Terms and Conditions of supply

1. GENERAL

(a) Cubewing Systems Limited, hereinafter referred to as Cubewing, put forward all quotations and accept all orders subject only to the terms and conditions which follow, to the exclusion of all other warranties, guarantees and conditions (including any as to quality and fitness for any particular purpose), whether express or implied by statute or common law or otherwise. In the event of a purchaser’s order containing conditions, such conditions are binding only insofar as they are not inconsistent with Cubewing’s own terms and conditions as set out here.

(b) No addition to or variation from Cubewing’s acknowledged price or terms and conditions shall have effect unless such addition or variation is expressly accepted by us in writing under the hand of a Director of Cubewing Systems Limited. Cubewing’s employees or agents are not authorised to make any representations unless confirmed by a Director of the company in writing. On placing an order and the order being accepted by Cubewing, the purchaser acknowledges that the contract is entered into incorporating the terms and conditions herein set out and it does not rely on any claim for breach of any such representations which are not so confirmed.

(c) Catalogues and any other advertising material shall not form part of any contract. Any typographical, clerical or other error, or error of omission in any sales literature, quotation, price list or any other document or information issued by Cubewing shall not be binding on Cubewing and shall be subject to correction without liability to Cubewing as vendor or provider.

(d) No claim for loss or damage to goods, materials and purchaser’s property, claims for poor workmanship et cetera, will be considered unless Cubewing are advised in writing within three days of the date of invoice. In the event that a purchaser fails to give the appropriate notice in writing, the purchaser’s claim will be deemed to have been waived.

(e) All claims for shortages / incorrect items must be received in writing by Cubewing within three days of the date of invoice.

(f) Any damaged goods shall be retained by the purchaser for examination/inspection by Cubewing or their representatives or agents. In the event of such damage, Cubewing shall at its option either repair or replace the damaged goods, but shall be under no further liability whatsoever.

(g) Information featured in catalogues, quotations, proposals or plans prepared by Cubewing or by any other party shall not form part of any contract between Cubewing and the Purchaser. Any typographical, clerical or other error, or error of omission in any sales literature, quotations, price list or any other document or information issued or provided by Cubewing shall not be binding on Cubewing and shall be subject to correction without liability to Cubewing as vendor or provider.

2. TERMS OF PAYMENT

Payment shall be made to us within the time and in the manner stated on our invoices, or if no time or manner is stated, if the Settlement Terms agreed upon ordering state that payment is due on delivery/installation of any goods or services supplied, for the avoidance of any doubt, we require cleared funds at the time of the delivery. In all cases, the prices quoted are strictly net. In the event of non-payment, we reserve the right to charge statutory interest (8% p.a. over Bank of England base rate), compensation and to recover debt recovery costs as provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debt Regulations 2002. The purchaser shall not be entitled to withhold payment as a result of any claim it many have against Cubewing and the purchaser may not claim any right of set off.

3. DELIVERY / COMPLETION

(a) We will use reasonable endeavours to deliver/complete promptly, but we shall be under no liability whatsoever for any delay in estimated delivery time or for failure to deliver or complete for any cause, nor for any loss or damage arising therefrom. In no event will Cubewing be liable for any action of the Purchaser’s employees assisting in delivery. The purchaser will indemnify Cubewing against all claims, proceedings, demands and costs arising therefrom. Cubewing reserve the right to refuse a sale without any obligation on our part without compensation of any kind.

(b) All deliveries of goods as specified in Cubewing’s delivery notes will be deemed to have been received by the purchaser unless written notification of non-delivery is received by Cubewing within three days of the date of delivery of the goods.

(c) It is the Purchaser’s responsibility to ensure that there is sufficient access to the Purchaser’s or End User’s premises to allow any furniture or goods ordered to be delivered in the state that it was ordered, e.g. if an item has been ordered and supplied in a pre-built state from the factory. In the event that we have to dismantle pre-built furniture to be able to deliver it, we reserve the right to make additional charges accordingly. In the event that new items or materials have to be manufactured or supplied to complete a contract because Cubewing could not gain the required access to a premises, the purchase will indemnify Cubewing against any and all losses or costs incurred.

4. OWNERSHIP OF GOODS

(a) The title and property in all goods and materials supplied by Cubewing does not pass until payment has been received by Cubewing in full (for all goods whatsoever supplied). All risk in respect of such goods passes to the purchaser at the moment of delivery to the purchaser’s designated location.

(b) Until title in furniture and goods passes, the purchaser shall hold the furniture and goods as bailee for Cubewing Systems Limited.

(c) If payment of the account is overdue (time being of the essence) or the purchaser becomes insolvent, commences winding up procedures, commits an act of bankruptcy or has a Receiver or Administrator appointed, Cubewing immediately may reclaim the goods and recover the furniture, if necessary by entering any premises either occupied or owned by the purchaser.

