1 Definitions
In this Agreement the following words shall have the meanings respectively assigned to them unless the context requires otherwise:
“Buyer” means the person who buys or agrees to buy the goods from the Seller
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
“Delivery Date” means the date specified by the Seller when the Products are to be delivered.
“Goods” means the articles the Buyer agrees to buy from the seller
“Price” means the price for the Goods excluding carriage, packing, insurance and VAT
“Seller” means Total Furnishing (address)
2. Interpretations
2.1 The headings throughout this agreement are for convenience only and shall not be taken into account in the construction and interpretation of this agreement
2.2 Reference to any clause appendix or schedule without further designation shall be construed as a reference to the clause, appendix or schedule to this agreement so numbered (as the case may be) unless a contrary intention is expressed.
2.3 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms but for the avoidance of doubt it is agreed that the exclusion of the application of that Act shall not prevent all or any future
3. Conditions Applicable
3.1 These conditions shall apply to all contracts for sale of goods by the Seller to the Buyer to the exclusion of all terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document
3.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
3.3 Acceptance of delivery of Goods by the Buyer or the issuing of Confirmation of acceptance by the Seller shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions
3.4 Any variation to these Conditions( Including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller
3.5 The Buyer must ensure that the details that he provides the Seller are complete and accurate and that he provides all the necessary information relating to the delivery of the Goods within sufficient time to enable the Seller to perform the Contract in accordance with these Conditions.
3.6 If the Seller is not able to supply the Goods and payment has already been made by the Buyer, then following agreement between the Seller and the Buyer, the Buyer’s account will be refunded or re-credited with the sum paid by the Buyer. The refund will be carried out as soon as possible, in any event, within 30 days of the order. The Seller will not be obliged to offer any compensation for disappointment suffered.
3.7 If any provision of these conditions is adjudged invalid or unenforceable in whole or part the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.
3.8 The Buyer shall not be entitled to assign the Contract or any part of it without prior written consent.
3.9 The Seller may assign the Contract or any part of it to any person, firm or company.
4. Price and Payment
4.1 The Price shall be the Sellers quoted Price as stated on the confirmation . The price is exclusive of VAT
4.2 The Seller shall not be bound to deliver the Goods until he has received cleared funds from the Buyer. Payment shall be due before the Delivery date and time for payment shall be of the essence.
4.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Barclays Bank plc’s base rate form time to time in force and shall accrue at such a rate after as well as before any judgement
4.4 The price of the Goods shall be the Sellers quoted price which shall be binding on the Seller provided that the buyer shall accept the Seller’s quotation within 30 days. The Seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the price of Goods to reflect any increase in the costs of the Seller which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuation, taxes and duties and the cost of labour, material and other manufacturing costs). Provided that the buyer may cancel this contract within 7 days of any such notice form the Seller.
5. The Goods
5.1 The quantity and description of the Goods shall be as set out in the Sellers confirmation
5.2 The Seller may make changes in the specification of the Products which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the Products are supplied to the Seller’s specification.
5.3 Photographs provided on the website are for illustrative purposes only and may not exactly match the Product itself.
5.4 Any items that is not a bed or the specified Goods in the product description on the web page that appears in any photograph or illustration on the website or in product brochures will not form part of this Contract .
6. Warranties and Liabilities
6.1 The Seller warrants that the Goods supplied will correspond with their specification at the time of delivery and will be free from defect in quality, material workmanship and condition for a period of 12 months from delivery, unless otherwise specified and subject to conditions set out below.
6.2 The Seller shall not be liable for any breach of warranty as set out in Clause 6.1 unless:
i) The Buyer provides written notice of the defect within 7 days of the time the Buyer receives delivery of the Goods; and
ii) The Seller is given reasonable opportunity after receiving the Buyer’s notice of defect to examine the Goods in question and the Buyer (if asked by the Seller to do so) shall return the Products to the Address at the Seller’s cost for the examination to take place there.
