Standard Terms and Conditions of Business
JB Commercial Interiors Ltd (t/a JB Commercial Furniture)
1. Status of Terms and Conditions
- 1.1. These standard terms and conditions (“The Conditions”) shall apply to all contracts for goods and services between JB Commercial Interiors Ltd (t/a JB Commercial Furniture) (“The Company”) and any person or Company who accepts the quotations for the goods which the Company is to supply in accordance with these conditions (“The Buyer”). In the case of any inconsistency with any order, letter or form of contract sent by the Buyer and the Company or any other communication between the Buyer and the Company (what ever may be their respective dates) the provisions of the Terms and Conditions shall prevail unless expressly varied in writing and, in the case of the Company, signed by a director thereof.
- 1.2. No statement, description, information, warranty, condition or recommendation contained in any price-list, advertisement, documentation or communication or made verbally be any of the agents or employees of the Company shall be construed so as to extend, vary or override any provision of this Contract in any way.
In these Conditions the following expressions shall the have the meanings ascribed to them below:
- 2.1. “The Company” means means JB Commercial Interiors Ltd also trading as JB Commercial Furniture;
- 2.2. “The Buyer means the legal entity with whom the Contract is made by the Company;
- 2.3. “The Goods” means any goods supplied by the Company to the Purchaser in accordance with the order confirmation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company;
- 2.4. “The Company’s Premises” means the premises of the Company at Unit 1, The Stables, Lower Farm, 130 High Street, Irchester, Northamptonshire. NN29 7AB
- 2.5. “The Delivery Date” means the date that the Goods are collected by the Buyer from the Company’s Premises or other address specified by the Company, or the date of delivery of the Goods, whichever is applicable;
- 2.6. “The Contract” means the contract between the Company and the Buyer for the supply and/or rental of the Goods.
3. Basis of the sale
- 3.1. The Company shall sell and the Buyer shall buy the Goods subject in either case to the Conditions, which shall govern the Contract to the exclusion of any other items and conditions.
- 3.2. Some items are not delivered assembled. Please check before placing an order with us. We have made a note on the items which need some assembly, however some items may have been omitted in error. Please check with us before purchasing if assembly will be a problem.
- 3.3. Sample materials, wood stains etc are only a representative of colour, style and feel. In addition; when ordering online, we always recommend and prefer that you request a physical sample finish of wood stain, leather or other material. Screen resolution differs per user and device. The photographs of the materials used online are only representative of colour, style and feel. The final finish & item may vary upon delivery.
- 3.4. The dimensions & specifications of our items are an approximation. We'll do our best to work to the dimensions stated on our website, but at times these might vary.
- 3.5. If you wish to provide us with your own fabric when buying a Made To Order item, that is not a problem. Please be aware that if you do purchase the fabric yourself we must be provided with a copy of the CRIB5 Certification, in order to comply with our insurance policy. We can purchase the fabric on your behalf if you would prefer us to, please ensure that you provide us with the fabric type, style number and supplier name in order for us to do this.
- 3.6. We may take and use photographs of your items and/or the items on site; for publicity or product information. If you do not want us to do this, please inform us - in writing, at the time of ordering.
4. Orders and specifications
- 4.1. Notwithstanding that the Company may have given a detailed quotation to the Purchaser no order shall be binding on the Company unless and until it has been accepted by the Company.
- 4.2. The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods.
- 4.3. No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on terms that the Buyer shall Indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
5. Price of the Goods
- 5.1. The price of the goods shall be Company’s quoted price contained in the order confirmation provided on-line during the check out process and except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Buyer and the Company, all prices are given by the Company on a ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the buyer shall be liable to pay the company’s charges for transport, packaging and insurance.
- 5.2. All prices are exclusive of any applicable value added tax, which the Buyer, shall be additionally liable to pay to the Company.
6. Terms of payment
- 6.1. The Company does not grant credit facilities automatically. Should the Company grant the Buyer credit facilities, payment of all charges shall be made strictly within 30 days of the invoice date. If the Buyer does not have a credit account then payment is to be made with order or on receipt of a pro-forma invoice.
- 6.2. Payment in full shall be due to the Company and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
- 6.3. The time of payment shall be of the essence of the Contract;
- 6.4. The Company reserves the right to withdraw credit facilities at any time and without notice;
7. Delivery & Collections
- 7.1. Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing although the following delivery guidelines will normally apply following receipt of the Order Confirmation.
