Standard Terms & Conditions of Sale
1. Interpretation
In these conditions of sale:-
“Business” means the promotion and sale of the Goods by you
“Carrier” means the person appointed by us to affect delivery of the Goods.
"Conditions" means these terms and conditions;
“Customer” means the party to whom the Goods are sold by the Retailer.
"Goods" means our product ranges.
"Intellectual Property" means any patent, copyright, registered design, trade mark or other industrial or intellectual property right in respect of the Goods and applications for any of the foregoing;
“Location” means any area in which the Goods are displayed to the general public for sale
"LPCD (Interest) Act 1998" means the Late Payment of Commercial Debts (Interest) Act 1998;
“Order Acknowledgement” means the form supplied by us to you accepting your Order Form and confirming your address details, the Goods ordered, the Delivery Address and where applicable the Customer’s details.
"Order Form" means the order form received by us from you detailing the Goods, your details, the Delivery Address and where applicable, the Customer’s details.
"Price" means the price payable for the Goods as set out in the price lists current at the date of the Order Form accepted by us.
"Retailer" means the party placing the order; and
"Delivery Address" means the site to which the Goods are delivered.
'we', 'us' or 'our' is a reference to Stuart Jones Limited (Company number 1321838) whose registered office is at Artex Avenue, Rustington Trading Estate, Rustington, West Sussex, BN16 3LN trading as Stuart Jones Furniture.
'you' or 'your' is a reference to the Retailer placing the order for the Goods.
2. Preliminaries
2.1 Unless expressly stated to the contrary by us in writing these Conditions shall be deemed to be incorporated into any contract between you and us and shall be deemed to override any terms or conditions which are inconsistent with them which you may attempt to introduce.
2.2 Unless otherwise agreed in writing by us these Conditions supersede any earlier sets of conditions of sale appearing on our price list, quotation forms, order forms, invoices or on any other document whatsoever.
2.3 We shall not be obliged to question the authority of any signature stated to be made by you or on your behalf that is affixed to any credit application, order, acceptance of delivery or other document whatsoever.
2.4 Neither you nor us shall be bound by any variation, waiver of or addition to these Conditions except as agreed by both parties in writing and these Conditions constitute the full understanding of the parties and are a complete and exclusive statement of the terms of their agreement.
2.5 If any of the provisions of these Conditions are held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions of these Conditions and the remainder of the affected provisions shall continue to be valid.
2.6 An Order Form shall not be deemed to have been accepted unless and until we have formally supplied to you the Order Acknowledgement in which event it shall constitute a contract between you and us for the supply of the Goods in accordance with these Conditions.
3. Your obligations
You agree with us:-
3.1 Diligence
At all times to work diligently to protect and promote our interests
3.2 Staff
To employ such number of experienced personnel in promoting sales of our Goods as we consider reasonably necessary or desirable having regard to the requirements of our Business from time to time.
3.3 Representations
Not to make any representation or to give any warranty or guarantee whatever, whether express or implied, in connection with the Goods other than as contained in any advertising matter from time to time provided by us or in accordance with any express guarantee given by us to you.
3.4 Records
To keep proper and up-to-date books of account and records showing all transactions relating to the Business and, in particular:
3.4.1 the number and kinds of Goods from time to time held in stock by you;
3.4.2 sales of Goods by you;
3.4.3 claims or potential claims under any guarantee;
3.5. Assistance to us
To inform us forthwith of any trading in Goods which comes to your attention and which is carried on by a person not appointed by us to be an authorised Retailer and to inform us of any matter or occurrence relating to the Goods which comes to your attention and which would or might reasonably be expected by you to be detrimental to our interests.
3.6 No pledge of our credit
Not to incur or purport to incur any liability on our behalf or in any way pledge or purport to pledge our credit or accept any order to make any contract binding upon us without us first approving in writing its terms.
3.7 Cross supplies
3.7.1 To resell the Goods only to end-user customers
3.7.2 To ensure, before reselling Goods to any trade customers, that the potential trade customers are indeed authorised by us and to consult with us where there is any doubt as to the status of the potential trade customer.
3.7.3 To keep copies of the invoices of such sales for twelve months.
3.7.4 Not to obtain the Goods from any party who is not an authorised Retailer or distributor of us
3.8 Access
You shall be responsible for ensuring that we, our employees and contractors have access to the Delivery Address to deliver the Goods.
