1. These terms (“Terms”) govern all contracts for the provision of Goods between Nott Office Limited (company number 07243019) (the “Seller” or “We”/Us”) and you (the “Buyer”/”You”). No other terms will apply even if proposed by You (including any terms included in or referred to in Your order), and no amendments are accepted unless confirmed in writing by a Director of the Seller.
Forming the contract
2. The Seller will provide You with a quote. If you wish to accept this quote, please place an order (“Order”) by notifying the Seller. The Order constitutes an offer by the Seller to purchase the Goods in accordance with these Terms. The Seller will then verify that the quote remains valid (for example that the goods to be provided by the Seller (“Goods”) are still available at the quoted price) and then notify You if it accepts Your Order. Any acceptance will be on these Terms, whether or not stated specifically. A contract (“Contract”) will come into existence only at that time (or in any case at the time performance of the Contract begins). Please note that an acknowledgement of receipt of Your Order is not an acceptance of Your Order.
3. A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.
4. Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures 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.
5. You must notify us of any requirements known only to You before asking Us to quote – for example if You wish the Goods to match other items You own; if there is restricted space or unusual environments; or to accommodate particular IT or other equipment.
Cancellation and termination
6. You may not cancel an Order You have placed, or any Contract between You and Us unless We agree in writing.
6.1. We will try and accommodate such requests but reserve the right to levy a cancellation charge.
6.2. Please note that cancellation is usually not possible where Goods are made on a bespoke basis.
6.3. Where we have already placed an order with our suppliers, You must pay any fees charged by the supplier for a cancellation in addition to Our own cancellation charge. If the supplier will not accept a cancellation then You will be liable for the full cost.
7. If we find an error in our quote or in any Contract between us (for example if We have misquoted prices or have not included items) We will notify you as soon as we can with the revised information, and You will have the option to either accept the amended terms, or to cancel the Contract in which case We will give You a full refund of all monies You may have paid. This will be Your only remedy.
8. In addition to any other rights We may have, We may terminate a Contract or any Order under it if:
8.1. You become subject to, or any steps are taken to commence, any insolvency procedure;
8.2. You fail to pay Us any sum when it falls due for payment (whether under that contract or another one).
9. Termination does not affect the obligations of the parties that accrued before the date of termination.
Delivery
10. We will use reasonable endeavours to deliver the Goods on the stated dates. Time is not of the essence. We will notify You of possible delays as soon as possible.
11. Our pricing is on the basis that we will deliver Goods at the kerbside to the address You have given us unless stated otherwise.
12. If we have agreed to deliver into Your premises, then unless specifically stated otherwise in Our quote, Our pricing is on the following assumptions:
12.1.there will be adequate parking;
12.2.access during normal working hours;
12.3.delivery to a single location, and
12.4.that delivery will be to the ground floor or that a goods lift will be available.
If this is not the case, there may be additional charges.
13. Delivery of the Goods shall be completed when we notify you of the Goods' arrival at the kerbside to the address provided under clause 11, or when they are delivered into Your premises under clause 12.
14. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
15. If We fail to deliver the Goods (or any instalment of them), Our liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality to such Goods in the cheapest market available, less the price of such Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a cause beyond Our control under clause 39 or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
16. If You fail to receive or accept delivery of the Goods We may, at our absolute discretion, store the Goods and make further attempts to deliver the Goods, until delivery takes place, and charge You for all related costs and expenses (including insurance), but for the purposes of these Terms, the Goods shall be deemed to have been delivered.
17. If 10 business days after the day on which We notified You that the Goods were ready for delivery You have not received or accepted delivery of them, We may resell or otherwise dispose of part or all of the Goods.
Goods
18. The Goods are described in Our catalogue as modified by any applicable specification for the Goods, including any relevant plans or drawings, that is agreed in writing by you and us (“Goods Specification”).
19. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by You, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Goods Specification. This clause 19 shall survive termination of the Contract.
20. We reserve the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
Installation of Goods
21. If You request, and We agree, to install the Goods at Your premises, You shall:
21.1.provide Us, Our employees, agents, consultants and subcontractors, with access to Your premises, office accommodation and other facilities as reasonably required by Us to install the Goods;
21.2.provide Us with such information, services and materials as We may reasonably require to install the Goods, and ensure that such information is accurate in all material respects;
21.3.prepare Your premises for the installation of the Goods;
21.4.release Us from, or indemnify Us against, any liabilities incurred by Us to anyone (including You) arising in connection with any damage caused installing the Goods in accordance with Your instructions.
22. If the installation of Goods is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Customer Default”):
22.1.We shall without limiting Our other rights or remedies have the right to suspend installation of the Goods until You remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations to the extent the Customer Default prevents or delays Our performance of any of Our obligations;
22.2.We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our installation obligations; and
22.3.You shall reimburse Us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
22.4.After a period of 30 days from the original install date, the seller reserves the right to charge the buyer for associated weekly storage and handling charges.
