2. General

2.1. These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier to the Customer.
2.2. The customer should submit their order in writing. Before the commencement of the supply of goods, the Supplier shall submit to the Customer an order acknowledgement or order confirmation, which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the order acknowledgement. All order acknowledgements shall be subject to these Terms and Conditions. The Customer shall be responsible for issuing a purchase order before any goods and services are supplied.
2.3. The Supplier shall use all reasonable endeavours to complete the services within estimated time frames, but time shall not be of the essence in the performance of any services

3. Price and Payment

3.1. The Supplier prices stated on price lists and quotations are based on EXW – ST7 1XW
3.2. Delivery services can be arranged and will be charged separately.
3.3. Quotations are valid for 30 days from the date of the quote.
3.4. Goods will be invoiced when delivery has been completed to the agreed delivery address, unless otherwise agreed in writing.
3.5. The price for the supply of goods and/or services are as set out in the quotation and or order acknowledgement. Payment terms and customer credit limits are as agreed and confirmed by the Supplier when the initial Customer account set up procedure takes place. These terms will also be displayed on all invoices.
3.6. In the case of customer rollouts, an additional handling charge may be added for additional administration, labour and packaging. This will be communicated by the Supplier when the quotation is sent.
3.7. The Supplier reserves the right to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or have become unsatisfactory. Credit limits will be monitored regularly and amended where necessary using an external credit checking company.
3.8. The Supplier accepts payment by the following methods: cheque, BACS or by card via a payment link. The Supplier does not accept any form of cash payment.
3.9. Invoiced amounts shall be due and payable in compliance with terms detailed in the Order Acknowledgement. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due, from day to day until the date of payment. This is at a rate of 8.00% per annum above the base rate of the Bank of England.
3.10. Should a debt collection services be necessary to retrieve monies outstanding, the Customer will be liable for all costs incurred.

4. Specification of the Goods

4.1. All goods shall be required only to conform to the specification in the Order Acknowledgement. For the avoidance of doubt, no description, specification or illustration contained in any product brochure or other sales/marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract. 
4.2. The shelving weight loading is specified in the technical catalogues.
4.3. The Supplier reserves the right to change any information in the technical catalogues, brochures etc (including models, sizes, lead time, etc) at any time and without notice. 
4.4. The goods will be packaged in accordance to the courier specified by the Customer or organised by the Supplier for the Customer. The customer remains liable for appropriate disposal of all packaging materials and its recycling. 
4.5. The Supplier is not liable for packaging being deemed inappropriate for the goods, 
4.6. The Supplier is not liable for any cost or responsibility arising from the mix of packaging and pallets within a trailer. The Supplier endeavour to pack products safely and as efficiently as possible to minimise transport costs, but remains not liable for such costs and their optimisation.

5. Delivery / Collections

5.1. Our terms of sales are FCA – ST7 1XW unless specified otherwise in writing under INCOTERMS 2020 conditions. 
5.2. May a delivery be organised for the Customer by the Supplier terms of sale are DPU – (Address/Postcode of delivery) under INCOTERMS 2020. 
5.3. The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract, and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods. This includes if deliveries are delayed that are out of the control of the Supplier such as weather or traffic. 
5.4. The Customer shall pay for the delivery cost and the re-delivery cost where deliveries not able to be made where there are any restrictions in place, which the Supplier has not been made aware of. 
5.5. Unless the contract provides to the contrary, the supplier may deliver by instalments. This will be communicated to the customer prior to delivery. Each instalment will be invoiced upon delivery and will be payable when each invoice falls due – regardless of whether the whole order has been delivered in full. 
5.6. All risk in the goods shall pass to the Customer upon delivery. 
5.7. Unless otherwise expressly agreed in writing, delivery shall be made by the Supplier’s chosen delivery/ Courier Company. If the customer is to arrange to collect the goods, this will take place at the premises of the Supplier and the Supplier shall load the Goods on the vehicle provided by the Buyer.
5.8. If Goods are not collected within 5 working days of the agreed collection date, the goods will be delivered to the Customer’s head office at the cost of the customer. 
5.9. If agreed delivery charges are delayed and the customer requires the Supplier to hold the product, storage charges may be incurred by the Customer 
5.10. For goods ultimately destined for delivery abroad, the Supplier will endeavour to submit the origin of each component under the ‘origin of goods’ international regulation. May the Supplier organise a delivery for the Customer abroad of the UK, the Supplier will prepare all documentation in good faith. The Customer remains responsible for the documentation and the duly process through the custom at the other side. The Supplier remains not liable for any costs incurred in the process for extra transport costs at customs due to delays with the paperwork, demurrages and any other possible claim.