4. Our obligations
4.1 Support and Information
We agree with you to support you in your efforts to promote the Business or sales of other dealings in the Goods:-
4.1.1 to supply fabric swatches
4.1.2 to supply our brochure and our price list
4.1.3 to provide and promptly update information about the Goods.
4.2 Delivery of Goods
Subject to availability, we agree to supply to you or to your Customers in accordance with orders received from you which:-
4.2.1 comply in all respects with relevant governmental or other regulations
4.2.2 are of satisfactory quality
4.2.3 are at prices notified to you by us
4.2.4 are delivered with all reasonable dispatch
4.2.5 are in accordance with our usual business terms from time to time in force
5. Guarantee
5.1 This product is guaranteed for 1 year from the date of delivery of the Goods to you or to the Customer against faulty materials or workmanship. During this period it will be repaired or have parts replaced free of charge, provided that:
5.1.1. the Goods are displayed to us at your Delivery Address with evidence of the delivery date and proof of purchase
5.1.2 the Goods have not been misused or handled carelessly; and
5.1.3 repairs have not been attempted other than by us.
5.2 The Guarantee does not apply:-
5.2.1 if the Goods have been used for any purpose other than domestic use; nor
5.2.2 to cosmetic deterioration resulting from fair wear and tear (including the natural ageing of constituent materials).
5.3 You shall: -
5.3.1 make known to each Customer, and to sell subject to our Guarantee
5.3.2 notify us forthwith on becoming aware of any claim or potential claim or grounds for such a claim arising under our Guarantee
5.4 This Guarantee is additional to the Customer’s and to your statutory rights and does not affect those rights in any way.
6. Terms of Payment
6.1 Without prejudice to Condition 15.2, we shall be entitled to invoice you on dispatch of the Goods.
6.2 Unless otherwise agreed by us in writing, you shall pay the Price of the Goods by the end of the month following the date of our invoice
6.3 Notwithstanding Condition 6.2, we may, in accepting an Order Form for any Goods, demand that the Price is payable in full in advance of or upon delivery or impose such other payment terms (including the payment of a cash deposit) as we see fit, and such payment terms shall be incorporated into the order.
7. Overdue Payments
7.1 Time for payment of all sums under these Conditions shall be of the essence. If payment is not made in full by the due date for payment whether the same be demanded or not we shall be entitled (without prejudice to any other rights we may have);
7.1.1 to charge interest in accordance with Condition 11; and
7.1.2 to require payment in advance of delivery of undelivered Goods; and
7.1.3 to refuse to make any delivery of any undelivered Goods and without incurring any liability whatever to you for non delivery or any delay in delivery; and
7.1.4 to terminate the relevant order.
7.2 For the avoidance of doubt you shall not be entitled to set off any claim for payment you may have against us, unless such claim has been upheld by a court.
8. Termination
8.1 The contract between you and us shall terminate forthwith:
8.1.1 If you go into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of your assets or if you make an assignment for the benefit of or composition with your creditors generally or threaten to do any of these things or any judgment is made against you or any similar occurrence under any jurisdiction that affects you.
8.1.2 If you engage in any conduct prejudicial to the Business or the marketing of the Goods generally.
8.1.3 In the event of a breach by you of any of the provisions of these Conditions we may serve notice requiring the breach to be remedied within 30 days (a 'default notice') but nothing in this clause shall require us to serve notice of any breach before taking action in respect of it.
9. Termination consequences
9.1 On the expiry or other termination of the contract between you and us you undertake:
9.1.1 To return to us all Goods in hand in accordance with our directions;
9.1.2 To return to us all samples, swatches and publicity material used in the Business
9.1.3 Forthwith to cease to use the Intellectual Property (your licence to use which is terminated) and to sign such confirmation of cessation of use of the Intellectual Property as is required by us;
9.1.4 To return to us all originals and copies of all documents and information in any form containing or covering in any way any part of the Intellectual Property;
10. VAT
All prices quoted are exclusive of Value Added Tax except unless otherwise stated. You shall pay VAT in addition to any sums due to us under these Conditions where the same is chargeable.
11. Interest
11.1 Where a payment is late as defined in the LPCD (Interest) Act 1998, the interest rates set out in the LPCD (Interest) Act 1998 as amended from time to time shall be applicable.
11.2 In the event that Condition 11.1 is not applicable we reserve the right to charge interest (both before and after any judgment) at the rate of 3% per annum above the current base rate of the Bank of England on all outstanding payments from the date due in accordance with Condition 7 and up to and including the date on which final settlement is made in full.
