Terms and Conditions

1. Interpretation

In these Conditions:

“Buyer” means the person, firm or company so described in the Order

“Conditions” means the standard terms and conditions set out in this document, including (unless the context requires otherwise) any special terms and conditions agreed in writing between the Buyer and the Seller

“Contract” means the contract for the sale and the purchase of the Goods

“Delivery Address” means the address for delivery of the Goods stated on the Order

“Goods” means the goods referred to in the Order and where the context requires means part only of such Order

“Order” means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation or overleaf (as the case may be)

“Seller” means Rise & Recline Ltd registered in England and Wales with company number 04194331 and whose registered office is at Unit 5 and 6 Palmer Business Court, Manor House Road, Long Eaton, Nottinghamshire NG10 1LR

2. Basis of purchase

    1. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which the Order is made or purported to be made or which are implied by trade, custom, practice or course of dealing
    2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable quotation or specification are complete and accurate and that the Goods ordered are fit for the Buyer’s purposes

2.3 The Order shall only be deemed to be accepted when the Seller issues a written acknowledgement and acceptance of the Order, at which point the Contract shall come into existence. Since the Goods are all individually manufactured or ordered to the Buyer’s and/or an end user’s specific requirements, the Buyer may not amend or cancel an Order once it has been accepted by the Seller, unless the Seller, at its sole discretion, agrees in writing to any such amendment or cancellation. If the Buyer amends or cancels an Order and the Seller agrees to such amendment or cancellation, the Buyer shall be liable to reimburse the Seller for all costs reasonably incurred by the Seller in fulfilling the Order up until the date of amendment or cancellation, except that, where the amendment or cancellation results from the Seller’s failure to comply with its obligations under the Contract, the Buyer shall have no liability to the Seller in respect of such amendment or cancellation

2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any assurance, promise, representation, statement or warranty made or given by or on behalf of the Seller which is not set out in the Contract

2.5 Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s brochures or catalogues are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force

2.6 Any quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue

2.7 No variation to the Order or any of these Conditions shall be binding unless agreed in writing by the Seller

3. Specifications

3.1 The quantity, quality and description of the Goods shall be as specified in any quotation or specification for the Goods supplied by the Seller

3.2 Any specification for the Goods supplied or produced by the Seller in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the specification, shall be the exclusive property of the Seller. The Buyer shall not disclose to any third party or use any such specification except:  (i) to the extent that it is or becomes public knowledge through no fault to the Buyer; or (ii) as required for the purpose of the Contract

3.3 Any change in the specification for the Goods shall require the agreement of both parties and may involve an adjustment to the price for the Goods

4. Delivery

4.1 The Seller shall deliver the Goods to the Delivery Address at any time after the Seller notifies the Buyer that the Goods are ready. Delivery of the Goods shall be completed on either the completion of unloading of the Goods at the Delivery Address or the collection of the Goods from the Delivery Address (as the case may be)

4.2 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The Seller shall not be liable for any delay in the delivery of the Goods that is caused by any event beyond its reasonable control or by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other information or instructions that are relevant to the manufacture and/or supply of the Goods

4.3 If the Buyer fails to take delivery of the Goods within 5 days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by any event beyond the Buyer’s or the Seller’s reasonable control or by the Seller’s failure to comply with its obligations under the Contract:  (i) delivery of the Goods shall be deemed to have been completed at 9:00am on the fifth day after the day on which the Seller notified the Buyer that the Goods were ready; and (ii) the Seller shall store the Goods until delivery actually takes place and charge the Buyer for all related costs and expenses (including insurance)

4.4 If 14 days after the day on which 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

4.5 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 the delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment

5. Quality

5.1 The Seller warrants to the Buyer that on delivery and for a period of 24 months from the date of delivery or such other period as the parties may agree in writing (warranty period), the Goods: (i) shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 (as amended)); (ii) shall be free from material defects in design, materials and workmanship; and (iii) shall conform in all material respects with their description and any applicable specification. Please note that there may be pattern, shade and grain blemishes and variations in some of the Goods, particularly those made from natural materials, and the Seller is not responsible for any such minor blemishes or variations that are normal in the type of Goods or are part of the manufacturing process in the production of the Goods

5.2 Subject to Condition 5.3, if:  (i) the Buyer gives notice in writing to the Seller during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1; (ii) the Seller is given a reasonable opportunity of examining such Goods and the Seller by way of such examination verifies some or all of the Goods to be defective; and (iii) 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, the Seller shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full, and refund the Buyer for the cost of returning the Goods to the Seller’s place of business (if applicable)

5.3 The Seller shall not be liable for any Goods’ failure to comply with the warranty set out in Condition 5.1 in any of the following events:  (i) the Buyer makes any further use of such Goods after giving notice in accordance with Condition 5.2; (ii) the defect arises because of the Buyer’s misuse or the Buyer’s failure to follow the Seller’s instructions as to commissioning, installation, maintenance, storage and/or use or (if there are none) good trade practice regarding the same; (iii) the defect arises as a result of the Buyer’s failure to provide the Seller with accurate or complete instructions or any other information or instructions that are relevant to the manufacture and/or supply of the Goods; (iv) the Buyer alters or repairs such Goods without the prior written consent of the Seller; (v) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal operational conditions or use; or (vi) the Goods differ from their description or specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements

