Standard Terms and Conditions for the Sale of Goods B2B
TERMS AND CONDITIONS OF SALE
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit you order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Cube Upholstery Limited, a company registered in England and Wales. Our company registration number is 8340235 and our registered office is at 39 Oakdale Road, Nottingham NG3 7EL. Our registered VAT number Is 142841522.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01159 346 517 or by writing to us at email@example.com, or at Unit 3 Parkway Court, Glaisdale Parkway, Bilborough, Nottingham NG8 4GN.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email
address or postal address you provided to us in your order.
2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we tell you that we are able to
provide you with the product, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order reference. We will assign an order reference to your order and tell you what it is when we accept your
order. It will help us if you can tell us the order reference whenever you contact us about your order.
3.4 We only sell to the UK. Our website and social media accounts are solely for the promotion of our products in the UK.
Unfortunately, we do not accept orders from or deliver to addresses outside the UK.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website or our social media accounts are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot
guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary
slightly from those images. Although we have made every effort to be as accurate as possible, because our products are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our website or our social media accounts have a 5% tolerance.
4.2 Product packaging may vary. Any packaging of the product may vary from that shown on images on our website or on our social media accounts.
4.3 Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements. These changes will not affect your use of the product.
7. PROVIDING THE PRODUCTS
7.1 When we will provide the products. During the order process we will let you know when we will provide the products
(a) If the products are one-off services. We will begin the services on the date set out in the order or on the date agreed
with you during the order process. The estimated completion date for the services is as told to you during the order
7.2 Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of,
any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and
includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action
(b) civil commotion, riot, invasion, piracy, terrorist attack or threat of terrorist attack, war (whether declared or not) or
threat or preparation for war;
(c) inclement weather, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues,
and we will have an extension of time for performance for the duration of that period. We will use our reasonable
endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract
may be performed despite the Force Majeure Event. Should the Force Majeure Event continue for a period of more than 3
months then either party will have the right to terminate any contract that exists between us forthwith without any further
liability to the other party. The party terminating the agreement must serve a Force Majeure notice to the other party
within 5 days of deciding to terminate the contract. This should be delivered in writing either by post, to the other party’s
trading premises, or by email.
7.3 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 6.30am – 2.30pm on Mondays, Tuesdays and Thursdays and 6.30am – 11am Fridays. Out of hours collections are sometimes available at our discretion.
7.4 If you do not re-arrange collection. If you do not collect the products from us as arranged, we will contact you for further instructions and may charge you for storage costs. If, despite our reasonable efforts, we are unable to contact you to re-arrange collection we may end the contract and Clause 9.2 will apply.
7.5 When you become responsible for the product. The product will be your responsibility from the time either you,
someone representing your company, or a courier collects the product.
7.6 When you own goods. You own a product which is goods once we have received payment in full.
7.7 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see Clause 6).
7.8 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.9 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see Clause 11.4) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see Clause 11.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see Clause 11.5).
8. YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end the contract for the supply of a product before it has been completed. You may contact us to end your contract for a product at any time before we have completed supplying it and you have paid for it, but in some circumstances we may charge you for doing so, as described below. Of course, you always have rights where a product is faulty or mis-described (see Clause 10, “If there is a problem with the products”).
8.2 What happens if you have a good reason for ending the contract. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided or have not been provided properly and you may also be entitled to further compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6);
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control; or
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for
technical reasons, in each case for a period of more than 14 days.
8.3 What happens if you end the contract without a good reason. If you are not ending the contract for one of the reasons set out in Clause 8.2, then the contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) 50% of the purchase price plus reasonable compensation for the net costs we will incur as a result of your ending the contract. Where goods have been made specifically to your orders, you are not able to end the contract and will remain liable to pay the full price of the contract.
8.4 Returning products after ending the contract. If you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description or a delay in delivery due to events outside our control, then we will pay the costs of return. In all other circumstances you must pay the costs of return.
9. OUR RIGHTS TO END THE CONTRACT
9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, dimensions, colours, sizes, decorative stitching, materials.
(c) you do not, within a reasonable time, collect them from us.
9.2 Refund if we end the contract. If we end the contract in the situations set out in Clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you 50% of the purchase price plus reasonable compensation for the net costs we will incur as a result of your breaking the contract.
9.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product.
We will let you know at least 21 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
10. IF THERE IS A PROBLEM WITH THE PRODUCT
10.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01159 346 517 or write to us at firstname.lastname@example.org or Unit 3 Parkway Court, Glaisdale Parkway, Bilborough, Nottingham NG8 4GN. Alternatively, please speak to one of our customer service staff on our premises.
10.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must
either return them in person to where you bought them, or post them back to us. You must pay the costs of postage If you are returning the goods this way.
11. PRICE AND PAYMENT
11.1 Where to find the price for the product. We take all reasonable care to ensure that the price of product advised to you is correct. However please see Clause 11.3 for what happens if we discover an error in the price of the product you order.
11.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we
supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
11.4 When you must pay and how you must pay. We accept payment with BACS and CHAPS. At our discretion we may occasionally accept cash or cheque. When you must pay depends on what product you are buying:
(a) For goods, you must pay for the products on collection or within 14 days thereafter.
11.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of The Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount,
whether before or after judgment. You must pay us interest together with any overdue amount.
11.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us
know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
12.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.
12.3 Business losses. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity or other indirect or consequential loss suffered by you as a result of our actions or inactions.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
14. OTHER IMPORTANT TERMS
14.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
14.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee).
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
However, you do not need our agreement to transfer the benefit of our guarantee in clause 10.1(see clause 10.2).
14.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
14.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms
operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
14.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.