Terms & Conditions
CONDITIONS OF SALE
- DEFINITIONS
1.1 In these Conditions, the following expressions shall have the following meanings:-
1.2 “Global Upholstery Solutions Ltd”: Global Upholstery Solutions Limited and “Global Upholstery Solutions Ltd Premises”: Units 2 & 3 Crown Way, Walworth Business Park, Andover, Hampshire, SP10 5LU.
1.3 “Goods”: any goods agreed in the Contract to be supplied to the Buyer by Global Upholstery Solutions Ltd (including any installment of them);
1.4 “the Buyer”: the person, firm or company with whom any Contract to sell Goods is made by Global Upholstery Solutions Ltd, whether directly or indirectly, through an agent or factor who is acting for or instructed by any such person, firm or company or whose actions are subsequently to the Contract ratified by the actual buyer; and
1.5 “Contract”: any contract between Global Upholstery Solutions Ltd and the Buyer for the sale and purchase of the Goods, incorporating these Conditions. - GENERAL
2.1 These Conditions shall be deemed to be incorporated into all contracts of Global Upholstery Solutions Ltd to sell Goods and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing.
2.2 Each order for Goods by the Buyer from Global Upholstery Solutions Ltd shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract, the other conditions shall continue in full force and effect.
2.4 Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. - REPRESENTATIONS
3.1 Any statement, description, information, warranty, condition or recommendation contained in any catalogue, brochure, price list, advertisement or communication made verbally by any of the agents or employees of Global Upholstery Solutions Ltd is solely for the purpose of giving an approximate idea of the Goods described in or by them. They will not form part of the Contract. - PRICES
4.1 The price payable for Goods shall unless otherwise stated by Global Upholstery Solutions Ltd in writing and agreed on its behalf be the list price of Global Upholstery Solutions Ltd current at the date of acceptance of the Buyer’s order. All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate. - ADDITIONAL COSTS
5.1 The Buyer agrees to pay for any loss or extra cost incurred by Global Upholstery Solutions Ltd through the Buyer’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, agents or employees. - INTELLECTUAL PROPERTY
6.1 The Buyer shall indemnify Global Upholstery Solutions Ltd against all costs, claims and damages incurred or threatened arising out of alleged infringement of patents, trade marks, registered designs or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer. - TERMS OF PAYMENT
7.1 Invoices are payable as per the agreed payment terms in which the Goods were invoiced (“the due date”). Payments made after the due date are overdue.
7.2 The Buyer shall not be entitled to exercise any set off, lien or other similar right of claim or make any deduction from payments due under the contract.
7.3 The time of payment shall be of the essence of the Contract.
7.4 If the Goods are delivered in installments, Global Upholstery Solutions Ltd shall be entitled to invoice each installment as and when delivery thereof has been made notwithstanding non-delivery of other instalments or other default on the part of Global Upholstery Solutions Ltd. - QUANTITY
8.1 Global Upholstery Solutions Ltd warrants to supply the exact quantity ordered by the Buyer on standard products only.
8.2 Acceptance of delivery is confirmation that the delivery note is correct and no claim for incorrect quantities or incomplete contents will be accepted - DELIVERY
9.1 Unless otherwise agreed in writing by Global Upholstery Solutions Ltd, delivery of the Goods shall take place at Global Upholstery Solutions Ltd’s Premises.
9.2 All items or dates given for delivery of the Goods are intended to be estimates given in good faith but without any responsibility on the part of Global Upholstery Solutions Ltd. If no dates are specified, delivery will be within a reasonable time. Time of delivery shall not be of the essence of any contract
9.3 Subject to the other provisions of these Conditions, Global Upholstery Solutions Ltd will not be liable for any direct, indirect or consequential loss (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, damages, charges and expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract.
9.4 Where the Goods are handled to a carrier for carriage to the Buyer or to a United Kingdom port for export, any such carrier shall be deemed to be an agent of Global Upholstery Solutions Ltd and not of the Buyer for all purposes.
9.5 Global Upholstery Solutions Ltd shall not be liable for any non-delivery, partial loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract (even if caused by Global Upholstery Solutions Ltd’s negligence) unless claims to that effect are notified in writing by the Buyer to Global Upholstery Solutions Ltd:-
9.5.1 within 7 days of delivery for partial loss, damage or non-compliance with the Contract; or
9.5.2 within 14 days of the date of the invoice for non-delivery.
9.6 In the event of a valid claim for non-delivery, partial loss, damage or non-compliance with the Contract, Global Upholstery Solutions Ltd undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, partial loss, damage or non-compliance.
