- Modification of Terms
- Third Party Content
- Dispute Resolution
- Formation of contract
- Delivery and time of performance
- Short delivery, damage and defects
- Risk and property
- Terms as to quality, descriptions, fitness for purpose etc.
- Limitation of liability
- Force Majeure
- Governing Law
This website (“Web Site”) is offered to you by Mason Street Furniture Ltd. (MSF) Unit 2, Gore Ong Farm, Airfield Road, Podington, Northamptonshire, NN29 7XA.
2 MODIFICATION OF TERMS
MSF reserves the right to discontinue or make changes or updates with respect to the Web Site or the Content of the Web Site at any time without notice. MSF reserves the right to restrict, refuse or terminate access of any person to the Web Site or any part thereof effective immediately without notice at any time and for any reason whatsoever at its sole discretion.
ALL INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, IMAGES, GRAPHICS, LINKS, AND OTHER MATERIALS) ON THE WEB SITE IS PROVIDED “AS IS” AND “AS AVAILABLE”. MSF AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS, BRAND LICENSEES AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM TO EXTENT PERMITTED BY LAW ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEB SITE, THE CONTENT OR USER CONTENT. Neither MSF nor its subsidiaries, affiliates, partners, licensors, brand licensees and suppliers warrants or makes any representations that (i) the Web Site will meet your requirements, (ii) the Web Site will be uninterrupted, timely, secure, or error free, or (iii) the results that may be obtained from the use of the Web Site (including any information and materials on this Web Site) will be correct, complete, accurate, reliable, or otherwise meet your requirements.
This is a public web site. You should have no expectation of confidentiality with respect to any User Content you may submit on this Web Site. Do not submit confidential information here.
MSF and its subsidiaries, affiliates, partners, licensors, brand licensees and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services and do not warrant that the Web Site or the services which make this Web Site available or electronic communications sent by MSF are free from viruses or any other harmful elements.
Any material downloaded or otherwise obtained through the use of this Web Site is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
5 THIRD PARTY CONTENT
6 DISPUTE RESOLUTION
7 FORMATION OF CONTRACT
7.1 These terms shall apply to all transactions between MSF and the Customer and shall supersede any prior agreement between the parties and, in particular, prevail over any purchase terms submitted by the Customer.
7.2 If any of these terms shall be held to be invalid or inapplicable to the Contract the remainder of these terms shall continue in full force and effect.
7.3 Where MSF makes a tender, gives a quotation or otherwise offers to supply any Goods or Services, the same shall not constitute a contractual offer. The contract shall only be concluded by MSF’s acceptance (by written confirmation of order, if sent) of the Customer’s order.
7.4 No agent or employee of MSF has authority to make any representations concerning the Goods or Services or to vary these terms or the terms of any tender, quotation, estimate, offer or contract, unless such representation or variation is confirmed in writing by a director of MSF. In entering into the Contract, the customer acknowledges that is does not rely on any such representations which are not so confirmed.
7.5 The Customer shall be responsible to MSF for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving MSF any necessary information relating to the Goods or Services within a sufficient time to enable MSF to perform the Contract in accordance with its terms.
7.6 An accepted order (whether accepted by written confirmation of order or not) may be cancelled or varied by the Customer only with MSF’s consent and the giving of such consent shall not in any way prejudice MSF’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.
7.7 MSF operate a No Return policy. All sales are final and unless the Goods have been ordered and confirmed as “Sale or Return” MSF will not accept Goods back on a return for credit basis. MSF reserves the right to make exceptions to this rule and under such exceptions a restocking charge of at least 20% may be levied.
Prices offered by MSF are on the basis that the Customer accepts delivery of the Goods or permits the Services to be performed (or, as the case may be, to begin to be performed) at or by the time provided by the Contract or (in the absence of any specified time) within 14 days of the conclusion of the Contract. In the event of delay by the Customer beyond such time, MSF shall be permitted (without prejudice to any other remedy available to it) to adjust its price in accordance with any intervening change in its published prices or otherwise to cover any additional cost incurred as a result of the delay.
