Customer: the person who buys or agrees to buy the goods or services from the Company.
Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.
Goods: the articles which the Customer agrees to buy from the Company.
Price: the price of the Goods, excluding VAT and any carriage, packaging and insurance costs.
Company: means Shape Design Contracts Ltd T/A Shape Posture Seating
These conditions shall form the basis of the contract between the Company and the Customer in relation to the sale of Goods and Services to the exclusion of all other terms and conditions including the Company’s standard conditions of purchase or any other conditions which the Company may purport to apply under any purchase order or confirmation of order or any other document.
2.1 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods from the Company pursuant to these Conditions.
2.2 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.
2.3 When requested, the Company shall submit to the Customer a document which shall specify the goods and services to be supplied and the price payable. If the Customer does not agree with any of the contents of this Document the Customer shall notify the Company immediately.
2.4 The Company shall endeavour to complete the services within the estimated time frame but time shall not be of the essence in the performance of any services.
2.5 These Conditions may not be varied except by the written agreement of a Director of Shape Design Contracts Ltd.
3. Price and Payment
3.1 The price shall be the price quoted on the Company’s confirmation (where such a document has been created). The price is exclusive of carriage costs which the Customer will pay in addition, and VAT which shall be due at the rate in force on the Company’s invoice.
3.2 The Company shall invoice the Customer at the time the Goods are dispatched or the Services are provided.
3.3 Where the Customer has an approved credit account, payment of the price for the Goods is due 14 days after the date of invoice.
3.4 At the discretion of the Company, the Customer may request a trial period for the Goods with the option of returning the Goods within 14 days of receipt should the Goods prove unsuitable. This request should be made by the Customer at the time of placing the order otherwise the invoice will be due on receipt. If the option to trial the Goods has been agreed between the Company and the Customer, the Customer must inform the Company within 14 days of the delivery of the Goods that they wish to return the Goods.
3.5 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 2 ½ % per annum above the Bank of England base rate from time to time in force.
4.1.1 All Goods shall be as set out in the Company’s confirmation of order. No description, specification or illustration contained in any product leaflet or other sales or marketing literature of the Company and no representation written or oral, correspondence or statement shall form part of the contract.
5.1.1 The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company in the confirmation of order. (Except where the Customer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded).
5.1.2 Different products carry different periods of warranty and these can be supplied when requested by the Customer as appropriate.
5.1.3 The Company warrants that the services provided under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
6. Delivery of Goods and Services
6.1.1 The date of delivery specified by the Company is an estimate only and time of delivery shall not be of the essence of the contract. The Company shall not be liable to the Customer for any loss or damages whether arising directly or indirectly by any delay in the delivery of the Goods or Services.
6.2 Delivery of the Goods shall be made to the Customer’s address. The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.
7. Work Place Assessments and Suggestions for Equipment
7.1 On site Work Place Assessments followed by a written report will be charged at the quoted price plus expenses.
7.2 It is generally the Company’s policy to offer on site verbal assessments, followed by a written quotation, without charge providing the Customer proceeds with the purchase of any product suggestions. The Company reserves the right to charge a notional £30.00 for any visit made that does not result in the purchase of equipment.
7.3 Any suggestions for trial of equipment as a result of a Work Place Assessment carried out by the Company should not be construed as medical opinion. Curriculum Vitae for our Assessors are available on request.
7.4 All information supplied by the Customer will be treated in accordance with the Data Protection Act.
7.5 If, as a result of an Assessment carried out by the Company, the Customer asks the Company to provide the suggested equipment for a 14 day trial period, the Company will ensure that this equipment is set up according to the Assessment.
7.6 The Company shall not be liable to the Customer for any equipment supplied and /or set up by another company.
7.7 When the Company and Customer agree on a date to carry out the Service of a Work Place Assessment, the Customer shall make all arrangements necessary to be available at the agreed time and place.
7.8 The Customer will give the Company 24 hours notice of any change in the prior agreement. If the Company is not notified in time to change the arrangement all reasonable costs for time and travel will be met by the Customer.
8. Title and Risk
8.1 All risk in the Goods shall pass on delivery to the Customer’s address.
8.2 Notwithstanding the earlier passing of risk, the title on the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.1 To enable the Company to meet its obligations under this Agreement the customer shall provide the Company with all necessary permissions and consents i.e. Purchase Order Numbers, which may be required before the commencement of the Services.
9.2 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10. Force Majeure
The Company shall not be liable to the Customer if the performance of any of its obligations is delayed or prevented by any matter outside the Company’s reasonable control. Such matters include, but are not limited to, fire, flood, lightning, extreme weather conditions, acts of terrorism or vandalism, industrial disputes of any kind, actions of local or national government, war, power surges.
11. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.