5.4 Except as provided in this Condition 5, the Seller shall have no liability to the Buyer in respect of any Goods’ failure to comply with the warranty set out in Condition 5.1

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller

6. Property and Risk

6.1 Risk of damage to or loss of the goods passes the buyer on delivery in accordance with the contract

6.2 The property in the goods passes to the buyer upon payment in full. Until payment has been made in full the buyer will ensure the goods are clearly marked as the property of the seller in accordance with the buyers instructions and will store the goods in such a way as to be readily identifiable from the other goods

6.3 Where payment for the goods has not been made by the due date the seller shall (without prejudice to any other remedy) be entitled (but not required) to take possession of the goods and shall be entitled to enter onto the buyer’s premises during normal business hours for such purpose

7. Price

7.1 The price of the Goods shall be as stated in the Order and, unless otherwise specifically stated, shall be exclusive of any applicable value added tax (or equivalent), which shall be payable by the Buyer upon production of a proper VAT invoice

7.2 The Seller shall be entitled to increase the price in respect of any of the Goods:  (i) in respect of which delivery has not been taken within the required time; (ii) due to Buyer constraints; (iii) due to any changes in specification; or (iv) to reflect any increase in material labour or transport costs or change in exchange rates

8. Terms of payment

8.1 The Seller shall invoice the Buyer on or at any time after delivery of the Goods and each invoice shall state the number of the Order

8.2 The Buyer shall pay for the Goods on delivery for the first two Orders placed with and accepted by the Seller and, in respect of any subsequent Order placed with and accepted by the Seller, before delivery if required by the Seller or on such other payment terms as may be stipulated by the Seller, by prior written agreement only.  Payment should be made strictly without any abatement, deduction, set-off or withholding unless otherwise previously agreed in writing by the Seller

8.3 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then (without limiting the Seller’s other rights or remedies, whether under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) or otherwise):  (i) the Seller may suspend all further deliveries of Goods until payment has been made in full; and (ii) the Buyer shall pay interest on all sums overdue at the rate of 4% per annum over the base rate for the being of Barclays Bank plc, such interest being calculated from the date when payment is actually made whether before or after any court judgment (with the Buyer paying the interest together with the overdue amount)

8.4 All invoices are due 30 days from date of invoice, unless otherwise previously agreed in writing by the Seller

9. Termination

9.1 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect and without any liability to the Buyer by giving written notice to the Buyer if the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of the Buyer being notified in writing to do so by the Seller

9.2 If the Buyer becomes subject to any of the following events, the Seller may terminate the Contract with immediate effect and without any liability to the Buyer or may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller by giving written notice to the Buyer:  (i) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation; (ii) an encumbrancer takes possession, or a receiver is appointed; (iii) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the foregoing events; (iv) the Buyer ceases, or threatens to cease, to carry on business; or (v) the Seller reasonably apprehends that any of the events mentioned above is about to occur and notifies the Buyer in writing

9.3 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest

9.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations or liabilities that have accrued as at termination. Conditions which expressly or by implication survive termination shall continue in full force and effect

10. Liability

10.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:  (i) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (as amended); (iv) defective products under the Consumer Protection Act 1987 (as amended); or (v) any other matter in respect of which it would be unlawful for the Seller to exclude or restrict liability

10.2 Subject to Condition 10.1:  (i) 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 (ii) 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 greater of the price of the Goods in respect of which such liability has arisen or the actual proceeds received by the Seller under its relevant insurance policy or policies in respect of the liability in question

11. General

11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure is caused by any event beyond its reasonable control

11.2 The contract is personal to the Buyer and may not be assigned or transferred by the Buyer to any other party. The Seller may at any time assign, transfer and/or subcontract all or any of its rights and/or obligations under the Contract

11.3 Any notice required or permitted to be given by one of the party to the other shall be addressed in writing to the other at its registered office, principal place of business or such other address as may at the relevant time have been notified to the party giving the notice

11.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision

11.5 If any of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected

11.6 A person who is not a party to the Contract shall not have any rights to enforce its terms

11.7 The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts

11.8 Both parties shall in the course of performing the Contract comply with all applicable requirements of the Data Protection Legislation. For the purposes of this Condition, “Data Protection Legislation” shall mean the Data Protection Act 1998 and then, unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR or the Data Protection Act 1998. The parties acknowledge that, for the purposes of the Data Protection Legislation, the Buyer is the data controller and the Seller is the data processor in respect of any personal data belonging to the Buyer that it supplies to the Seller in connection with the Contract.  The Seller’s data protection policy (a copy of which shall be made available to the Buyer upon request) sets out in further detail the Contract-related duration, nature, purposes and scope of any and all processing that the Seller shall carry out in respect of such personal data in accordance with the Data Protection Legislation.