22.5.In the event of any delay to installation, the seller reserves the right to Invoice the buyer for any outstanding balance of the goods from the original delivery date.
Inspection, quality and liability
23. It is Your responsibility to inspect Goods on delivery and ensure they are in accordance with the contract. You must notify Us in writing of any defects, short delivery or wrong items (“Defects”) within 2 days of delivery – the Seller will not be liable for any Defects not raised within this time unless they are latent Defects (Defects not apparent on inspection). Latent defects must be notified to the Seller in writing within 60 days. If no one is available to sign Our delivery note then We do not accept responsibility for Defects You might notify to Us.
24. We shall not be liable for the Goods' failure to comply with the warranty in clause 23 if the Defect arises as a result of Us following any drawing, design or Goods Specification supplied by You.
25. Please note that the implied terms of satisfactory quality, compliance with description and compliance with sample under the Sale of Goods Act are excluded from these Terms.
26. The Seller does not exclude liability for fraud, for any claim for death or personal injury caused by its negligence or for any other liability that cannot be excluded or limited at law.
27. Subject to clause 26, the Seller’s maximum liability to You is limited to the value of the Order. Where there are multiple Orders, the Seller’s maximum liability for all Orders is limited to a maximum of £30,000. The Seller excludes all liability, whether in contract, tort, breach of statutory duty, or otherwise, for loss of profit, opportunity, contract, revenue, goodwill, reputation and similar losses, and for all indirect and consequential loss.
Risk and ownership
28. Risk in the Goods will pass to You on delivery.
29. Ownership of the Goods shall remain with the Seller and will not pass to
the Buyer until one of the following events occurs:-
29.1.The Seller is paid for all of the Goods and no other amounts are owed by the
Buyer to the Seller in respect of other goods supplied by the Seller; or
29.2.The Buyer sells the Goods to its end customer, in which case ownership of the Goods will pass to the Buyer immediately before the Goods are delivered to the Buyer's customer.
30. Where the Goods are attached to or incorporated in other goods or are altered by the Buyer, ownership of the Goods shall not pass to the Buyer by virtue of the attachment, incorporation or alteration if the Goods remain identifiable and, where attached to or incorporated in other goods, can be detached or removed from them.
31. The Buyer shall store the Goods separately from any other goods until:
31.1.they become the Buyer's property, or
31.2.they are attached to or incorporated in other goods, or
31.3.they are delivered to a purchaser from the Buyer.
32. If the Buyer is overdue in paying for the Goods or any other goods supplied by the Seller, the Seller may if still the owner of the Goods, recover and resell them. The Seller may enter the Buyer's premises for this purpose and may, if necessary, detach or remove the Goods from any other goods. This does not affect any other right of the Seller.
33. Until the Buyer has paid the Seller for the Goods and all other goods which the Seller has supplied to the Buyer:
33.1.the Buyer shall hold the Goods on trust for the Seller.
33.2.if the Buyer sells the Goods, the Buyer shall hold the proceeds of sale on trust for the Seller.
33.3.the Seller may trace the proceeds of sale that the Buyer receives into any bank or other account which the Buyer maintains.
33.4.if the Buyer sells the Goods, the Seller may, by written demand, require the Buyer to assign to the Seller the Buyer's rights to recover the price from its purchaser.
33.5.The Buyer shall not assign to any other person any rights arising from a sale of the Goods without the Seller's written consent.
33.6.The Buyer must insure the Goods against all insurable risks for the price due to the Seller for the Goods.
33.7.If the Goods are destroyed by an insured risk before the Buyer has paid for them, the Buyer shall hold the insurance proceeds as the Seller's trustee.
Payment
34. All invoices are payable on the terms set out in the invoice and time of payment is of the essence. New clients are required to pay in advance unless otherwise agreed. Credit terms may be available on application and must be specifically agreed.
35. Without prejudice to any other remedy available to Us, if You fail to make any payment due to Us under the Contract by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
Confidentiality and Intellectual Property
36. The Buyer and Seller will keep confidential all material supplied by one to the other during their business dealings.
37. The Seller will retain all intellectual property rights in all materials (including specifications and design drawings) created by or for the Seller. The Buyer may use such materials for its own internal business purposes. It may not provide them to any other supplier or use them to acquire goods from any other supplier. If the Buyer provides any drawings or specifications to the Seller it warrants that it has the right to do so.
General
38. These terms are subject to English law and the parties submit to the exclusive jurisdiction of the English courts. No third party may enforce any term of this agreement.
39. If We are prevented or delayed in performing any of Our obligations by a cause beyond Our control (such as bad weather, breaches or insolvency of Our suppliers, or congestion), We will not be in breach of contract. We will notify You and resume performance as soon as We can.
Nott Office Ltd