9.1 All payment for the Goods or Services shall be made punctually by the Customer without previous demand at such times and in such amounts as may be expressly agreed between MSF and the Customer and in default of such express agreement payment shall be made in full at the time of the supply of the Goods or the Services. Any remaining sums due and unpaid shall carry interest at the rate of 8% above the base lending rate of Barclays Bank PLC applicable from time to Time.
9.2 If any sums become overdue, MSF may without prejudice to any other right or remedy available to it:
9.2.1 suspend all further deliveries until payment in full thereof has been made;
9.2.2 at its option cancel the Contract as regards any Goods or Services which remain to be delivered thereunder.
9.3 If in the opinion of MSF the credit worthiness of the Customer shall have deteriorated before delivery or performance MSF may require full or partial payment of the price before delivery or performance or the provision of security for payment by the Customer in a form acceptable to MSF.
10 DELIVERY AND TIME OF PERFORMANCE
10.1 Delivery of the Goods shall be made by the Customer collecting the Goods at MSF’s premises at any time after MSF has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by MSF, by MSF delivering the Goods to that place. Where MSF agrees to deliver the Goods otherwise than at MSF’s premises, MSF shall be under no obligation to organise their transport with any carrier or arrange insurance for such transport and accordingly Sections 32(2) and 32(3) of the Sale of Goods Act 1979 shall not apply. The Standard Terms of Delivery of any Goods supplied by MSF are “Ex-Works MSF’s premises”. If MSF arrange delivery of the Goods it reserves the right to make a charge for the delivery of the Goods and the administration in arranging such delivery.
10.2 If the Contract between MSF and the Customer specifies a time for performance of MSF obligations thereunder such time shall not be of the essence of the Contract.
10.3 Where the Goods or Services are to be delivered or supplied in instalments, each delivery or supply shall constitute a separate contract and failure by MSF to deliver or supply any one or more of the instalments in accordance with these terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
10.4 If MSF fails to deliver the Goods or the Services (or any instalment) for any reason other than any cause beyond MSF’s reasonable control or the Customer’s fault, and MSF is accordingly liable to the Customer, MSF’s liabilities shall be limited to the excess (if any) over the price of the Goods or Services of the cost to the Customer (in the cheapest available market) of similar Goods or Services to replace those not delivered.
11 SHORT DELIVERY, DAMAGE AND DEFECTS
11.1 The Customer shall examine and (where appropriate) test the Goods on their delivery for any obvious damage, defect or shortage. Any claim that the equipment is short delivered, damaged or defective must be communicated to MSF and in the case of short delivery or damage (if different) to the carrier thereof within 14 days of delivery confirming such notification (if oral) in writing immediately Thereafter.
11.2 In no event shall the Customer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable to reject them.
11.3 As a precondition of any liability for alleged damage or defective Goods the Customer shall retain for inspection by MSF (and if requested by MSF) shall return to MSF the Goods which are subject of any claim by the Customer.
12 RISK AND PROPERTY
12.1 Risk of damage to or loss of the Goods, and the obligation to insure the Goods, shall pass to the Customer:
12.1.1 in the case of Goods to be delivered at MSF’s premises, at the time when MSF notifies the Customer that the Goods are available for collection; or
12.1.2 in the case of Goods to be delivered, otherwise than at MSF’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when MSF had tendered delivery of the Goods.
12.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms, the property in the Goods shall not pass to the Customer until MSF has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by MSF to the Customer for which payment is then due. Until that time the Customer is entitled to use the Goods in the ordinary course of its business, but shall otherwise hold the same in a fiduciary capacity, and shall in particular so mark or store the same that they remain identifiable as the property of MSF.
12.3 Until such time as the property in the Goods passes to the Customer (and provided the goods are still in existence and have not been resold), MSF shall be entitled at any time to require the Customer to deliver up the Goods to MSF and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.
12.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of MSF but, if the Customer attempts to do so, all monies owing by the Customer to MSF shall (without prejudice to any other right or remedy of MSF) forthwith become due and payable.
