Note to Clients – Products and/or Services will only be sold to “business” Client who are dealing in the course of business.
“the Agreement” shall have the meaning set out in Clause 2 of these Conditions.
“the Company” shall mean ABF Workspace Ltd Company Number SC394840 whose registered office address is at 2 Osborne Place Dundee DD2 1BD.
“Conditions” shall mean these terms and conditions.
“the Client” shall mean the company who buys or agrees to buy the Products and/or Services from the Company.
“Client Order” an order placed by the Client in terms of which the Client orders Products and/or Services from the Company and thereby agrees to be bound by these Conditions and the Agreement as and when an Agreement is concluded.
“Client Order Confirmation” shall mean the Company’s written confirmation of a Client Order.
“Delivery” means delivery and off-loading of the Products by the Company or its agents or sub-contractors to the Delivery Address.
“Delivery Address” shall mean the address specified in the Client Order to which the Products are to be delivered.
“Delivery Date” means in cases where the Company is to make or arrange Delivery, the date specified in writing by the Company on or after the Agreement is concluded (or otherwise agreed in writing) on which the Products are scheduled to be delivered to the Delivery Address.
“Installation” shall mean the supply and fitting of the Products by the Company and/or its authorized agents or sub-contractors at the Delivery Address.
“Payment” means payment of the Price as set out in these Conditions.
“Price” means the price for the Products and/or Services provided or to be provided by the Company to the Clients pursuant to the Agreement and unless otherwise stated in the Agreement the price excludes the costs of carriage, packing, packaging, and VAT or other applicable taxes or duties.
“Products” means those goods agreed to be purchased by the Client from the Company under the Agreement.
“Services” means Installation and any other services to be provided by the Company to the Client under the Agreement.
2. Application of Conditions and formation of Agreement
- 2.1 These Conditions shall apply to the sale and/or the Installation of the Products by the Company to the Client and/or to any Services. Unless otherwise agreed in writing by the Company, these Conditions shall together with the Client Order and Client Order Confirmation constitute the entire Agreement and shall override any other terms or conditions.
- 2.2 The Company shall sell and the Client shall purchase the Products and/or Services at the Price and otherwise in accordance with the Agreement.
- 2.3 Any typographical, clerical or other error or omission (whether in relation to price, specification of goods or otherwise) in any sales literature, internet pages, quotation, price list and other documents or information issued by the Company do not form part of the Agreement. Any such error is subject to correction or alteration without any prior notice or liability on the part of the Company.
No statement, description, warranty condition or recommendation contained in the Company’s website or in any catalogue, price list or advertisement, communication or made verbally by any of the agents or employees of the Company shall be construed as an offer, a representation, or term of the Agreement, warranty or term of the Agreement and will not enlarge, vary or override in any way thereof any of these Conditions.
- 2.4 A legally binding agreement (the Agreement) shall only come into existence upon issue (by the Company) of a Client Order Confirmation.
- 2.5 In the event that the Client wishes to collect the Products from the Company such arrangement must be agreed in writing between the parties (otherwise the Company will arrange Delivery) and, in such case, the relevant terms of these Conditions shall apply to any such agreement.
- 2.6 If any provision of these Conditions is adjudged invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of those provisions in question shall not be affected.
- 2.7 Each Client Order shall when confirmed and together with the Conditions, constitute a separate Agreement subject to these Conditions.
- 2.8 A copy of these Conditions and the relevant Client Order will be archived by the Company and will be accessible to the Client at its cost on reasonable written request for a period of three years from Delivery.
- 2.9 The Company may from time to time vary these Conditions by issuing an amended or new version but no variation will affect any concluded contract with a Client as at the date of issue.
- 3.1 Payment shall be made by one of the following methods:-
- 3.1.1 Payment of the full Price may be made by the Client at the time the Client Order is placed with the Company;
- 3.1.2 Payment may also be made by way of a deposit of an amount specified by the Company at the time of the Client Order. The deposit may be paid by cheque or BACS. The balance of the Price (Cheque, BACS or other approved means) must be paid in full by the Client on or before the 14th day of Delivery or as agreed;
- 3.1.3 Use of “finance arrangement”. The Client may only use a finance arrangement or finance provider on receipt of a completed and signed Client proposal form (that is approved by the Company) for such arrangement and the Company will then forward this proposal form to the finance company stated thereon. The Company will effect Delivery and Installation only on confirmation that finance is available and payment of the Price will become payable on completion of Delivery or Installation.
