Terms and Conditions

Value Mark Furniture

Terms of Trading

Price

1.1

The price quoted excludes VAT (unless otherwise stated).· VAT will be charged at the rate applying at the time of delivery.

1.2

Our quotations lapse after 30 days (unless otherwise stated).

1.3

For orders over £1,000, the price quoted includes delivery (unless otherwise stated)

1.4

For orders of £1,000 or less, the price quoted excludes delivery.· Unless otherwise stated, delivery will be charged at 10% of the price, with a minimum delivery charge of £25.

1.5

Unless otherwise stated, the price quoted will be a provisional purchase price only. The price charged will be our price current at the time of delivery. If there is to be any increase between the provisional purchase price and the price charged, we will notify you before the date of delivery.

1.6

Rates of tax and duties on the goods will be those applying at the time of delivery.

1.7

We may, by giving you notice at any time before delivery, adjust the price to reflect any increase in our costs of supplying the goods.

Delivery

2.1

All delivery times quoted are estimates only and time of delivery shall not be of the essence.

2.2

Subject to the other provisions of these terms, we will not be liable for any direct, indirect or consequential loss or any loss of profits, loss of business, depletion of goodwill and like loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods, nor will any delay entitle you to terminate or rescind the contract unless such delay exceeds 180 days.· In such circumstances, you may (by informing us in writing) cancel the contract. However:

2.2.1	you may not cancel if we receive your notice after the goods have been dispatched; and
2.2.2	if you cancel the contract, you can have no further claim against us under the contract.

2.3

If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss or any loss of profits, loss of business, depletion of goodwill or increase in the price of the goods).

2.4

We may deliver the goods in instalments.· Each instalment is treated as a separate contract.

2.5

We may decline to deliver if:

2.5.1	we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
2.5.2	the premises (or the access to them) are unsuitable for our vehicle.

2.6

The quantity of any consignment of goods as recorded by us upon despatch from our premises shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

2.7

Any liability we may incur for non-delivery of goods shall be limited to replacing the goods within a reasonable time or issuing a credit note at the pro rata quotation rate against any invoice raised for such goods.

Risk

3.1

The goods are at your risk from the time of delivery.

3.2

Delivery takes place either:

3.2.1	at our premises (if you are collecting them or arranging carriage); or
3.2.2	at your premises or address specified by you (if we are arranging carriage).

3.3

You must inspect the goods on delivery.· If any goods are damaged or not delivered, you must write to tell us within seven days of delivery or the expected delivery time.· You must give us (and any carrier) a reasonable opportunity to inspect any damaged goods.

Payment terms

4.1

Subject to any special terms agreed in writing, we are entitled to invoice you for the price of the goods (and, if applicable, delivery) on or at any time after our acceptance of your order.

4.2

You are to pay us the invoiced amount in cash or in cleared funds on or prior to delivery, unless you have an approved credit account.

4.3

If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.

4.4

If you fail to pay us in full on the due date we may:

4.4.1

terminate the contract;

4.4.2

suspend or cancel future deliveries;

4.4.3

cancel any discount offered to you;

4.4.4

charge you interest on the amount unpaid at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;

(a)	calculated (on a daily basis) from the date of our invoice until payment;
(b)	compounded on the first day of each month; and
(c)	before and after any judgment (unless a court orders otherwise);

4.4.5

claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and,

4.4.6

recover (under clause 4.8) the cost of taking legal action to make you pay.

4.5

If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment.· We may do any of those at any time without notice.

4.6

You do not have the right to set off any money you may claim from us against anything you may owe us.

4.7

While you owe any money to us, we have a lien on any of your property in our possession.

4.8

You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

Title

5.1

Until you pay in full all sums due to us under these terms:

5.1.1

all goods supplied by us remain our property;

5.1.2

you must store them separately from your own property and in such a way that they are clearly identifiable as our property and you must not remove, obscure or delete any mark placed on the goods by us which may aid identification;

5.1.3

you must take all steps necessary to ensure that you are not considered by third parties to be the owner of any goods supplied by us;

5.1.4

you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

5.1.5

you may use those goods and sell them in the ordinary course of your business, but not if:

(a)	we revoke that right (by informing you in writing); or
(b)	you become insolvent.

5.2

You must inform us (in writing) immediately if you become insolvent or any procedure is commenced with a view to or a petition is presented for the appointment of an administrator, receiver or administrative receiver for you.

5.3

If your right to use and sell the goods ends you must allow us to remove the goods.

5.4

We have your permission to enter any premises where the goods may be stored:

5.4.1	at any time, to inspect them; and
5.4.2	after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

5.5

Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

5.6

You are not our agent.· You have no authority to enter into any contract on our behalf or in our name.

