The following conditions (“the Conditions”) apply to the sale of all goods supplied by Rosehill Furniture Group hereinafter called “the Company”. These Conditions supersede any earlier Conditions of Sale of the Company. In these Conditions the word “Goods” means the goods which the Company is to supply in accordance with these Conditions and shall include any article or service supplied by the Company, the word “Buyer” means the person whose order for the Goods is accepted by the Company and the word “Contract” means the contract for the sale and purchase of the Goods.
2. Buyer’s Order/Basis of Sale
(a) The Company shall sell and the Buyer shall purchase the Goods in accordance with the Buyer’s written order (if accepted by the Company) subject to these Conditions which shall govern the Contract to the exclusion of any other terms to which any such order is made or purported to be made by the Buyer.
(b) No order shall be binding on the Company until it is officially accepted in writing by way of an order acknowledgement (“The Acknowledgement”).
(c) The Company will not accept the cancellation of any order except at its discretion. Where cancellations are accepted the Buyer must pay the Seller for any materials already purchased to complete its order and for any work carried out for its benefit and for any supplementary work or materials necessary to convert any such materials or work into goods acceptable to an alternative customer.
(d) In addition, where the Company allows the Buyer to cancel an order the Buyer shall pay to the Company’s sum equivalent to 25% of the value of the order. Such sum to be paid pursuant to the provisions of clause 3 below.
(e) Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the Contract.
(f) In the event that the start date set out in the Acknowledgement is delayed for any reason outside the control of the Company, the Buyer shall give the Company at least 2 months written notice of such delay. In the event that such notice is not given and the Company is unable to deliver and install the Goods on the date detailed in the Acknowledgement, the Buyer shall indemnify and keep fully indemnified the Company against any additional costs (including without limitation staff costs) incurred by the Company as a direct or indirect result of such delay.
3. Prices and Terms of Payment
(a) Prices quoted shall not include packing or carriage for which additional charges may be made by the Company to the Buyer.
(b) In the event of any increase in the cost to the Company of raw materials, labour or overheads the Company may increase the price payable under this contract by giving notice in writing to the Buyer.
The Buyer will have the option within seven days from when the written notice of the price variation was posted to the Buyer to cancel its order. The Buyer may then request a refund in full of any monies that have been paid by him to the Company.
(c) The Company shall be entitled to invoice the Buyer for the Goods in accordance with the details set out in the Acknowledgement or in the event that the Acknowledgement is silent on this issue on or at any time after the Company tenders delivery of the Goods.
(d) Subject to any special terms detailed in Acknowledgement, payment for Goods supplied by the Company must be received by the Company in cleared funds from the Buyer no later than 14 days from the date of the invoice to the Buyer. If the Buyer has an account with the Company this period shall be extended to 35 days from the date of the invoice to the Buyer.
(e) If the Buyer fails to make any payment on the due date then, without limiting any other remedy of the Company, the Company may:
(i) cancel the Contract or suspend further deliveries or work due under the Contract or any other contract between the Company and the Buyer;
(ii) charge the Buyer interest on the amount unpaid in accordance with the terms of the Late Payment of Commercial Debts (Interest) Act 1998 until payment in full is made.
(f) If the Buyer fails to make any payment by the due date then all other invoices issued by the Company to the Buyer but not yet due for payment shall immediately become due for payment.
(g) The Buyer shall indemnify and keep fully indemnified the Company against all costs and fees incurred (including without limitation all legal costs and fees) by the Company as a direct or indirect result of the Buyer’s failure to pay any invoice on its due date.
(a) Claims for damage in transit or shortage of delivery must be notified in writing within 2 working days of receipt of the Goods, to both the carrier and the Company, followed by a complete claim in writing to the carrier and the Company within 5 working days of the receipt of Goods.
(b) In the event of the Company having to redeliver the Goods for any reason, the Buyer shall be responsible for any costs incurred thereby.
(a) In the event that the Acknowledgement allows the Buyer to make any retention from the price payable to the Company, such retention shall be paid in full to the Company 12 months after the date upon which the Company notifies the Buyer that it has delivered/installed the Goods, unless the Buyer notifies the Company in writing prior to such date of any valid reason caused by the Company that the Company is not entitled to the retained monies.
(b) The Buyer shall make available such people on such dates as the Company requests to inspect the Goods after they have been delivered/installed to accept handover of the Goods. In the event that the Buyer not does comply with its obligations in this clause risk of loss of or damage to the Goods shall pass to the Buyer upon the date that the Company notifies that Buyer that the Goods have been delivered/installed.
6. Retention of Title
(a) Subject to clause 5(b), risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods or if the Buyer wrongfully fails to accept delivery of the Goods at the time the Company has tendered delivery of the Goods.
