POPPI CONTRACT FURNITURE LIMITED
CONDITIONS OF SALE – BUSINESS CUSTOMERS (“Conditions”)
The following definitions, unless the context requires otherwise, and rules of interpretation in Condition 1 shall apply to these Conditions:
Account: the credit account (if any) provided to the Customer by the Company;
Additional Terms: any terms varying or adding to the Conditions that are included within the order acknowledgement or otherwise agreed in writing by the Company;
Company: Poppi Contract Furniture Ltd, which is a company registered in England and Wales (CRN: 10464338, whose registered office is at 3 Park Square East, Leeds LS1 2NE ; Contract: any contract between the Company and the Customer for the purchase of Goods and/or Services in accordance with and subject to the Conditions and Additional Terms; Customer: the person, company or other type of organisation that enters into a Contract; Goods: goods the Company agrees in a Contract to supply to the Customer;
Price: is defined in Condition 7.1; and
Services: services the Company agrees in a Contract to supply to the Customer.
- References to the masculine include the feminine and the neuter, and the singular include the plural and, in each case, vice versa. Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under
- Headings do not affect the interpretation of the
2. APPLICATION OF TERMS
- Subject to Condition 2.2, the Conditions apply to all Contracts to the exclusion of all other terms and conditions. No terms or conditions of the Customer (whether endorsed on, delivered with, or contained in the Customer’s purchase order or other documents) shall form part of any Contract and any attempt by the Customer to exclude, vary or limit any Conditions shall be
- Any variation to the Conditions, and any representations about the Goods and/or Services, shall have no effect and shall not form part of the Contract unless expressly agreed in writing by the
- The Company may provide the Customer with an oral or written quotation. A quotation so provided is an invitation to treat by the Company to supply the Goods and/or Services, subject to the Conditions, to the Customer. A quotation is valid for 30 days from its date, provided that the Company has not previously withdrawn
- An acceptance of a quotation or the placing of an order by the Customer shall be deemed to be an offer, subject to the Conditions, to purchase the Goods and/or Services stated therein from the
- No quotation accepted or order placed by the Customer shall be deemed to be accepted by the Company until the Company confirms acceptance in writing or, if earlier, delivers the Goods and/or commences performance of the
- No binding Contract will come into existence until an order acknowledgement is given by the Company in accordance with Condition 2.5 or, if earlier, by the Company delivering the Goods or commencing performance of the Services (whichever is the earlier).
- The quantity and description of the Goods and/or Services is set out in the Company’s quotation and/or order acknowledgement and the
- All descriptions, drawings, specifications, technical data and illustrations and any advertising or other materials issued by the Company, or contained in the Company’s brochures or website, are approximations and for information purposes only, should not be relied on by the Customer as precise or construed literally and shall not form part of the
- The Company reserves the right to change any descriptions, drawings, specifications, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without
- The Customer acknowledges that, whilst every effort will be made by the Company to match all colours and finishes, Goods are supplied on the understanding that there may be slight dye and shade variations and that the finish of Goods containing natural products or materials (such as wood) or leather products may vary from sample to sample and product to product, may not be uniform in colour or texture, or in the case of wood may contain grain variations, and may include natural marks and scars. Any such natural variations shall not be a defect for the purposes of Condition 2.
- Unless otherwise agreed in writing, delivery of the Goods and/or Services shall take place at the Company’s premises (“Delivery Point”).
- The Company will endeavour to deliver the Goods and perform the Services by the date specified by the Company or, if none is specified, within a reasonable period of time. However, any such specified date is an estimate only and it is hereby expressly agreed that time for delivery shall not be, and shall not be made by notice, of the essence.
- The Company’s record of the delivery date and description of the Goods and/or Services delivered to the Customer shall be conclusive evidence of such, unless the Customer can provide conclusive contrary
- The Company may deliver the Goods by separate instalments, which shall be invoiced and paid for separately and in accordance with the provisions of the Contract. Each separate instalment shall be a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or
- If the quantity of Goods delivered to the Customer is up to 10% more or less than the quantity ordered the Customer must promptly notify the Company, is not entitled to reject all or any of the Goods for this reason and shall pay for any surplus or shall be issued with a credit note for any shortfall at the pro rata Contract
- If for any reason the Customer fails to collect the Goods from the Delivery Point within 24 hours of notification by the Company that the Goods are ready for delivery, or the Customer fails to take delivery of the Goods when the Goods are delivered by the Company or its nominated carrier directly to the Customer at the delivery address notified by the Customer to the Company, or the Customer wishes to delay delivery or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate access, instructions, documents, licences or authorisations:
- the Goods will be deemed to have been delivered; and
- the Company may store the Goods until actual delivery, whereupon the Customer shall be liable to pay the Company on demand all related reasonable costs and expenses (including, without limitation, storage and insurance costs).
