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Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. Interpretation

1.1. In these Conditions:

“BUYER” means the person, firm, company, organization or public authority that accepts a quotation or

offer of the Seller for the sale of the “GOODS” (including any installment of the goods or any parts of

them) that the Seller is to supply in accordance with these conditions.

“SELLER” means Northbrook Furniture Limited incorporated under the Companies Acts with Company Number

10784806 and having its registered office at Unit 4, 58 Kingsbridge Crescent, Southall, UB1 2DL.

“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless

the context otherwise requires) include any special terms and conditions agreed in writing between the

Buyer and the Seller;

“CONTRACT” means the contract for the purchase and sale of the Goods. “WRITING” includes

facsimile transmission, email and comparable terms of communication.

1.2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a

reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Sale

2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order issued

by the Seller or any written order of the Buyer which is accepted by the Seller, subject in either case to

these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions

subject to any such quotation is accepted or purported to be accepted, or any such order is made or

purported to be made, by the Buyer. Any other terms and conditions which seek to override or exclude

these Conditions shall be disregarded.

2.2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised

representatives of the Buyer and the Seller.

2.3. The Sellerʼs employees or agents are not authorised to make any representations concerning the

Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges

that it does not rely on, and waives any claim for breach of, any such representations which are not so

confirmed.

2.4. Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its

employees or agents as to the storage application or use of the Goods which is not confirmed in Writing

by the Seller is followed or acted upon entirely at the Buyerʼs own risk, and accordingly the Seller shall

not be liable for any such advice or recommendation which is not so confirmed.

2.5. Any typographical, clerical or other accidental errors or omissions in any sales literature, internet

pages, quotation, price list, acceptance of offer, invoice or other document or information issued by the

Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until

confirmed in Writing by the Seller.

3.2. Lead times commence from receipt of deposit and where appropriate fabric when supplied by

Buyer or in the case of custom sizes and bespoke items, from final approval of all technical drawings,

samples and finishes and receipt of deposit and where applicable all fabric required to produce goods.

3.3. Payment terms for both the supply & installation of goods are 50% deposit to secure an order

unless otherwise agreed in writing. The balance remaining from the Buyer must be cleared before

delivery of Goods takes place.

3.4. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order

(including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary

information relating to the goods within a sufficient time to enable the Seller to perform the contract in

accordance with its terms.

3.5. The quantity and description of and any specification for the Goods shall be those set out in the

Sellerʼs quotation (if accepted by the Buyer) or the Buyerʼs order (if accepted by the Seller).

3.6. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in

accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all

loss, damage, costs and expenses awarded against or incurred by the Seller in connection with or paid

or agreed to be paid by the Seller in connection with or paid or agreed to be paid by the Seller in

settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or

intellectual property rights of any other person which results from the Sellerʼs use of the Buyerʼs

specification.

3.7. The Seller reserves the right to make any changes in the specification of the Goods which are

required to conform with any applicable statutory or EC requirements or, where the Goods are to be

supplied to the Sellerʼs specification, which do not materially affect their quality or performance.

3.8. No order which has been accepted by the Seller may be cancelled by the Buyer except with the

agreement in Writing of the Sellerʼs and on terms that the Buyer shall indemnify the Seller in full against

all lose (including loss of profit), costs (including the cost of all labour and materials used), damages,

charges and expenses incurred by the Seller as a result of cancellation.

3.9. Any fabrics and materials that are supplied by the Buyer for the use within the manufacturer or the

order must pass all relevant tests. In the case of upholstery all fabrics must pass both the Cigarette &

Match tests. Alternatively, if the fabric passes the cigarette test but fails the match test and has a

natural fibre content of at least 75%, the fabric may still comply IF ordered with a schedule III

interliner.

3.10. The Seller produces the samples to the colour finish specified by the Buyer however due to

application processes some samples may vary in colour or texture to the original sample and the Seller

reserves the right to produce the finished sample to their best of their ability within reason.

3.11. The Buyer assumes all liability to the suitability of fabric supplied regarding its suitability for the

Goods being requested. In situations where the fabric is not suitable for the purpose requested the

Seller shall not be liable.]

4. Price of Goods

4.1. The price of the Goods shall be the Sellerʼs quoted price or, where no price has been quoted (or a

quoted price is no longer valid), the price listed in the Sellerʼs published price list current at the date of

acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the

Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase

the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond

the control of the Seller (such as, without limitation, any foreign exchange fluctuation currency

regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of

manufacture), any change in delivery dates, quantities or specifications for the Goods which is

requested by the Buyer and or any delay caused by any instructions of the Buyer or failure of the Buyer

to give the Seller adequate information or instructions.

