The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
Contract: the contract between the Supplier and the Customer for the supply of the Furniture and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Furniture and/or Services from the Supplier. Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 13.
Furniture: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the supply of the Furniture and/or Services, as set out [in the Customer's purchase order form OR overleaf OR the Customer's written acceptance of the Supplier's quotation OR in the Customer's purchase order form, or the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be].
Services: if set out in the Order, the Furniture installation services performed by the Supplier.
Supplier: B&B Italia London Limited registered in England and Wales with company number 03950688.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(d) A reference to writing or written includes fax and email
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Furniture and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier [issues written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Furniture or contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Furniture described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both the Furniture and Services except where application to one or the other is specified.
3. The Furniture
3.1 The Furniture is described in the Supplier's catalogue and website but to the extent applicable, the Customer’s specific preferences (such as colour choice) are detailed in the Order.
3.2 The Supplier reserves the right to amend the specification of the Furniture if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer if such amendments will materially change the nature or quality of the Furniture.
4. Delivery of the Furniture
4.1 The Supplier shall ensure that each delivery of the Furniture is accompanied by a delivery note which shows the date of the Order, any relevant reference numbers, and, if the Order is being delivered by instalments.
4.2 The Supplier shall deliver the Furniture to the location set out in the Order or such other location as the parties may agree (Delivery Location), or collect from the suppliers warehouse at any time after the Supplier notifies the Customer that the Furniture are ready.
4.3 Delivery of the Furniture shall be completed on the completion of unloading of the Furniture at the Delivery Location. The Supplier may invoice for additional delivery charges if delivery is required at floor above ground level and if the timeframe for delivering the Furniture at the Customer’s premises is greater due to unusual circumstances.
4.4 Any dates quoted for delivery of the Furniture are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Furniture that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Furniture.
4.5 If the Supplier fails to deliver the Furniture, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Furniture. The Supplier shall have no liability for any failure to deliver the Furniture to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Furniture or any relevant instruction related to the supply of the Furniture.
4.6 If the Customer fails to take delivery of the Furniture within 30 days of the Supplier notifying the Customer that the Furniture are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Furniture:
(a) delivery of the Furniture shall be deemed to have been completed at 9.00 am on the thirtieth day following the day on which the Supplier notified the Customer that the Furniture were ready; and
(b) the Supplier shall store the Furniture until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If forty days after the Supplier notified the Customer that the Furniture were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Furniture and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Furniture or charge the Customer for any shortfall below the price of the Furniture.
4.8 The Supplier may deliver the Furniture by instalments by agreement with the Customer. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of the Furniture
5.1 The Supplier warrants that on delivery, and for the warranty period detailed in the warranty document supplied with the Furniture at the time of delivery, that from the date of delivery (warranty period), the Furniture shall:
(a) conform with their description; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective the Furniture, or refund the price of the defective the Furniture in full if:
(a) the Customer gives notice in writing during the warranty period within 5 Business Days of discovery that some or all of the Furniture do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such the Furniture; and
(c) the Customer (if asked to do so by the Supplier) returns such the Furniture to the Supplier's place of business at the Customer's cost.
5.3 The Supplier shall not be liable for the Furniture' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such the Furniture after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, use or maintenance of the Furniture or (if there are none) good trade practice;
(c) the Customer alters or repairs such the Furniture without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(e) the Furniture differs from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Furniture' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement the Furniture supplied by the Supplier.
6. Title and risk
6.1 The risk in the Furniture shall pass to the Customer on completion of delivery.
6.2 Title to the Furniture shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Furniture.
7. Supply of Services
7.1 Time for performance of the Service shall not be of the essence. The Customer acknowledges that performance of the Services cannot take place until delivery of the Furniture and any dates quoted are estimates only.
7.2 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to any Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to perform its obligations;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Furniture and Services, and ensure that such information is complete and accurate in all material respects; and
(e) prepare the Customer's premises for the delivery of the Furniture and if relevant, the supply of the Services.
8.2 If the Furniture are made using fabric supplied by the Customer it is the Customer’s sole responsibility to:
(a) ensure that the fabric is satisfactory quality and complies with all relevant standards and regulations including but not limited to the BS Cigarette and Match Test BS5852 and British Fire Standards 1021 ;,
(b) ensure that the fabric can be cut, sewn and applied to the Furniture frame;
(c) supply the Supplier with a small sample of the relevant fabric, indicating the side of the fabric which should be exposed;
(d) inform the Supplier of the fabric supplier’s name and number, as well as the fabric code, composition and description of the fabric; and
(e) ensure that enough fabric is supplied to the Supplier to manufacture the Furniture, taking into account the fabric width and any repeat patterns; and
(f) send the fabric to the Supplier’s factory at the address notified by the Supplier, referencing the Customer’s order number and ensuring that the package is correctly labelled in accordance with the instructions issued by the Supplier.
8.3 Site visits are available to review access and structural suitability for wall mount storage at a cost of £50 per site visit but if the Supplier is not instructed to attend site, it is the Customer’s sole responsibility for ensuring structural suitability.
8.4 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend manufacture of the Furniture and/or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for the Furniture:
(a) shall be the price set out in the Order; and
(b) shall be inclusive of all costs and charges of packaging unless the Furniture is being exported outside of the UK, in which case, the price shall be exclusive of packaging costs; and
(c) shall be exclusive of all costs of insurance and transport of the Furniture, which shall be set out in the Order or invoiced separately to the Customer. The Customer is responsible for notifying the Supplier of any access issues at the time of placing the Order so that the cost of delivery can be charged appropriately at the time of the Order.
9.2 The charges for Services shall be the price set out in the Order. However, the Supplier shall be entitled to charge an overtime rate for Services carried out outside of normal working hours (9am to 4pm on Business Days) or where site access is limited or the area obstructed by other works.
9.3 The Supplier reserves the right to increase the price of the Furniture, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Furniture to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of the Furniture ordered; or
(c) any delay caused by the failure of or delay in the Customer giving the Supplier adequate or accurate information or comply with its obligations in respect of the Furniture.
9.4 In respect of the Furniture, a deposit shall be payable and the Supplier shall invoice the Customer at the time of the Customer submitting the Order for one third of the total price. The remaining two thirds, delivery charges and the price of the Services shall be payable before delivery of the Furniture and the Supplier shall invoice the Customer prior to any agreed delivery date.
9.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier and in any event prior to delivery of the Furniture and performance of the Services.
9.6 Time for payment shall be of the essence of the Contract.
9.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or the Furniture at the same time as payment is due for the supply of the Services or the Furniture.
9.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Data protection
11. Limitation of liability
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including [but not limited to] liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
11.2 Subject to clause 11.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, 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 Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Order.
11.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
12.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 3 Business Days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 8.1(a) to Clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
12.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13. Force majeure
13.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case), and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
14.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
14.6 Third parties rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
14.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
14.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.