9.7 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, Global Upholstery Solutions Ltd may at its sole discretion without prejudice to its other rights, store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof.
9.8 The Buyer shall be obliged to accept delivery at any time before the Contract is determined or installments cancelled.
9.9 Global Upholstery Solutions Ltd shall have the right to make delivery by installments of such quantities and at such intervals as it may decide and any express provisions as to installments in the Contract shall be in addition to and not in derogation of this right. - RETURNS
10.1 Goods supplied in accordance with the Contract cannot be returned without the written permission of Global Upholstery Solutions Ltd.
10.2 Duly authorised returns shall be sent to Global Upholstery Solutions Ltd’s Premises. The Buyer shall bear all returns charges unless otherwise agreed in writing prior to return - CARRIAGE
11.1 Unless otherwise agreed in writing, the cost of delivery of the Goods shall be borne by the Buyer.
11.2 Export orders shall unless otherwise agreed in writing, be charged ex-works Global Upholstery Solutions Ltd’s Premises. - PASSING OF TITLE AND RISK
12.1 The ownership of and property in the Goods shall remain with Global Upholstery Solutions Ltd until Global Upholstery Solutions Ltd has received payment in full (in cash or cleared funds) in respect of
12.1.1 all the Goods; and
12.1.2 all other sums which are or which become due to Global Upholstery Solutions Ltd from the Buyer on any account.
12.2 If all or any part of such payment is overdue or if the Buyer is or becomes insolvent or a receiver is appointed, Global Upholstery Solutions Ltd may without prejudice to any other rights, recover and/or repossess the Goods or any of them so long as they are identifiable and for the purpose of such recovery or possession, Global Upholstery Solutions Ltd may enter upon any premises where the Goods are to effect recovery or possession.
12.3 Unless ownership of the Goods has passed to the Buyer, the Buyer must hold the Goods on a fiduciary basis as Global Upholstery Solutions Ltd’s bailee.
12.4 The Buyer may resell or use the Goods before ownership has passed to it solely on the condition that any sale shall be effected in the ordinary course of the Buyer’s business at full market value. The Buyer’s right to possession and sale of the Goods shall terminate immediately if any of the events set out in clause 16 shall occur.
12.5 Global Upholstery Solutions Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Global Upholstery Solutions Ltd.
12.6 The Buyer grants to Global Upholstery Solutions Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated to recover them.
12.7 The Goods are at the risk of the Buyer from the time of delivery
12.8 Upon any breach of contract or refusal to take delivery on the part of the Buyer, the full contract price shall become due and payable. - CONDITIONS AND WARRANTIES
13.1 Every description or specification of the Goods is given in good faith based on average results of standard tests and the use of any such description or specification shall not constitute a sale by description. Global Upholstery Solutions Ltd reserves the right to amend the specification of any Goods as necessary.
13.2 Global Upholstery Solutions Ltd warrants that (subject to the other provisions of these Conditions), the Goods will:-
13.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1994; and
13.2.2 be fit for the purpose and conditions of use for which Goods of that description are generally sold by Global Upholstery Solutions Ltd as long as they are used in accordance with instructions given by Global Upholstery Solutions Ltd.
13.3 Where specifications submitted by the Buyer differ from those of Global Upholstery Solutions Ltd, then unless otherwise agreed in writing and signed by Global Upholstery Solutions Ltd General Manager, Global Upholstery Solutions Ltd’s specification shall prevail.
13.4 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or results of standard tests upon a sample furnished to the Buyer, it is hereby declared that such sample was so exhibited and inspected or tested solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take Goods at its own risk as to their corresponding with the sample or as to their quality, condition or sufficiency for any purpose.
13.5 Except where any purpose or condition is guaranteed as above, the Company shall be under no obligation to test Goods prior to delivery.
13.6 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by s12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law excluded from the Contract. - DEFECTIVE GOODS
14.1 Subject to Conditions 13.3 and 13.4, if any of the Goods do not conform with the warranties given in Condition 12.2, then in substitution for all rights which the Buyer would or might have had but for these Conditions, Global Upholstery Solutions Ltd undertakes at its option to credit to the Buyer in full the price paid by the Buyer to Global Upholstery Solutions Ltd for the defective Goods or repair or supply free of charge at the place of delivery specified by the Buyer for the original Goods a replacement of the Goods if manufactured by Global Upholstery Solutions Ltd.
14.2 In the case of Goods not of Global Upholstery Solutions Ltd’s manufacture, Global Upholstery Solutions Ltd will pass on to the Buyer any benefits obtainable under any warranty given by Global Upholstery Solutions Ltd’s supplier provided that the Goods have been accepted and paid for by the Buyer.
