TERMS AND CONDITIONS OF SALE

HF Contract Furniture Limited (“HFCF”) does business with its Buyers under the terms and conditions set forth herein. HFCF hereby rejects any terms and conditions contained in any Buyer purchase order or other business forms or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically included or varied in writing by a director or other authorised representative of HFCF which are different from or in addition to the terms stated herein.

“Buyer” means the person or company whose order for the goods is accepted by HFCF.

“Goods” means the goods (including any instalment of the goods or any parts of them) which HFCF is to supply in accordance with these conditions. Any reference in these terms and conditions to singular includes plural.

1. Acceptance of Orders

All orders are subject to the approval of HFCF.

2. General Terms of Payment and Financial Requirements

a) Terms are NETT 30 DAYS from date of invoice for Buyers to whom HFCF extends credit, except where  otherwise agreed in writing by HFCF. Credit amounts are subject to satisfactory credit checks and verification by our credit insurers, Atradius. Time of payment shall be of the essence for all contracts between HFCF and the Buyer to which these Terms and Conditions apply.

b) A LATE PAYMENT CHARGE OF 2.5% PER MONTH WILL BE IMPOSED ON ANY PORTION OF ACCOUNT NOT PAID WITHIN TERMS STATED ON INVOICE. However, if this rate exceeds the maximum rate permitted under applicable law or regulations, the charge shall be reduced to the maximum allowable rate.

c) If the Buyer shall commit any material breach of its obligations hereunder or shall commit an act of bankruptcy or (being a corporation) shall go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or make any deed or arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of HFCF, the Buyer’s credit becomes impaired, HFCF shall still have the following rights and remedies in addition to any other rights and remedies provided by applicable law.

(i) All sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.

(ii) HFCF may refuse any order placed by the Buyer.

(iii) HFCF may cancel any accepted orders or delay shipment of any order.

(iv) No order may be cancelled by the Buyer without HFCF’s consent in writing, and such cancellation will be subject to a charge of 25% of order value or 15% if the product can be reused.

(v) If credit previously has been extended by HFCF to the Buyer, and HFCF elects to make further sales to the Buyer, HFCF may require payments on a C.O.D. or cash-in-advance basis.

(vi) In the event collection of sums due from the Buyer to HFCF is referred to lawyers or debt recovery agents for which HFCF is insured or if proceedings are brought to collect such sums or to enforce the rights of HFCF, Buyer agrees to pay all costs and reasonable fees, including such costs and fees incurred in any proceedings or appeal and in executing on any judgement. The Buyer agrees that it has read the Disclaimer or implied Warranties and Limitations on Damages contained in the Terms and Conditions of Sale, that they have been explicitly negotiated and that they have become a part of the basis of its bargain with HFCF.

e) HFCF shall have the right to change its financial requirements at any time.

3. Warranty

HF Contract Furniture Limited undertakes that if: 1. Within 12 months of delivery of the Goods the structure of the Goods (excluding upholstery and moving mechanical parts) or 2. within 12 months of delivery of the goods the upholstery or moving mechanical parts is found upon inspection by or on behalf of the company to have proved defective in workmanship or materials under normal use and service it will (at its option) either repair or replace the defective Goods or parts thereof or credit the price paid by the Buyer to the Company for such defective Goods or parts PROVIDED THAT in any case the original Goods have been accepted and paid for and PROVIDED ALSO THAT the Goods have been properly maintained and have not been subject to any misuse, unauthorised repair, replacement, modification or alteration. HFCF’s liability is limited to such replacement or repair which shall be deemed a complete fulfilment.

We shall be under no liability whatsoever for any consequential damage, loss or other expenses whether arising out of contract, negligence or otherwise.

HFCF will replace any items that are defective through customer mis-use at the current price chargeable or will undertake to repair the same at a charge to the customer.

4. Returns and Replacements

Defective goods will be accepted only with prior authorisation from HFCF’s head office and receipt of HFCF’s RETURN/AUTHORISATION NUMBER. Goods returned are not to exceed quantity authorised. All returns must have freight prepaid and no C.O.D.s will be accepted. Credit will be issued only after goods are inspected and approved and will be based on Buyer’s cost for the goods in question, less any costs for transport and re-packaging.

a) Goods defective on delivery may be returned for exchange or full credit.

b) Goods incorrectly delivered by HFCF may be returned for full credit.

c) Goods incorrectly ordered may be returned subject to a handling charge of 25% of invoice.

d) Samples will be credited in full if returned in good condition within 60 days of delivery. Payment must be made in full for all samples not returned within this period.