4.3. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable

to pay to the Seller.

5. Terms of Payment

5.1. Unless otherwise agreed in writing between the Buyer and the Seller, the Seller shall be entitled to

invoice the Buyer for the price of the Goods on order acceptance by the Seller.

5.2. The Buyer shall pay the price of the Goods upon presentation of the Sellerʼs invoice, and the Seller

shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the

property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the

essence of the contract. The balance remaining from the Buyer must be cleared before delivery of

Goods takes place.

5.3. If the Buyer fails to make any payment on or before the due date then without prejudice to any other

right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1. Cancel the Contract or suspend any further deliveries to the Buyer:

5.3.2. Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under

any other contract between the Buyer and the Seller) as the Seller may think fit:

5.3.3. Charge the Buyer interest on the amount unpaid, at the rate of 2 per cent per month until

payment in full is; and

5.3.4. Charge the Buyer a collection/administration charge of 5% of the sum due and all professional

fees and outlays reasonably incurred in such collection or attempted collection.

5.4. The seller cannot accept any cancellation of custom or bespoke orders. These will be charged for

in full.

5.5. The seller retains ownership until final payment has been received in full.

6. Delivery

6.1. Delivery of the Goods shall be made by the Seller, delivering the Goods to the agreed delivery

place.

6.2. Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable

for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of

the contract unless previously agreed by the Seller in writing.

6.3. Where the Goods are to be delivered in installments, each delivery shall constitute a separate

contract and failure by the Seller to deliver any one or more of the installments in accordance with these

Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the

Buyer to treat the Contract as a whole as repudiated.

6.4. If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause

beyond the Sellerʼs reasonable control or the Buyers fault, and the Seller is accordingly liable to the

Buyer, the Sellerʼs liability shall be limited to the cost of similar goods to replace those not delivered the

price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the

control of the Seller (such as, without limitation, any foreign exchange fluctuation currency regulation,

alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture),

any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer,

6.5. If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery

instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Sellerʼs

reasonable control or the Buyerʼs fault) then, without prejudice to any other right or remedy available to

the Seller, the Seller may:

6.5.1. Store the goods until actual delivery and charge the Buyer for the reasonable costs

(including insurance) of storage; or

6.5.2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and

selling expenses accounts to the Buyer for the excess over the price under the Contract) charge the

Buyer for any shortfall below the price under the Contract

6.6 It is the Buyers responsibility to ensure there is suitable access for the size of items to be delivered.

If the Buyer is unsure as to the suitability of access they must conduct a site survey prior to order. The

Seller is unable to offer refunds if they are unable to deliver and install due to insufficient access.

Where there is insufficient access but the Buyer insists to proceed the delivery the Buyer assumes all

liability of damage to either Goods or Site. A liability waiver will be required to be signed by the Buyer.

6.7 Please note there are no returns on custom made items.

7. Risk and Property

7.1. Risk of damage to or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered

at the Buyerʼs designated premises, at the time of delivery or, if the Buyer wrongfully fails to take

delivery of the Goods, the time when the Seller has rendered delivery of the Goods.

7.1.2 Please note that our responsibility does not extend once the goods have been delivered to your

designated delivery address. Responsibility for damage, loss or breakage passes to the Buyer for the

onward journey of Goods.

7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these

conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or

cleared funds payment in full of the price of the Goods and all other Goods sold and/or delivered by the

Seller to the Buyer for which payment is then due or which have been ordered of delivered.

7.3. Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any

time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to

enter upon any premises of the Buyer and any third party where the Goods are stored and repossess

the Goods.

7.4. The Buyer shall not be entitled to pledge or in any way charge by way of security for any

indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all

monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the

Seller) forthwith become due and payable.

8. Warranties and liability

8.1. Subject to the conditions set out below the Seller warrants that at the time of delivery the Goods will

(a) correspond with their specification; (b) be free from defects in design, material and workmanship; (c)

be of satisfactory quality; and (d) be fit for the normal purpose for which they are manufactured.

8.2. The above warranty is given by the Seller subject to the following conditions:

8.2.1. The Seller shall be under no liability in respect of any defect in the Goods arising from

drawing, design or specification supplied by the Buyer;

8.2.2. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful

damage, negligence, abnormal working conditions, failure to follow the Sellerʼs instructions (whether oral

or in writing) misuse or alteration or repair of the Goods without the Sellerʼs approval;

8.2.3. The Seller shall be under no liability under the above warranty (or any other warranty condition

or guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.2.4. The above warranty does not extend to parts, materials or equipment not manufactured by

the Seller; in respect of which the Buyer shall only be entitled to the benefit of any such warranty or

guarantee as is given by the manufacturer to the Seller.