Warranties

6.1

We warrant that the goods:

6.1.1	comply with their description on our order confirmation form, but always reserving the right to change the finish or design; and
6.1.2	are free from material defect at the time of delivery (as long as you comply with clause 6.3).

6.2

We give no other warranty (and, so far as permitted by law, exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

6.3

If you believe that we have delivered goods that are defective in materials or workmanship, you must:

6.3.1	inform us (in writing), with full details, within 7 days from· initial delivery; and
6.3.2	allow us (and, any third parties acting on our behalf) to investigate, and provide us with access to your premises and product samples where necessary.

6.4

If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 6.3) in full, we will (at our option) repair the goods, replace the goods or refund the price.

6.5

We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only);

6.5.1	direct financial loss, loss of profits or loss of use; and
6.5.2	indirect or consequential loss

6.6

Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to one million pounds.

6.7

For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

6.8

Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

Specification

7.1

We reserve the right:

7.1.1	to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements;
7.1.2	to make without notice any minor modifications in our specifications we think necessary or desirable; and
7.1.3	to change finish and design.

Return of goods

8.1

We will accept the return of goods from you only:

8.1.1	by prior arrangement (confirmed in writing);
8.1.2	on payment of an agreed handling charge or any third party collection costs (unless the goods were defective when delivered); and
8.1.3	where the goods are as fit for sale on their return as they were on delivery.

8.2

Any goods being returned to us must be returned in the original packing and securely repacked otherwise we reserve the right to refuse refund/credit.

Export terms

9.1

Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.

9.2

The "Incoterms" of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.

9.3

Unless otherwise agreed, the goods are supplied 'ex works' our place of manufacture.

9.4

Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

9.5

You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed).· We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment.· We are not liable for any damage during transit.

9.6

We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

10.

Cancellation

10.1

You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 10.2 then apply).

10.2

If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

10.3

We may suspend or cancel the order, by written notice if:

10.3.1	you fail to pay us any money when due (under the order or otherwise);
10.3.2	you become insolvent;
10.3.3	you fail to honour your obligations under these terms.

11.

Waiver and variations

11.1

Any waiver or variation of these terms will not be binding unless it is;

11.1.1	made (or recorded) in writing;
11.1.2	signed on behalf of each party; and
11.1.3	expressly states an intention to vary these terms.

11.2

All orders that you place with us will be on these terms (or any that we may issue to replace them).· By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

12.

Force majeure

12.1

If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

12.2

Examples of those circumstances include (but are not limited to) act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

13.

Data Protection

13.1

We process personal information collected for the purposes of processing your orders and requests for products and information.

13.2

We may also pass your details to other reputable companies whose products and services may be of interest to you (where you have indicated that you are content to receive offers from such companies). If at any time you do not wish to receive such communications please contact us at Garroch Warehouse, The Garroch, Castle Douglas Road, Dumfries DG2 8PS.

13.3

You have the right to apply for a copy of the information we hold about you (for which we may make a small charge to cover the cost of administration) and to have any inaccuracies corrected.

14.

Confidentiality

14.1

You shall at all times hold all information and data in your possession, in connection with this order or relating to our business affairs ("Confidential Information"), secret and confidential.

14.2

You shall not use, copy or divulge any such Confidential Information to any third party except with our prior written consent.

14.3

Upon termination of the Contract (for any reason whatsoever) you shall immediately destroy any such Confidential Information.

15.

Notice

15.1

Any notice by either of us which is to be given/served under these terms may be served by:

15.1.1	personal delivery, in which case it shall be deemed to have been received at the time of delivery;
15.1.2	pre-paid recorded delivery or registered post, in which case it shall be deemed to have been received 10 days after the date of posting; or,
15.1.3	by fax, in which case it shall be deemed to have been received at the time of transmission

16.

General

16.1

Scottish law is applicable to any contract made under these terms.· The Scottish courts have non-exclusive jurisdiction.

16.2

If you are more than one person, each of you has joint and several obligations and liabilities under these terms.

16.3

If any of these terms are unenforceable as drafted:

16.3.1	it will not affect the enforceability of any other of these terms; and
16.3.2	if it would be enforceable if amended, it will be treated as so amended.

16.4

We may treat you as insolvent if:

16.4.1

you are unable to pay your debts as they fall due; or

16.4.2

you (or any item of your property) become the subject of:

(a)	any formal insolvency procedure (examples of which include, but are not limited to, receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy)
(b)	any application for proposal for any formal insolvency procedure; or
(c)	any application, procedure or proposal overseas with similar effect or purpose.

16.5

All brochures, catalogues and other promotional materials, including all information and materials available on our website, are to be treated as illustrative only.· Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

16.6

Your instructions are not intended to create any right enforceable by any third party.

16.7

The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:

16.7.1	contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
16.7.2	which expressly state that you may rely on them when entering into the contract.

16.8

Nothing in these terms affects or limits our liability for fraudulent misrepresentation.