Terms & Conditions
Terms & Conditions:
These conditions shall be incorporated in any contract for work or services provided by Papworth Furniture Limited (hereinafter referred to as "the Company").
An order to the Company for goods or services will be acknowledged by posting to the purchaser the Company's printed acknowledgement specifying Company's conditions of sale and the contract shall not be complete until the posting of the acknowledgement. The purchaser is deemed to have accepted the Company's conditions of sale unless notification to the contrary is received within 7 days of sending the Company's acknowledgement. Special conditions on purchaser's order forms and amendments and additions thereto which are at variance with or additional to these conditions of sale are not binding on the Company unless specifically accepted in writing. Any such special conditions so accepted will apply only to the particular order concerned.
Prices quoted are ex works prices exclusive of Government taxes or duties payable net cash 30 days from date of invoice unless otherwise specified in the Company's quotation. Prices shall hold good for acceptance within 28 days from the date of the quotation. Time for payment shall be of the essence of the contract.
4. Price Variation
The Company reserves the right to increase the quoted prices by the increase in the cost of labour materials and overheads in either or both of the following circumstances:-
In the case of long running contracts at 6 monthly intervals from the date of commencement of the contract.
In the event of unreasonable delay in providing free issue material tools or equipment for the contract or in providing full and complete instructions for the work or services to be carried out by the Company.
Without prejudice to the generality of this clause delay shall be presumed to be unreasonable after the service by the Company of one months notice in writing on the purchaser specifying the purchaser's default.
Delivery times quoted run from receipt of full instructions and materials enabling the Company to carry out the work or services. Any time or date named by the Company for delivery is given and intended as an estimate only and the Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery. Any such estimate shall not be deemed to form part of any contract or collateral contract nor constitute any condition Warranty guarantee respresentation or undertaking.
If despatch is delayed due to the inability of the purchaser to take delivery payment must still be made and the Company reserve the right to charge for storage at usual commercial rates. The Company reserve the right to charge interest on overdue accounts at the rate of 5% per annum over the Bank Rate currently in force.
7. Property & Risk
The risk in the goods will pass to the purchaser on delivery but the property in the goods shall not pass to the purchaser until the goods have been paid for in full. If nevertheless the purchaser sells the goods or sells items into which the goods have been incorporated before the goods have been paid for in full he shall hold the proceeds of sale in trust for the Company and the Company shall be entitled to trace the goods into such items or the proceeds of sale.
The purchaser shall inspect the goods immediately on arrival and shall within 7 days of arrival give notice in writing to the Company and where appropriate and in accordance with the carriers conditions of carriage to the carrier in any of the following events:
that the goods are not in accordance with the contract
that the goods had been damaged in transit
that there is a shortage of delivery
If the purchaser shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the contract and the purchaser shall be bound to accept and pay for the same.
Goods represented by the purchaser to be defective shall not form the subject of any claim for work done by the purchaser or for any loss damage or expense whatsoever arising directly or indirectly from such defects but such goods, if returned to the Company and the Company accepts liability under the terms of the contract or any written warranties, will be replaced as originally ordered or (at the Company's option) a refund of the price paid by the purchaser will be made.
Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the order.
10. Conditions & Warranties
The succeeding paragraph of this clause shall not apply where the goods are of a type ordinarily bought for private use and where the purchaser is not buying or holding himself out as buying the same in the course of a business.
No condition is made or to be implied nor is any Warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or made known to the Company unless the Company has agreed in writing that the goods will be suitable for a particular purpose specified in such written agreement.
Where goods are made to the purchaser's specification the purchaser shall indemnify and keep indemnified the Company and the Company's servants agents and employees from and against any claims action proceedings demands or any costs or expenses arising from an infringement of any patent trade mark registered design copyright or any other proprietary right relating to the supply of goods or services by the Company to the purchaser, or to product liability under the Consumer Protection Act 1987 or any amendment or re-enactment thereof caused by a defective specification supplied to the Company by the purchaser.
Where the Company has received an order based on specification supplied by a purchaser, the Company shall not be bound to accept any amendment or variation to such specification unless it is confirmed in writing by the purchaser and accepted by the Company whose acceptance may be conditional upon an increase in the contract price.
Where the Company has supplied catalogues illustrations specifications or drawings to a purchaser for the purpose of a contract or proposed contract all intellectual property rights in the said documents remain with the Company.
Notwithstanding that credit has hereinbefore been given payment of the price of the goods the Company shall be entitled to retain possession thereof until payment
In addition to any right of lein to which the Company may by law be entitled the Company shall (in the event of the purchaser's insolvency) be entitled to a general lien on all goods of the buyer in the Company's possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the purchaser by the Company under the same or any other contract.
Free Issue Materials
The Company holds itself out as involuntary bailee of any material delivered to the Company without charge for the purpose of incorporation into any manufactured goods.
No compensation will be paid for damage to such materials during manufacture.
Notwithstanding the provisions of clauses 8(a) and 9 the Company will not be liable for any loss, damage or expense arising from the manufacture of goods or provision of services incorporating free issue materials which are defective or unsuitable for the purpose for which the purchaser requires the goods or services.
In the event of the purchaser summarily terminating a contract prior to completion, the purchaser shall pay to the Company by way of ascertained and liquidated damages:
i) the cost of all unused material purchased for the contract together with an additional 15% handling and storage cost and
ii) the full contracted price for all goods in process of manufacture and
iii) standing time for employees labour cost for two weeks following receipt of written notice of cancellation from the purchaser.
The Company shall give credit to the purchaser for any unused material it is able to sell or otherwise dispose of
b) If the purchaser shall make default in or commit a breach of the contract or any other of his obligations to the Company or if any distress or execution shall be levied upon the purchaser's property or assets or if the purchaser shall make or offer to make any arrangement or compostion with creditors, or commit any act bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the purchaser is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver or Administrator appointed under an Administration Order of such Company's undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the purchaser's last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
In the event of war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power the Company shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded as a consequence of any such event by statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or from strikes, lockout, breakdown of plant or any other causes (whether or not of a like nature) beyond the Company's control.
The contract shall be subject to English law and any disputes which may arise from the contract shall be settled by arbitration in accordance with the Arbritration Act 1950 or such other statutory amendment or re-enactment for the time being in force.