Terms and conditions

Terms & Conditions of Purchase

These Conditions shall govern and be incorporated into each contract for the purchase of Goods and/or Services by the Purchaser and may only be varied with the written agreement of the Purchaser. No terms or conditions put forward at any time by the Supplier shall form any part of this contract.

⦁ DEFINITIONS
In these Conditions "the Purchaser" means Vintage Sofa Co Ltd trading as Grace&Favour as detailed in the Order, "the Supplier" means any person, firm or company to whom an Order is addressed, "Order" means an order on the Purchaser’s official purchase order form for the Goods and Services issued by the Purchaser to the Supplier, "Services" means the services described in an Order, "the Goods" means the goods described in an Order and "Loss" means actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur. In these Conditions (unless the context otherwise requires) the words "including" and "include" and words of similar effect shall not be deemed to limit the general effect of the words which precede them, words importing the singular shall include the plural and vice versa and any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.

⦁ ACCEPTANCE OF ORDER
⦁ The Supplier's execution and return of the acknowledgement copy of the Order, or the commencement of delivery of Goods or performance of Services, constitutes the Supplier's acceptance of the Order subject to these Conditions.
⦁ The Purchaser is not liable for any Order unless it has been placed on behalf of the Purchaser by its duly authorised representative and the Supplier confirms its acceptance of such Order and these Conditions as set out in Condition 2.1 above.

⦁ GOODS AND SERVICES
The Supplier shall ensure that:
⦁ the Goods and Services shall be to the reasonable satisfaction of the Purchaser and shall conform in all respects with any particulars referred to in the Order and in any variations thereto;
⦁ the Goods and Services (together with the Supplier’s performance of its obligations hereunder) shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force;
⦁ the Goods shall be of satisfactory quality, of good materials and workmanship, substantially free from defects, fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order; and
⦁ it will provide the Services in accordance with the terms of the Order, with reasonable care, skill and diligence, using properly experienced and qualified people.

⦁ THE PRICE
⦁ The price of the Goods and Services shall be as stated in the Order and includes all costs of supplying the same.
⦁ Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment delivered under the Order. If the Goods and Services are accepted by the Purchaser, payment shall be due 30 days after receipt of the same or the correct invoice thereof, whichever is the later.
⦁ The Purchaser reserves the right to withhold any disputed portions of payments until the dispute is resolved but undisputed amounts shall be paid by the due date.
⦁ The Purchaser may offset any amount owing to it from the Supplier against any amount owed to the Supplier by the Purchaser.

⦁ DELIVERY
The Supplier shall indemnify the Purchaser against all such Loss resulting from or in connection with any breach of this Condition.
⦁ The Supplier shall deliver the Goods and provide the Services at the place, date and time specified in the Order. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever and the Supplier shall indemnify the Purchaser in respect of any Loss resulting from or in connection with any damage or injury (whether fatal or otherwise) in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors.
⦁ Where any access to the premises is necessary in connection with delivery or installation the Supplier and his sub-contractors shall at all times comply with reasonable requirements of the Purchaser’s Facilities Management.
⦁ The time of delivery shall be the essence and failure to deliver within the time promised or specified shall enable the Purchaser (at his option) to release himself from any obligation to accept and pay for the Goods and/or Services, to cancel all or part of the Order thereof, and/or return any Goods already delivered which by virtue of such rejection or cancellation are no longer of use.

⦁ PROPERTY AND RISK
Property and risk in the Goods shall pass to the Purchaser at the time of delivery. If the Supplier postpones delivery for any reason, title shall pass on the date that the Goods should have been delivered but risk shall only pass upon actual delivery.

⦁ DAMAGE IN TRANSIT
On dispatch of any consignment of the Goods the Supplier shall send to the Purchaser at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume.

⦁ INSPECTION, REJECTION AND GUARANTEE
⦁ The Supplier shall permit the Purchaser or his authorised representatives to make any inspections or tests he may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at his or of any his sub-contractor’s premises.
⦁ The Purchaser may by written notice to the Supplier reject any of the Goods or Services which fail to meet the requirements specified herein. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Goods concerned. If the Purchaser shall reject any of the Goods or Services pursuant to this Condition the Purchaser shall be entitled either to obtain a refund from the Supplier in respect of the Goods and/or Services, or:
(a)to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the Purchaser shall elect) replaced by the Supplier with the Goods which comply in all respects with the requirements specified herein; and/or
(b)to have the relevant Services reperformed so as to meet the requirements specified herein.
⦁ The Supplier further warrants that the Goods and Services shall meet the requirements specified herein from delivery or performance of the same until 12 months (or such longer period as the parties may agree) after such Goods are put into service or such Services are performed (as the case may be). If the Purchaser shall within such period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods and/or Services as may have arisen during such period under reasonable use the Supplier shall as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser.
⦁ Any Goods rejected or returned by the Purchaser as described in paragraph 7.2 or 7.3 shall be returned to the Supplier at the Supplier’s risk and expense.