- 3.2 A Payment Acknowledgement Letter and VAT invoice will be sent by the Company to the Client upon receipt of a deposit or other payment.
- 3.3 The time of Payment shall be of the essence of the Agreement.
- 3.4 The Company shall be entitled to obtain any Client signature or other Client verification for payments or payment authorizations or for Client receipts or acknowledgements as may be reasonably required under the Agreement including, without limitation, against any instalment or other payments.
- 4.1 Any items featured of the Company’s catalogues or other material are indicative samples only and Products are sold subject to availability. In the event that any Products ordered are not available or are unlikely to be available the Company shall be entitled at any time to cancel the Agreement (if concluded) and/or to refund to the Client any payments received in respect of that order without any further liability.
- 4.2 The Client confirms that all Products will be used only for business (as opposed to domestic) purposes and in accordance with any Company or manufacturer guidelines or instructions.
- 5.2 The Price will be inclusive of delivery charges in cases where Products are to be delivered to a nominated main land address in Great Britain.
- 5.3 All additional charges for handling, shipping, transport, insurance, taxes, customs and duties shall be payable by the Client in addition to the Price.
- 5.4 The Company reserves the right, by giving written notice to the Client at any time prior to delivery, to increase the Price to reflect any increase in cost to the Company beyond its control.
- 5.5 Where the Company has provided written notification of a Price increase, the Client shall have the right to cancel the Agreement and receive (within 30 days of written notice of cancellation) a refund of the Price without interest; provided that:-
notice of cancellation must be received by the Company, in writing, within seven days of the Client receiving notice of the increase in Price.
- 5.6 The Client must where appropriate, when placing its order, provide the Company with a VAT (or equivalent) registration number.
- 6.1 Clients should note that the Delivery Date may vary depending on the Product ordered. Whilst the Company aims to deliver Products to the Client within 4 weeks of receiving a Client Order, any Delivery Date given by the Company will be an approximate date only. The actual Delivery Date will be confirmed by the Company approximately one week prior to Delivery.
- 6.2 The Company shall not be liable for any delay beyond its control, in respect of Delivery, howsoever caused.
- 6.3 Where the Client has failed to provide accurate or adequate delivery instructions or the Client is not present to receive the delivery in accordance with the Agreement, the Company reserves the right to make an additional charge for any delay or other resultant losses of the Company. The Company will have no liability for Delivery to an incorrect address given by the Client. The Company’s obligation is to deliver the Products to the Delivery Address to a person who appears to be over the age of 18 and who appears authorized to take delivery. Identification may be required from any person accepting Delivery. Products will be released against any signature and/or identification required by the Company or its agent. No Delivery on Saturday, Sunday or public holidays unless by prior agreement.
The Client may not, save as expressly stated otherwise herein or as provided by law, cancel or vary an Order after the order has been confirmed except with the written consent of the Company – any such consent shall be deemed to be given on terms that the Client shall indemnify the Company in full for the balance of the Price (if any) and against any resulting loss, costs, damages, charges, and expenses incurred by the Company as a result of such cancellation or variation.
8. Damaged or Defective Products
- 8.1 Subject to any Condition or statutory right of cancellation of the Client the Client shall be deemed to have accepted the Products on the day of Delivery and/or Installation (if later). Clients will be required to sign a Client worksheet acceptance form either accepting or rejecting the Products and/or Services on Delivery (in cases where the Client is present to take Delivery) or, in cases where there is Installation, after the Installation but before the installers leave the Delivery Address
- 8.2 The Client agrees to inspect the Products at the time of Delivery and, where the Company provides an Installation or other Service, immediately after such Service or Installation and agrees to notify the Company in writing within one working day after it becomes aware of any damage or default in the Products.
- 8.3 Where it is claimed by the Client that the Products are defective or damaged, the Company or manufacturers of the Product may wish to inspect the Products whether at the Delivery Address to ascertain how and when the damage/defect was likely to have been caused and the Client should therefore consult the Company before moving or interfering with the Products. Where practicable and if requested by the Company the Client will email digital photographs of the damage or defect to the Company.
- 8.4 The Company shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions of use, failure to follow the Company’s instructions (whether oral or written), misuse, mis-measuring or alteration of the Products without the Company’s approval, or any other act or omission on the part of the Client its employees or agents or any third party not being an agent or sub-contractor of the Company.
