By visiting or shopping at www.offistock.co.uk, you accept the following terms and conditions. Please read them carefully:
1.1 These terms will apply to all Sale Contracts between the Company and the Buyer.
1.2 The Sale Contact shall be formed on the acceptance of the Buyer's order by the issue of a Confirm of Order by the Company.
1.3 No variation, waiver or addition to these terms shall be valid unless previously agreed in writing by the Company.
1.4 An Export Sale is a Sale where the goods are to be exported from England whether on a CIF, FOB or any other terms.
2.1 No quotation or tender by the Company nor the publication by the Company of any other document shall place the company under any duty or liability to the Buyer and whilst all care will be taken in the production of such tender, quotation and/or other document as aforesaid the accuracy thereof is not guaranteed and the same shall not form part of the Sale Contact between the Company and the Buyer, nor be deemed to be a representation inducing the Buyer to enter into or finalise the Sale Contract.
2.2 Our offers are made subject to confirmation. A contract is only formed when we give written order confirmation or when orders are filled by us. All tenders or quotations by the Company are valid on the day of quotation only and the Company reserves the right to withdraw the tender or quotation after this.
3.1 The contact price in the Sale Contact is based on information available to the Company at the date hereof. If between the date and the date on which the goods are delivered to the Buyer there shall be any increase in the cost of materials, labour or other costs related (directly or indirectly) to the cost of any goods, the Company shall have the right to increase the contact price in this Sale Contract to take account of the said increased costs.
3.2 The price of the Goods shall be the price set out in the confirmation of Order, If a Buyer believes that the price is incorrect the Seller must be notified within 24 hours after the confirmation of Order has been received. Failure to do so will be construed as acceptance of the price as being correct.
3.3 The contract price shall be paid to the Company within days established in the Terms of Delivery as agreed by the Buyer and the Company; in default of due payment the amount outstanding from time to time shall bear interest at the rate or 2% above the current Bank of England Base Rate.
3.4 The contract price and all taxes (including VAT) duties and charges (none of which are included in the contract price) shall be paid in full on the date without any deduction, set-off, or counter-claim whatsoever. Transportation shall be an additional cost payable by the Buyer.
3.5 All bank charges etc. are for the account of the Buyer.
3.6 If the Seller has granted the Buyer credit facilities payment of the price must be made within 30 days following month end from the date of the invoice. Otherwise payment must be in cash or cleared funds prior to delivery. Payment shall be made direct to the Seller in the currency invoiced to the address shown for payment. The Seller shall be entitled to withdraw the Buyers credit facility (if any) at any time at its sole discretion. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
If the Buyer fails to make payment for the Goods in accordance with the Sale Contract or commits any breach of these conditions of sale or if any distress or execution shall be levied upon any of the Buyer's Good or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a received administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have:
Suspend all future deliveries of Goods to the buyer and/or terminate the contract without liability upon its part, and/or exercise Company rights as outlined in the Terms & Conditions.
5.1 Unless the Buyer specified in writing in his order any particular tolerances concerning dimensions, lengths or weight and supplied all necessary and sufficient detail in such specification the goods will be supplies in accordance with a Quality Description or normally commercially acceptable standards and will be of ordinary commercial quality. The Company is to be sole judge of the adequacy or otherwise of the details supplied by the Buyer.
5.2 If there are no quality stipulations in the Buyer's order the order shall be deemed to relate to and require no more than ordinary commercial quality or the standard of quality which is customary for the type of goods ordered.
4.3 The Company shall not be obliged to produce test and performance certificates or safety-critical certificates unless requested by the Buyer and accepted by the Company in writing.
6.1 The delivery dates stated in the Quotation/Sale Contract are only approximate and not conditions of the Sale Contract.
6.2 In case of dispatch the Company has the absolute right to select the method and route of carriage of the goods.
6.3 If the Buyer fails to accept delivery of the goods (or in the case of an export Sale to accept the shipping documents) then the goods shall be stored by the Company at the cost and expense of the Buyer. After a period of fourteen days has elapsed after the failure by the Buyer to accept delivery of the goods (or accept the documents) the Company shall have the power (but no duty) to sell the goods for the account of the Buyer and apply the proceeds of the sale in diminution of any amount due to the Company from the Buyer hereunder, or any other amounts whatsoever due to the Company from the Buyer.