⦁ LABELLING AND PACKAGING
⦁ The Goods shall be packed and marked in a proper manner and in accordance with the Purchaser's instructions and any statutory requirements and any requirements of the carriers. In particular, the Goods shall be marked with the Order number, the name of the contents shall be clearly marked on each container and all containers of hazardous
goods (and all documents relating thereto) shall bear prominent and adequate warnings.
⦁ The Purchaser accepts no liability for packaging materials unless expressly agreed in advance.

⦁ PATENTS AND INFORMATION
⦁ It shall be a condition of the Order that, except to the extent that the Goods are made up strictly in accordance with designs furnished by the Purchaser, none of the Goods or Services will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial or intellectual property ("IPR") of any third party and the Supplier shall indemnify the Purchaser against all Loss resulting from or in connection with any such infringement or alleged infringement.
⦁ All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser in connection with the Order ("Materials") shall remain vested solely with the Purchaser (except the right to use such Materials solely to the extent necessary for the implementation of the Order). The Supplier shall not, without prior written consent of the Purchaser, use or disclose any such Materials or rights therein and in particular the Supplier shall not refer to the Purchaser or the Order in any advertisement without the Purchaser’s prior written agreement.
⦁ Any IPR arising out of or in relation to the Supplier’s performance of its obligations in respect of any Order (including any IPR in relation to any Goods and Services) shall, upon its creation, vest in the Purchaser and the Supplier shall do all such further acts and execute all such documents as may from time to time be necessary to give full effect to
this Condition.
⦁ The Supplier shall not use, copy or disclose any Confidential Information for any purpose other than to the extent required to perform its obligations hereunder and shall use its best endeavours to prevent any such activity which is not in accordance with this Condition. This Condition does not apply to information which is or becomes publicly known other than by a breach of these Conditions; can be shown to the Purchaser's satisfaction to have been known by the Supplier before disclosure by the Purchaser to the Supplier; is or becomes available to the Supplier otherwise than from the Purchase and free from any restrictions as to its use or disclosure; and/or is required to be disclosed by law providing the Supplier gives prior notice to the Purchaser (save where it is prohibited by law from doing so).

⦁ INDEMNITY AND INSURANCE
⦁ The Supplier shall indemnify the Purchaser against all Loss resulting from or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which, in either case, may result directly or indirectly from any defect in the Goods or the negligent or wrongful acts of the Supplier.
⦁ The Supplier shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of the latest premium due thereunder.
⦁ Nothing in these Conditions shall exclude or restrict either party’s liability for fraud or for death or personal injury caused by that party's negligence.

12.TERMINATION
The Purchaser may cancel the whole or any part of an Order at any time by written notice to the Supplier if:
12.1 The Supplier breaches any obligation hereunder (and, where the breach is capable of remedy, fails to remedy such breach within 14 days of receiving notice of the same);
12.2 circumstances exist or are likely to exist which in the Purchaser's reasonable opinion materially adversely affect the Supplier’s performance of its obligations hereunder, or the basis on which any Orders were entered into; and/or
12.3 any substantive step is taken towards the Supplier’s bankruptcy, administration, administrative receivership, receivership, winding up and/or dissolution;


⦁ RACIAL DISCRIMINATION
The Supplier shall not unlawfully discriminate within the meaning and scope of the Race Relations Act 1976 relating to discrimination in employment. The Supplier shall take all reasonable steps to secure the observance of these provisions by all servants, employees and agents of the Supplier and all sub-contractors employed in the execution of the Order.

⦁ ASSIGNMENT AND SUB-CONTRACTING
⦁ The Supplier shall not without the written consent of the Purchaser sub-contract and/or assign the benefit or burden of the whole or any part of an Order .
⦁ No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under the Order.