(d) Ownership of and property in the goods shall remain vested in Cubewing Systems Limited until the purchaser has paid all the monies owed by it to Cubewing under this or any other contract for similar goods. The purchaser shall be entitled to sell the goods for its own account in the normal course of its business provided that the proceeds of the sale of the goods to the extent of any monies due by the purchaser to Cubewing Systems Limited are held by the purchaser in trust for Cubewing Systems Limited until payment of all monies has been made in full

5. CANCELLATION / DELAY

(a) Orders cannot be cancelled except with Cubewing’s written consent and on terms which will indemnify Cubewing against all loss. If a purchaser extends or delays a contract, in whole or in part, or fails to accept delivery of any goods at the time agreed, or when notified that the goods are available to be delivered, the purchaser will be liable for any and all losses incurred by Cubewing Systems Ltd, including disruption, loss of profit, storage costs, additional transport and handling costs resulting from the purchaser’s actions.

(b) If a purchaser delays delivery in excess of 14 days from the date agreed, or when notified that the goods are available for delivery, the goods will be invoiced, and payment in full expected within the time stated on our invoice, or, if no time is stated, then within 30 days of the invoice date.

(c) Goods made to special order cannot be cancelled under any circumstances. This includes orders for items from our standard product ranges which are specifically manufactured to fulfil the demands of a particular order as well as items made to a purchaser’s specifications.

(d) Cancellations will not be accepted on the grounds of late delivery or for any other reason beyond our control.

(e) If an order for standard stock items is cancelled before the goods have been delivered (either to the purchaser or to our distribution centre), and the packaging is unopened and intact, there would be a handling charge / re-stocking charge of 20% of the retail value of the goods (N.B. this excludes all goods which are made to special order, which cannot be cancelled under any circumstances – see point 5(c) above).

(f) In other circumstances not covered in clauses 5(c) and 5(e) above, the purchaser will be charged 50% of the amount which would have been invoiced. This is to allow for any and all losses incurred by Cubewing, including (but not limited to) the additional costs listed in clause 5(a) above, For the avoidance of any doubt, once delivered, goods cannot be cancelled under any circumstances.

(g) FORCE MAJEURE: If Cubewing is unable to perform any part of the order made by the Purchaser for a reason of force majeure or any other reason outside of Cubewing’s reasonable control, Cubewing shall be entitled to charge the purchaser for any additional time, cost or expense incurred as a result thereof. Where Cubewing is unable to perform any part of the contract for any such reason for a period of more than one week, Cubewing shall be entitled to postpone our performance of the contract until such time as it is reasonably able to recommence the contract.

6. TERMINATION

In the event that a purchaser fails to observe or perform any of their obligations under the terms of the contract, we reserve the right to cancel the contract immediately by way of written notice of termination to the purchaser.

7. CONSEQUENTIAL LOSS

Cubewing shall not be liable to the purchaser by any reason of representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Cubewing or its agents or otherwise) which arise out of or in connection with the supply of the furniture and goods.

8. PRICES

We shall endeavour to maintain the prices quoted and/or detailed, but we must reserve the right to increase quoted prices according to any increases in costs which take effect between acceptance and delivery/completion of the order, or that part remaining undelivered/incomplete at the time of such increase. In the event that our quoted price includes elements of work where we have been unable, for whatever reason, to carry out a site survey, or in the event that it is necessary to carry out any work not detailed in the original quotation, we reserve the right to amend our prices accordingly. Orders placed upon a quotation which has not previously been withdrawn are subject to confirmation that Cubewing accepts the same.

9. WARRANTIES AND LIABILITY

(a) Subject to the Conditions set out below, Cubewing 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 12 months from their initial use or 12 months from delivery, whichever expires first. Any goods covered by this warranty must be returned to the premises of Cubewing or to the factory where the goods were manufactured, carriage paid, by the buyer.

(b) The above warranty is given by Cubewing subject to the following Conditions:

(i) The furniture or goods have not been subjected to any unauthorised repair or misused, abused or altered in any way whatsoever.

(ii) The furniture has been properly installed, connected and assembled (if such works were not carried out by Cubewing or an appointed representative)

(iii) Cubewing shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.

(iv) Cubewing shall be under no liability in respect of any defect in the goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the seller’s instructions (whether oral or written), misuse or alteration of the goods without Cubewing’s approval

(v) Cubewing shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.

(vi) The above warranty does not extend to parts not manufactured or supplied by Cubewing or their agents or manufacturers, in respect of which the purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Cubewing.

(c) Any claim by the purchaser which is based on any defect in the quality or condition of the goods or their failure to comply with specification shall’ (whether or not delivery is refused by the buyer) be notified to Cubewing within 3 days from the date of delivery or within a reasonable amount of time of discovery of the defect or failure. If the delivery is not refused and the buyer does not notify Cubewing accordingly, the purchaser shall not be entitled to reject the goods and Cubewing shall have no liability for such defect or failure and the purchaser shall be bound to pay the price as if the goods were delivered in accordance with the contract.

10. FINISHES

Whilst every care is taken to achieve consistency in veneer, leather and fabric finishes used in the manufacture of office furniture, variation may occur from batch to batch especially with veneers and leather, which being natural products will bear the natural characteristics of the species, with particular reference to grain, so that each piece is unique. Cubewing cannot be held responsible for exact colours and some variations must be expected in colour, grain and texture of veneer and leather finishes. All samples are supplied as a fair average of the finish specified

11. GOVERNING LAW

All our quotations shall be put forward and made in England and shall be in all respects construed and operate under English law.

TERMS AND CONDITIONS OF SALE AND SUPPLY – C.S.L. 2005 – 2018