9. Clients Further Obligations
- 9.1 The Client undertakes to the Company:-
- 9.1.1 That the Delivery Address is (or shall be before the Installations are due to commence) suitable in all respects for the safe, legal and convenient carrying out of the Installation and without prejudice to the generality of that is readily accessible from the public highway, clear from obstructions, level, dry free from movement or any abnormal conditions and does not include and is not otherwise affected by any asbestos or other deleterious or hazardous substances or materials.
- 9.1.2 That it has ascertained that the Installation complies with all regulatory requirements, including, without limitation, requirements for planning permission, building regulation approval, Health and Safety, fire regulations and all other requirements of any Local and other competent authority and has procured (or shall before the works are due to commence procure) the grant of any such permission approval or consent as may be necessary for the carrying out of such works.
- 9.1.3 That the Client will ensure that the Company is fully informed of any affect which the carrying out of the Product Installation may have on the Clients activities and compliance with its own health and safety and other obligations and will further ensure that any Union or other appointed Health and Safety representative makes contact with the Company before the commencement of the Installation and, as and whenever appropriate, while they are in progress and that such information and contact occurs in good time for the Company to incorporate and make proper allowances in the planning and carrying out of such Installation of any requirement arising from it (the cost of any such requirement to be paid by the Client by addition to the Price).
- 9.1.4 That sufficient working space will be allowed to the Company’s representatives to ensure that unrestricted working conditions and adequate storage space for the Company’s plant and materials will be available at the Clients cost within 25 metres of the furniture build area and that it will generally be clear and ready to enable the Installation to be carried out by the Company in one continuous operation during normal working hours (unless the Client and the company have agreed in writing that they shall be carried out wholly or partly outside of normal working hours) and the Client shall ensure that all existing floors, walls, ceilings and other parts of the site and their finishes are adequately protected from disturbance or damage in the carrying out of Installation by the Company. For large orders the Company may require that its staff or agents conduct a site survey prior to Delivery.
- 9.1.5 Unless Installation Services have been agreed packaging materials may be left by the Company at the Delivery Address and shall be properly disposed of by the Client unless otherwise agreed in the Agreement.
- 9.2 The Client will afford the Company’s representatives at the Delivery Address every reasonable facility and assistance to enable the Installation to commence and continue to completion without any undue interpretation.
- 9.3 The Client shall keep the Products and materials whether fixed or unfixed fully insured in their full replacement value against all risks (including public liability) for the period from Delivery or, if the Client has arranged delivery or collection, from the time the Products leave the Company’s premises until title and risk in the Products has passed to the Client and during any return of the Products.
- 9.4 It is the Clients responsibility to check any measurements and/or specifications/fit of Products to ensure that the Products can be properly Installed – the Company will not accept return of any Products or any other responsibility or liability for any Client mis-measurement or mis-understanding of Company dimensions or specifications.
10. Provision of Services:
- 10.1 The Services will be carried out by the Company or its duly authorised agents or sub-contractors.
- 10.2 Unless otherwise agreed in writing the Installation will begin on the date of Delivery.
- 10.3 Installation will take a reasonable period depending on the nature and scope of work to be done. The period (or estimated period) of Installation will usually be notified by the Company to the Client when a Delivery Date is specified or agreed.
- 10.4 The Company reserves the right, in carrying out the Services, to make minor adjustments to any measurements and/or Products/specifications in order to achieve the best possible result.
- 10.5 In the carrying out of any clearance or removal Services the Client warrants that it owns all goods to be discarded and is obliged to:
(a) ensure compliance with any environmental laws and/or disposal regulations in terms of the arrangement made;
(b) indemnify the Company in respect of any breach of this Condition 10.5.
11. Default with Products or Installation/Services:
In the event that the Client identifies a fault in any Services and/or Products it shall notify the Company in writing as soon as possible and provide details thereof and shall otherwise take all action to mitigate its loss. The Company shall at its option:
(a) make good within approx 30 days any work as per the agreed Services;
(b) replace or repair approx 30 days any Products that are damaged or defective; or
(c) refund to the Client the amount paid in respect of the defective Products and/or Services.
Clients may only return Products that are materially defective. Clients returning Products to the Company must ensure that all Products and packaging remain in the same condition as when received by the Clients at Delivery. The Products will remain at the Clients risk until the Company has inspected the Products and provided a written inspection report.
12. Title and Risk in Products
- 12.1 Notwithstanding any other provision herein title in the Products shall not pass to the Clients until the Company has delivered the Products to the Delivery Address or, if later, when payment of the full Price and any additional Agreement charges have been received by the Company.
