Terms & Conditions for Furniture Sales (v2: 2022)
DEFINITIONS
1.1. “Client” means the other party to the Contract.
1.2. “Contract” means the agreement between the Client and Wagstaff, as further defined in clause 2.
1.3. “Day” means a calendar day, but excludes Good Friday, Christmas Day and bank holidays. Where an act is required to be done within a specified period or from a specified date, the period begins immediately after that date. Where any period of time is given for delivery or installation, that period shall not include the customary two week industry shut down over Christmas and New Year.
1.4. “Delivery Address” has the meaning set out in clause 6.2.
1.5. “Delivery Date” has the meaning set out in clause 6.4.
1.6. “Design Services” means any design services agreed to be performed by Wagstaff under the Contract, such as the design of interior layouts and selection of Goods for those layouts or design of bespoke items of furniture.
1.7. “Fixed Price Period” means the period stated as such in Wagstaff’s quotation. If no Fixed Price Period is stated in the quotation, then the Fixed Price Period is 30 Days.
1.8. “Goods” means the goods or products which are to be supplied to the Client by Wagstaff under the Contract.
1.9. “Insolvent” includes (i) entering administration or having an administrative receiver, receiver or manager appointed; (ii) passing a resolution for winding up without making a statutory declaration of solvency; (iii) the making of a winding up order or bankruptcy order against the relevant party; (iv) entering into an arrangement, compromise or composition in satisfaction of debts (but not a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction) or becoming subject to a moratorium under Part A1 of the Insolvency Act 1986; (v) any analogous arrangement, event or proceedings, including in any other jurisdiction.
1.10. “Price” means the amount(s) payable by the Client to Wagstaff, as set out in the Contract.
1.11. “Services” means any services ancillary to the supply of the Goods which have been agreed to be provided by Wagstaff under this Contract, including installation of the Goods at the Client’s premises or (where the context permits) Design Services.
1.12. “Terms” means these terms and conditions.
1.13. “Wagstaff” means Wagstaff Bros., Limited, a company registered in England & Wales with company number 00295393.
1.14. All notices and other communications shall be in writing and shall only be valid if given in the manner and to the address stated by the Contract. If no manner is stated then any notice or communication may be given by any effective means.
THE CONTRACT
2.1. The Client may accept Wagstaff’s quotation by signing and returning the Client Order Slip. If the Client wishes to make any changes to the quotation, it should ask Wagstaff to amend the quotation prior to acceptance.
2.2. The documents which form the Contract shall be read together and as a whole. In the event of any inconsistency or conflict between any of the documents which form the Contract, the order of priority of the documents is as follows:
2.2.1. these Terms;
2.2.2. Wagstaff’s quotation;
2.2.3. the Client’s order (but excluding the Client’s standard conditions of business if referred to within that order);
2.2.4. any other documents which form part of the Contract.
2.3. If the Contract is for the hire of Goods, then “Wagstaff Bros. Ltd Wagstaff Hire Conditions of Sale” are incorporated into this Contract and take precedence over all other documents.
THE GOODS
3.1. Wagstaff shall supply Goods which correspond in quantity, dimension and other specification(s) with the description stated in the Contract.
3.2. The Goods shall be of satisfactory quality.
3.3. The Goods shall be reasonably fit for the purposes for which goods of the same type are commonly supplied. Unless expressly agreed in writing between the parties, Wagstaff has not undertaken to advise the Client on the suitability of any Goods for any particular purposes and Wagstaff therefore does not warrant that the Goods will be fit for any specific purpose required by the Client.
3.4. The Client has reviewed the order acknowledgment and/or quotation for accuracy and completeness. The Client shall notify Wagstaff immediately if there is any inaccuracy, error or incompleteness in the order acknowledgment or quotation.
3.5. The Client acknowledges that any promotional material relating to the Goods, including that shown on any website or in any brochures or other material supplied by Wagstaff, is for general illustration only and that the actual Goods supplied may be modified or varied by reason of (a) production techniques and/or reasonable variation in the manufacturing process or (b) product development or improvement by the manufacturers. Accordingly, while the Goods will generally be in accordance with the promotional material made available to the Client, Wagstaff does not warrant that the Goods will correspond precisely with such promotional material.