8.3. Subject as expressly provided in these conditions, and except where the goods are sold to a person

dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties,

conditions or other terms implied by statute or common law are excluded to the fullest extent permitted

by law.

8.4. Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their

failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified

to the Seller in writing within 3 days (excluding Sundays) from the date of delivery or (where the defect or

failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect

of failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall

not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the

Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the

Contract.

8.5. Where a claim by the Buyer concerning defect in the quality or condition is contested by the Seller and a

reasonable agreement can not be met the Seller reserves the right to refer the contested claim to industry

ombudsman, or any industry institute deemed to be impartial and qualified to rule on the matter.

8.6. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or

condition of the Goods or their failure to meet specification is notified to the Seller in accordance with

these conditions, the Seller shall be entitled to replace the goods (or the part in question) free of charge

or, at the Sellerʼs sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of

the price), but the Seller shall have no further liability to the Buyer.

8.7. The Buyer shall at the Sellerʼs option either return the goods (by such means as the Seller shall

direct) which are subject to any competent claim under this Condition 8 or make them available for

inspection by a representative of the Seller. If the claim is accepted following an inspection on return or

at the Buyerʼs premises the Seller will satisfy the claim in accordance with Conditions 8.5 and if the

goods have been returned, refunded the Buyer in the reasonable cost if transportation.

8.8. The Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or

any implied warranty, condition or other term, or any duty at common law or under the express terms of

the Contract, for loss of profit, loss or deferment of revenue or income, loss or anticipated loss of or

failure to obtain any contract or other business opportunity, loss associated with business interruption or

increased cost of working or otherwise),costs, expenses or other claims for compensation whatsoever

(whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out

of or in connection with the supply of the goods or their use or resale by the Buyer, and the entire liability

of the Seller under or in connection with the Contract shall not exceed the price of the goods, except as

expressly provided in these conditions.

8.9. The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of

any delay in performing, or any failure to perform, any of the Sellerʼs obligation in relation to the goods, if

the delay or failure was due to any cause beyond the Sellerʼs reasonable control. Without prejudice to

the generality of the foregoing, the following shall be regarding as causes beyond the Sellerʼs

reasonable control.

8.9.1. Power failure or breakdown in machinery.

8.9.2. War or threat of war, sabotage, insurrection, civil disturbance or requisition.

8.8.3. Regulations, acts, restrictions, by-laws, prohibitions or measures of any kind on the part of

any government, parliamentary or local authority;

8.8.4. Strikes, look-outs or other industrial actions or trade disputes (whether involving employees of the

Seller, the Buyer or of a third party);

8.8.5. Import or export regulations or embargoes;

8.8.6. Difficulties in obtaining raw materials, labour, fuel. Parts of machinery;

8.9. Act of God, explosion, flood, tempest, fire or accident; The Seller shall not be liable to the

Buyer for any damage caused to goods after delivery to the Buyers designated address. All

products must be inspected on arrival and any damage reported in writing to the Seller within 48

hours of delivery of the said item.

8.10. The Buyer must provide photographic evidence within 3 working days and retain all packaging.

The Seller cannot accept returns of goods that are not in their original packaging.

9. Insolvency of Buyer

9.1. This clause applies if:

9.1.1. The Buyer makes any voluntary arrangements with its creditors or (being an individual or firm)

becomes bankrupt or (being a company) becomes subject to an administration order or goes in

liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.1.2 .The Buyer ceases or threatens to cease to carry on business; or

10.1.3.The Seller reasonably apprehends that any of the events mentioned above is about to occur

in relation to the Buyer and notifies the Buyer accordingly.

10.2. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the

Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract

without any liability to the Buyer, and if the goods have been delivered but not paid for the price shall

become immediately due and payable notwithstanding any previous agreement or arrangement to the

contrary.

10. General

10.1. Any notice required or permitted to be given by either party to the other under these Conditions

shall be in writing addressed to the other party at its registered office or principal place of business or

such other address as may at the relevant time have been notified pursuant to this provision to the party

giving the notice.

10.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver

of any subsequent breach of the same or any other provision.

10.3. If any provision of these Conditions is held by any competent authority to be invalid or

unenforceable in whole or in part the validity of the other provisions of these Conditions and the

remainder of the provision in question shall not be affected thereby.

10.4. The Contract shall be governed by the laws of England.