6.4 In the event of shortages or damage in transit claims must be sent in writing to the Company within 48 hours of delivery and to the carrier within 2 days of delivery or such longer period as the carrier's conditions permit, specifying the shortages or damages in transit. The carrier and the Company must be given an opportunity to inspect the goods before any resale or use in made thereof or any alteration or modification is made thereto by the Buyer.
6.5 No claims in respect to loss, damage, shortage, defect in the product or deviation from order can be entertained unless advised in writing within 48 hours of receipt of the goods. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, deviation or non-conformance, and the Customer shall be deemed to have accepted the products accordingly.
6.6 In the event of non-delivery, claims must be sent in writing to the carrier and to the Company within 2 days of the date of the Company's advice note or invoice or other notification of despatch, or such shorter time limit as may be specified in any conditions of the carrier.
7. WARRANTY AND EXEMPTIONS
7.1 The Seller warrants that the Goods, on delivery, and for a minimum of one year thereafter in the case of Goods (comprising seating) that are used for no more than eight hours per day and for one year if used for more than eight hours per day (the warranty period), shall:
7.1.1 Conform in all material respects with their description;
7.1.2 Be free from material defects in design, material and workmanship; and
7.1.3 Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
7.2 Subject to clause 11, if:
7.2.1 The Buyer gives notice in writing to the Seller during the warranty period and within seven business days of discovery that some or all of the Goods do not comply with the warranty set out in clause 11; and
7.2.2 The Seller is given a reasonable opportunity of examining and testing such Goods at the Buyer's premises if the Seller so requests; and
7.2.3 The Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer's cost, the Seller shall, at its option, repair or replace the defective Goods or part of the Goods in accordance with the provisions in clauses 6.3 to 6.5 below, or refund the price of the defective Goods in full.
7.3 In the case of an insubstantial repair, the Seller will send out replacement parts free of charge to the Buyer (or the Buyer's customer if so requested) and it will be the Buyer's responsibility to fit the parts. The Buyer may elect to return the goods to the Seller for repair, or agree with the Seller for the Seller to collect the Goods for repair from the Buyer or its customer. Upon completing the repair, the Seller will redeliver the Goods but will be entitled to charge the Buyer for this service a minimum sum of £25 per item repair/collection charge. Full price available on request.
7.4 If a replacement part if requested, the Seller may require the Buyer of the Buyer's customer to supply a photo of the alleged damage to assess the problem so it can be corrected in the most cost effective way.
7.5 If, upon subsequent inspection of any Goods collected by the Seller believing the same to be defective and in need of replacement (or that the Buyer is entitled to a refund), it transpires that the Goods were capable of repair, the Buyer will be charged a minimum sum £25 per item repair/collection charge, and the Goods will be repaired and returned. Full price available on request.
7.6 The Seller does not offer a free on-site maintenance service.
7.7 The Seller shall not be liable for Good's failure to comply with the warranty set out in clause 11 in any of the following events:
7.7.1 The Buyer makes any further use of such Goods after giving notice in accordance with clause 6.2
7.7.2 The defect aries because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.7.3 The defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
7.7.4 The Buyer alters or repairs such Goods without the written consent of the Seller;
7.7.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.7.6 The Goods differ from their description or any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.8 Except as provided in this clause 6, the Seller shall have liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
7.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
7.10 Nothing in these Conditions shall limit or exclude the Seller's liability for:
7.10.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
7.10.2 Fraud or fraudulent misrepresentation;
7.10.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
7.10.4 Defective products under the Consumer Protection Act 1987; or
7.10.5 Any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
7.11 Subject to clause 11:
7.11.1 The Seller 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 Contract; and
7.11.2 The Seller's total liability to the Buyer 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 100% of the price of the Goods.