3.6. The Client is asked to note that the use of terms such as “walnut”, “mahogany”, “beech”, “cherry”, “maple”, “pear”, “ash”, “rosewood”, “teak” or “oak” in promotional material may denote colour or finish only and should not be automatically interpreted as meaning that the Goods are constructed of that material. In case of any uncertainty the Client should request clarification prior to placing its order.
3.7. Wagstaff uses reasonable endeavours to ensure that promotional materials provided to the Client are accurate. However, Wagstaff does not warrant the accuracy of any information provided. Information such as weight or dimensions is approximate only and subject to a reasonable margin for manufacturing tolerance.
3.8. The Client shall provide all information reasonably requested by Wagstaff in relation to the Contract. The Client acknowledges that any delay in providing such information may affect the Delivery Date.
3.9. Wagstaff is not required to check any survey, site information or dimensions provided by the Client unless this is agreed within the Contract as being part of the Services to be provided by Wagstaff. If this does form part of the Services, then the Client shall grant Wagstaff access to the relevant premises at any reasonable time in order to carry out such surveys and measurements as may reasonably be required. Wagstaff shall have no liability in respect of any such measurement or checking exercise save to the extent that Wagstaff has failed to exercise reasonable skill and care.
SERVICES
4.1. This Section 4 applies only where Wagstaff has agreed to carry out any Services under the Contract (other than Design Services).
4.2. Wagstaff shall perform the Services at the premises agreed between the Parties using reasonable skill and care and within a reasonable time.
4.3. The Client shall grant Wagstaff safe and unobstructed access to the premises at the times required by Wagstaff to carry out the Services.
4.4. Until such time as the Services are complete, the Client shall provide at the premises:
4.4.1. a secure storage space, suitable for the storage of the Goods and any equipment or other materials required by Wagstaff to perform the Services;
4.4.2. welfare facilities for personnel attending the premises.
4.5. The Client shall provide all information reasonably required by Wagstaff in order to perform the Services. The Client warrants that it has informed Wagstaff prior to the commencement of the Services of any particular risks or features of the premises which may affect the Services. The Client is responsible for providing all relevant health and safety information regarding the premises, including fire escape routes.
4.6. The Client is responsible for ensuring that the relevant area of the premises is suitable for the Services to be carried out and has been cleared and prepared ready for the Services. If on Wagstaff attending the premises it becomes evident that the area is unsuitable or has not been cleared or prepared, then Wagstaff will be entitled to be reimbursed by the Client for its additional costs incurred as a result, including personnel time, the costs of any revisit and storage charges.
4.7. Wagstaff will take reasonable steps to protect the premises and the Client’s property at the premises from damage during the Services. However, Wagstaff is not liable for any unavoidable damage incurred as a result of the Services, and Wagstaff is not responsible for any pre-existing defects in the premises.
4.8. Wagstaff will maintain public and employer’s liability insurances during the period in which it is carrying out the Services. The Client shall ensure that the premises where the Services are carried out are fully insured on customary and usual terms prevailing for the time being in the insurance market. The Client’s insurance should also cover the value of the Goods which are at the Client’s risk once delivered to the premises (whether or not the Services have yet been fully completed). The Client will indemnify Wagstaff against any risks which are covered by that insurance (or should have been covered by that insurance, in the event that the Client is in breach of its obligations under this clause).
4.9. If within six months of the date of completion of the Services, any defects appear in the Goods, then the Client shall notify Wagstaff of the defects. Within a reasonable time of receiving the notice, Wagstaff shall attend the premises to inspect the Goods and the Services which were performed. If the Goods and/or the Services are defective by reason of any breach of this Contract, then Wagstaff will repair or replace the Goods and/or the Services without charge to the Client.
DESIGN SERVICES
5.1. This Section 5 applies only where Wagstaff has agreed to carry out Design Services under the Contract.
5.2. Wagstaff shall complete the Design Services using reasonable skill, care and diligence in accordance with the Client’s requirements for the Design Services set out in the Contract.
5.3. If the Design Services require the Client’s approval under the Contract, then Wagstaff shall prepare such drawings and other documents detailing the proposed design as may be reasonably necessary in order to enable the Contract to be fully performed (the “Design Documents”) and shall submit the Design Documents to the Client for approval.