- 7.2. If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the buyer, the company’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
- 7.3.1 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise that by reason of any cause beyond the Buyers reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company, the Company may;
- 7.3.2. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or:
- 7.3.3. Sell the Goods at the best price readily obtainable and (after deduction all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
- 7.3.4 Has the right to charge the buyer reasonable expenses incurred. e.g. Re-delivery charge.
- 7.4. All deliveries are kerb side delivery only to mainland U.K unless otherwise agreed in writing. All orders which are to be delivered off the mainland please contact the office.
- 7.5. Any collections made regardless of circumstance must be from the same location as to which the good were initially delivery, unless agreed otherwise in writing. Goods must be unused, as delivered and in their original packaging along with the pallet(s) if applicable.
- 7.6. Any structural damages, shortages or discrepancies of any kind must be reported within 3 working days of delivery. A photograph may be required in some cases. Refusal to send a photograph will result in your claim being voided. If you assemble or use your items within this 3 day period, you are expressing your acceptance of the goods, as they are, and any claim subsequently made, even if the claim is within the 3 working day period, will not be accepted. By assembling or using the goods, you are stating your approval and acceptance of the goods.
- 7.7. Goods must be checked and delivery notes signed for 'in good condition'. Delivery notes marked 'not checked' will not be accepted. Please check the goods before signing for them. If the incorrect goods are delivered, they must not be assembled or used and must be returned/collected in the original packaging.
- 7.8 Delivery lead times quoted are only an estimated lead time, unless confirmed in writing. All lead times are based on standard working hours and days; Mon - Fri, 0900 to 1700 excluding bank holidays and seasonal shut downs.
8. Risk and property
- 8.1. Risk or damage to or loss of the Goods shall pass to the Buyer, immediately upon the Goods leaving the Company’s premises or price of storage for shipment to the Buyer. The Company is not responsible for damage or shortages that occur in transit.
- 8.2. If goods are returned, risk or damage to or loss of the Goods are solely the Buyer's responsibility. The Company is not responsible for damage or shortages that occur in transit.
- 8.3. Notwithstanding delivery and the passing or risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due.
- 8.4. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s judiciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property. Until the time that the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all cash proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
- 8.5. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to required the Buyer to delivery up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored, protected and insured.
- 8.6. The Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Buyer does so all moneys owing by the buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and
9. Warranties, liability and Guarantee
- 9.1. The Buyer expressly acknowledges that the Company is not the original manufacturer or supplier of the goods that have been purchased by the customer and have been selected by the Customer as suitable for its purpose. The Buyer accordingly agrees and acknowledges that all conditions, warranties or representations whether express or implied or statutory or otherwise in respect of the Equipment or its fitness for any particular purpose are hereby expressly excluded.
- 9.2. Subject to the Conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use of twelve months from delivery, whichever is the first to expire.
- 9.3. The above warranty is given by the Company subject to the following conditions:-
- 9.3.1. the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, misuse, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without he Company’s approval.
- 9.3.2. the Company shall be under no liability under the above warranty, (or any other condition or guarantee) if the total price for the Goods has not been paid by the due day for payment.
- 9.4. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the remaining of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 9.5. All transactions are deemed to be business to business transactions. No goods or services are sold as a consumer transaction as as defined by The Consumer Protection from Unfair Trading Regulations 2008. The statutory rights of the Buyer are not affected by the conditions.
- 9.6. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Company with 24 hours from the date of delivery (or where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect of failure in writing.
The client, (at their own expense is required to provide evidence of defects in the form of photographs which clearly highlight the defects within 24 hours. Failure to do so invalidates any claim against the Company.
If delivery is not refused and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Goods and the Company shall have liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods has been delivered in accordance with the Contract. (Valid claims are based strictly on following our Complaints Procedure).
- 9.7. Where any valid claim in respect of any of the Goods which is based on the any defect in the quality or condition of the Goods or their failure to meet specifications is notified to the Company in accordance with the Conditions, the Company shall be entitled to replace or correct the Goods (or part in question) free of charge by the Company shall have no further liability to the Buyer. Please see our Complaints Procedure which is available on request.
- 9.8. Except in respect of death or personal injury caused by the Company’s negligence , the Company shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other terms or any duty at common law or under the express terms of the Contract for any consequential loss or damage (ether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these conditions.
- 9.9. The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.
