Terms & Conditions
Identity Furniture Ltd (“IFL”) does business with its Buyers under the terms and conditions set forth herein. IFL hereby rejects any terms and conditions contained in any Buyer purchase order or other business forms or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically included or varied in writing by a director or other authorised representative of IFL which are different from or in addition to the terms stated herein. “Buyer” means the person or company whose order for the goods is accepted by IFL. “Goods” means the goods (including any instalment of the goods or any parts of them) which IFL is to supply in accordance with these conditions. Any reference in these terms and conditions to singular includes plural.
1. Acceptance of Orders
All orders are subject to the approval of IFL.
2. General Terms of Payment and Financial Requirements
a) Terms are NET 30 DAYS from date of invoice for Buyers to whom IFL extends credit, except where otherwise agreed in writing by IFL. Credit amounts are subject to satisfactory references and verification by Experian. Two trade references are required. Time of payment shall be of the essence for all contracts between IFL and Buyer to which these Terms and Conditions apply.
b) A LATE PAYMENT CHARGE OF 2.5% PER MONTH WILL BE IMPOSED ON ANY PORTION OF ACCOUNT NOT PAID WITHIN TERMS STATED ON INVOICE. However, if this rate exceeds the maximum rate permitted under applicable law or regulations, the charge shall be reduced to the maximum allowable rate.
c) IFL may offer special payment and/or shipment terms. In such event, these special terms shall supersede the general terms of payment and/or shipment, provided that such special terms are fully stated in a IFL INVOICE, signed by an authorised representative of IFL and such invoice is accepted by IFL.
d) If Buyer shall commit any material breach of its obligations hereunder or shall commit an act of bankruptcy or (being a corporation) shall go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or make any deed or arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of IFL, Buyer’s credit becomes impaired, IFL shall still have the following rights and remedies in addition to any other rights and remedies provided by applicable law.
(i) All sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.
(ii) IFL may refuse any order placed by Buyer.
(iii) IFL may cancel any accepted orders or delay shipment of any order.
(iv) No order may be cancelled by Buyer without IFL’s consent in writing. A charge will be determined by IFL for such a cancellation based upon order status at time of cancellation being agreed.
(v) If credit previously has been extended by IFL to Buyer, and IFL elects to make further sales to Buyer, IFL may require payments on a pro-forma basis.
(vi) In the event collection of sums due from Buyer to IFL is referred to lawyers or debt recovery agents for which IFL is insured or if proceedings are brought to collect such sums or to enforce the rights of IFL, Buyer agrees to pay all costs and reasonable fees, including such costs and fees incurred in any proceedings or appeal and in executing on any judgement. Buyer agrees that it has read the Disclaimer or implied Warranties and Limitations on Damages contained in the Terms and Conditions of Sale, that they have been explicitly negotiated and that they have become a part of the basis of its bargain with IFL.
e) IFL shall have the right to change its financial requirements at any time.
3. Warranty
IFL undertakes that if: 1. within 5 years of delivery of the Goods the structure of the Goods (excluding upholstery) or 2. within 2 years of delivery of the goods the upholstery is found upon inspection by or on behalf of the company to have proved defective in workmanship or materials under normal use and service it will (at its option) either repair or replace the defective Goods or parts thereof or credit the price paid by the buyer to the Company for such defective Goods or parts PROVIDED THAT in any case the original Goods have been accepted and paid for and PROVIDED ALSO THAT the Goods have been properly maintained and have not been subject to any misuse unauthorised repair, replacement, modification or alteration. IFL’s liability is limited to such replacement or repair which shall be deemed a complete fulfilment.
We shall be under no liability whatsoever for any consequential damage, loss or other expenses whether arising out of contract, negligence or otherwise.
IFL will replace any items that are defective through the Buyer’s mis-use at the current price chargeable or will undertake to repair the same at a charge to the Buyer.