6.3 The Seller shall not be liable for breach of warranty if:
i) The Buyer makes further use of such Products after giving notice of the defect to the Seller.
ii) The defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, abnormal working conditions or failure to follow our oral or written instructions as to the storage or use of the Goods.
iii) The Buyer alters or repairs such Goods without our written consent;
6.4 Subject to clause 6.2 and 6.3, if any Goods do not conform with the warranty, then within 30 days of the Seller examining the defective Goods, the Seller (at the Seller’s option) will either:
i) Repair or replace such Goods (or the defective part) free of charge; or
ii) Refund the price of such Goods (or a proportionate part of the price) provided that the Buyer delivers up the Products for collection (or, if the Seller so requests and at the Seller’s expense the Buyer return the Products or the part of such Products which is defective to the Seller at the Seller’s Address).
7. Delivery of the Goods
7.1 Delivery of Goods shall be made to the Buyers address on the Delivery Date, the Goods may be delivered in advance of the delivery date upon the giving of reasonable notice to the Buyer . The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery
7.2 Goods will be deemed to have been delivered once delivered to the specified address as detailed in clause 7.1 and the Seller will not be liable to the Buyer for non-delivery of the Products. The Seller does not need to satisfy itself that the person accepting delivery at the specified address is the Buyer (or authorized by the Buyer to accept delivery of the Goods).
7.3 Dates and times quoted for delivery are approximate only. The Seller shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
7.4 If the Goods ordered by the Buyer are not available or discontinued and the Seller is unable to deliver them to the Buyer within 60 days (or any other time limit agreed by the parties), the Seller shall inform the Buyer of this; cancel the Contract; and reimburse any sums paid by the Buyer (or which has been paid on the Buyer’s behalf) under the Contract to the person by whom payment was made no later than 30 days after the due date for delivery of the Goods under the Contract.
7.5 Any liability to the Seller for the non-delivery of Goods shall be limited to replacing the Products within a reasonable time or issuing a respective credit note/
7.6 The quantity or content of any consignment of Products as recorded by the Seller upon dispatch shall be conclusive evidence of the quantity or content received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
7.7 It is the responsibility of the buyer to ensure that goods are confirmed to be undamaged and correct in terms of size, colour and any other permutation before signing as received, should goods be received and signed and later reported as damaged or incorrect it is the responsibility of the buyer to ensure that the goods are returned in all original packaging in as new condition otherwise the buyer will void the return policy. In the case of divans and mattresses these items should be checked before opening the packaging as once opened we are unable to accept returns.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the buyer
8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract
9. Title and Risk
9.1 Risk shall pass on delivery of goods.
9.2 Notwithstanding any other provision herein title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
9.3 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Products has not passed from the Seller.
10 Insolvency or other default of buyer
10.1 If the buyer fails to make payments for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company and resolution or petition to wind up the Buyer (other than for the purpose of amalgation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer’s bus9iness or asset s or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The seller may in its absolute discretion and without prejudice to any other rights which it may have:
i) suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part, and/or
ii) exercise any of its rights pursuant to clause 9
11. Buyers Right to Cancellation
11.1 The buyer has a right of cancellation within seven days of Delivery
11.2 The buyer must provide written notice of cancellation provig details of order number as well as date of delivery if applicable
11.3 The Buyer must retain the Goods until the Seller is in receipt of the notice and the Buyer must not use the Goods.
11.4 The Buyer must return the Goods at his own expense and make take reasonable to ensure that the Goods are not damaged in the meantime or in transit and return the Goods in the packaging and condition they were delivered to the Buyer.
11.5 Once the Seller has received the Goods the Seller will refund or re-credit the Buyer within 30 days for any sum that has been paid or debited from the Buyer’s credit card for the Products.
12. Force Majeure 12.1 The Seller shall not be liable to the Buyer or be deemed to be in breech of the Contract by reason of any delay in performing, or any failure to perform any of Sellers obligations relating to the Contract, if the delay or failure was due to any cause beyond the Sellers Reasonable control.
12.2 In the event that the Seller is unable to perform his contract due to condition 12.1 the Buyer is entitled to Terminate the Contract after 30 days of the order
13. Proper Law of Contract
The Contract shall be governed by the law of United Kingdom and any dispute, question or remedy however-so arising determined exclusively by the Courts of the United Kingdom.