SM LONDON

Terms & conditions

 

Version 3, Updated Sep. 2020

If you are a consumer (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) we recognise that you may have additional rights under statute and confirm your statutory rights are not affected by these terms.

 

1.Definitions and Interpretations

1.1In these terms “we” or “us” means the member company of Sofa & More specified in the contract for the sale of goods and/or services to you; “you” means the person, firm or company who purchases the goods and/or services from us; and “our” and “your” shall be construed accordingly and “contract” means any order which has been accepted by us.

1.2References to any statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted and (iii) any provision which subsequently supersedes or re-enacts it.

 

2.Application of Terms

2.1These terms apply to all sales of goods and/or services by us to the exclusion of all other terms (including any which you purport to apply) unless expressly agreed in writing in advance by one our Directors.

2.2Each order or acceptance of a quotation for goods and/or services by you shall be deemed to be an offer by you to buy goods and/or services subject to these terms. No order or acceptance of a quotation by you shall be deemed to be accepted by us until written confirmation of order is issued by us or (if earlier) we begin to process your order. We shall be entitled to withdraw any quotation at any time (whether or not already accepted by you).

2.3You acknowledge that you have not relied on any statement or representation made or given on our behalf. Any estimate of quantities needed, advice as to the suitability of any goods for a particular purpose and any plan or measurement given by us is given for guidance only (based on your information) and without liability on our part. No allowance is made by us for additional materials, wastage or installation. You must satisfy yourself that all goods and/or services ordered are correct.

2.4Any typographical error or clerical omission in any sales literature, quotation, price list or other document issues by us may be corrected without liability on our part.

 

3.Description of Goods

3.1The quantity and description of the goods are set out in our quotation or confirmation of order. We may supply goods in either metric or imperial sizes in the nearest equivalent measure and goods may be charged in metric allowing for conversion.

3.2All samples, drawings, descriptive matter, specifications and advertising are issued or published for the sole purpose of giving an approximate idea of the described goods. They shall not form part of the contract and this is not a sale by sample. Each order shall be considered a separate order and we are unable to guarantee that further orders for the same goods will match the previous order.

3.3Where fine or special tolerances are required in the goods supplied beyond those generally accepted in the building trade, no liability shall attach to us unless such tolerances are notified in writing to us at the time of order and we have acknowledged in writing that we are prepared to accept such order.

 

4.Fabrics and Samples

4.1When supplying your own fabric, all liability pertaining to the suitability of the fabric rests with you.

4.2We can provide information on whether a fabric meets UK fire regulations and/or if a cat 5 interliner may be used.

4.3Unless given specific instructions by you about the direction in which to run the fabric we shall always use our best instincts and accept no liability if no instruction was proffered .

4.4Failure to provide all fabrics for your order in a timely manner will cause delays in manufacturing the product. All delivery estimates are from when we have receipt of all the fabrics for all items on the order.

4.5All SM wooden colour finishes are handmade. Due to the natural variations which may occur in veneers and solid wood, i.e. grain texture and colour, there will be no guarantee in regards to the exact matched samples.

4.6Due to the natural characteristics of wood, there maybe slight variations in colour and size which may occur in batches. Further causes of the variations may be due to the exposure of various forms of light.

4.7All the stockroom and showroom items sold off shelves are to be considered “sold as seen”. All these items are non refundable and non exchangeable.

5.Bespoke or One-off goods

5.1Due to copyright laws all bespoke pieces we are requested to produce will vary from the original inspiration. We make an interpretation of the source product and then manufacture a unique piece to the best of our ability. We assume no liability for differences in construction and comfort.

5.2Due to the copyright laws, we do not guarantee that third party designs can be perfectly copied or matched as per customer’s request.

5.3All the bespoke products are made as per client order under client specifications, technical drawings and/or agreements.

 

6.Delivery of Goods

6.1Delivery shall occur when you take possession of the goods on collection or (where we agree to deliver) when the goods are ready for unloading at the delivery address.

6.2You have 6 months to claim your goods, after the 6 months period we have full right on the products and we can scrap or resell the items unless special terms have been agreed otherwise.

6.3Any dates and times we specify for delivery of the goods are an estimate. We shall not be liable to you if we do not deliver on or any particular date or time. Time for delivery shall not be made of the essence by notice.

6.4You must allow a tolerance of up to 3mm on all the furniture item goods.

6.5You must allow a tolerance of up to 2cm of all the upholstery item goods.

6.6Once payment of the goods is made, our terms and conditions automatically take effect on any of our services.

6.7Should our services involve storage of the items ordered for sale, we have the right to charge storage fees after 2 weeks of the item being ready for delivery.