4. Returns and Replacements
Defective goods will be accepted only with prior authorisation from IFL’s head office and receipt of IFL’s RETURN/AUTHORISATION NUMBER. Goods returned are not to exceed quantity authorised. All returns must have freight prepaid and no C.O.D.’s will be accepted. Credit will be issued only after goods are inspected and approved and will be based on Buyer’s cost for the goods in question, less any costs for transport and re-packaging.
a) Goods defective on delivery may be returned for exchange or full credit.
b) Goods incorrectly delivered by IFL may be returned for full credit.
c) A purchase order must be placed with IFL at zero value. If the samples are not returned to IFL in good condition within 30 days, the sample will be chargeable at the sample charge rate and invoiced immediately. For any extension to the return date, please contact the customer services department. Payment must be made in full for all samples not returned within this period unless agreed in writing.
d) All orders are manufactured on a ‘made-to–order’ basis. Unless agreed in writing we will not accept the return of goods for credit. Damaged goods can be returned for rectification/replacement upon agreement from us.
5. Disclaimer of Implied Warranties and Limitations of Damages
a) IFL’s aggregate liability, if any, to Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective goods which gave rise to such liability in respect of any occurrence or series of occurrences.
b) Subject to this condition 5:
(i) All conditions and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded save for liability for death or personal injury caused by negligence.
(ii) IFL shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and excluding without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
(iii) IFL do not accept any responsibility for electrical work installation which IFL’s personnel do not supervise. All electrical installations must be undertaken by a competent qualified electrician.
6. Price Changes
IFL shall have the right to reduce, or increase prices to Buyer at any time without prior notice, except with respect to orders which have been accepted prior to such price modification.
7. Changes in Products and Policies
a) IFL may at any time add, change or cease making available any goods without notice to Buyer, and Buyer shall have no claim against IFL for failure to furnish goods of the type previously sold.
b) IFL may at any time change warranty without incurring any liability to Buyer.
8. Taxes
Prices stated do not include VAT and any other tax or duties payable by IFL, which will be added to invoice wherever applicable.
9. General Terms of Transport
a) Standard deliveries are made to the customer's premises/warehouse and, unless otherwise advised, they will be made using our standard delivery methods. These include, but are not limited to, our own vehicle fleet, dedicated couriers, and non-dedicated parcel services. We will utilise the most efficient delivery method available for your orders to reduce emissions, costs, and time. Wherever possible, we will use the largest vehicle at our disposal to minimise the number of deliveries we make. Our standard delivery times are Monday to Friday from 8am until 6pm. Our order acknowledgements include a week ending delivery date and we reserve the right to deliver any day during that week.
b) IFL reserve the right to apply direct delivery charges on any order when a delivery location is requested other than the purchase order originators registered address, it must be pre advised at the point of order of any delivery destination restrictions. When placing an order with direct delivery, please provide contact details for site personnel who will be on hand to assist with site access and/or unloading. For deliveries that need be at their destination on a specific day and a specific time, please contact our Customer Services team and we will do our best to accommodate your request, but it is not guaranteed. We cannot accept liabilities or pay compensation, reimburse, or cover any costs due to late deliveries caused by factors beyond our control, such as supplier delays, transport issues, and traffic delays.
c) Wherever possible, we will accommodate postponed deliveries and hold goods in our warehouse. This will be charged on an order or project basis and advised accordingly, starting from the date on which the order would have left our warehouse. In every instance of postponement, the order will be invoiced on the date of the original delivery and will become due for payment as per the terms of your credit account with us. Rearranged deliveries may be subject to additional charges if any are incurred by ourselves. IFL do not accept any recharges of any kind due to a delay that may occur out of the control of IFL of any purchase order placed on and acknowledged by IFL, these surcharges include but are not limited to the following, client transport, client labour of any kind, account management or any related employee time
d) Failed deliveries at the fault of the customer shall incur an additional minimum charge of £50 net. IFL reserve the right to invoice goods and apply storage charges for any goods produced and delayed out of the control of IFL.
e) All deliveries, unless agreed in writing beforehand, are made by a single operative and are tailgate only. It is the responsibility of the customer to provide labour to offload the goods and to provide a safe working environment for them to do so.
f) Prior to signing the delivery paperwork, all items must be counted individually to confirm the correct quantity of items have been received. Our own staff and the staff of any of our transport partners will not accept delivery notes that are signed “unchecked”. Any discrepancies should be noted on the delivery paperwork and our office notified immediately. We will not be held responsible for shortages after the delivery paperwork has been signed.
g) Visible damages to the packaging of your delivery must be noted on the delivery paperwork and any subsequent damage to the product must be notified to us within 24 hours of the delivery being made. The damage to the packaging and the item itself must be photographed and the photographs submitted to us with the damage report. We cannot accept responsibility for damages that are not reported at the time of delivery.
