Terms and Conditions of Sale
Oxford Office Furniture Limited t/a Oxford Office.
Registered company number: 95889464.
Registered office: 22 Broad Way, Upper Heyford, Bicester, Oxfordshire, OX25 5AD.
Trading address: Cappis House, Telford Road, Bicester, Oxfordshire, OX26 4LD.
Telephone: 01865 598222.
Email: sales@oxfordoffice.co.uk.
Website: www.oxfordoffice.co.uk
1. About these terms
These terms apply to all sales of goods by Oxford Office Furniture Limited trading as Oxford Office (we, us or our) to business customers (you or your). They override any terms you try to apply, unless we agree otherwise in writing and an authorised representative signs that agreement.
Company details
Our details are set out above. Unless we tell you otherwise in writing, notices and routine communications should be sent to our email address and registered office.
2. Interpretation
In these terms: contract means the agreement between us and you for the sale of goods; goods means the products we supply, including bespoke or made-to-order items where relevant; order means your purchase order or other written instruction to buy goods from us; specification means any specification we agree in writing; and working day means any day other than a Saturday, Sunday or public holiday in England when banks in London are open.
3. Basis of contract
Our quotation is not an offer and we may withdraw or revise it at any time before we accept your order.
Your order is an offer to buy goods on these terms.
A contract is formed only when we accept your order in writing or dispatch the goods, whichever happens first.
You must make sure your order and any specification you provide are complete and accurate.
Any change to the contract must be agreed in writing by authorised representatives of both parties.
We may correct any typographical, clerical or calculation errors in any quotation, price list, order acknowledgement, invoice or other document, as long as we tell you as soon as reasonably practicable.
4. Goods
Any samples, drawings, descriptions or advertising we produce are only intended to give a general idea of the goods. They do not form part of the contract.
If we make goods to your specification, you are responsible for that specification and for making sure the manufacture, supply and use of those goods do not infringe anyone else’s rights.
We may change the goods if this is needed to comply with the law or safety requirements, or if the change does not materially affect their nature or quality.
5. Delivery
We will deliver the goods to the location agreed in the contract or another location agreed in writing.
Any delivery date is an estimate only. Time for delivery is not of the essence unless we expressly agree otherwise in writing.
You must give us the access, delivery instructions and site information we need to deliver or install the goods safely and efficiently. If delivery or installation is delayed because of something you do or fail to do, we may store the goods and charge you the reasonable costs we incur.
If, once the goods are ready, delivery is delayed or prevented for a reason within your control, we may store them at your risk and charge you reasonable storage, handling, insurance, reloading, transport and administration costs.
6. Installation services
If installation services are included, we will carry them out with reasonable care and skill. Installation is limited to the scope expressly stated in our quotation, order acknowledgement or other written confirmation.
You must make sure the site is ready for the work, including safe access, a clear working area, suitable lighting, any required lifts, and all necessary permissions and consents. You must also make sure that floors, walls, services and other surfaces are suitable for installation.
If installation is delayed or prevented by you, site conditions, or third parties under your control, we may rearrange the installation and charge you for wasted time and any reasonable extra costs, including transport, storage, redelivery, labour and accommodation.
Any extra works, layout changes, re-positioning requests or other variations outside the agreed scope will be charged at our applicable rates if we confirm the variation in writing or by email.
Any drawings, plans, layouts or renderings we provide are for general guidance unless we clearly say they are final approved versions. You are responsible for checking dimensions, site conditions, access routes, service locations and whether the layout suits your needs before approving it.
If we ask you to approve drawings, finishes, specifications, quantities or layouts, you must do so promptly in writing or by email. Once approved, we may rely on that approval for ordering, manufacture, delivery and installation. Any later change will be treated as a variation and may lead to extra charges, longer lead times and reinstallation costs.
When installation is complete, you must inspect the goods promptly and tell us within 2 working days about any snagging items that are reasonably visible on inspection. Minor snagging items that do not materially affect use do not give you the right to reject the goods or withhold payment of undisputed sums.
Unless we agree otherwise in writing, risk in goods delivered for installation passes as set out in clause 14, but you remain responsible for site security and for the goods once they have been delivered to the site.
You must obtain and keep in place any parking suspensions, permits, access permissions and other site-specific approvals needed for delivery and installation. We may also charge you for congestion charges, road user charges, low emission zone charges, ultra-low emission zone charges, tolls and similar access charges unless our quotation says they are included.
Unless we agree otherwise in writing, you are responsible for making sure all electrical, data, telecommunications, plumbing and other building services are safely disconnected, protected and reconnected by suitably qualified people where required.
Unless we agree otherwise in writing, installation will be carried out during our normal working hours. If you ask for work outside those hours, weekend work, phased working, restricted-access work or accelerated programmes, we may charge extra.
If we provide a completion sheet, installation report or similar sign-off document, you must make sure an authorised representative is available on site to inspect and sign it on completion. If no one is available, or no reasonably visible issue is raised at that time, the installation will be treated as practically complete, subject to any valid snagging items notified under these terms.
Unless our quotation expressly includes them, our services do not include disconnecting or removing existing furniture, fixtures, fittings, waste materials or floor coverings, making good, decorating, building works, electrical or data works, or disposal or recycling of existing items or packaging. If we agree to arrange removal or disposal, extra charges and legal requirements may apply.