7.12 Information about our products is based on a yearly experience and research. We provide this information, which is to the best of our knowledge accurate, orally and in writing but we assume no liability other than as agreed in the terms of the individual contracts and we reserved the right to make technical modifications.
7.13 The buyer hereby acknowledges:
7.13.1 That the Goods were purchased by it relying totally on its own assessment as to fitness for the purpose
7.13.2 That he verifies the suitability of our products and processes for the use or application he intends.
8.1 For seating operated on a normal eight-hour day basis (or less where stated), components are guaranteed for a minimum of one year unless otherwise stated. When seating is used in excess of eight hours per day (or nominated daily usage period), these guarantee periods are reduced to one year respectively.
8.2 All products are guaranteed for a minimum of one year unless otherwise stated.
9. SAMPLE CHAIRS
9.1 The Seller may, in its discretion, send out sample chairs on request from a Buyer whether to the Buyer itself or to a customer of the Buyer, in which case the provisions of this clause 8 shall apply.
9.2 The Buyer must return or procure the return of sample items such that they are in the Seller's possession within seven business days of delivery to the Buyer or its customer. If they are not so returned, the Buyer shall be presumed to have made an Offer to buy the sample items at their full list price (subject to the Conditions in this document) which Offer the Seller shall be presumed to have accepted that the end of the seventh business day and the Seller shall raise an invoice to the Buyer for the amount due including any delivery charges.
9.3 If the Buyer requests the Seller to collect the sample items and the request is received by the Seller within seven business days of their delivery, the Buyer will be required to pay the transport costs of a minimum of £25.00 + VAT per order collection charge. Full price will be on application. The Buyer (in consultation with its customer if appropriate) must cooperate with the Seller to agree a suitable collection date. Such date to be no longer than 14 business days from the date of delivery of the sample items unless the Seller so agrees. The sample items must be packaged in original packaging or packaging able to protect the product in transit otherwise the Seller or its appointed courier will refuse to take them away.
9.4 The Seller or its appointed courier will only attempt to collect once. If the Buyer's customer is not in, the parcels are inadequately packaged, or the driver is told there is nothing to collect then the Buyer will be charged a minimum of £10 per order failed collection charge. Full price on application. The provisions of clause 18.2 will apply immediately such that the Buyer shall be presumed to have made an Offer to purchase the sample chairs which the Buyer shall be presumed to have accepted, thereby giving rise to a binding contract for the Buyer to buy the sample chairs subject to the Conditions in this document.
9.5 If sample items supplied under this clause are made available for collection but in packaging other than that in which they were originally delivered, the Buyer will be charged £10 per box as a fixed contribution to the cost of re-packaging the sample items upon their return.
9.6 If, upon inspection following its return, a sample item is found to be damaged and the damage is such that is cannot be offered for sale either at all or without repair, then the Buyer shall be required to pay the Seller either the list price of the sample chair (if it is not economical to repair the same) or the cost of repair whichever is lower.
10. RISK AND PROPERTY
10.1 The risk in the goods shall pass to the Buyer on the date of the Sale Contract. Unless agreed to otherwise, the Goods shall be shipped at Purchaser's risk.
10.2 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Buyer shall have paid to the Company the price due under the Sale Contract together will the full price of any other goods the subject of any contract between the Company and the Buyer.
10.3 Until such time as the Buyer becomes the owner of the Goods he will store them on his premises separately from his own Goods of those of any other person and in a manner, which makes them readily identifiable as the Company's Goods.
10.4 The Customer acknowledges that until such time as the property in the Goods passes to the Company he is in possession of the Goods as a bailee for the Company.
10.5 The Company may for the purpose of recovery of its Goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
11.1 Any claim by the Buyer against the Company pursuant to clause 6 and 7 hereof shall be notified in writing to the Company within 2 days of delivery of the Goods.
11.2 If the Buyer presents a claim pursuant to clause 6 or 8 hereof then the Company - and for clause 6.4 the Carrier, too - shall if it accepts the claim have the absolute discretion to adopt one of the following courses:
i: Replacing the Goods.
ii: Repairing the Goods.
iii: Paying compensation which in the Company's view is reasonable.