5.4. Within 7 Days of receiving the Design Documents, the Client shall either approve the Design Documents or withhold that approval by giving a written statement as to why approval is not being given. If no response is received within 7 Days, then the Design Documents are deemed to be approved by the Client.
5.5. If the Client withholds approval of the Design Documents because Wagstaff has not complied with its obligations under clause 5.2 above, then Wagstaff will revise and re-submit the Design Documents for approval as soon as reasonably possible.
5.6. If the Client withholds approval of the Design Documents for any other reason, including because the Client wishes to change or add to its requirements for the Design Services, then this is deemed to be a change under clause 7.9 below.
DELIVERY
6.1. Wagstaff will deliver the Goods to the Delivery Address on the Delivery Date and the Client shall accept delivery.
6.2. The Delivery Address is the address specified within the Contract. If no such address is specified, then the Client shall as soon as possible specify the Delivery Address; provided that (a) the address shall be within the United Kingdom; and (b) if the Delivery Address is in the Scottish Highlands or outside the Mainland of the United Kingdom and Wagstaff incurs additional charges in making delivery, then Wagstaff will be entitled to reimbursement of those additional charges by the Client.
6.3. The Client will ensure that there is an unrestricted parking or loading area adjacent to the Delivery Address in order to enable delivery to be made by Wagstaff. If no such area is available then the Client will be required to nominate an alternative Delivery Address.
6.4. The Delivery Date is the date notified by Wagstaff to the Client for the delivery of the Goods or otherwise the date specified within the Contract. If the Delivery Date cannot be met for any reason, then Wagstaff shall make the delivery as soon as reasonably possible.
6.5. Delivery may be made in separate instalments.
6.6. Time for delivery is not of the essence of the Contract.
6.7. Wagstaff will use reasonable endeavours to deliver the Goods on the Delivery Date, but the Client acknowledges and agrees that any such date is an estimate and Wagstaff cannot accept any liability for loss, damage or expense incurred by the Client by reason of any delay to delivery. Wagstaff may amend the Delivery Date from time to time provided that it shall give the Client at least one Day’s notice.
6.8. If Wagstaff attempts to deliver the Goods to the Delivery Address and the Client does not accept delivery, then Wagstaff shall be entitled to charge the Client a reasonable sum in respect of storage costs and the costs of making a second delivery.
6.9. Unless otherwise agreed as part of the Contract, the Goods will be unloaded and delivered to the Client’s kerb side or, where possible, entry door. The Client is solely responsible for transporting the Goods into its premises, including that the Client will provide any labour and/or equipment required to safely lift and transport the Goods.
6.10. Unless otherwise agreed as part of the Contract, it is the Client’s responsibility to unpack and, if applicable, construct any items. The Client is responsible for properly disposing of any pallets or packaging left with the delivery.
6.11. Risk in the Goods shall pass to the Client immediately on delivery. Title in the Goods shall not pass until the later of (a) delivery or (b) receipt of full payment of the Price in cleared funds.
6.12. The Client irrevocably authorises Wagstaff to enter the Client’s premises during normal business hours for the purposes of taking possession of any Goods in which Wagstaff retains title.
THE PRICE AND PAYMENT
7.1. Where the Price or any element of the Price is expressed as a rate or price multiplied by a quantity, then it is remeasurable and following delivery of the Goods the Price will be recalculated by multiplying the quantity of Goods delivered by the rates and prices set out in the Contract.
7.2. Payment of the Price shall be made in instalments as follows:
7.2.1. On acceptance of Wagstaff’s quotation, an advance payment shall be immediately due.
7.2.1.1. the advance payment shall be the amount stated in the Contract, or if not so stated will be 20% of the Price as stated in the Contract.
7.2.1.2. payment of the advance payment by the Client is a condition precedent to Wagstaff’s obligations under the Contract. The Client acknowledges that Wagstaff has no obligations to perform any part of the Contract until such time as the advance payment is received and that any delay in payment may lead to a delay in delivery of the Goods.
7.2.1.3. if the Price is later reduced (whether as a result of remeasurement or a change requested by the Client), that reduction does not affect the value of the advance payment but will be applied to the later instalments payable under the Contract.
7.2.1.4. save in the circumstances stated in clause 9, under no circumstances will any refund or rebate of the advance payment be made.