- If the Customer has not taken or accepted delivery of the Goods within 7 days of the notification by the Company that the Goods are ready for delivery or of attempted delivery of the Goods by the Company or its nominated carrier, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, insurance and selling costs and any other related costs, account to the Customer for any excess over or charge the Customer for any shortfall in the
- Subject to the other Conditions and unless agreed otherwise by the Company, the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and any similar loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or performance of the Services (even if caused by the Company’s negligence) nor shall any such delay entitle the Customer to repudiate or terminate the Contract unless it exceeds 30 days and only in such a case where the delay is wholly and completely the fault of the
5. CUSTOMER’S OBLIGATIONS AND WARRANTIES
- The Customer shall pay the Price and any other amounts due under the Contract and these Conditions in accordance with Condition
- The Customer agrees and warrants to co-operate fully with the Company and provide any assistance required by the Company to supply the Goods and/or Services, in particular, but without limitation, the Customer agrees to do the following at its own expense:
- provide adequate and appropriate equipment and suitably trained and competent personnel at the Delivery Point to unload/load the Goods;
- inspect and check the Goods on delivery to ensure that they conform to the Contract and the Customer’s requirements;
- ensure an authorised representative of the Customer signs the delivery note (or the equivalent carrier’s documentation) on delivery to confirm that the Goods are as ordered and undamaged;
- ensure any material provided to the Company by the Customer for incorporation in to the Goods is fit for purpose;
- notify the Company of any particular purpose and/or specification required for the Goods and provide the Company with any and all other information, co-operation and support reasonably required to enable the Company to perform the Services and/or deliver the Goods in accordance with the Contract; and
- ensure that the Customer and all relevant users of the Goods (including, without limitation, employees, customers and/or agents of the Customer) are (to the extent reasonably required) fully familiar with the applicable instructions of installation, care, use and/or maintenance for the Goods, and that the Goods are used in accordance with such instructions and only for the particular purpose of the Goods or such other reasonable
- If Goods are supplied under a Contract for use in conjunction with the Customer’s existing equipment and/or structures the Customer shall be entirely responsible for ensuring that such equipment and/or structures are in all respects suitable and adequate for the purpose and properly
- The risk in the Goods shall pass to the Customer on delivery. Title in the Goods shall not pass to the Customer until the Company has received (in cash or cleared funds) from the Customer:
- the full Price for the Goods; and
- all other sums which are due to the Company from the
- Until title in the Goods passes (as set out in Condition 6.1) the Customer shall:
- hold the Goods on a fiduciary basis as the Company’s bailee;
- store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
- not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition, keep them insured on the Company’s behalf for their full Price against all risks from the date of delivery and provide the Company with a copy of the insurance policy on request;
- notify the Company immediately if any of the events listed in Condition 6.4 occur; and
- deliver up the Goods to the Company on
- The Customer may only resell the Goods before title has passed if such sale is a sale of the Company’s property on the Customer’s own behalf as principal, made in the Customer’s ordinary course of business and at the full market
- The Customer’s right to possess the Goods shall end immediately if it:
- has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager or administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer, or the Customer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
- the Customer suspends, ceases or threatens to cease to carry on all or substantially the whole of its business or the Customer suffers or allows any execution, sequestration or such other process to be levied on its property or obtained against it or encumbers or in any way charges any of the Goods; or
- any event occurs or proceeding is taken, with respect to the Customer, in any jurisdiction to which it is subject that has a similar or equivalent effect to any of the events listed in Condition 6.4 (a) and (b).
- The Company shall be entitled to recover payment for the Goods notwithstanding the fact that title in any of the Goods has not passed from the Company to the
- The Customer grants the Company, its agents and employees an irrevocable licence to enter any premises where the Goods are or may be stored at any time to inspect or (where the Customer’s right to possession has ended) recover
- If before title to the Goods passes to the Customer any of the events listed in Condition 6.4 occur or the Company reasonably believes any such event is about to occur and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy of the Company, the Company.