12. Delivery
12.1 Any dates stated by us for the delivery of the Goods are approximate only and do not form part of the order and you agree that the time of delivery shall not be of the essence of the order. The Goods may be delivered in advance of any quoted delivery date upon giving reasonable notice to you and the Customer (if the delivery is to be at the Customer’s premises).
12.2 Where delivery is to be made to your premises: -
12.2.1 Your signature on the delivery note shall constitute acceptance of the Goods within the meaning of section 35 of the Sale and Supply of Goods Act 1994 and the Goods shall be deemed to be in accordance with the order.
12.2.2 You shall provide our personnel with full and unrestricted access to your premises for the purpose of delivery of the Goods and shall ensure that such premises are clean, safe, cleared for delivery and comply with all relevant health and safety legislations applicable at the date of delivery.
12.3 Where delivery is to be made direct to a Customer’s premises: -
12.3.1 Subject to our agreement, we may be able to deliver certain Goods direct to the Customer’s home address in mainland England, Wales and the Scottish Lowlands. The Scottish Highlands and the Islands are possible, prices on request. Any additional delivery charge will be payable at our current rate on the Order Acknowledgment.
12.3.2 All Order Forms received by us from you for direct home delivery must be clearly marked DHD and include the Customer’s full name, address, postcode, and contact details. (Contact details will only be used for delivery purposes and will not be shared with any third party with the exception of our designated carrier.)
12.3.3 The Carrier is able to provide an SMS text message to the Customer one working day prior to delivery of the Goods. If this is required a mobile number of the Customer must also be provided by you on the Order Form.
12.3.4 Please ensure that all information is clear and precise.
12.3.5 Once the Order Form is processed we will provide an Order Acknowledgement, it is your responsibility to ensure that the Customer and product details are correct. Failed deliveries as a result of incorrect information provided by you will be charged at the full price together with any collection costs incurred by us.
12.3.6 Any date specified by us prior to that is an estimate only. Specific delivery dates and times cannot be agreed when placing your order.
12.3.7 Items will be delivered by us boxed to the Customer’s door. The Customer will need to unpack and position them. Some self assembly may be required.
12.3.8 A signature will be required upon receipt of the order. Any damage to packaging must be noted on the delivery note. Claims cannot be made against us or the Carrier where this does not occur. The Customer must not leave goods wrapped or unchecked as we cannot accept returns if not reported to us within 3 days of delivery.
12.4 We will raise an invoice to you together with a copy of the proof of delivery provided by our designated Carrier. Payment should be made in the usual way according to these Conditions.
12.5 We will accept a change or cancellation of an order that has not already gone into production. Please contact the sales office to check the current status before accepting an amendment or cancellation by the Customer as we reserve the right to make a reasonable charge for Goods that have already gone into production. Once dispatched a cancelled order will be charged in full and a restocking charge will be made.
12.6 All requests for returns will only be accepted if goods are faulty and these must be reported to us within 3 days of delivery. Transit damaged items must have been signed for as damaged at the time of receipt. Returns requested for any other reason will be your responsibility.
12.7 Should we be required to collect any Goods on your behalf a reasonable charge will be applied.
12.8 In the case of direct home delivery where Goods are faulty, we will collect the Goods direct from your Customer at our cost, and return the item to our factory for assessment. All Goods collected must be in the original packaging and credits will only be issued once the item has been inspected and the cause of the fault determined. Where a fault is found to exist a replacement like for like item will be offered.
12.9 We reserve the right to reduce the value of the credit where bad handling and/or misuse by the Customer is evident.
12.10 It is your responsibility to advise us at the time of ordering of any non standard delivery circumstances that may apply, as any additional delivery charges will be passed on. Vehicle access restrictions and tight spaces and stairways to properties above ground level would be examples but if in doubt advise us. Please ensure the Customer is aware of the size of any item ordered and that access is available. We will not accept returns in the event that the Customer cannot get them into their property.
12.11 Full payment must have been received from the Customer by you prior to placing your order with us.
12.12 We will not communicate with the Customer between Order Acknowledgement and proof of delivery unless the Customer has requested an SMS text message.
12.13 We will not be held responsible for any item delivered direct to a residential address that has not been paid for in full.
13. Risk
Notwithstanding any provision which may suggest the contrary in these Conditions, the Goods are at the risk of you from the moment they are delivered or due to be collected from our premises and from such date until the date of payment as defined in Condition 6 you shall be in a fiduciary relationship with and be the agent of us in relation to the Goods.