If we cannot complete delivery or installation on the agreed date because the site is not ready, access is unavailable, the goods cannot be moved safely to the installation point, or an authorised representative is unavailable, we may charge reasonable costs for aborted visits, redelivery, return visits, extra handling, storage and wasted labour.
7. Price
The price of the goods is the price in our accepted quotation or, if no price is quoted, the price in force when we accept your order.
All prices exclude VAT and, unless we say otherwise in writing, also exclude delivery, packaging, insurance, installation and any other applicable charges. You must pay any VAT properly chargeable on the supply.
8. Payment
Unless we agree otherwise in writing, we may invoice you on or at any time after dispatch. You must pay each invoice in full and in cleared funds in line with the payment terms shown on the invoice.
If you do not pay on time, we may charge interest on the overdue amount at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily until payment is made in full, together with any fixed compensation and reasonable recovery costs allowed by law.
9. Inspection, shortages and defects
You must inspect the goods on delivery and notify us in writing within 2 working days of any visible damage, shortage or incorrect delivery.
You must notify us in writing of any defect that was not reasonably visible on inspection within 5 working days after you become aware of it, and in any event within 12 months after delivery or any longer period that applies under an express manufacturer warranty.
You must give us a reasonable opportunity to inspect the goods and, if we ask and return is appropriate, return them to us at our cost.
If the goods do not comply with the contract, we may choose to repair or replace them, or refund the price paid for the defective goods in full. This is subject to clause 12.
10. Warranties
We warrant that on delivery, and for 12 months after delivery, the goods will materially match any written specification and be free from material defects in materials and workmanship.
We are not liable under this warranty if the defect is caused by fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, misuse, alteration or repair without our written approval, failure to follow our instructions, or a specification supplied by you.
If goods or components are made by a third party and come with a manufacturer warranty, we will pass on the benefit of that warranty so far as we can. Any manufacturer warranty applies only under the manufacturer’s own terms and claims process. We may give reasonable administrative help with a claim, but unless we agree otherwise in writing we do not give any warranty on the manufacturer’s behalf and our liability is not increased beyond what these terms expressly provide.
11. Force majeure
We are not in breach of contract, and are not liable for delay or failure to perform, to the extent caused by events beyond our reasonable control. These include acts of God, flood, fire, epidemic, war, terrorism, civil commotion, utility failure, supplier or carrier delay, material shortages, industrial disputes, or compliance with law or government order.
If such an event continues for more than 60 days, either party may terminate the affected contract by written notice.
12. Cancellation and bespoke goods
You may not cancel an accepted order without our prior written consent. If we agree, you must pay our reasonable costs, charges and expenses up to the date of cancellation, including costs of procurement, manufacture, storage, transport and administration.
Orders for bespoke, special-order or made-to-order goods cannot be cancelled once production has started or materials have been committed, unless we agree otherwise in writing.
13. Termination
Without limiting our other rights, we may suspend performance or terminate the contract immediately by written notice if you do not pay any amount due, commit a material breach and fail to fix it within 14 days of notice, become insolvent, stop or threaten to stop trading, or if we reasonably believe any of those things is likely to happen.
14. Risk and title
Risk in the goods passes to you when delivery is completed.
Title to the goods does not pass to you until we receive payment in full and in cleared funds for the goods and all other sums you owe us on any account.
Until title passes, you must store the goods separately from other goods so they remain clearly identifiable as ours, keep them in satisfactory condition and insured for their full price, and not remove, deface or hide any identifying mark or packaging relating to them.
You may resell the goods in the ordinary course of business before title passes, but that right ends immediately if any event in clause 13 applies. At any time before title passes, we may require you to return the goods and, if you do not do so promptly, enter any premises where they are stored to recover them.
15. Limitation of liability
Nothing in the contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or any other liability that cannot lawfully be excluded or limited.
Subject to the paragraph above, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect or consequential loss, or for loss of profit, sales, business, agreements, anticipated savings, use or goodwill.
Subject to the first paragraph of this clause, our total liability arising under or in connection with the contract will not exceed the price paid for the goods giving rise to the claim.
Subject to the first paragraph of this clause and to the extent the law allows, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the contract.
16. Confidentiality and data protection
Each party must keep confidential any non-public commercial, financial and technical information it receives in connection with the contract. It may disclose that information only to employees, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations, or where disclosure is required by law.
Each party must comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in relation to any personal data processed in connection with the contract. If either party processes personal data as processor for the other, the parties must enter into any further terms reasonably needed to comply with Article 28 UK GDPR.
17. Notices
Any notice under the contract must be in writing and delivered by hand, pre-paid first-class post or email. Notices to us must be sent to sales@oxfordoffice.co.uk or our registered office unless we notify you of another address. Notices to you must be sent to the address or email address you last notified to us. A notice is treated as received: if delivered by hand, when a delivery receipt is signed; if sent by pre-paid first-class post, at 9.00 am on the second working day after posting; and if sent by email, at the time of transmission unless a delivery failure message is received.
18. General
If any part of the contract is invalid, illegal or unenforceable, it will be treated as modified only as far as needed to make it valid and enforceable, and if that is not possible it will be deleted. This will not affect the rest of the contract. No failure or delay by either party in exercising any right or remedy will amount to a waiver. You may not assign or transfer your rights or obligations without our prior written consent. We may assign the contract to another group company or in connection with a sale of our business.
19. Governing law and jurisdiction
The contract and any dispute or claim arising out of or in connection with it, its subject matter or its formation are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
