PRICE LIST NOTES & CONDITIONS OF SALE
1 DEFINITIONS
The following words and phrases shall have the following meanings unless the context requires otherwise:
‘the Company’ means Protocol Office Ltd. whether trading under its own name or under its alternative trading styles – Protocol, Protocol Furniture or Protocol Leisure.
‘The Customer’ means any company, firm, individual or any agent thereof to whom this document is addressed.
‘The Goods’ means the products, goods, equipment, parts and other items or materials to be supplied by the Company to the Customer.
‘Contract’ means any contract concluded between the Company and the Customer for the sale of the Goods.
‘Order’ means any order accepted by the Company and giving rise to a Contract.
2 JURISDICTION
The Contract is deemed to have been made in England and Wales and the parties expressly agree that the laws of England and Wales will apply to the Contract and to any dispute arising therefrom.
3 ORDERS
The Company is not bound to accept any Order, and it is the responsibility of the Customer to check order confirmations for accuracy and notify the Company of any discrepancies within 24 hours in writing.
All orders are accepted on these conditions which supersede any other terms appearing elsewhere, and exclude and override any other terms or representations stipulated or incorporated or referred to by the Company, whether in the order or in any negotiations and any course of dealing established between the Company and the Customer.
These conditions shall apply to all contracts of the Company for the sale of Goods, unless expressly agreed in writing and signed by a Director of the Company, these conditions shall prevail over any inconsistent terms, communications or form of contract and in the event of a Customer’s order containing or being subject to terms and conditions at variance with these conditions, these conditions shall prevail.
No waiver of these conditions shall be valid unless agreed in writing by a Director of the Company. The failure of the Company to insist upon strict performance of any of the terms and conditions of the contract shall not be construed as a waiver of any such term or condition and shall in no way affect the Company’s right to enforce such provision later, If any of these conditions of sale is held by any competent authority to be Invalid or unenforceable in whole or in part, the validity of the other conditions and the remainder of the condition in question shall not be affected.
4 PRICE
Unless otherwise agreed, the price shall be that ruling at the date of dispatch as determined by the Company’s price list in force at that time. A small order handling charge of £100 plus VAT will be applied to orders having a value below £1,000 (excluding VAT). Prices quoted assume delivery made on normal working days (Monday – Friday), during normal working hours (0900-1700hrs). Deliveries outside of these parameters will incur additional charges. Any applicable duties and levies shall be payable by the Customer in addition to the price at the applicable rates. Currency fluctuations between quote and point of invoice may also affect pricing. All prices are subject to revision without notice. All prices quoted exclude VAT.
5 TERMS OF DELIVERY
Orders will be delivered to most UK mainland locations and are subject to a delivery charge and installation charge unless otherwise specifically arranged. Deliveries to other locations are subject to quotation. The Company may refuse to deliver the goods to any location where access is considered to be unsafe or unsuitable for the safe passage of its staff or vehicles. Where delivery is made to the Customer’s premises, the buyer will indemnify the company against any loss suffered during unloading or as a result of the access way being unsuitable.
Any statement issued by the Company as to the date of delivery shall be treated as an estimate only, and is subject to the Customer confirming all details of the order including purchase order and making a deposit payment (where applicable). Whilst the Company shall endeavor to ensure delivery by the stated date, the Company shall not be liable for any loss or damage arising out of delay or failure to deliver by the said date. The Company reserves the right to deliver the Goods in instalments and to invoice for each instalment separately.
Delivery dates, once confirmed, cannot be changed by the Customer without written agreement by the Company.
Should the Customer change a delivery date, the Company may, at its discretion make reasonable storage, insurance, transportation and handling charges to allow for off-site storage of the goods until the new agreed delivery date resulting from the Customer’s Failure to take delivery on the due date or collect the Goods on the specified date.
The Company shall be entitled to charge the Customer any increase in the price of the Goods between the due date for despatch or collection, and the date on which despatch or collection is actually affected.
Risk of loss or damage of any kind to the Goods (but not the title) shall pass to the Customer on delivery to The Customer’s nominated delivery address. In the event that the Customer, it’s carrier or agent fails to collect the Goods on the due date for collection, risk will pass on the due date for collection. Title will only pass when payment has been made in full.
6 EXPORT
This condition applies where Goods are supplied for export from the United Kingdom. Unless expressly stated in the Company’s acknowledgement of the Customer’s order, prices for Goods supplied and delivered to the Customer by the Company are supplied Incoterm DAP (Delivered at Place). Good collected from the Company by the Customer for export from the UK will be supplied Incoterm EXW (Ex-Works). Export documentation may be arranged by the Company at the Customer’s request, in which case extra charges for such services shall payable by the Customer.
Exported goods that meet the conditions for zero VAT rated supply will be subject to a deposit taken by the Company to protect against a potential VAT liability. The deposit is payable in advance and will be refunded in full if HMRC criteria have been met and upon proof of export within 3 months, according to HMRC rules. This does not constitute a variation to any other terms and conditions.
