Seller Means Upholstery Express Limited of Mandora House Louise Margaret Road, Aldershot. GU11 2PW hereafter referred to as UEL.
Buyer The person who buys or agrees to buy the Goods/and or Services from UEL.
Conditions The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by UEL.
Goods/Service The goods/service which the Buyer agrees to buy from UEL
Force Majeure Event Has the meaning set out in clause 13.
Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order The Buyer’s order for the supply of Goods and/or Services, as set out the Buyer’s purchase order form OR the Buyer’s written acceptance of the UEL’’s quotation OR in the Buyer’s purchase order form, or the Buyer’s written acceptance of UEL’s quotation,
Services The services supplied by the UEL to the Buyer as set out in the Order.
Seller Materials Has the meaning set out in clause 11.1.6.
2.1 These Conditions shall form the basis of the contract between UEL and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.3 These Conditions represent the whole of the agreement between UEL and the Buyer. They supersede any other conditions previously issued.
3.1 The Price shall be the price quoted on the agreed UEL quotation.
3.2 Carriage will be chargeable on all sales if stated on the quotation. Carriage will be based on the postcode given to UEL by the Buyer. UEL reserve the right to adjust carriage charge if this information is changed or is incorrect.
4. Payment and Interest
4.1 Payment Terms: A 50% deposit is required for us UEL to accept an order, 50% of the deposit in non-returnable if the order is cancelled.
4.1 Payment of the Price and VAT shall be due on delivery unless other terms are stated on the quotation document.
4.2 Interest on overdue accounts will be charged at 11/2% per month or part thereof. Prices quoted stand for three months.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by UEL.
5. The Goods
5.1 UEL reserves the right to amend or change the specification of the Goods or service if required by any applicable statutory or regulatory requirements.
5.2 All new fillings applied to furniture manufactured after 1950 will be in compliance with the Furniture and Furnishing (Fire)(Safety) Regulations 1988. All new covering fabric supplied by us will comply with the regulations with the exceptions of covers with contain 80% natural fibres, when it is acceptable to use an interliner which complies with the regulations. Furniture manufactured prior to 1950 does not come within the scope of the 1988 Regulations with regard to filling or cover.
5.3 When the Buyer supplies their own materials, it is their responsibility to ensure that the fabric is suitable for the purpose for which they intend to use it and that it complies with the relevant regulations in force with regard to Fire Safety (as described in clause 5.2) It is also the Buyers responsibility to check the address details before arranging dispatch of fabrics to UEL, as more than one address could apply.
5.4 UEL must be given clear written instructions regarding Fabrics being sent direct to UEL and the Buyers name must be clearly marked on the delivery note so we can check on your behalf that the correct fabric has been received.
5.5 Please request fabric companies to roll all fabrics on tubes, with no more than one fabric per tube. One continuous length of fabric should be used unless an extra amount is taken into account for pattern matching. We will do our best to remove creases but this cannot be guaranteed.
5.6 UEL cannot be held responsible for fabric flaws. If we cannot cut around them you will be notified.
5.7 UEL cannot be held responsible for the present or future behaviour of the treatment/fabric/trims, such as wear and deterioration, stretching, shrinking, staining, cleanability, fading or damage to person or property where the Buyer has acted against the manufacturer’s/retailers instructions. i.e. Washing/cleaning instructions, steaming etc.
6. Delivery of Items
6.1 UEL endeavours to deliver items by the specified time and date, providing that the materials to complete the work are available at the time the work is to be undertaken. UEL will endeavour to keep the Buyer informed at all times of supply problems or other factors, which can affect delivery times.
6.2 All old covers will be removed prior to upholstery; these covers will be discarded unless the Buyer advises in advance that they are to be returned.
6.3 Delivery of the items shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the items on the day notified by UEL for delivery.
6.4 UEL undertakes to use its reasonable endeavours to dispatch the items on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
6.5 If the Buyer fails to take delivery of the items on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, UEL shall be entitled to store and insure the items and to charge the Buyer the reasonable costs of so doing and charge for any additional deliveries.
6.6 UEL reserves the right to dispose of all Items of furniture held at our workshops for 6 months or longer without deposit, clear instructions or fabric being supplied by the Buyer.
7. Acceptance of the Goods
7.1 Any problems with an order, whether the fault of the buyer or UEL, must be brought to the attention of UEL within 2 days of delivery/completion. Thereafter charges will be made for any corrections. UEL will not be held responsible for charges if the Buyer uses a third party to make any corrections or changes. The Buyer will still be responsible for the original bill. Charges will be made for corrections that are not the fault of UEL or for additional works/changes not forming part of the original quotation.
7.2 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. Title and risk
8.0 Risk shall pass on delivery of the Goods to the Buyer’s address.
9. Supply of Service
9.1 UEL shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and UEL shall notify the Buyer in any such event.
10. On-site service
101 UEL endeavours to commence and complete work by the specified time and date, providing that the materials to complete the work are available at the time the work is to be undertaken. However, situations may arise which means the work takes longer or requires additional materials not foreseen. UEL will endeavour to keep the Buyer informed at all times of supply problems or other factors, which can affect completion time. Refer also to clause 11 Buyers obligations.
11. Buyer’s obligations
11.1 The Buyer shall:
11.1.1 Ensure that the terms of the Order are complete and accurate;
11.1.2 Co-operate with UEL in all matters relating to the Services;
11.1.3 Provide UEL, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by UEL to provide the Services;
11.1.4 Provide UEL with such information and materials as UEL may reasonably require to supply the Services and ensure that such information is accurate in all material respects;
11.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
11.1.6 Keep and maintain all materials, equipment, documents and other property of UEL (UEL equipment & Materials) at the Buyer’s premises in safe custody at its own risk, maintain UEL Materials in good condition until returned to UEL, and not dispose of or use UEL Materials other than in accordance with UEL’s written instructions or authorisation.
11.1.7 The Buyer shall reimburse UEL on written demand for any costs or losses sustained or incurred by UEL arising directly or indirectly from the Buyer Default.
11.2 If UEL’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
11.3 UEL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays UEL’s performance of any of its obligations;
11.4 UEL shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from UEL’s failure or delay to perform any of its obligations as set out in this clause 11.2 and 11.1.7
12. Limitation of Liability:
12.1 Nothing in these Conditions shall limit or exclude the UEL’s liability for:
12.1.1 Death or personal injury caused by its negligence, or the negligence of its employees,
12.1.2 Defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 14.1:
12.2.1 UEL shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the service provided.
13. Force Majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of UEL including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of UEL or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
13.2 UEL shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents UEL from providing any of the Services and/or Goods for more than 4 weeks, UEL shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14.1 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).