15. NOTICES
Any notice given under or pursuant to the Order may be sent by post or by registered post or by the recorded delivery service or transmitted by facsimile or any other means of telecommunication resulting in the written communication in permanent form and so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of the means or transmission it would first be received by the addressee in normal business hours.

16.GENERAL
⦁ The headings to Conditions shall not effect their interpretation.
⦁ The rights and remedies of the Purchaser provided in these Conditions are cumulative and are not exclusive of any rights or remedies provided at law or in equity.
⦁ The rights and remedies of the Purchaser may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by the Purchaser shall not constitute a waiver of that or any other right or remedy.
⦁ A person who is not party to an Order shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Order. This Condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
⦁ Nothing in these Conditions is intended to create a partnership or legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party between the parties, or to authorise either party to act as agent for the other.
⦁ If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification and/or deletion as may be necessary to make it valid and enforceable. No such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect.
⦁ The Supplier shall ensure that it and its sub-contractors comply at all times with the Data Protection Act 1998. The Supplier acknowledges that if it or its sub-contractors ’process' any ’personal data' (as defined in such Act) pursuant to an Order, they shall do so only on the instructions of the Purchaser and that they shall maintain in place all appropriate measure, procedures and policies to protect the security and integrity of any such personal data.
⦁ The Supplier shall (at its own expense) provide all such assistance as may be required by the Purchaser to enable the Purchaser to comply with its obligations under the Freedom of Information Act 2000 and shall provide the Purchaser with a copy of such information as the Purchaser may request from time to time to comply with those obligations. The Supplier shall transfer promptly to the Purchaser any request for information made pursuant to such Act and shall not respond directly to any such requests.
⦁ These Conditions shall be governed by and construed in accordance with English law and the parties hereby irrecoverably submit to the jurisdiction to the English courts save in relation to enforcement where jurisdiction shall be non-exclusive. 

Terms & Conditions of Sale

Definitions
“the Company” means Vintage Sofa Ltd trading as Grace & Favour of Jowler Mill, Bank House Lane, Halifax, West Yorkshire (registered in England with Company Number 10323477);
“Conditions” means the standard terms and conditions set out in this document;
“The contract” means the contract for the sale and supply of goods by the Company to the Customer and to which these Conditions apply;
“the Customer” means the purchaser of the goods supplied under the terms of the Contract;
“Goods” means the goods to be supplied pursuant to the Contract.

1. General
(a) The following terms and conditions shall govern the Contract
between the Company and the Customer.
(b) Except to the extent (if any) required by law no condition, guarantee, undertaking, representation or statement (whether oral or written) not contained in these terms and conditions shall be binding upon the Company.
(c) These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Customer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director of the Company on the Company’s behalf.
(d) Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under the Contract.
(e) If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

2. Orders
(a) Notwithstanding that the Company may have given a detailed quotation (which in any event shall not constitute an offer by the Company) no order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company.
(b) Any order which has been accepted by the Company may only be cancelled by the Customer in writing within 10 days of receipt by the Customer of an acknowledgement of order from the Company. Any such cancellation shall only be effective with the Company’s agreement in writing and on terms that the Customer shall indemnify the Company in full against all losses (including loss of profit) costs, damages, charges and expenses incurred by the Company as a result of cancellation.

3. Price
Unless otherwise agreed in writing by the Company:
(a) the price of the Goods shall be the Company’s written quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order;
(b) where the Goods are supplied for export from the United Kingdom the Company’s published export price list shall apply;
(c) all prices quoted are valid for thirty days only from the date of quotation and after which time they may be altered by the Company without notice to the Customer;
(d) the Company reserves the sole right without notice at any time before delivery to increase or decrease the price of the Goods to reflect any increase or decrease in the cost to the Company which is due to any foreign exchange fluctuation, alteration of duties or any significant increase in the cost of labour, materials or other costs of manufacture;
(e) all prices include delivery to such places as the Customer has directed prior to or upon entering the Contract by any means of transport designated by the Company;
(f) the price is exclusive of value added tax at the rate in force at the time the Contract is entered into which the Customer shall be additionally liable to pay to the Company.

4. Payment
Unless otherwise agreed in writing by the Company:
(a) the Customer shall pay the price of the Goods within thirty days of the date of the Company’s invoice;
(b) the time of payment shall be of the essence of the Contract.
(c) if the Customer fails to make payment on the due date 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 to the Customer and charge the Customer interest on the amount unpaid at the higher of the rate of two per cent (2%) above the base rate Yorkshire Bank Plc or the interest rate payable on court judgements, calculated on a daily basis until payment in full is made.
(d) in the event that any amounts are overdue for payment by the Customer, all amounts invoiced to the Customer shall forthwith become due for payment and recoverable by the Company and the Customer shall not be entitled to exercise any set-off, lien or any other similar right or claim.