5. Disclaimer of Implied Warranties and Limitations of Damages

a) HFCF’s aggregate liability, if any, to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective goods which gave rise to such liability in respect of any occurrence or series of occurrences.

b) Subject to this condition 5:

(i) All conditions and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded save for liability for death or personal injury caused by negligence.

(ii) HFCF shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and excluding without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

6. Price Changes

HFCF shall have the right to reduce or increase prices to Buyer at any time without prior notice, except with respect to orders which have been accepted prior to such price modification.

7. Changes in Products and Policies

a) HFCF may at any time add, change or cease making available any goods without notice to the Buyer, and the Buyer shall have no claim against HFCF for failure to furnish goods of the type previously sold.

b) HFCF may at any time change warranty without incurring any liability to the Buyer.

8. Taxes

Prices stated do not include VAT and any other tax or duties payable by HFCF, which will be added to invoice wherever applicable.

9. General Terms of Transport

a) Unless otherwise quoted all deliveries to our customer shall be chargeable. The driver making the delivery will be unaccompanied unless HFCF are advised in advance of the requirement of additional delivery personnel, which will incur extra costs.  We reserve the right to deliver by instalments.

b) Delivery shall be deemed complete on acceptance at premises entrance and risk shall pass on delivery to the Buyer.

c) Delay in transport or delivery of any particular instalment or delivery of faulty goods in any one instalment shall not entitle the Buyer to repudiate the whole contract nor relieve the Buyer of his obligation to accept and pay for the remaining instalments.

d) Risk of loss or damage in transit will be borne by the party paying freight charges.

e) HFCF shall endeavour to make deliveries within a reasonable time. HOWEVER, HFCF SHALL NOT BE LIABLE TO BUYER FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN THE FILLING OF ORDERS.

f) Time of delivery shall not be of the essence to any contract to which these Terms and Conditions apply and shall not be made so by the service of any notice.

g) Risk shall pass on delivery to the Buyer.

h) HFCF may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the contract. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the buyer to repudiate or cancel any other contract or instalment.

10. Claims and Adjustments

Notification of claims for adjustment on short delivery or otherwise unsatisfactory goods due to fault of HFCF must be made to HFCF within 5 days of invoice date. In such situations, HFCF shall have the right to examine the applicable goods and shipping records at the Buyer’s location. For deliveries made by other carriers notification must be made within 10 days of invoice date.

11. Title

a) Notwithstanding delivery and passing of risk, the goods shall remain the property of HFCF until such time as Buyer shall have paid to HFCF the agreed price in full (together with any accrued interest) and all other amounts owned by the Buyer to HFCF in respect of any other contract for the sale of goods and until such payment the Buyer shall hold the goods as Bailee on behalf of and in a fiduciary capacity for HFC and the Buyer shall insure the goods for their full market value.

b) In the event that the Buyer sells the goods the Buyer acknowledges that the entire proceeds of sale are held in trust for HFCF and shall not be mixed with other monies or paid into any overdrawn bank account and shall at all times be identifiable as HFCF’s monies.

12. Force Majeure

a) HFCF shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by HFCF prevented, hindered, delayed, cancelled or rendered uneconomic by reason of circumstances or events beyond HFCF’s reasonable control (“force majeure circumstances”) including but not limited to strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, material or transport or other circumstances affecting the supply of the goods or of raw materials by HFCF’s normal source of supply of the manufacture of the goods by HFCF’s normal means or the delivery of goods by HFCF’s normal route or means of delivery.

b) In force majeure circumstances HFCF may in its sole discretion terminate any contract for the supply of goods pursuant to the Terms and Conditions or cancel delivery of goods to Buyer or may, with the agreement of the Buyer, deliver goods at an agreed rate of delivery commencing after any suspension of deliveries.

c) If due to force majeure circumstances HFCF has insufficient stocks to meet all its commitments, HFCF may apportion available stocks between its customers at its sole discretion.

13. Lien

HFCF shall be entitled to a general lien on any goods and property owned by Buyer in HFCF’s possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to Buyer under any contract. HFCF shall be entitled to offset any sum or sums owing by it to Buyer against any sums owed by Buyer to HFCF.

14. Severability

If any of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, whether in whole or in part, such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of the Terms and Conditions or the remainder or any part of a Term or Condition affected.

15. Assignment

HFCF is entitled to assign, sub-contract or sub-let any contract.

16. Waiver

No waiver by HFCF of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17. Governing Law

Any contract to which these Terms and Conditions shall be governed by, and construed in accordance with, English Law and the Buyer submits to the jurisdiction of the English Courts.