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Terms & Conditions

 

PATTRN WORKSPACE LIMITED

STANDARD TERMS AND CONDITIONS OF SALE AND SUPPLY OF SERVICES

 

1. DEFINITIONS

‘Business Day’ shall mean a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business, between the hours of 8:30am – 5:30pm.

‘Buyer’ shall mean the person, firm or company purchasing or offering to purchase Goods and/or Services from the Seller.

‘Conditions’ shall mean the terms and conditions set out in this document and as amended from time to time.

‘Contract’ shall mean the contract between the Seller and the Buyer for the sale and purchase of the Goods and/or the supply of the Services in accordance with these Conditions.

‘Force Majeure Event’ shall have the meaning set out in clause 18.

‘Goods’ shall mean the goods/products sold under a Contract, between the Seller and the Buyer.

‘Order’ shall mean the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s order form.

‘Seller’ shall mean Pattrn Workspace Limited registered in England and Wales with company number 14574455.

‘Services’ shall mean the services supplied by the Seller to relation to the installation of the Goods at the Buyer’s premises.

 

2. GENERAL 

  • The Conditions set out in this document shall apply to every Contract entered into by the Seller and the Buyer for the sale and purchase of Goods and/or Services unless a variation thereto is agreed in writing by the Seller. These Conditions shall apply notwithstanding any terms and conditions of the Buyer.
  • The Seller may, at its discretion add, vary or withdraw products listed in its catalogue, price lists, advertisements or any other literature, at any time without notice.
  • The Seller reserves the right to change any specification (without detracting from the quality or performance) of the Goods ordered.
  • All Goods and Services are subject to availability.

 

3. FORMATION OF CONTRACT

  • The Contract shall be formed by the Seller’s acceptance of an Order placed by the Buyer for the Goods.
  • The Seller’s acceptance of any Order shall be subject to these Terms and Conditions of Sale which shall override any terms, conditions or stipulations whether referred to in the Buyer’s order’ or in any other document issued by the Buyer; or in any other communication (written or oral) between the parties, unless agreed in writing by the Seller.
  • The Seller may at its discretion add, vary or withdraw products listed in its catalogue, price lists, advertisements or any other literature, at any time without notice.

 

4. BASIS OF CONTRACT

  • The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions.
  • The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
  • These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract, unless agreed in writing by the Seller.
  • Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services issued or published are for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

 

5. ORDERS

The Buyer shall be solely responsible for the accuracy of all orders and if accompanying Services are required with the supply of Goods, the Buyer shall give clear instructions and shall not rely on the knowledge, skill and judgement of the Seller.

 

6. DELIVERY OF GOODS

  • The Seller shall deliver the Goods to the location specified by the Buyer in the Contract or such other location as the parties may agree at any time after the Seller notifies the Buyer that the Goods are ready.
  • Delivery of the Goods shall take place on the Goods’ arrival at the agreed location.
  • The Seller will endeavour to adhere to any agreed delivery date, but any specified date/time is an approximation only and does not form part of the Contract. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with accurate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • If upon delivery only part of an order can be fulfilled, the Seller shall advise the Buyer which of the Goods supplied are temporarily unavailable. Orders for Goods that are temporarily unavailable will be fulfilled by the Seller as and when the Goods are available.
  • If the Seller fails to deliver the Goods, its liability shall be limited to the reasonable costs and expenses incurred by the Buyer in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • If the Buyer fails to accept or take delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Seller ‘s failure to comply with its obligations under the Contract in respect of the Goods:

6.6.1     delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and

6.6.2     the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

6.7           If six Business Days after the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.

6.8           The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

 

7. QUALITY OF GOODS

7.1           The Seller warrants that on delivery the Goods shall:

7.1.1     conform with their description;

7.1.2     be free from material defects in design, material and workmanship;

7.2           The Buyer shall inspect the Goods immediately on delivery and no claim for shortages or errors in delivery which would be evident on inspection will be considered unless the Seller is notified quoting the delivery note or invoice number within three Business Days after the date of delivery.

7.3           Subject to clause 7.4, if:

7.3.1     the Seller is given a reasonable opportunity of examining such Goods; and

7.3.2    the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost,

7.3.3    the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

7.4           The Seller shall not be liable for the Goods’ failure to comply with the warranty in clause 7.1 if:

7.4.1    the Buyer makes any further use of such Goods after giving a notice in accordance with clause 7.2;

7.4.2     the defect arises because the Buyer failed to follow the Seller’s or the manufacturers oral or written instructions as to the storage, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

7.4.3    the Buyer alters or repairs such Goods without the written consent of the Seller;

7.4.4    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

7.4.5    the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

7.5           Except as provided in this clause 7, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.

7.6           The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 6.3.

 

8. SUPPLY OF SERVICES

8.1           The Seller will endeavour to adhere to any agreed performance date for the Services, but any specified date/time is an approximation only and does not form part of the Contract.