- 12.2 Risk of damage to or loss of the Products shall pass to the Client upon Delivery unless the Client has arranged shipment/transport or the Products are to be shipped out of the United Kingdom, in which case risk shall pass when the Products leave the Company’s premises.
- 12.3 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Company, but if the Client does so all moneys owing to the Company shall (without prejudice to any other right or remedy on the Company) immediately become due and payable.
13. Industrial and Intellectual Property Rights
All intellectual and industrial property rights of whatever nature comprised in the Products and/or Service, including, without limitation, in any designs, drawings and specifications prepared or delivered by the Company are and shall remain at all times vested in the Company.
- 14.1 All information of a technical nature disclosed by the Company its employees or agents in connection with the Products or Services is supplied in confidence and shall be treated by the Client as confidential and shall not without prior written consent of the Company be divulged to any person other than (on a confidential basis) those persons to whom it is necessary to supply such information. The Client shall accept liability for any such unauthorised disclosure to third parties.
- 14.2 All the Company’s technical information know-how expertise formulae specifications and other information howsoever disclosed by the Company to the Client shall (subject to the rights of any other owner) remain the property of the Company and shall be utilised by the Client only for the purposes for which they were provided.
15. Insolvency or default of the Client
The Company may without prejudice to any other right or remedy available to it, suspend delivery, repossess the Products, dispose of the Products and/or terminate any Agreement made on these Conditions forthwith by written notice to the Client if the Client is be in breach of the Agreement or if the Client shall make or offer to make any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or an encumbrance takes possession, or a receiver is appointed in respect of any of the property or assets of the Client or the Client ceases or threatens to cease to carry on business or the Company learns that any of the above events is about to occur.
Should the Client breach any terms of the Agreement, or if the Company’s or its agents or sub-contractors do not have proper and uninterrupted access to working space premises etc or if continuity of Services is disrupted through no fault of the Company the Client shall indemnify the Company in respect of any resultant losses.
16. Warranties and liability
- 16.1 The Company shall so far as it is able to do so provide the Client with such information as is required to claim under any manufacturer’s warranties. In the event of a claim, the Client shall in the first instance contact the Company which may , in its discretion, assist the Client to make a claim on the Clients behalf.
- 16.2 Insofar as is permitted by law, the Company’s only liability to the Client or others under these Conditions or otherwise in respect of providing goods and/or Services to the Client (whether in Contract, Tort or otherwise) will be, its sole discretion to make good any shortage or non-delivery, to replace or repair any Products which are received by the Client in a damaged or defective state or to refund, any sums actually paid.
- 16.3 Save as expressly provided in these Conditions, (within the meaning of the Unfair Contracts Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 16.4 Any claim against a manufacturer made by or on behalf of the Client shall be at the Clients cost.
- 17.1 The Client shall not assign or otherwise transfer or share any benefit or liability under any Agreement without the prior written consent of the Company.
- 17.2 The Company shall be entitled to assign and/or sub-contract any rights and/or obligations under this Agreement at any time and shall give notice in writing to the Client of any such assignment.
18. Force Majeure and Limitations of liability
- 18.1 Neither party to the Agreement shall be liable for any delay or failure to perform any obligations if the delay or failure results from events or circumstances outside that party’s reasonable control.
- 18.2 The Company will not be liable (in contract, tort or otherwise) in respect of any indirect or consequential loss, damage or expenses howsoever arising. Without limitation indirect loss shall include loss of profits, business or goodwill. The Company does not hereby exclude its liability for death or personal injury caused by its negligence.
- 19.1 Any notice required or permitted to be given by either party to the other under the Agreement shall be in writing.
- 19.2 All notices to the Company shall be addressed to the Company at its registered office or stated email address and all notices to the Client shall be addressed to the Clients Delivery Address or to the Clients stated email address.
- 19.3 Notices given electronically shall be deemed to be received the next working day following transmission. Notices given by post shall be deemed to be received three working days after posting.
20. Jurisdiction, Governing Law and Third Party Rights
- 20.1 These Conditions shall be governed by and construed in accordance with the Laws Scotland and the parties agree to submit to the non-exclusive jurisdiction of Scottish Courts.
- 20.2 No term of these Conditions or any Agreement is intended to benefit any third party, and, unless expressly stated otherwise in these Conditions the parties do not intend that any term of this Agreement should be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.