The Customer is responsible for complying with all Laws and Regulations governing the import of the Goods into any country and for ensuring that the Goods comply with all laws, regulations and licensing requirements of any country to which they are exported. The Customer shall indemnify the Company against the consequences of any breach of those laws, regulations and licensing requirements.
7 TERMS OF PAYMENT
(a) Credit account customers shall pay the price of the Goods in the manner specified in this clause unless otherwise agreed in writing. The Customer shall make payment of the full invoiced amount within 30 days of the date of the invoice.
Remittances by either BACS payment (preferred method) or by cheque to Protocol Office Ltd, 41 Tallon Road, Hutton, Brentwood. CM13 1TG
(b) Customers who do not have an approved credit account shall pay for the goods on a cash with order basis. Payments will be accepted by either BACs payment (preferred method) or cheque, with suitable clearing period applied (usually 7-10 days).
Any delivery date quoted is subject to cancellation or revision until payment is made and production commences.
The Company reserves the right to delay the commencement of production, with impact on delivery date until full payment is received.
(c) The Company may, without prejudice to its other rights charge interest on any overdue accounts at the rale of 4% over the base rate of HSBC Bank from time to lime to be compounded monthly from the due date until payment in full is made both before and after judgment.
(d) The Company reserves the right to review and revoke credit accounts and payment terms should there be an adverse change in the Customer’s trading status and/or credit rating.
8 PROPERTY
Title to the Goods shall remain with the Company until such time as the Company has received all payments owing to the Company under the contract for their sale by the Customer, and all payments owing to the Company by the Customer on any other account whatsoever have been paid in full.
If any amount owing by the Customer to the Company on any account is not paid, or the Customer ceases or threatens to cease trading or is unable to pay its debts as they fall due, or has any receiver or liquidator appointed over any of its business or assets, or passes a resolution for winding-up, or is the subject of any application, petition or order for administration, winding-up, dissolution or bankruptcy, or enters into any composition or voluntary arrangement with its creditors or is subject to any similar event of insolvency in any other jurisdiction or if the Company reasonably suspects that the Customer is likely to be subject to any of the same, the Company shall be entitled to the immediate return of the Goods which are the property of the Company and the Customer hereby irrevocably authorises the Company to recover the Goods and to enter any premises of the Customer for that purpose.
9 INTENDED USE
The Company’s goods are intended for use in a Contract environment and are designed to assist in meeting the requirements of current legislation for contract furniture. If the Company’s upholstered goods are intended to be used in a domestic environment the Customer, when placing an order, must notify the Company accordingly to enable compliance with the requirements of the Furniture and Furnishings (Fire) (Safety) Regulations 1988 and/or other appropriate legislation.
10 FABRIC SELECTION
The selection of fabrics is the responsibility of the Customer. The policy of the Company is to supply any fabric specified by the Customer and to use such fabric or any fabric supplied by the Customer in accordance with the Customer’s requirements. In selecting fabrics which the Company is to purchase and supply, or in supplying fabrics to the Company, the Customer is deemed to have ensured the suitability of such fabrics for their intended use. Claims for losses, howsoever sustained, resulting from a failure of the fabric or from any defect in the fabric or its performance cannot be accepted by the Company.
11 MATCHING
Goods are sold on the clear understanding that exact matching between batches or coordinated products cannot be guaranteed.
12 VARIATIONS
(i) All sizes quoted are nominal in metric
(ii) Upholstered prices are given for guidance only. Variations will arise on pattern wastage or hide size in the case of leather. Please ask for quotation before ordering.
(iii) Unless otherwise stated, all items are available with the Company’s standard wood stains shown on the Company’s website. Special colours will be quoted on request. Lacquers are of a satin finish unless otherwise requested.
(iv) Inevitably, operating largely in solid hardwoods and real wood veneers, significant variations will occur between individual component timbers and differing species of timber. The Company believes that this enhances the appearance of a natural product and no effort is made to eliminate the shade variation.
(v) The Company attempts at all times to provide continuity of design and manufacturing process. These elements are, of course, regularly reviewed and the Company reserves the right to change, amend or delete product specifications and design without prior notice.
13 LIABILITY
The Customer shall only be entitled to rely upon a representation concerning the performance or fitness for purpose of the Goods made in writing and signed by a duly authorised representative of the Company. In particular any reliance placed by the Customer on representations, statements or warranties contained in advertising or other promotional material shall not render the Company liable to the Customer for any loss or damage incurred or suffered by any such reliance. Whilst every care is taken to ensure that any information supplied is correct the Company cannot accept responsibility for any losses, howsoever occasioned, resulting from any inaccuracy therein.
The Customer will hold harmless and indemnify The Company for all losses, claims, costs etc arising out of the product, unless caused solely by the negligence of The Company. The Company will not accept liability for the Customer’s consequential loss. The Company excludes all liability other than is caused solely by the negligence of the Company, or where it cannot be excluded by law,
14 INTELLECTUAL PROPERTY
The sale of the Goods by the Company to the Customer does not infer any right or licence upon the Customer to use, exploit or otherwise, without the Company’s written consent.. Any unauthorised copying thereof may give rise to an action under the appropriate enactments.