8.2           The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.

8.3           The Seller warrants to the Buyer that the Services will be provided using reasonable care and skill.

 

9. PRICE AND PAYMENT

  • The price for the Goods shall be the price agreed between the Seller and the Buyer in the Contract. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Buyer when it pays for the Goods.
  • The Seller’s published prices for the Goods are exclusive of VAT or any similar tax or duty which may be imposed in respect of the sale of Goods.
  • In respect of Goods, the Seller shall invoice the Buyer on or at any time after acceptance of the Order and shall be payable in full prior to delivery. In respect of the provision of the Services, the Seller shall invoice the Buyer and such invoice shall be paid in accordance with the Contract.
  • The Buyer shall pay each invoice submitted by the Seller:

9.4.1    within 14 days of the date of the invoice, or as per the due date set out in the invoice; and

9.4.2     in full and in cleared funds to a bank account nominated in writing by the Seller, and

time for payment shall be of the essence of the Contract.

  • Failure by the Buyer to make payment to the Seller by the due date shall entitle the Seller to:

9.5.1.    cancel or suspend all trading arrangements with the Buyer; and/or

9.4.2.    charge interest which shall accrue on a daily basis on any outstanding sums at the rate of 4% per annum above the Bank of England’s base rate from time to time; and/or

9.4.3.   recover from the Buyer on an indemnity basis as part of the debt any costs incurred in collecting the debt including legal costs; and/or

9.4.4.    enter any premises in which the Buyer is trading or operating at the time and to seize and remove any goods for which payment has not been received.

 

10. CANCELLATION OF ORDERS

Cancellations or deferments of orders are at the discretion of the Seller, and may be allowed up to 48 hours following the date the order is placed by the Buyer, such notice to be confirmed in writing immediately. The Seller reserves the right to charge any additional costs incurred as a result of the cancellation.

 

11. RETURNS

  • Goods shall not be returned by the Buyer without prior agreement of the Seller. The Seller reserves the right to charge an administrative fee on returned goods.
  • Any Goods returned must be in original packaging and in a resaleable condition.
  • Customised Goods are non-returnable unless the Seller agrees otherwise; in which case, special return procedures and administration costs may be imposed by the Seller. This Clause 11 does not apply to defective Goods.

 

12. LIMITATION OF LIABILITY

  • Nothing in these Conditions shall limit or exclude the Seller’s liability for:

12.1.1  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

12.1.2   fraud or fraudulent misrepresentation.

  • Subject to clause 12.1:

12.2.1   the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

12.2.2   the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

 

13. RISK AND TITLE

  • Risk in the goods shall pass to the Buyer on delivery. The Seller shall not be liable for any loss of or any damage to the goods occurring after delivery.
  • Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:

13.2.1   the Goods; and

13.2.2   any other goods or services that the Seller has supplied to the Buyer in respect of which payment has become due.

  • Until title to the Goods has passed to the Buyer, the Buyer shall:

13.2.1     hold the Goods on a fiduciary basis as the Seller’s bailee;

13.2.2     store the Goods separately from all other Goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

13.2.3     not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

13.2.4     maintain that Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

13.2.5     notify the Seller immediately if it becomes subject to any of the events listed in clause 13;

13.2.6     give the Seller such information relating to the Goods as the Seller may require from time to time;

but the Buyer may use the Goods in the ordinary course of its business.

  • If before title to the Goods passes to the Buyer and the Buyer becomes subject to any of the events listed in clause 13, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

 

14. BUYERS INSOLVENCY

  • This clause applies if:

14.1.1   the Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purpose of amalgamation re reconstruction); or

14.1.2  an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or

14.1.3  the Buyer ceases or threatens to cease carrying on business or suspends or threatens to suspend payment of debts as they fall due; or

14.1.4   the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

  • If this clause applies then without prejudice to any other rights or remedies available to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered and not paid for the price shall become immediately due and payable notwithstanding any prior agreement or arrangements to the contrary.

 

15. CONFIDENTIALITY

Neither party shall use or disclose the other party’s confidential information for any purpose other than to perform its obligations under the Contract

 

16. BUYERS INDEMNITY OF SELLER

The Buyer shall indemnify the Seller against any loss liability or expenses of any kind suffered by the Seller resulting from any third party claims whether contractual or tortious statutory or otherwise against the Seller in connection with the Goods.

 

17. SELLER LOSSES

The Seller accepts no liability whatsoever for any loss or damage whether consequential or direct suffered by or occasioned to the Buyer the employees or any agents of the Buyer or any third party which may arise after delivery of the Goods to the Buyer.

 

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

 

19. ASSIGNMENT

    • The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
    • The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

 

20. NOTICES

Notices shall be served by first class post on either the registered offices or the principal place of business of the parties.

 

21. WAIVER

Failure by the Seller to enforce any Condition or seek remedy of any breach by the Buyer shall not be construed as a waiver of the Seller’s rights to enforce the Contract and seek remedy for the subsequent breach.

 

22. GOVERNING LAW AND JURISDICTION

The contract between the Seller and the Buyer shall be governed by the laws of England and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).