7.2.2. If the Contract is for the supply of Goods only:
7.2.2.1. the balance of the Price shall be due on the date the Goods are delivered or begin to be delivered to the Delivery Address.
7.2.2.2. if the Goods are delivered in more than one delivery, then on commencement of each delivery Wagstaff may issue invoices for a pro rata portion of the balance of the Price to reflect the Goods delivered, and the amount invoiced will become due on issue of the invoice.
7.2.3. If the Contract is for the supply of Goods and Services:
7.2.3.1. the Contract will split the balance of the Price into two parts, the “Delivery Payment” and the “Installation Payment”. If the Contract does not specify the amounts of each, then the Installation Payment is 10% of the Price and the Delivery Payment is the remaining balance of the Price.
7.2.3.2. the Delivery Payment is due on the date the Goods are delivered (or begin to be delivered) to the Delivery Address. If the Goods are delivered in more than one delivery, then on commencement of each delivery Wagstaff may issue invoices for a pro rata portion of the Delivery Payment to reflect the Goods delivered, and the amount invoiced will become due on issue of the invoice.
7.2.3.3. the Installation Payment is due once the Services are complete. If there is more than one phase to the Services, then Wagstaff may issue invoices for a pro rata portion of the Installation Payment on completion of each phase of the Services.
7.3. The final date for payment is thirty Days after the date the payment became due under clause 7.2 above or the date the Client receives Wagstaff’s invoice in respect of the same, whichever is the later.
7.4. The Price is exclusive of VAT. VAT is payable in addition in accordance with statute.
7.5. The Client may not withhold or reduce payment for minor defects in the Goods or the Services.
7.6. If the Client disputes the amount invoiced by Wagstaff, that dispute must be notified in writing to Wagstaff before the final date for payment.
7.7. The Client will pay the amount of the invoice (or, if a dispute has been notified, the amount not in dispute) on or before the final date for payment.
7.8. If any amounts are not paid by the final date for payment, then:
7.8.1. simple interest shall accrue at the per annum rate of 8% above Bank of England Base Rate current at the date the payment became overdue;
7.8.2. Wagstaff may at its discretion and without incurring any liability to the Client suspend any further deliveries of Goods or performance of Services under the Contract or any other contract between the parties until such time as the overdue sums are paid, by giving a written notice to that effect to the Client.
7.9. If the Client requires:
7.9.1. any change to the specification, quantity or quality of the Goods;
7.9.2. any addition or change to the Services;
7.9.3. any material alteration to the Delivery Date or Delivery Address;
and Wagstaff agrees to accept that change, then the Price will be adjusted to reflect the change. Wagstaff will endeavour to agree the amount of the adjustment with the Client. If no agreement is reached, then Wagstaff will make such adjustment to the Price as is fair and reasonable in all the circumstances.
7.10. The Client acknowledges that if the quantity of Goods is reduced from the amount stated in the Contract, then Wagstaff may lose the benefit of efficiency savings or volume discounts and as a result, the Goods and/or Services may be more expensive to procure. Wagstaff may take account of this additional expense in calculating any adjustment to the Price under clause 7.9 above.
7.11. The rates and prices in the Price are fixed to the end of the Fixed Price Period. If, at the end of the Fixed Price Period, any Goods have not yet been delivered by Wagstaff (for any reason), then Wagstaff may at any time thereafter give the Client notice that the Price has increased and shall in that notice set out the revised rates and prices which are to be used to calculate the Price. Wagstaff will provide any details in support of the of the calculation of the revised rates and prices as are reasonably requested by the Client. If the Client does not wish to accept the increased price, then the Client may within 14 Days of receiving Wagstaff’s notice terminate Wagstaff’s engagement under clause 9.2 below; otherwise the revised rates and prices shall be used to calculate the Price from the fifteenth Day after the issue of Wagstaff’s notice.
DEFECTS, WARRANTIES AND LIABILITY
8.1. The Client shall on delivery inspect the Goods.
8.2. The Client shall notify Wagstaff within 2 Days, quoting the order/Contract number, if the Goods are defective, damaged or do not otherwise correspond to the Contract (whether in quantity description or quality). The Client must provide full details of the defect and shall provide any further information reasonably requested by Wagstaff, including photographic images. The Client is otherwise deemed to have accepted the Goods.