14.3 In order to exercise its rights under this paragraph, the Buyer shall inform Global Upholstery Solutions Ltd within 7 days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage paid to Global Upholstery Solutions Ltd’s premises unless otherwise agreed.
14.4 Global Upholstery Solutions Ltd shall not be liable for a breach of any warranty in Condition 9.2 unless Global Upholstery Solutions Ltd is given a reasonable opportunity of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to Global Upholstery Solutions Ltd’s Premises for inspection before they are cut or further processed.
14.5 For any subsequent order, Global Upholstery Solutions Ltd cannot guarantee a delivery from the same batch and therefore exact colour matching.
14.6 Nothing herein shall impose any liability upon Global Upholstery Solutions Ltd in respect of any defect in the Goods arising out of the fair wear and tear or the acts, omissions, negligence or default of the Buyer, its servants or agents or any third party including in particular but without prejudice to the generality of the foregoing, any failure by the Buyer to comply with any recommendations of Global Upholstery Solutions Ltd as to storage and handling or use or care of the Goods.
14.7 Where the Goods are for delivery by installments, any defect in any installment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
14.8 No liability is accepted for any Goods which have been subjected to any further process or manufacture after they have left Global Upholstery Solutions Ltd’s Premises.
14.9 Global Upholstery Solutions Ltd shall not be bound in any way by any settlement between the Buyer and a subsequent owner of the Goods, nor by any survey or award as between the Buyer and a subsequent owner unless they have agreed in writing to be a party to such settlement, survey or award.
14.10 Nothing herein shall have the effect of excluding or restricting the liability of Global Upholstery Solutions Ltd for death or personal injury resulting from its negligence. - BUYER’S DRAWINGS
15.1 Global Upholstery Solutions Ltd shall not be liable for imperfect work caused by any inaccuracies in any design drawing, bills of quantities or specifications supplied or approved by the Buyer. - CONSEQUENTIAL LOSS
16.1 Global Upholstery Solutions Ltd shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profits, loss of business, depletion of goodwill or otherwise) for any costs, claims or damages or expenses arising out of any tortuous act or omission of any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis which arise out of or in connection with the Contract. - DEFAULT OR INSOLVENCY OF THE BUYER
17.1 If the Buyer shall fail to accept the Goods or any installments or part installment thereof or shall fail to pay any sum due to Global Upholstery Solutions Ltd at the proper time or make default in or commit any breach of any other obligation or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company or the granting of an administration order shall be passed or presented or if a Receiver of the whole or any part of such company’s undertaking, property or assets shall be appointed, Global Upholstery Solutions Ltd in its absolute discretion and without prejudice to any other right or claim may determine wholly or in part any and every contract between Global Upholstery Solutions Ltd and the Buyer or may (without prejudice to Global Upholstery Solutions Ltd’s right subsequently to determine the Contract for the same cause should it so decide) suspend further deliveries of Goods until any defaults by the Buyer be remedied.
17.2 Upon any event occurring as set out in clause 17.1, all credit arrangements negotiated with Global Upholstery Solutions Ltd shall terminate and all amounts owing to Global Upholstery Solutions Ltd shall become immediately due. - LIMITATION OF LIABILITY
18.1 The entire financial liability of Global Upholstery Solutions Ltd to the Buyer for any loss or damage of whatsoever nature and howsoever caused (including any liability for the acts or omissions of its employees, agents and subcontractors) shall be limited to and in no circumstances shall exceed the invoiced value of the Goods supplied (excluding VAT). - FORCE MAJEURE
19.1 Global Upholstery Solutions Ltd shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.
19.2 Global Upholstery Solutions Ltd accepts no responsibility for losses resulting directly or indirectly from force majeure. - SUBCONTRACTING
20.1 Global Upholstery Solutions Ltd may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or company. - PROPER LAW
21.1 The Contract shall in all respects be governed by English law and shall be deemed to have been made in England and the Buyer and Global Upholstery Solutions Ltd agree to submit to the exclusive jurisdiction of the English Courts.
Global Upholstery Solutions Ltd Terms of Sale 2019
Global Upholstery Solutions Ltd., Units 2 & 3 Crown Way, Walworth Business Park, Andover SP10 5LU
T: 01264 341349
E: creditservices@stannah.co.uk
W: www.globalupholstery.co.uk
A member of the Stannah Group of Companies.
Reg. Office: Watt Close, East Portway, Andover SP10 3SD
Reg No: 02452728