h) All orders are manufactured on a ‘made-to–order’ basis. Unless agreed in writing we will not accept the return of goods for credit. Damaged goods can be returned for rectification/replacement upon agreement from us.
i) We do not have a minimum order value. However, to qualify for free delivery, the order value must be greater than £1500 net. Orders below this value will incur a delivery charge. Small order charges will be calculated on an order-by-order basis. All small order delivery charges will be charged in accordance to IFL’s small order delivery policy which apply to the UK mainland but exclude and are chargeable on a POA basis for any order to the Scottish Highlands & Islands, Aberdeenshire & Northern Ireland
j) Special delivery requests or delivery instructions must be written and highlighted on your Purchase Order. Special delivery requests, such as packaging goods for forward shipment, will incur additional shipping charges.
k) Please contact our Customer Services team for overseas shipping costs. Customs paperwork charges may apply. POA basis for any order to the Scottish Highlands & Islands, Aberdeenshire & Northern Ireland. Time of delivery shall not be of the essence to any contract to which these Terms and Conditions apply and shall not be made so by the service of any notice.
10. Claims and Adjustments
Notification of claims for adjustment on short delivery or otherwise unsatisfactory goods due to fault of IFL must be made to IFL within 24 hours of delivery date. In such situations, IFL shall have the right to examine the applicable goods and shipping records at Buyer’s location. For deliveries made by other carriers, notification must be made within 24 hours of delivery date.
11. Title
a) Notwithstanding delivery and passing of risk, the goods shall remain the property of IFL until such time as Buyer shall have paid to IFL the agreed price in full (together with any accrued interest) and all other amounts owned by Buyer to IFL in respect of any other contract for the sale of goods and until such payment the Buyer shall hold the goods as Bailee on behalf of and in a fiduciary capacity for IFL and the Buyer shall insure the goods for their full market value.
b) In the event that the Buyer sells the goods the Buyer acknowledges that the entire proceeds of sale are held in trust for IFL and shall not be mixed with other monies or paid into any overdrawn bank account and shall at all times be identifiable as IFL’s monies.
c) Any drawings, designs or samples etc. given by IFL in the course of quotation or during or after the order remain the property of IFL and may not be used by a third party without previous written authority from IFL. IFL reserves the right to make changes to the specification against those demonstrated in the samples.
12. Force Majeure
a) IFL shall not be liable to Buyer for any loss or damage which may be suffered by Buyer as a direct or indirect result of the supply of goods by IFL prevented, hindered, delayed, cancelled or rendered uneconomic by reason of circumstances or events beyond IFL’s reasonable control (“force majeure circumstances”) including but not limited to strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, material or transport or other circumstances affecting the supply of the goods or of raw materials by IFL’s normal source of supply of the manufacture of the goods by IFL’s normal means or the delivery of goods by IFL’s normal route or means of delivery.
b) In force majeure circumstances, IFL may in its sole discretion terminate any contract for the supply of goods pursuant to the Terms and Conditions or cancel delivery of goods to Buyer or may, with the agreement of the Buyer, deliver goods at an agreed rate of delivery commencing after any suspension of deliveries.
c) If due to force majeure circumstances IFL has insufficient stocks to meet all its commitments, IFL may apportion available stocks between its customers at its sole discretion.
13. Lien
IFL shall be entitled to a general lien on any goods and property owned by Buyer in IFL’s possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to Buyer under any contract. IFL shall be entitled to offset any sum or sums owing by it to Buyer against any sums owed by Buyer to IFL.
14. Advertising Material
a) IFL’s catalogues, price lists and other advertising material shall not form part of any contract between IFL and the Buyer.
b) All dimensions shown in IFL’s catalogues, price lists and other advertising material are approximate.
15. Severability
If any of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, whether in whole or in part, such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of the Terms and Conditions or the remainder or any part of a Term or Condition affected.
16. Assignment
IFL is entitled to assign, sub-contract or sub-let any contract.
17. Waiver
No waiver by IFL of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. Governing Law
Any contract to which these Terms and Conditions shall be governed by, and construed in accordance with, English Law and the Buyer submits to the jurisdiction of the English Courts.