Terms & Conditions.

Five Interiors Ltd Customer Standard Terms and Conditions for Goods and Services Sold

Definitions.

In these Conditions, the following definitions apply:

Conditions:

The terms and conditions set out in this document.

Company:

FIVE Interiors Ltd is a limited liability company registered in England and Wales with registered number 3198911 and its registered office at 3rd Floor, 45 Albemarle Street, Mayfair, London W1S 4JL, United Kingdom.

Contract:

The contract between the Company and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.

Buyer:

The person or firm who purchases the Goods from the Company.

Goods:

The goods (or any part of them) set out in the Order.

  1. All quotations and orders shall be subject to the terms and conditions of sale which follow and to the exclusion of all guarantees, conditions and warranties (including any as to the quality of fitness of any particular purpose) whether express or implied by statute or common law or otherwise notwithstanding that such purpose may be known or may be known to the Seller.
  1. No addition to or variation from such terms and conditions shall have effect unless such variation or addition is expressly accepted by us in writing.
  1. Cancellation of orders can only be accepted by agreement in writing and a reasonable charge may be made.
  1. Whilst the Seller will do all within in its power to meet delivery dates the Seller shall be under no liability whatsoever for delay in estimated delivery times or failure to deliver for any cause or from any loss or damage arising there from.
  1. Delivery of part of the goods shall be good delivery and payment is due pro rata to total price. Any time or date for delivery named by Seller is an estimate only and the Seller shall not be liable for consequences of any delay.
  2. Should the Buyer be unable to accept goods for any reason or the Seller be unable to deliver due to an error in or inadequate delivery instructions the Seller may cancel and/ or charge any additional cost incurred.
  1. Notification of damage to goods must be made by the Buyer within three days of their delivery.
  1. Any query on any invoice related to non-delivery must be made in writing by the Buyer within seven days of the date of invoice.

9.1           The Goods shall be at the Buyer’s risk as from delivery.

9.2           In spite of delivery having been made property in the Goods shall not pass from the Seller until:

9.2.1        the Buyer shall have paid the price plus VAT in full: and

9.2.2        no other sums whatever shall be due from the Buyer to the Seller.

9.3           Until property (the Goods) passes to the buyer in accordance with Clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

9.4           Notwithstanding that the goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid Into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

9.5           The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that the property in any of the Goods has not passed from the Seller.

9.6           Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On making such request the rights of the Buyer under Clause 9.4 shall cease.

9.7           The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.8           The Buyer shall insure and keep insured the Goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the Goods passes to the Seller, and shall whenever requested by the Seller produce a copy of the Policy of Insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.9           The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the companies Act 2006. Without prejudice to the other rights of the Seller if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

10.           The Seller retains the right to amend or withdraw credit at its complete discretion and without prior notice.

11.            Payment in full shall be made before the end of the month following the date of invoice unless otherwise agreed in writing prior to the end of month in question. Goods will be invoiced at prices ruling at the date of delivery.

12.            In the event of any claim the Seller’s liability shall in no circumstances exceed the invoice price of the defective article(s).

13.            No liability for any resultant loss or damage whatsoever, direct or indirect of any nature will be accepted by the Seller.

  1.        Contract may be subject to cancellation by the Seller owing to an Act of God, force majeure or other cause beyond the control of the seller.
  1.         Shortages and damages must be notified to the Seller and carrier within three days of delivery in writing otherwise no claim can be considered.
  1.         All contracts shall be governed by the law of England and Wales and no condition herein shall prejudice any statutory rights of the Buyer or the Seller.
  1.         The Seller shall not be liable for any consequential or indirect damage arising out of any breach of this Contract.
  1.         The Seller is entitled to dispose of any tooling that has not been used by the Buyer after two years.
  1.          The Seller may from time to time make changes in the material specification of the goods at its complete discretion and without prior notice.
  1.         This contract constitutes the entire terms of the Agreement between the parties and cannot be varied except in writing and signed by the parties.

 

Five Interiors Ltd Subcontract Order Standard Terms and Conditions for Goods and Services

  1. Definitions The following words bear the following meanings in these Terms.

Deliverables – all documents, products and materials created or modified by the Supplier as part of, or in connection with, the Services in any form or format whatsoever.

Delivery – the time that the Goods have been unloaded at the address specified by Five for delivery and accepted by Five. Fees – the sums payable by Five to the Supplier in respect of the Services (exclusive of VAT), as set out in an applicable Purchase Order.

Five – the party receiving the Goods and/or Services under these Terms being Five Interiors Limited (a company incorporated and registered in England and Wales with company number 03198911 and registered at [FIVE INTERIORS, 3rd Floor, 45 Albemarle Street, Mayfair, London W1S 4JL] Goods – all goods supplied to Five on these Terms, which may be described in a Purchase Order.

IPR – all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing of, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Main Contract – the Form of Contract and associated terms and conditions under which Five are engaged.