- 9.10. Where goods are collected by, or on behalf of the Buyer, it is the responsibility of the buyer or their agents to ensure that the goods are in perfect condition before removing them from the warehouse or the premises of our representative. The company shall be under no liability under the above warranty for damage caused to the goods once they have left our premises or those of our representative. Removal from the warehouse is deemed as acceptance of these terms. The statutory rights of the Buyer are not affected by the conditions.
- 9.11. Goods which are deemed defective by the buyer should not be used. Use of the goods invalidates any claim against the Company.
- 9.12. Goods must remain at the original delivery address for all claims to be valid. Goods which have been moved to a different location are no longer covered by the guarantee.
10. Insolvency of buyer
- 10.1. This clause applies if:
- 10.1.1. the Buyer makes any voluntary agreement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- 10.1.2. an incumbent takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- 10.1.3. the Buyer causes, or threatens to cease, to carry on business; or
- 10.1.4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer accordingly.
- 10.2. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Company, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. Force Majure
- 11.1. The Company 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 obtaining or delivering the Equipment by the normal route or means of delivery through any circumstances beyond it control including but not limited to strikes, lockouts or any other form of industrial action, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of machinery or shortage or unavailability or raw materials or labour from normal sources of supply.
- 12.1. Any notices to be given by either party to the other shall be in writing and may be served either by delivering by hand or sending it by first class post or facsimile transmission in the case of the Company to the Company’s Premises. Service by delivery by hand shall be deemed to be effected upon delivery to the relevant address, service by first class post 3 days following the date of posting and service by facsimile transmission upon transmission of the relevant communication.
- 12.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other part at the registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the part giving the notice.
- 12.3. No waiver by the company or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breached of the same or any other provision.
- 12.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable to whole or in part of the validity of the other provisions of these Conditions and the remainder of the provisions in question shall be affected thereby.
- 12.5. The Contract shall be governed by the laws of England.
13. Joint and Several Liability
- 13.1. Where two or more persons are a party to the Contract as the Buyer the liability or such persons shall be joint and several.
14. Proper Law
- 14.1. The Contract shall be governed by and construed in accordance with English Law.
15. Out of Stock / Advanced Orders
- 15.1. When items are temporarily out of stock we can take advanced orders so that when the stock arrives it is already allocated to you. In these instances a deposit of 30% is required with the order. This guarantees your order. As soon as the stock is available we will contact you to arrange delivery.
- 15.2. If for any reason we are unable to provide you with the goods in the time frame agreed you can chose to have your deposit refunded or you can chose to purchase an alternative product from us.
- 15.3. If an item is a made to order/bespoke item, we require payment in full, unless otherwise agreed, in writing, by a Director of the company. Orders that are made to order/bespoke, can be cancelled, but not refunded or credited in any way due to them being made to order/bespoke.
16. Storage / Storage Charges
- 16.1. Sometimes you want to order the goods but have them delivered at a later date. Provided the delay is no longer than 59 days there is no charge for this service. Prior to this date we will contact you to try to arrange delivery. If after 59 days we are required to continue to hold the stock on your behalf, we will charge you 5% of the purchase price of the goods for each period of 30 days or part thereof until such time as delivery has been arranged and any balance outstanding paid.
- 16.2. We cannot hold stock for longer than 120 days unless by prior agreement with us in writing. After 120 days the client will forfeit the deposit paid and title to the goods returns to JB Commercial Interiors Limited.
17. Returns & Faulty Goods
- 17.1. If the goods are not faulty; but you wish to return them anyway, provided it is within seven days, we will take them back subject to a re-stocking charge. This does not apply to goods specially ordered or manufactured to the clients specifications (bespoke items). We must be notified of this request in writing. Goods must be returned in the original packaging. It is the customers responsibility to return the items to us and the customer does so at their cost & liability. Once the goods are received and checked, then a refund will be issued via the original payment method minus a re-stocking fee. You must return the items to us at your own cost. If the item is faulty, we will arrange collection at our cost.
- 17.2. You may wish to send proof that the items have been packaged suitably before returning, this is often by way of a photo. This would enable us to confirm the goods are suitably packaged. If goods are returned, risk or damage to or loss of the Goods are solely the Buyer's responsibility. The Company is not responsible for damage or shortages that occur in transit.
- 17.3. If the goods are faulty, we will refund or replace that item providing we have been notified of the fault as in line with our conditions above.