13 TERMS AS TO QUALITY, DESCRIPTIONS, FITNESS FOR PURPOSE, ETC.
13.1 Subject as expressly provided in these terms, and except where the Goods or Services are sold or supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions and other terms implied by statute, common or European Community law are excluded to the fullest possible extent permitted by law. If the Goods supplied are to be used for any unusual purpose MSF shall be deemed to warrant their fitness for that purpose only if they have been notified of the same by the Customer in writing before the Contract. If MSF has provided in any tender, estimate, quotation or offer any drawing or specification of the Goods or Services to be supplied, the same are to be taken as approximate only and intended to give a general idea of the Goods or Services in question unless they are expressly warranted in writing as Accurate.
13.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the statutory rights of the Customer are not affected by these terms.
13.3 MSF gives no warranty that the Goods are fit for the Customers purpose or purposes. The Customer warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires them and that he does not rely on any judgement or skill of MSF in that regard.The Customer also warrants that:
The Customer is aware that the Goods are supplied for the purpose for which they were manufactures, and
The Customer has all licenses that are required for their use, and
The Goods are tested prior to use and/or installation, and
The Goods will only be used and/or installed by suitably qualified individuals, and,
The Goods will be regularly services, tested, certified and inspected, and
The Goods will not be altered or adapted in any way, and
The Customer will not give or imply any warranty to any person whom he may sell of let the Goods other than the foregoing and that he will not notify that person of the requirements of the Seller ad to license, test, use, service, inspection, certification, and adaptation as above and of any statuary authority of nay state or country in which the Customer or that person is resident or carrying on business. Nothing in this clause affects the Customers rights under the Sale of Goods Act 1979.
13.4 No description, specification or illustration contained in any product pamphlet or other related sales or marketing literature of MSF, or any of it’s suppliers or partners, and no representation, written or oral, correspondence or statement shall form any part of any Agreement.
13.5 Goods described in MSF’s literature or elsewhere in MSF’s marketing, or the literature or marketing of any partners or suppliers of MSF, are subject to a continuing process of technical change and development and MSF therefore reserves the right to alter specifications without notice at any time before delivery. All descriptions, illustrations, specifications and dimensions are approximate and are only intended to present a general guideline as to the type of Goods represented thereby. It is therefore agreed by the Customer that the Goods supplied may not comply in all respects with the description in MSF’s literature or elsewhere.
14 LIMITATION OF LIABILITY
14.1 MSF shall not be liable for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) unless it has been expressly notified by the Customer in writing before the conclusion of the Contract that loss of the kind suffered might be caused in the event of such breach.
14.2 MSF shall not be liable for any physical damage done to the property of the Customer or third parties or any loss or damage resulting therefrom.
14.3 Except in respect of death or personal injury caused by the negligence of MSF, its employees or agents, MSF’s liability to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or duty at common or European Community law, or under the express terms of the Contract, including costs, expenses or claims for other compensation whatsoever (whether caused by the negligence of MSF, its employees or agents or otherwise) which arises out of or in connection with the supply of Goods or Services or their use for resale by the Customer under or in connection with the Contract shall not exceed the price of the Goods or Services except where expressly provided in these terms.
14.4 The Customer is strongly advised to insure in respect of liability of the kind excluded or limited by these terms.
15 FORCE MAJEURE
MSF shall not be liable to the Customer for any breach of the Contract resulting from any accident, strike, lock-out, fire, power failure, breakdown or any other event or cause beyond MSF’s reasonable control. Should the supply of the Goods or Services be prevented or delayed by an act or circumstances beyond MSF’s reasonable control, MSF may without incurring liability to the Customer suspend the Contract and after six months of suspension terminate the Contract.
The Contract is not assignable by the Customer without the written consent of MSF.
No forbearance, indulgence or relaxation on the part of MSF shown or granted to the Customer in respect of any of the provisions of these terms shall in any way affect, restrict or prejudice the rights or powers of MSF under the Contract or operate as or be deemed to be a waiver of any breach by the Customer of these terms and conditions.
18 GOVERNING LAW
The Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.