6.8If you fail to accept delivery of any goods when they are ready for delivery, or we are unable to deliver the goods because you have not provided appropriate instructions (i.e. Access restrictions), documents or consents risk in the goods shall pass to you. We may store such goods until delivery can be arranged and you shall be liable for all related costs and expenses arising from such non-delivery including transport and storage costs. If you fail to accept delivery of the goods within 6 months of the date of contract, we may sell or dispose of those goods (whether or not you have paid for them). Storage or disposal costs shall be recoverable from you. Any net proceeds of any sale shall be held on trust for you.

6.9We will deliver to site, provided that there is a suitable road to the point where delivery is requested. If no such road exists delivery will be made to the nearest point at which, in the driver’s opinion, the vehicle can safely and lawfully unload. We may charge you an additional fee if you delay in taking delivery of the goods when tendered. If any goods, packaging or container has been delivered and deposited, whether on the public highway or elsewhere, you shall be responsible for all steps that need to be taken for the protection of persons or property in relation to such goods, packaging or containers and shall indemnify us in respect of all or any costs, claims, losses or expenses which we may incur as a result of such delivery.

6.10We shall not be liable for any shortages in quantity delivered unless you give written notice to us of such shortages within two working days of delivery. In any event our liability shall be limited to making good the shortfall (at our opinion) issuing a credit or refund at the pro rate contract rate against any invoice raised for such goods.

6.11We may deliver the goods by separate instalments. Each instalment shall be a separate contract and cancellation or termination of one instalment shall not entitle you to cancel any other instalment.

6.12Any query about delivery shall be made as soon as possible and in any event within twenty eight days of the date when the goods would in the ordinary course of events have been delivered else the goods shall be deemed to have been delivered in accordance with the contract.

6.13We shall not be responsible for taking back any non-chargeable packaging/pallets.

6.14We will not attempt delivery should we feel there is not sufficient access, for example if there is no access of building, corridors, doors, stairs and room. In these incidences, where possible, the goods will be returned to the factory to be modified in such a way as to allow them to fit. You will be liable for the costs associated with the modification and transport.

6.15Where we need to attach furniture to the wall we will ask you to sign a waiver that the wall is of suitable material and free from electrical cables, gas or water pipes.

7.Risk and Ownership of Goods

7.1The goods are at your risk from the time of delivery or deemed delivery.

7.2We shall not be liable for damages to items collected from our premises (including but not limited to our warehouse, showroom, or factory) after the time of collection. Once the buyer, or his agent or a third party instructed, directly or indirectly, collects the item, the buyer will bear full responsibility for it, including but not limited to the full risks of its transportation.

7.3Ownership of the goods shall not pass to you until we have received in full (in cleared funds) all sums due to us in respect of the goods and all other sums which are or become due to us from you on any account.

7.4Until ownership of the goods has passed to you, you shall hold the goods on a fiduciary basis as our bailee and store the goods (at no cost to us) in satisfactory condition and in such a way that they remain readily identifiable as our property and you shall tell us immediately where the goods are situated.

7.5Subject to 7.5, you may resell the goods before ownership has passed to you provided that any sale shall be effected in the ordinary course of your business at full market value and you shall deal as principal; you shall hold all proceeds of sale on trust for us and assign to us all rights and claims which you may have against your customer arising from such sales until full payment is made.

7.6Your right to possession of, and authority to sell the goods shall terminate immediately (and you shall immediately deliver the goods to us at your cost and risk) if we notify you to such effect or on the happening of any event set out in 12.3(i)-(ix) (whichever is earlier) and you shall immediately notify us in writing upon the happening of any such event.

7.7You grant to us and our agents an irrevocable licence at any time to enter any premises (withand without vehicles) where the goods are or may be stored in order to inspect them or, where your right to possession has terminated, to recover them.

7.8Where we are unable to determine whether any goods are the goods in respect of which your right to possession has terminated, you shall be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.

8.Provision of Services

8.1Where the goods supplied include services by us, our agents or subcontractors, you shall (where necessary) allow us safe and reasonable access to the site within our normal working hours to carry out the services.

8.2The price quoted for such services assumed that:(a)the site is ready and suitable for the services to commence at the agreed time; (b) the services are to be carried out within our normal working hours; (c) suitable site access is available at all times; and (d) adequate mechanical lifting equipment is provided by you in the event that the services are to be carried out above Third Floor.

8.3If any of these assumptions proves incorrect, we shall be entitled to vary the price.

8.4You shall provide a safe environment and all necessary consents, information, and resources for us, our agents and subcontractors to carry out the services.

8.5In relation to any installation services, you are responsible for insuring the goods (whether before or after installation) and shall notify your insurers that we will be carrying out such services on site. You must protect carpets, furniture and all other items.