Price – the sums payable by Five to the Supplier in respect of the Goods (exclusive of VAT), as set out in an applicable purchase order.

Purchase Order – a purchase order for Goods and/or Services between Five and the Supplier which shall be subject to, and may be annexed to, these Terms. Services – the services to be provided by the Supplier under these Terms, as may be set out in a Purchase Order, together with all other services which the Supplier agrees to provide and Five takes from the Supplier from time to time which are not specifically stated to be subject to a separate agreement.

Supplier – the entity supplying Goods and/or Services to Five on these Terms. Terms – these terms and conditions.

  1. Scope

2.1 These Terms apply to the supply of all goods and services by the Supplier to Five to the exclusion of all other terms.

2.2 Each Purchase Order shall form a separate contract between Five and the Supplier in respect of the Goods and /or Services ordered.

2.3 These Terms prevail over any contrary or inconsistent terms in any Purchase Order.

  1. Supplier’s Obligations

3.1 The Supplier shall supply the services in accordance with good industry practice and using reasonable skill and care and shall allocate sufficient resources to the Services to enable it to comply with this obligation.

3.2 The Supplier shall (a) ensure that the Services and any Deliverables conform to any specification agreed between the parties and all applicable industry and legal standards; (b) co-operate with Five in all matters relating to the Services and follow Five’s reasonable instructions; and (c) observe all health and safety rules and regulations and any other reasonable security requirements that apply where the Services are to take place and notify Five as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services.

3.3 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.

3.4 The Supplier shall meet, and time is of the essence as to, any milestones for the Services or delivery date for Goods which are specified in a Purchase Order (or otherwise agreed between the parties in writing).

3.5 The Supplier will ensure at all times it has and maintains all the licences, permissions, authorisations and consents necessary to carry out its obligations under these Terms and provide evidence on request.

3.6 The Supplier shall provide the Services and/or deliver the Goods to the address agreed between the parties in the Purchase Order (or otherwise agreed). The Supplier may not deliver the Goods in instalments unless specifically agreed in writing with Five.

3.7 The Supplier warrants that the Goods will conform in all material respects to their specification and description, will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), will be fit for the purpose supplied and will be free from any material defect for the period of 12 months from the date of delivery and will pass on any manufacturer’s warranty to Five.

3.8 The Supplier shall permit Five to inspect and test the Goods at any time prior to Delivery and in the event that Five reasonably considers there to be any non-conformity with the specification or description Five may either reject the Goods (or any part of them) or may require the Supplier to take such remedial action as is necessary to ensure compliance, at no additional cost to Five.

This shall be without prejudice to any other of Five’s rights under these Terms.

3.9 For the duration of the relationship between the parties and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Goods and /or Services and shall, on Five’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

3.10 The risk and title in all Goods will pass to Five upon Delivery.

3.11 Where the Supplier is providing Services, it may appoint any of its staff or work force to provide the Services, unless expressly agreed otherwise with Five. Five may require individuals providing Services to enter into direct undertakings with Five with regards to confidentiality and intellectual property rights.

3.12 The Supplier may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place it in a conflict of interest with Five during the continuance of these Terms.

3.13 In the event that the Supplier recommends Five to any customer or third party and referral fees are paid by Five to the Supplier in consideration of such referral; then the Supplier shall be responsible for notifying the customer or third party of the referral arrangement and both parties shall ensure that they comply with all applicable laws and regulations relating to anti-bribery and anti corruption including, but not limited to, the Bribery Act 2010. For the avoidance of any doubt, nothing in this clause

3.13 shall oblige either party to pay referral fees.

3.14 In the event that the Services include design works, Five may notify the Supplier in writing of any additional terms contained within its contract with the end user which it requires the Supplier to comply with.

All such additional terms shall be deemed to be incorporated into these Terms and the Supplier shall provide the Services in accordance with those additional terms.

  1. Five Obligations

4.1 Five shall provide the Supplier with reasonable access at reasonable times to the premises where the Services are to be provided for the purposes of the provision of the Services.

4.2 Five shall co-operate with the Supplier in all matters relating to the Goods and /or Services and provide such information as the Supplier may reasonably request in order to carry out the Services and deliver the Goods in a timely manner.

  1. Charges and Payment

5.1 In consideration of the provision of the Services by the Supplier, Five shall pay the Fees, and any other charges agreed between the parties from time to time in writing.

5.2 Five shall pay the Price in consideration of the supply of the Goods.

The Price shall be inclusive of the costs of packaging, insurance and carriage unless otherwise expressly agreed in writing.

5.3 The Supplier may invoice Five for the Fees following completion of the Services and for the Fees following delivery of the Goods unless the parties otherwise agree in writing.

5.4 Five shall pay each undisputed invoice which is properly due and submitted to it by the Supplier, within 30 days, by bank transfer the Supplier’s nominated bank account.

5.5 The Supplier shall be fully responsible for and shall indemnify Five in respect of any income tax, national insurance contributions, social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of Services