Terms and Conditions
In these Terms and Conditions “B-F-D” means Business Furniture Direct Limited and the “Buyer” means the person of firm or company purchasing the Goods from B-F-D. “Goods” means the products which are subject of contract of sale to which these Terms and Conditions apply, and “Order” means an order placed by the Buyer for the supply of Goods.
1. Acceptance of Orders
1.1 All orders placed by the Buyer and accepted by B-F-D are subject to these Terms and Conditions of Sale which are complete and exhaustive and override any other terms, conditions and provisions referring or purporting to refer to the Goods. All other forms, conditions, warranties, guarantees and representations (express of implied, statutory or otherwise) are hereby expressly excluded. These terms and Conditions of Sale are not capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealings between the parties.
1.2 Every order received by B-F-D whether verbally, by post, by telephone, by facsimile or by e-mail, will not be deemed to constitute a contract of sale unless or until the Goods are despatched.
2. The Price
2.1 B-F-D reserves the right to revise prices without notice and Orders are accepted by B-F-D on the condition that the price payable shall be that ruling at the date of despatch of the Goods, unless otherwise agreed in writing.
2.2 Unless otherwise stated in the contract of sale, the price for the Goods includes
B-F-D’s costs of standard packing, normal insurance and delivery of the Goods to the address in the United Kingdom or Eire specified in writing by the Buyer to B-F-D on or with the Order. Unless otherwise indicated, prices are inclusive of U.K. Customs & Excise or other import duties or taxes but are exclusive of value added tax or other relevant sales tax, which shall be for the Buyer’s account. The costs of any special packing or transport arrangements shall be for the Buyer and the Buyer must make his own special insurance arrangements.
3.1 The Buyer must pay for the Goods within 30 days of the date of B-F-D’s invoice, unless agreed in writing.
3.2 If payment is not received in full when due, the Buyer shall pay interest on the unpaid amount at a rate which is 2% above the National Westminster Bank Base Lending Rate at the time payment is due compounded with tree monthly rests. This entitlement to interest will not preclude B-F-D from pursuing all available remedies for breach of contract.
3.3 The time for performance of the Buyer’s obligations (whether as payment or otherwise) shall be of the essence so that failure to perform shall entitle B-FD at its option to treat the contract as repudiated by the Buyer or to delay delivery until B-F-D is satisfied that the failure has been corrected.
3.4 The Buyer shall make all payments hereunder free and clear of and without deduction for any set-off or counterclaim except as required by law, any tax or other matter.
4. Property and Risk
4.1 The Goods shall be at the Buyer’s risk from the time of delivery or, if transport has been arranged by the Buyer, from the time they are delivered to the carrier for transport to the Buyer.
4.2 Without prejudice to 4.1 above and notwithstanding that the Buyer obtains possession of the Goods, the property in the Goods will remain in B-F-D until B-F-D as received payment of the full purchase price together with VAT thereon and any interest for delayed payment.
4.3 Until payment in full has been made the Buyer shall hold the goods as bailee in a fiduciary capacity for B-F-D and it shall be the responsibility of the Buyer to keep the Goods in good repair and condition at this own expense. The Goods shall be held separate from any other assets and clearly marked as B-F-D’s property. B-F-D shall be entitled to enter the Buyer’s premises without notice for the purpose of collecting and to collect Goods, or any of them, and the Buyer shall be responsible for all of B-F-D’s costs in so doing.
4.4 The Buyer must sell the Goods by way of bona fide sale in the ordinary course of business and by way of sale as principal (not agent), but may not otherwise dispose of, change the character of or convert the Goods until title therein has passed to the Buyer in accordance with paragraph 4.2.
4.5 Where any of the goods are sold to a third party before title in them has passed to the Buyer, that sale will constitute a sale by the Buyer to B-F-D’s property and accordingly the proceeds of the sale shall be the property of B-F-D. The Buyer will account to B-F-D for such proceeds and pending such accounting will hold the same trust for B-F-D.
4.6 The Buyer’s licence to deal with Goods under paragraph 4.4 shall continue until revoked by B-F-D, provided that is hall terminate automatically without notice in the event that the Buyer has a receiver appointed over all or any part of its assets or business or suffers the presentation of a winding-up petition or passes a resolution for its winding-up, or is in arrear with any sum due to B-F-D from it or being an individual or partnership, commits an act of bankruptcy or has a receiving order made against him or compounds with his creditors.
5.1 Time of delivery shall not be of the essence. Whilst every effort will be made to adhere to the agreed delivery dates, such dates are estimates only and B-F-D shall not be liable for any losses, costs, damages or expenses suffered by the Buyer or nay person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated delivery date.
6. Shortages and Damage
6.1 The Buyer shall inspect the Goods immediately upon delivery and shall within 3 calendar days of such delivery give notice in writing to B-F-D if it alleges that the Goods are not in accordance with the contract. Any claim outside 3 days will not be accepted.
6.2 Any Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer intact as delivered an at his risk for a period of 14 days from notification of the claim within which time B-F-D or its agent shall have the right to attend the Buyer’s premises to investigate the complaint and inspect the Goods.
All original packings should be retained until inspected by B-F-D or its agent.
6.3 Any request to return Goods must be made to B-F-D who will issue an authorisation notice. No Goods will be accepted for return without the correct authorisation document having been issued. All items to be returned must be securely packed together with all documentation and accessories.
6.4 Any breach of these conditions shall debar the Buyer from pursuing any claim.
B-F-D’s failure to insist upon strict performance of any provision of these Terms and Conditions of Sale shall not be deemed to be a waiver of its rights or remedies or a waiver by it of any subsequent default by the Buyer in the performance of or compliance with any of these Terms and Conditions of Sale.
Unless otherwise agreed in writing, the Buyer may not assign either the benefit or burden of any contract with B-F-D. B-F-D may delegate its performance under the contract and may assign any of its rights or benefits thereunder.
9. Relationship of the Parties
Both B-F-D and the Buyer are independent contractors under these Terms and Conditions of Sale and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. B-F-D shall not be held responsible to third parties for any claim arising out of the activities of the Buyer and the Buyer shall indemnify B-F-D for any amount which B-F-D may be required to pay as a result of any claim.
10. Force Majeure
10.1 B-F-D will not be under any liability whatsoever for non-performance in whole or part of its obligations under the contract of sale as a result (whether directly or indirectly) of any strike, lockout, fire, flood, inability to obtain materials, breakdown, delay of supplier or carrier, governmental act and regulation or any other cause beyond its control.
10.2 B-F-D reserves the right to supply alternative Goods if the Goods ordered cannot reasonably be obtained because of any restrictions voluntarily or compulsory established by or in connection with any Governmental Authority or programme but the Buyer within ten days of receipt of notice that alternative goods are being supplied may cancel the order by notice in writing to B-F-D if no such cancellation is received within ten days then the Buyer will accept the alternative Goods.
11. Governing Law
These Terms and Conditions of Sale shall, in all respects, be governed and construed in accordance with English Law.