8.3. Wagstaff will either collect the Goods or will give the Client directions as to how to return the Goods. The Client must not attempt to return any Goods without first contacting Wagstaff and obtaining Wagstaff’s directions as to how and where the Goods are to be returned. This is because Goods may have been dispatched from separate locations or direct from the manufacturer. If the Client attempts to return Goods without obtaining the correct address from Wagstaff, or fails to include important information such as a return note with the Goods, this may lead to the return being delayed or Goods becoming lost.
8.4. Minor or trivial imperfections and variations which are a reasonable artifact of the manufacturing process are not considered to be defects.
8.5. Provided that the Client has given notice within 2 Days of delivery, Wagstaff will repair or replace any Goods which are defective or faulty.
8.6. If the Client returns Goods as defective for repair or replacement and on inspection the Goods are free of defect, then Wagstaff reserves the right to charge the Client its reasonable costs incurred as a result (including collection costs and a reasonable amount for servicing the Goods and/or any restocking charges, or the costs of disposal of the Goods if the Goods are no longer suitable for sale).
8.7. For the avoidance of doubt, Wagstaff is not liable for any of the following, which are not “defects” in the Goods:
8.7.1. wear and tear;
8.7.2. acts of the Client or any third party, including any damage or defect which is caused or contributed to by any alteration, method of storage, installation works, accidents, or improper use or misuse;
8.7.3. failure to comply with any operating or maintenance instructions supplied with the Goods.
8.8. Wagstaff will use all reasonable endeavours to procure for the benefit of the Client any product or manufacturer’s warranties or guarantees (“Warranties”) which are available from the supplier or manufacturer of the Goods.
8.9. Wagstaff is not liable for any delay in performing the Contract or any failure to perform the Contract that is caused by any event outside Wagstaff’s reasonable control (including, but not limited to, strikes, lock-outs, industrial action, fire, storm, flood, any occurrence of pandemic or epidemic disease and/or other natural disasters, changes in the law or acts of any local or national government bodies, the effects of the United Kingdom leaving the European Union, the outbreak of war or hostilities, or the insolvency of any suppliers or manufacturers of the Goods).
8.10. Wagstaff has no liability to the Client for any indirect or pure economic loss, including but not limited to loss of production, loss of profit, loss of business or any consequential loss or damage arising under or in connection with the Goods.
8.11. No action or proceedings for any breach of the Contract may be commenced against Wagstaff after the expiry of the period of twelve (12) months from the later of (i) the last delivery of Goods under the Contract; and (ii) completion of the Services.
8.12. Nothing in this clause excludes or restricts any liability which Wagstaff may have for death or personal injury resulting from its own negligence, fraud, fraudulent misrepresentation, or any other liability which may not be excluded by law.
8.13. Save as aforesaid, Wagstaff’s liability under or in connection with the Contract (whether arising by breach of contract, in tort (including negligence), by breach of statutory duty or by any other default) shall be limited to an aggregate sum equivalent to the Price or £1,000 (whichever is the greater).
TERMINATION, RETURNS AND REFUNDS
9.1. If:
9.1.1. within 30 Days of the Delivery Date (or within 60 Days of Wagstaff’s receipt of the advance payment, if there is no Delivery Date), Wagstaff has without good reason failed to deliver the Goods, then the Client may give Wagstaff a written notice requiring Wagstaff to make delivery; and if within 30 Days of that further notice, Wagstaff still has not made delivery; or
9.1.2. Wagstaff becomes Insolvent;
then the Client may by written notice terminate Wagstaff’s engagement under the Contract and:
9.1.3. Wagstaff shall refund the advance payment to the Client; but
9.1.4. if delivery of the Goods is by instalments, such termination and refund shall only apply to the instalments which have not been delivered at the date of the termination;
9.1.5. if the Client has not yet paid the balance of the Price in respect of any Goods which have been delivered, then Wagstaff may set off the portion of the advance payment which would otherwise by refundable against the sums owed by the Client. The Client shall remain liable to pay any balance which is outstanding after the set-off has been applied.
Wagstaff shall have no other liability to the Client in respect of the termination.