(b) Until payment by the Buyer in full and in cleared funds of the price and any other monies payable to the Company in respect of the Goods:
(i) property in the Goods shall remain in the Company;
(ii) the Buyer shall hold the Goods as fiduciary agent and bailee for the Company and shall store them so that they shall at all times be identifiable as Goods of the Company;
(iii) the Buyer shall insure the Goods against all normal commercial risks to their full replacement value with an insurance company of repute; and
(iv) the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall not be entitled to pledge or in any way charge them by way of security but if the Buyer does so all moneys owing by the Buyer to the Company shall become immediately due and payable.
(c) The Buyer shall be deemed not to have paid the Company for Goods in possession of the Company at any time unless the Buyer can prove that payment has been received by the Company.
(d) At any time prior to the payment in full of the price and other monies payable to the Company in respect of Goods the Company may at any time require the Buyer to deliver up the Goods to the Company and if the Buyer fails to do so the Company or its agents may enter the premises of the Buyer or any third party where the Goods are stored and take possession of any Goods in which the property remains in the Company provided the Goods are still in existence and have not been re-sold and remove and dispose of them in such manner as the Company thinks fit. The Company shall apply the proceeds of disposal, after deduction of all expenses in discharge of the amount unpaid by the Buyer.
7. Specification of Goods, and Defects
(a) The Company reserves the right without notice and without affecting the validity of the Contract to make such changes in materials, dimensions and design as it thinks reasonable and desirable.
(b) Illustrations, descriptions and weights are to be taken as a general guide only and are not binding in details.
The Company reserves the right to appoint one or more sub-contractors at its discretion to carry out all or any of its obligations, without any requirement to notify the Buyer of this.
9. Non Solicitation
During the period that the Company and the Buyer remain in contractual relations, whether written or oral, and for a further period of 12 Months after such period, the Buyer shall not directly or indirectly solicit, or offer employment to, or engage any of the Company’s employees or sub-contractors without prior consent in writing from the Company.
(a) The Company shall be entitled to cancel the Contract or, at its discretion, suspend any further deliveries under the Contract (for such time not exceeding six months) without liability to the Buyer in the event that:
(i) the Buyer is in breach of any provision of this Contract; or
(ii) the Buyer makes any voluntary arrangement with its creditors; or
(iii) (being a company) becomes subject to an administration order; or
(iv) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Buyer; or
(v) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(vi) the Buyer ceases, or threatens to cease, to carry on business; or
(vii) the Company reasonably apprehends that any of the events set out above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
(b) In the event of a termination of the Contract any goods which have been delivered but not paid for, the price shall become immediately due and payable by the Buyer notwithstanding any previous agreement or arrangement to the contrary.
11. Advice, Information and Opinion
Advice, information and opinion given by any employee or personnel representing the Company are given without legal responsibility.
12. Intellectual Property
All intellectual property rights in the Goods or the design of the Goods remain the sole property of the Company and/or its suppliers, the Goods are supplied to the Buyer on condition that the Buyer will not copy or cause, permit or assist to be copied the Goods supplied, without the express permission in writing of a Director of the Company.
13. Warranties and Liability
(a) Subject to the conditions set out below the Company warrants that the Goods will correspond to their specification at the time of delivery and will be of satisfactory quality.
(b) The above warranty is given by the Company subject to the following conditions:
(i) the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(ii) the Company shall be under no liability in respect of any defecting arising from fair wear and tear, wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;
(iii) the Company 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.
(c) Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
(d) 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 be notified to the Company within 2 days 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 or failure. In the event of the Buyer notifying the Company within the said period of 2 days of any defect in the quality or condition of the Goods. The Company shall be entitled to remedy such defect in the Goods or replace the Goods within a period of 28 days after notification and in this event the Buyer shall not be entitled to reject the Goods.
(e) Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, of any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), cost, expenses, or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use and the entire liability of the Company under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
(f) The Company shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods. If the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
(i) Act of God, explosion, flood, tempest, fire or accident;
(ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the art of any governmental, parliamentary or local authority;
(iv) import or export regulations or embargoes;
(v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
(vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vii) power failure or breakdown in machinery;
(viii) quality control.
14. Taxes and Levies
All orders are subject to payment by the Buyer of any taxes or levies imposed by any Government or Authority applicable at the time and place of delivery. Such charges shall be paid in addition to the net amount of the Company’s invoice and the Company reserves the right to hold delivery until such charges are paid. The provision includes VAT applicable in the UK.
(a) If at any time one or more of the above Conditions becomes in whole or part invalid, illegal or unenforceable in any respect under English law the validity, legality and enforceability of the remaining provisions thereof and of the other Conditions herein shall not in any way be affected or impaired thereby.
(b) A reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
16. Governing Law
This Contract is subject to English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
17. Rosehill Furniture Group
The name Rosehill Furniture Group is a trading style of the following companies: Rosehill Furniture Ltd (Registered No. 2650411, VAT No. 593 7520 12), and Rosehill Project Management Ltd (Registered No. 04239533, VAT No. 776 2238 10).