8.6Any dates and times we specify for commencement and completion of the services are an estimate. We shall not be liable if we do not carry out the services on or at any particular date or time. Time for performance shall not be made if the essence by notice.

8.7If we provide design services, all copyright and other intellectual property rights created, developed or used shall remain the sole property of us or our licensors.

 

9.Price and Additional Charges

9.1Unless we otherwise agree in writing, the price payable for the goods and/or services shall be the price applicable on the date of delivery or deemed delivery for goods and the date the services are carried out for services.

9.2The price for the goods and/or services shall be exclusive of any value added tax, which shall be payable by you at the rate applicable at the tax point.

9.3We may at any time after the acceptance of an order, but prior to delivery, revise the price payable for the goods and/or services to take account of increases in costs including, without limitation, costs of any goods or materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy and variation in exchange rate.

9.4Unless we other agree in writing, we may charge you the cost of delivering the goods to you.

9.5We may charge for any special packaging to cover the cost of labour and materials.

 

10.Payment and Interest

10.1Time for payment shall be of the essence. You shall make all payments in pounds sterling and in full without any deduction.

10.2If you fail to pay us any sum due (and whether or not any part of your account is subject to query), we may, in addition to our rights under 10.3, appropriate any payment made by you to such of the goods and/or services (or such goods or services supplied under any other contract between you and us) as we may think fit; and you shall be liable to pay us interest on such sum at the annual rate of 4% above the base lending rate from time to time of the Royal Bank of Scotland Plc, accruing on a daily basis, or, at our option, interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002) from the due date for payment until payment is made in full, whether before or after any judgment together with all costs and expenses incurred by us in recovering sums due or exercising our rights under this provision, including our debt recovery fees at a rate of 6% of the total amount outstanding.

10.3Credit accounts may only be opened at our discretion and are subject to satisfactory references. We may set a maximum amount of credit allowable upon each account and withdraw credit facilities without explanation. You agree that we may obtain, retain and provide to our third parties, references as to your financial standing. Any change in the constitution of your organisation must be notified to our Head Office Credit Services Department in writing prior to it occurring in order that credit facilities to the reconstituted organisation may be put in place, subject always to our discretion and our confirmation in writing. Until new credit facilities are agreed, the existing entity and any new entity shall be jointly and severally liable for any debt due to us.

10.4All the amounts received against the new orders may be refundable if products have not been made, however administrative charges of £500 will be applicable.

10.5If the new order goes on hold under client request and subsequently client asks for the refund. The refund may be subject to deduction of administrative charge of £500.

 

11.Liability

11.1If any goods or services are defective due to workmanship or material, we shall (at our option) repair or replace such goods (or the defective part) or rectify the defective service or refund the price of such defective goods or services at the pro rata contract rate provided that:

(i) You give us written notice of the defect within seven days of the date of delivery or completion of the services or, in the case of a defect which is not discoverable upon reasonable examination, within seven days of the time when you discover or ought to have discovered the defect (and in any event within twelve months from the date of delivery or completion of the services;

(ii) We are given a reasonable opportunity after receiving notice to examine such goods and/or services and (if asked to do so by us) you return such goods to our place of business for the examination to take place there;

(iii) You do not make any further use of such goods after giving such notice;

(iv) The defect is not due to wilful damage, negligence (other than ours), fair wear and tear, alteration or repair of such goods without any prior written consent or incorrect storage, application, movement, installation, commissioning, use or maintenance of the goods (other than by us);

(v) And the defect is not due to any act or omission of you, your agents or contractors.

11.2Our entire liability for defective goods and services is set out in 11.1 and in particular we shall not be responsible for either the cost of removing the goods from any place where they are installed or fixed (or making good the place after removal) or for the cost of installing or fixing any repaired or replacement goods unless due to our defective service.

11.3On request, we will provide information about any manufacturer’s guarantee offered and available to you in respect of the goods but we are not legally responsible for any obligation under manufacturer’s guarantees.

11.4Save as expressly set out in these terms, all warranties and other terms implied by statute or common law (save for the term implied as to title) are, to the fullest extent permitted by law, excluded from the contract.

11.5Our total liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price.

11.6We shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or loss of anticipated savings, in each case whether direct, indirect or consequential, or any other indirect losses whatsoever and howsoever caused.

11.7Nothing in these terms excludes or limits our liability for (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation; and (c) any other matter which it would be illegal for us to exclude.

11.8Where goods are manufactured in compliance with any designs, specifications or drawings supplied by you or your customer, you shall indemnify us against all proceedings, costs, claims, losses or demands in respect of any infringement or alleged infringement of any intellectual property rights whatsoever of their parties in any part of the world.