9.2. Wagstaff may terminate its engagement under the Contract by written notice to the Client if:
9.2.1. the Client is in default of the agreed payment terms under this or any other Contract between the Client and Wagstaff and fails to make good that default within fourteen Days of a written notice from Wagstaff identifying the outstanding monies and requiring their payment;
9.2.2. the Client refuses delivery at the Delivery Address and fails to make any arrangements to accept a re-delivery within 14 Days of a notice from Wagstaff requiring that it do so;
9.2.3. the Client is Insolvent.
If Wagstaff terminates under this clause, or if the Client decides not to accept a price increase after the end of the Fixed Price Period in accordance with clause 7.11 above, the Wagstaff will be entitled to be paid:
9.2.4 such proportion of the Price as is fair and reasonable to reflect any Goods delivered or Services performed by Wagstaff up to the date of termination;
9.2.5 in addition, any reasonable costs incurred by Wagstaff in anticipation of the full performance of the Contract or as a result of the termination, including its internal staff costs and any supplier cancellation or re-stocking charges.
Wagstaff will calculate the costs and expenses and notify the Client of the amount due within a reasonable time of termination. If an advance payment has been made prior to termination then:
9.2.6 if the amount due exceeds the advance payment, then the Client will pay the balance to Wagstaff, within 30 Days of receiving Wagstaff’s notice;
9.2.7 if the amount due is less than the amount of the advance payment, then Wagstaff will refund the balance to the Client.
9.3. If the Contract cannot be performed for any reason outside Wagstaff’s reasonable control (including but not limited to the circumstances referred to in clause 8.9 above), then Wagstaff may by notice to the Client terminate its engagement under the Contract. The Client’s sole entitlement is to a refund of the advance payment. If the Contract has been partially performed at the date of termination, the refund will be of a reasonable proportion of the advance payment.
9.4. Termination shall not otherwise affect any accrued rights and remedies of either Party.
LAW, DISPUTE RESOLUTION AND OTHER MATTERS
10.1. The Client may not assign any right or benefit under this Contract, without the prior written consent of Wagstaff.
10.2. The Client warrants that it enters the Contract in the course of its business, trade, craft or profession and that it is not a “consumer” (as defined by the Consumer Rights Act 2015).
10.3. It is not intended that any person other than Wagstaff and the Client have any rights under this Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.4. In these Conditions, headings are for convenience only and shall not affect the interpretation thereof.
10.5. Should any part of this Contract be found to be illegal, unenforceable and/or otherwise invalid, that part shall be deemed severed and deleted, and the remaining part of the Contract shall remain enforceable and of full force and effect.
10.6. As between the Client and Wagstaff, copyright and all intellectual property rights in the Goods, any promotional material, any operating and maintenance instructions or any other documents or information shall remain vested in Wagstaff. The Client is granted a limited licence of such intellectual property rights solely for the purposes of purchasing, using, maintaining and disposing of the Goods.
10.7. The Contract will be governed by and construed in accordance with the law of England.
10.8. If any dispute or difference arises under or in connection with this Contract (a “Dispute”) it shall be referred to arbitration by a single arbitrator. The seat of the arbitration shall be London and the arbitration shall be conducted in accordance with the Construction Industry Model Arbitration Rules (CIMAR) current at the date the Contract was entered into. The arbitrator shall be the person agreed between the parties. If the parties have not agreed upon an arbitrator within 14 Days of the date the notice of arbitration was served, then either party may apply to the President or a Deputy President for the time being of the Chartered Institute of Arbitrator for the appointment of an arbitrator.
Registered in England, Registration Number 295393 Vat Number 244 0195 85
Registered Office Wagstaff Bros. Ltd trading as Wagstaff Interiors Group 9 Brewhouse Yard, Clerkenwell, London EC1V 4JR
Subject to Wagstaff standard terms and conditions E&O, E
Please note we recommend you adhere to the following, either through Wagstaff or a third party; British Standards Electrical Testing (per workstation) (to standard BS 6396: 1995 Specification for electrical systems in office furniture and office screens)
Price available on request dependent upon site survey.
Wagstaff will exercise its statutory right to claim interest and compensation for debt recovery costs under late payment legislation if not paid according to agreed terms.
Standard manufacturers lead times apply. To be confirmed with order acknowledgement.
**Please note that during Summer and Christmas periods, lead time may be extended**