15 ACCEPTANCE OF GOODS AND CLAIMS
Goods are deemed to have been accepted by the Customer when signed by the Customer’s representative at the specified delivery location. Claims for product discrepancies cannot be accepted unless notified to the Company within 3 working days from the date of delivery. Claims for non-delivery, or short delivery of goods must be notified to the Company within 7 days of delivery date, otherwise no claims can be considered. Claims of any nature should be referred to the Company Telephone (020) 8591 6770, and confirmed in writing.
16 WARRANTY
All standard product ranges supplied by Protocol Office Ltd are offered with a limited 2 year return to base European manufacturer’s warranty.
The warranty covers manufacturing faults only and does not cover failure of fabrics or leathers used in the upholstery of the product. The warranty is valid only for regular contract furniture usage and claims cannot be accepted for accidental damage or mis-use (including wanton damage or vandalism), damage caused by moving products, damage or product failure caused by incorrect storage of furniture, where the Goods have been subjected to further processing or to change, where the Protocol Care and Maintenance instructions (appendix 1) have not been followed, or if the product has not been used in accordance with the manufacturer’s instructions.
All claims must be made in writing to the Company and detail the defects in the Goods. The warranty is subject to the Goods being properly stored by the Customer and being available for inspection by the Company for a period of 21 working days from the date of the notice of such defects.
If a warranty claim is accepted by the Company due to a manufacturing fault and the Goods are returned to Protocol in suitable packaging within the 2 year period from purchase, along with a copy of the original purchase invoice the Company shall, at its option either repair or replace the faulty product and re-deliver free of charge within the UK (excluding Northern Ireland, Channel Isles and Isle of Man) or refund to the Customer the price of such Goods that are shown to the Company’s satisfaction to be defective in materials, design or workmanship.
Nothing in these conditions shall exclude or limit the liability of the Company for death or personal injury resulting from its negligence insofar as the same is prohibited by United Kingdom statute. Save as expressly provided in these conditions all terms, conditions, representations and warranties (whether expressed or implied) relating to the sale of goods are excluded to the fullest extents permitted by law.
Subject to any of the limitations or exclusions of liability in these conditions. the maximum aggregate liability of the Company, its employees and agents, for breach of any contract and otherwise in connection with that contract (including for any breach of any statutory duty and any tortious act or omission, including negligence) shall to far as permitted by law be limited to the amount payable for the Goods under the terms of the contract.
17 TERMINATION OF CONTRACT
If the Customer shall delay or default in payment for the Goods or shall become insolvent or bankrupt or enter into liquidation or the Company has reason to believe that the Customer is unable to pay its debts or the Customer commences a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequences of a debt, or ceases for any reason to carry on business, the Company shall be entitled to suspend delivery and/or to terminate the Contract (but without prejudice to the Company’s right to recovery of all monies due).
18 CANCELLATION
Following acceptance of a Customer’s order by purchase order and/or signed order confirmation, if the Customer cancels or downgrades the order, for whatever reason, the Company will charge in full for all 3rd party costs incurred including fabric or leather purchased, shipping costs and the Company’s administration costs. Should an order be cancelled once manufacturing has been completed and/or goods are in storage at the Company’s warehouse, the complete order value must be paid in full, plus any subsequential costs which may be incurred.
The Customer will indemnify the Company in respect of any third party claims arising out of the Customer’s repudiation or suspension or cancellation of any order or order.
19 FORCE MAJEURE
The Company shall not be in breach of the Contract, if there is any total or partial failure of performance by it of its duties and obligations under the Contract occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, pandemic, epidemic, embargo, prevention from or hindrance in obtaining any raw materials, energy or any other supplies, labour disputes of whatever nature and any other reason beyond the control of either party. If the Company is unable to perform its duties and obligations under the Contract as a direct result of the effect of one of such reasons it shall give notice to the Customer of such inability stating the reason in question. The operation of the Contract shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist the Company shall give advice to Customer of this fact. If the reason continues for a period of more than 60 days and substantially affects the commercial basis of the Contract the parties shall consult together for the purpose of agreeing what action should be taken in the circumstances and, if appropriate, shall negotiate in good faith to amend and modify the provisions and terms of the Contract as necessary to escape the reason in question for the inability to perform
20 NOTICES
Any notices to be served under these conditions must be in writing and delivered personally or sent by first class prepaid post to Managing Director, Protocol Office Ltd, 41 Tallon Road, Hutton, Brentwood, CM131TG or by email to [email protected]. Notices to the Customer will be made to the address shown in its order, or otherwise notified in writing to the Company. Notices will be treated as served when delivered a) 2 days after posting if post/in person b) 1 day after email sent.
No employee of the Company other than a Director, is authorised to make any statement, warranty or representation as to the Goods. The Customer therefore shall not be entitled to rely or seek to rely upon any statement made by an employee, or agent other than a written statement of a Director of the Company.
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