14. Title
Until the date of payment of all sums due to us in respect of an Order Acknowledgement:-
14.1 the title of the Goods shall be or remain with us;
14.2 we may retake possession of and permanently retain the Goods;
14.3 you will, if so required by us store the Goods in such a way that indicates the Goods are clearly our property;
15. Storage
15.1 If the Goods are ready for delivery but are held back in accordance with your instructions or if you shall fail to accept delivery or the Goods are not, in our opinion capable of being delivered due to the state and condition of your premises we may in addition to our rights contained in Condition
15.2 require you to pay our additional delivery charges and to pay a reasonable storage fee and administration fee to be determined by us which shall apply at the expiry of three days from the date you are told that the Goods are ready for dispatch or immediately if you fail to accept delivery.
15.3 Notwithstanding Condition 6.1, we may invoice you on or at any time after the date upon which the Goods were originally to have been delivered in which event the provisions of Condition 6.2 will apply.
16. Return of Goods
16.1 Goods may only be returned to us if you have obtained our prior written consent first.
16.2 Items to be returned to the factory for whatever reason will not be collected by our carrier without a valid collection note, issued by us. Our carrier will not accept goods unless the item is packed adequately for transportation, preferably in the original packaging.
17. Cancellation and amendments
17.1 We reserve the right to invoice for Goods ordered but not delivered due to your delays.
17.2 If the delivery of Goods are refused to a Delivery Address specified by you, we reserve the right to charge for the re-delivery.
18. Liability
We shall not be liable for any consequential loss, loss of profits or special loss arising out of any breach of condition, warranty or contract on our part in respect of the Goods or the delivery or non-delivery of the Goods. Our liability for such breach in respect of the Goods shall be limited to the net invoice value or at our absolute discretion to the replacement of the Goods.
19. Exclusions
19.1 No liability whatsoever shall be incurred by us in respect of any representation made by us or our agents to you or to your agents before the Order Acknowledgment was sent where such representation related or referred in any way to (i) the correspondence of the Goods to any description or (ii) the quality of the Goods or (iii) the fitness of the Goods and for any purpose whatsoever.
19.2 No liability whatsoever (other than as expressly set out in these Conditions) shall be incurred by us to you in respect of any express term of the Order whether a condition, warranty or intermediate stipulation (including any liability arising from the breach of such term) where the said term relates or refers in any way to (i) the correspondence of the Goods to any description or (ii) the quality of the Goods or (iii) the fitness of the Goods for any purpose whatsoever.
19.3 All implied terms conditions or warranties whether statutory or otherwise as to (i) the correspondence of the Goods to any description or (ii) the satisfactory quality of goods provided as part of the Goods or (iii) the fitness of the Goods and for any purpose whatsoever (whether made known to us or not) are hereby excluded from the Order Acknowledgment (other than as may be expressly set out in these Conditions) to the maximum extent permissible by law.
19.4 We do not seek to exclude liability for death or personal injury caused by our negligence, nor (where you deal as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977) to exclude liability for breach of the obligations arising from Sections 2 to 5 and 13 to 15 of the Supply of Goods and Services Act 1982.
19.5 All sizes shown in the price list are approximate only
19.6 We reserve the right to make a reasonable charge for providing swatches.
20. Intellectual Property Rights
Nothing in these Conditions shall give you any rights in respect of any Intellectual Property used by us in relation to the Goods or of the goodwill associated therewith, and you hereby acknowledge that, except as expressly provided in these Conditions you shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in us
21. Contingencies
In the event that war invasion acts of foreign enemy hostilities (whether war is declared or not) civil war, rebellion, revolution, insurrection, terrorism, military or usurped power we shall be released from all our liabilities incurred in respect of the order whatsoever and to the extent to which fulfilment of such obligation is prevented frustrated or impeded as a consequence of any such events or by any statute, rules, regulations, orders or requisitions issued by any government department, councils or duly
constituted authorities or for strikes, lock outs, break downs of plant or equipment or any cause (whether or not of a like nature) outside of our direct control.
22. Disclosure of Information
You acknowledge that we may wish to use the services of a credit reference agency before accepting an order for goods and expressly authorise us to furnish such agency with information concerning you as we have in our possession.
23. Statutory Rights
Nothing in these Conditions shall affect the Customer’s statutory rights.
24. Law and Jurisdiction
The contract formed by these Conditions and the Order Acknowledgement shall be governed by and construed in accordance with English Law. Any disputes arising out of these Conditions shall be submitted to the non exclusive jurisdiction of the English Courts.
25. Third Party Rights
The Parties do not intend that any of the Conditions will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.