If the company decides to replace the Goods then the Buyer shall be responsible for an shall pay the cost of returning the Goods to the company prior to such replacement being delivered. For this, we always are to be given the opportunity within reasonable time. The Company shall not be liable in any event for any loss arising out of the exercise or its discretion in accordance with the above.
11.3 Save as stated in clause 11.2 (and save in respect of death or personal injury resulting from the negligence of the Company its servants or agents) the Company shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Company whether in contract or in tort (including negligence on the part of the company its servant or agent) arising out of or in connection with any defect in the Goods or their fitness or otherwise for any particular purpose or any act omission neglect or default of the Company its servants or agents.
11.4 Without prejudice to the foregoing the Company's liability for any loss or damage shall not in any event exceed the contract price for the Goods.
11.5 All processing of or any work done on the Buyer's materials is entirely at the buyer's risk and the Company accepts no liability for damage to such material howsoever arising and the Buyer shall indemnify the company against all damages penalties costs and expenses to which the company may become liable as a result of the use of such material.
12. EXPORT SALES
12.1 In the cost of an Export Sale notwithstanding anything herein to the contrary, the Company shall perform and discharge its duties by presenting the shipping documents, i.e. the invoice and Bill of Lading or Delivery Order to the Buyers. Where the Contract of Sale is on CIF or C and F terms, the Bill of Lading shall be freight prepaid and in the case of a CIF contract the certificate of insurance shall be deemed to be a shipping document.
12.2 In the case of an Export Sale the Buyer hereby warrants that if an Import License or permit is required for the importation of the Goods into the country of destination then such Import License or permit has been obtained or will be obtained prior to shipment.
In the event of any strikes, lockouts, trade disputes, accidents, fire, inclement weather, flood, tempest, war or Act of God or delay in delivery of materials or any cause of contingency whatsoever beyond the reasonable control of the Company affecting the Company's supply of the Goods, this Sale Contract may be terminated or suspended by the Company at its sole discretion. Such cancellation or suspension shall not constitute a breach by the Company of its duties hereunder and the Company shall not be liable to the Buyer for any delay and/or damage caused by reason of such cancellation or suspension and in the event of suspension, dates for the delivery of the Goods shall be deferred to take account of such suspension. At any time after a suspension under this clause the Company can exercise its right under this clause to terminate the Sale Contract.
The Company shall have a lien on all the Goods of the Buyer from time to time in the possession of the Company whether pursuant to this Sale Contact or otherwise for al amounts due to the Company hereunder or otherwise. If the Buyer does not discharge the lien within twenty-eight days of it being imposed, by payment of all amounts dye, the Company shall have the right to sell the Goods, the subject of the lien and to deduct from the net proceeds of sale all amounts due to the Company.
All notices and other documents to be served by one part on the other shall be deemed duly delivered or served within two days of posting if posted by first class or airmail prepaid post or by facsimile transmission to the address of the other party stated in the Sale Contract.
16.1 The Sale Contract is governed by English Law.
16.2 In the event of any difference between the conditions contained herewith and the Buyer's conditions of purchase, the conditions herewith shall prevail.
16.3 In the event of any dispute or difference arising between the parties which cannot be resolved through negotiation, the parties thereto shall attempt to resolve the same in accordance with the Guidelines for Conciliation and Mediation of the Chartered Institute or Arbitrators. If such dispute or difference is not resolved by one of these procedures. Within 28 days of the parties entering into it or if either party refused to participate in it, the same shall be referred to a single arbitrator to be agreed upon by the parties, or in default of agreements, to be appointed by the President or a Vice-President for the time being of the Chartered Institute of Arbitrators.
If such dispute or different is not resolved by one of these procedures. Within 28 days of the parties entering into it or if either party refused to participate in it, the same shall be referred to a simple arbitrator to be agreed upon by the parties, or in default of agreements, to be appointed by the President or a Vice-President for the time being of the Chartered Institute of Arbitrators.
16.4 In this clause dispute or difference does not include a claim for the price of Goods sold by the Company to the Buyer.