5. Delivery
(a) Any dates quoted for delivery of the Goods are given in good faith but without any responsibility on the Company’s part.
(b) Time for delivery shall not be of the essence unless previously agreed by the Company in writing.
(c) Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
(d) If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:
(i) store the Goods at the Customers risk and take all reasonable steps to safeguard and insure the Goods at the Customers cost (provided always that the Customer shall be immediately informed thereof) until actual delivery is possible; or
(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess received by the Company over the price under the Contract or charge the Customer for any shortfall suffered by the Company below the price under the Contract.
(e) In the event of a valid claim for defect, loss, damage or noncompliance with the Contract or non-delivery of the Goods, the Company undertakes at its option either to reprocess or replace the items concerned at the Company’s expense but shall not be under any further or other liability in connection with such non-delivery, loss, damage or
non-compliance.
(f) No liability (whether in contract or for negligence or otherwise howsoever) for loss of or damage to the Goods occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the Goods) or for non-delivery will attach to the Company unless claims to that effect are notified in writing by the Customer to the Company (and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods):
(i) within seven days of delivery for loss, damage, defect
or non-compliance with the Contract; or
(ii) within seven days of the date of the invoice for non
delivery.
(g) If the Customer shall fail to give notice in accordance with 5(f) above the Goods delivered shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Customer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred.

6. Passing of title and risk
(a) Notwithstanding Delivery and the passing of risk of the Goods or any other provision of these Conditions, the property in the Goods, shall not pass to the Customer and shall remain vested in the Company until the Company has received in cash or cleared funds payment in full (including interest where appropriate) of all monies then due from the Customer under any contract for the sale of Goods between the Company and the Customer.
(b) Until such time as the title in the Goods passes to the Customer the Customer:
(i) shall hold the Goods as fiduciary owner and as trustee
of the Company; and
(ii) shall keep any Goods supplied until full payment as aforesaid separate and apart from and not mixed with or added to any Goods the property in which is not vested in the Company, so that the identity of any Goods supplied is not lost or impaired and shall keep the Goods properly stored protected and insured and identified as the Company’s property.
(c) Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith the Company is hereby licensed to enter upon any premises in the ownership, possession or control of the Customer where the Goods are stored and repossess the Goods.
(d) Notwithstanding title in the Goods remaining in the Company pending payment of the full purchase price of the Goods the Customer shall from the date of delivery keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Customer in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.
(e) Each of the preceding clauses shall be construed and take effect separately and in the event of one or more of such clauses being held ineffective this shall not affect the validity of the remaining clauses.

7. Implied terms
Except where the Goods are sold to a person dealing as a consumer (within the meaning 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.

8. Incoterms
8.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any
term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict
between the provisions of Incoterms and these Conditions, the latter shall prevail.
8.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 8 shall (subject to any special terms agreement in writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions.
8.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
8.4 Unless otherwise agreed in Writing between the Customer and the Company, the Goods shall be delivered Ex Works to the Customer and following delivery of the Goods the Customer shall be solely responsible for all transportation costs, insurance, import and export licenses, duties, taxes and levies with regard to the Goods.

9. Force Majeure
The Company shall not be liable to the Customer 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 failure was due to any circumstances beyond the Company’s reasonable control including (but not limited to) industrial action or trade dispute (whether involving employees of the Company or of a third party) Acts of God, rebellion, riot, sabotage, fire, explosion, flood, accidents, war, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.

10. Insolvency of the Customer
If the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) is adjudicated bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstitution) or a security holder takes possession or a receiver or administrative receiver is appointed of any of the property or assets of the Customer or the Customer ceases or threatens to cease to carry on business or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly 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 Customer 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 and in the event of Goods having been delivered to the Customer and payment has not been made upon the occurrence of any of the foregoing then the Company is hereby licensed to enter into any premises in the ownership, possession or control of the Customer where the Goods are at that time stored and repossess the Goods.

11. Jurisdiction
The Contract and all matters arising out of or in connection therewith are governed by the laws of England and the parties submit to the jurisdiction of the Courts of England.