be exclusive of any value added tax.

8. PAYMENT

8.1 The Buyer shall be invoiced for the Goods during the week of Delivery or Collection.

8.2 Where Delivery or Collection is by instalments, the Buyer shall be invoiced for each separate instalment during the week of Delivery or Collection of each instalment.

8.3 Depending on the nature of the Goods, the duration of the Contract, or if the Buyer does not have an approved credit account with the Company with sufficient credit available upon it, the Company reserves the right to require payment with the order.

8.4 Subject to condition 8.8, the Buyer shall pay each invoice submitted to it by the Company in pounds sterling by the 20th day of the month following the invoice date.

8.5 Payment may be made either in person at any of the Company’s offices or by post to the Company’s registered office or directly into the Company’s designated bank account.

8.6 Time for payment shall be of the essence.

8.7 No payment shall be deemed to have been received until the Company has received cleared funds.

8.8 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.9 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set‐off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.10 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

8.11 Where payment is to be made with order or by instalments the Company shall not be bound to take any step in performance of the Contract until the Buyer has paid the requested payment or first instalment and if the Buyer shall fail promptly to pay the second or any subsequent instalment the Company shall be entitled to suspend or terminate its performance of the Contract and to call on the Buyer to furnish a bank guarantee for the due payment of the outstanding balance of the price.

9. QUALITY

9.1 The Company warrants that (subject to the other provisions of these conditions) on Delivery or Collection the Goods shall be of good quality and free from defects.

9.2 The Company shall not be liable for a breach of the warranty in condition 9.1 unless:

1. the Buyer gives written notice of the defect to the Company within 3 days of the Delivery, and, if the defect is as a result of damage in transit to the carrier, within 7 days of Delivery; and
2. the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

9.3 The Company shall not be liable for a breach of the warranty in condition 9.1 if:

1. the Buyer makes any further use of such Goods after giving such notice; or
2. the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
3. the Buyer alters or repairs such Goods without the written consent of the Company.

9.4 Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.

9.5 If the Company complies with condition 9.3(c) it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods.

10. LIMITATION OF LIABILITY

10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub‐contractors) to the Buyer in respect of:

1. any breach of these conditions;
2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these conditions excludes or limits the liability of the Company:

1. for death or personal injury caused by the Company's negligence; or
2. under section 2(3), Consumer Protection Act 1987; or
3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
4. for fraud or fraudulent misrepresentation.

10.4 Subject to condition 10.2 and condition 10.3:

1. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
2. the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. ASSIGNMENT/SUB‐LETTING

11.1 The Company may assign or sub‐contract the Contract or any part of it to any person, firm or company.

11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

12. FORCE MAJEURE

The Company reserves the right to defer the date of Delivery or Collection or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a period of more than 60 days and substantially affects the commercial basis of the Contract the parties shall consult together for the purpose of agreeing what action should be taken in the circumstances and, if appropriate, shall negotiate in good faith to amend and modify the provisions and terms of the Contract as necessary to escape the reason in question for the inability to perform.

13. INSTALLATION

If the Company undertakes to install the Goods the following additional terms shall apply:‐

1. The Company shall be entitled to use free of charge such supplies of electricity and other services as may be reasonably required for the installation;
2. The Buyer shall provide at its own expense such temporary roadways footways scaffolding lifting equipment and the like as may be reasonably required for the safe completion of the installation;
3. The Buyer shall at its own expense be responsible for the cleaning out and preparation of the site prior to installation;
4. The Buyer shall at its own expense be responsible for the proper fencing, guarding, lighting and protection of the works during the installation and until it is completed;
5. The Buyer shall give the Company facilities for carrying out the works on the site continuously during the normally recognised working hours or at such other hours as the Company shall in its sole discretion specify; and
6. The Buyer shall provide secure and suitable on‐site facilities for the storage of Goods and/or materials until their installation.

14. INDEMNITY

The Buyer shall keep the Company fully and effectively indemnified against:‐

1. Any claims for infringement of any patent registered design or trade mark or any other rights of a third party by reason of the Buyer’s requirements for the provision of any modified or specifically designed Goods, to the Buyer’s design and the Buyer’s request, and against all costs and damages which the Company may incur in any action for such infringement; and
2. Any claim in contract or tort or otherwise for pay direct or indirect damages expenses or costs relating to damage to property or injury or loss to any person firm or company occasioned by reason of any act or omission by the Buyer or any servant agent or sub‐contractor of it.

15. GENERAL

15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5 Any dispute arising between the parties arising out of the Contract shall be referred to a single arbitrator who will be agreed between the parties or who failing such agreement shall be appointed at the request of the either party by the President of the Law Society.

15.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non‐exclusive jurisdiction of the English courts.

16. COMMUNICATIONS

16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre‐paid first class post or sent by fax:

1. (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
2. (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

16.2 Communications shall be deemed to have been received:

1. if sent by pre‐paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
2. if delivered by hand, on the day of delivery; or
3. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

16.3 Communications addressed to the Company shall be marked for the attention of Mr D R Green, Director.

17. DESIGN COPYRIGHT

The sale of the Goods by the Company to the Buyer does not confer any right or licence upon the Buyer to use exploit or otherwise utilise any intellectual property rights subsisting in or relating to the Goods of which the Company is the proprietor or to which the Company is otherwise entitled.

18. INFORMATION AND GUIDANCE

18.1 All sizes quoted are nominal.

18.2 Upholstered prices are given for guidance only. Variations will arise on pattern wastage. Please ask for quotation before ordering.

18.3 Unless otherwise stated, all items are available with the Company's standard wood stains. Special colours will be quoted on request.

18.4 Lacquers are of a satin finish unless otherwise requested.

18.5 Inevitably, operating largely in solid hardwoods and real wood veneers, significant variations will occur between individual component timbers and differing species of timber. The Company believes that this enhances the appearance of a natural product and no effort is made to eliminate the shade variation.

18.6 The Company attempts, at all times to provide continuity of design and manufacturing process. These elements are, of course, regularly reviewed and the Company reserves the right to change product specifications and design during the currency of the catalogue without prior notice.