Terms & Conditions
STANDARD TERMS AND CONDITIONS OF BUSINESS
1.1 Buyer means the person who buys or agrees to buy the goods from the Seller;
1.2 Conditions means the terms and conditions of sale set out in the document and any special terms and conditions agreed in writing by the Seller;
1.3 Delivery date means the date specified by the Seller when the goods are to be delivered;
1.4 Goods means the articles which the Buyer agrees to buy from the Seller;
1.5 Price means the price for the Goods excluding carriage, packaging, insurance and VAT;
1.6 Seller means Arthur Brett and Sons Limited, 17 Concorde Road, Norwich, Norfolk, NR6 6BJ.
2. GOVERNING LAW AND JURISDICTION
2.1. All products and services supplied by Arthur Brett and Sons Limited, and these conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England and Wales.
2.2 Any question or difference which may arise concerning the construction, meaning or effect of these Terms and Conditions or concerning the rights and liabilities of the parties hereunder or any other matter arising out of or in connection with these Terms and Conditions shall be referred to a single arbitrator to be agreed between the parties or failing such agreement, to an arbitrator appointed by the managing director or appropriate appointed officer of the British Contract Furniture Association. The decision of such arbitrator shall be final and binding upon the parties. Any reference under this clause shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996 but so that the costs of arbitration shall in any event be discharged by the Buyer.
2.3. Subject always to the provisions of Clause 2.2, the parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these conditions.
3. CONDITIONS APPLICABLE
3.1 These conditions shall apply to all contracts for the Sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation 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 the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
3.4. These conditions apply to all the Seller'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 the managing director of the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in these conditions shall exclude or limit the Seller's liability for fraudulent misrepresentation.
3.5. Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
3.6. The Seller must receive payment of a deposit of 50% of the sale price of the Goods before the Buyer's order can be accepted.
3.7 The Buyer acknowledges that the deposit paid represents a fair assessment of inter alia the cost to the Seller of tendering for and processing the Buyer’s order and booking production time for the manufacture of the Goods and that without prejudice to any other remedy available to the Seller it shall be entitled to retain the whole of the deposit on any cancellation of the contract for the sale of the Goods to the Buyer.
3.8. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.9. Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
4. PRICE AND PAYMENT
4.1 The Price shall be the Seller's quoted price on the order acknowledgement form or invoice. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
4.2 Payment of the Price and VAT shall be in accordance with the terms set out on the order acknowledgement form or invoice. Time for payment shall be of the essence. The payment of the balance is due on completion of the order.
4.3 All goods are sold “Ex Works” and unpacked at the point of disembarkation from our factory.
4.4 Should the buyer not comply with the Ex woks terms The Seller reserves the right to charge Interest on overdue invoices which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Nat West Bank base rate from time to time in force and shall accrue at such rate after as well as before any judgement.
4.5 Goods remain the property of the seller until payment is received in full but even though title has not passed, the Seller shall be entitled to sue for their price once its payment has become due.
5. THE GOODS
5.1 The quantity and description of the Goods shall be as set out in the Seller's quotation or any Seller’s specification.
5.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.3 Any contractual description of the Goods by the Seller relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.
6 .WARRANTIES LIABILITY AND QUALITY
6.1. Where the Seller is not the manufacturer of any part or whole of the goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
6.2. The Seller warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
6.2.1 be of satisfactory quality within the meaning of the Consumer Rights Act 2015;
6.2.2 be fit for their purpose; and
6.2.3 be fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller.
6.3. The Seller shall not be liable for a breach of any of the warranties in condition unless the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Seller's cost for the examination to take place there.
6.4. The Seller shall not be liable for a breach of any of the warranties in condition if:
6.4.1 the Buyer makes any further use of such Goods after giving such notice; or
6.4.2 the defect arises because the Buyer failed to follow the Seller'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 use in the manner for which they were designed; or
6.4.3 the Buyer alters or repairs such Goods without the written consent of the Seller; or
6.4.4 use of the goods in excessive temperature conditions or in an atmosphere lacking hydration.
6.5. Subject to condition 6.3 and condition 6.4, if any of the Goods do not conform with any of the warranties in condition 6.2 the Seller 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 Seller so requests, the Buyer shall, at the Seller's expense, return the Goods or the part of such Goods which is defective to the Seller.
6.6. Any Goods replaced shall belong to the Seller and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
7.1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
7.2. Failure or delay by the Seller 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.
7.3. Any waiver by the Seller 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.
8. DELIVERY OF THE GOODS
8.1 The Seller at its discretion may offer to arrange shipping and storage to the customer’s premises. For the purposes of clarity this service does not form any part of any contract relating to the supply of goods and will be treated as a separate contract.
8.2 To the extent permitted by statute the Seller shall not be liable for any loss or damage whatever due to the failure by any shipping agent or haulier to deliver the Goods (or any of them) promptly or at all.
8.3 In the event that the Buyer is unable to take delivery of the Goods on the Delivery Date the Buyer is to bear the costs of Storage whether due and owing to the Seller or any third party.
8.4 The Delivery date is deemed to commence from the Seller’s confirmed receipt of the deposit, order, signed and approved specification.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
10. FORCE MAJEURE
The Seller shall be relieved of liabilities incurred under the Contract wherever and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded as a consequence of any of the following events:
10.1 War, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, insurrection, military or usurped powers or acts of God.
10.2 Statutes, rules, regulations, orders or requisitions issued by any Government Department, Council or other duly constituted body.
10.3 Strikes, lockouts, breakdowns of plant.
10.4 Other causes (whether or not of like nature) beyond the Seller's control.
11. ACCEPTANCE OF THE GOODS
11.1 The Buyer shall be deemed to have accepted the Goods upon Shipping.
11.2 After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the contract other than in accordance with Consumer Rights Act 2015.
11.3 The Buyer may at its own cost arrange for an inspection of the Goods prior to shipping.
12. TITLE AND RISK
12.1 Title and ownership of the Goods shall pass to the Buyer upon payment in full of the price of the Goods.
12.2 Risk shall pass on Payment
13. REMEDIES OF THE BUYER
13.1 Where the Buyer is entitled to reject the Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the Contract of Sale.
13.2 Where the Buyer accepts or has been deemed to have accepted the Goods then the Seller shall subject to Clause 7 have no liability whatever to the Buyer in respect of the Goods
13.3 The Delivery Date is given by the Seller in good faith but is an estimate only and shall not be liable to the Buyer for late delivery or short delivery of the Goods.
13.4 The Seller’s liability under these conditions shall be to the exclusion of all other liability to the Buyer whether contractual, tortuous or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods whether express or implied by statute, at common law or otherwise howsoever are hereby excluded.
14. THIRD PARTY RIGHTS
The parties to this Contract do not intend that any term of this 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. INTELLECTUAL PROPERTY
The specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller and where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to order of the Buyer, then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the goods shall not infringe the rights of any third party.
Arthur Brett and Sons Limited
Company Registration No. 06520665
A Member of the McLaren Group of Companies