11.9Refer to our Aftercare paperwork for any queries regarding cleaning and maintenance of a product. Failing to do so, can compromise the durability and comfort as well as damage the product in its integrity.

12.Cancellation and Returns

12.1We may, at our discretion, accept or reject the cancellation of any contract or the return of any goods not required. Any such cancellation or return shall be on such terms as we specify and in particular we may charge you a handling fee and all costs incurred on cancelled orders.

12.2Where you are a “consumer” under a “distance contract” (both as defined in the Consumer Protection (Distance Selling) Regulations 2000) you may cancel a contract within seven working days after the date the goods are delivered. You must return the goods to the branch from which they were delivered or request us to collect the goods, at your cost. This term shall not apply to any bespoke or one-off goods especially made-to-order.

12.3We shall be entitled to cancel or suspend a contract if you fail to pay us any sum due pursuant to the contract (whether or not any part of your account is subject to query) or any of the following events occurs or we believe is likely to occur:

(i) You have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take a benefit for the relief of insolvent debtors; or

(ii) You convene a meeting of creditors or enter into liquidation; or

(iii) You have a receiver and/or manager, administrator or administrative receiver appointed over your undertaking or any part; or

(iv) A resolution is passed or a petition presented to any court for your winding-up or for the granting of and administration order in your respect, or any proceedings are commenced relating to your insolvency or possible insolvency; or

(v) You suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you; or

(vi) You are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

(vii) Any event similar to the above occurs; or

(viii) You fail to observe or perform any of your obligations under the contract or any other contract between us and you; or

(ix) You encumber or in any way charge any of the goods.

 

13.Healt hand Safety

13.1Certain goods supplied by us could, if incorrectly used, give rise to risks to health and safety. Information in respect of such goods is available from us. You undertake that you will ensure compliance by your employees, agents and customers with any instructions given by us or the manufacturer or our supplier and will take any other steps or precautions, having regard to the nature of the goods, as are necessary to preserve the health and safety of any person handling, using or disposing of them.

 

14.Waste

14.1You will be responsible for the disposal or any waste arising from the goods and will comply with all applicable laws, regulations and waste management licences relating to such waste, including the appropriate disposal by you of any goods marked with a crossed out wheelie bin symbol, save where you are a consumer and it is our responsibility at law. You will indemnify us against all costs, claims, liabilities and expenses arising from any breach by you of this provision.

 

15.ForceMajeure

15.1We may defer the date of delivery, cancel the contract or reduce the volume of the goods and/or services ordered by you (without any liability to you) if we are unable to deliver or supply due to any cause beyond our reasonable control (including the acts or omissions of our suppliers and subcontractors).

 

16.Export/Overseas Contracts (if applicable)

16.1In relation to goods sold outside the UK, the Channel Islands and the Isle of Man, risk in the goods shall pass by you when they leave our premises. Shipping and insurance shall be payable by you but will be managed by us unless otherwise agreed. You are responsible at your own expense for obtaining any licence and complying with any export or import regulations in force within the UK and any country for which the goods are destined.

16.2We reserve the right not to supply certain customers or countries and to require from you full details of the end use and final destination of the goods.

16.3Compliance with Bribery Legislation:

You agree that you will not, in connection with the goods or services to be supplied under this contract, bribe or attempt to bribe us, or any of our employees, agents or affiliates nor cause us to be in violation of any applicable bribery or anti-money laundering laws. You shall indemnify us against all liabilities, costs, expenses, damages, claims, demands and losses suffered or incurred by us arising out of or in connection with any breach of this clause, whether or not the contract has been terminated.

 

17.Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

18.Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

19.Law and Jurisdiction

19.1These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

19.2Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

20.Confidentiality

20.1The Parties acknowledge that the existence and the terms of this Agreement and any oral or writte information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information.

20.2Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other party, it shall not disclose any relevant confidential information to any third partie.

 

21.General

21.1Any notices given pursuant to or in relation to the contract shall be in writing and addressed to the party concerned at its principal place of business or last known address. Any notice shall be deemed delivered two days after posting or on the next working day after fax transmission.

21.2Any provision of the contract found to be invalid or unenforceable shall, to such extent, be deemed severable and the remaining provisions of the contract shall continue in full force and effect.

21.3Failure or delay by us in enforcing any contract term shall not be construed as a waiver of any of our rights under the contract.

21.4Any dispute or claim arising in connection with the contract shall be covered by English law and the parties submit to the exclusive jurisdiction of the English courts, save that if you are domiciled in Scotland (within the meaning of the Civil Jurisdiction and Judgments Act 1982) then the contract shall be construed in accordance with Scottish law and shall be subject to the exclusive jurisdiction of the Scottish courts.

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