6. Installation

6.1. May the Customer require the installation of shelving, the Supplier will quote for the works.
6.2. The price of goods does not include installation which is always quoted separately on an ad hoc basis.
6.3. Installation services typically include the required tools but not any access equipment or MHE.
6.4. Installation is understood to happen in a safe clear environment provided by the Customer. This location must have clear access areas and no other contractors should be on site for the duration of the installation works.
6.5. The Supplier subcontracts installation works to experienced teams in the shopfitting sector.
6.6. The Customer is liable to check all mandatory H&S documentation for a safe proceeding of the works.

7. Title

7.1. Title in the Goods supplied shall not pass to the Buyer until the Supplier has received full payment for those Goods.
7.2. If payment is not received, the Supplier reserves the right to arrange collection of the goods which may include labour costs. All costs will be charged to the Customer.

8. Customer's Obligations

8.1. To enable the Supplier to perform its obligations under this Agreement the Customer shall:
8.1.1. Co-operate with the Supplier;
8.1.2. Provide the Supplier with any information reasonably required by the Supplier. This includes location specifics where there may be restrictions relating to size of vehicles, delivery times, parking and weight of goods.
8.1.3. Obtain all necessary permissions and consents which may be required before the commencement of the services;
8.1.4. In the case of sales where the Goods are to be delivered by the Supplier to the Buyer in a country outside the United Kingdom, the buyer must pay all additional charges or taxes necessary e.g. Goods and Service Tax etc. These additional charges or taxes are not the responsibility of the Supplier.
8.1.5. If goods are agreed to be held in stock by the Supplier, they must be dispatched by the agreed written date otherwise the goods will be invoiced and held in stock with a storage charge incurred, unless a further agreement is reached. This will most certainly apply if the product is a special item for the customer.
8.1.6. Comply with such other requirements as may be set out in the Order Acknowledgement or otherwise agreed between the parties.
8.2. The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 8.1.
8.3. Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Order Acknowledgement, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
8.4. In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this agreement, then the Supplier shall notify the Customer as soon as possible and:
    8.4.1. The Supplier shall have no liability in respect of any delay to the completion of any project;
    8.4.2. If applicable, the timetable for the project will be modified accordingly;
    8.4.3. The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8.5. Where installation services are to take place, it is the Buyers’ responsibility to provide the following services at the Buyers’ own cost and risk, and in good time to enable the Supplier to carry out the installation service:
    8.5.1. Access to any relevant parts of the site;
    8.5.2. Removal from the site of all Buyers’ property not necessary for performance of the service;
    8.5.3. Any scaffolding or plant equipment necessary for the work (unless it is otherwise agreed in writing that the Supplier will provide this);
    8.5.4. All labour not stated in the quotation;
    8.5.5. Lighting, power or water or other necessary services;
    8.5.6. Secure storage for all of the Suppliers equipment on site; and
    8.5.7. The use of welfare facilities and WC
    8.5.8. Collect goods, or, if the Supplier was asked to organise delivery, offload the truck
    8.5.9. Disposal of packaging in the appropriate way, recycling pallets, recycling cardboard etc
    8.5.10. Pay what’s due when or before its due date

9. Alterations to the order acknowledgement

9.1. The parties may at any time mutually agree upon and execute new Order Acknowledgements. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Order Acknowledgement, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
9.2. The Customer may at any time request alterations to the Order Acknowledgement by appealing directly to the Supplier. On request for alterations the Supplier shall supply and submit to the customer an amended Order Acknowledgement, showing altered goods and services and the effect of such alterations, if any, on the price and any other terms already agreed between the parties. Where the product has been ordered, manufactured and/or sprayed by the supplier, any changes to the specification after this time may be chargeable.

10. Warranties Concerning Description of Goods

10.1. Except where the Supplier and the Buyer have otherwise expressly agreed in writing, the sale shall not be by samples submitted, descriptions, illustrations or forecasts in trade literature catalogues/brochures or otherwise howsoever shall be taken as showing type, class or general character only and not as importing terms or warranties as to substance, performance, colour, quality or dimension, and the failure to conform with such samples, descriptions or illustrations shall not constitute any breach of contract on the part of the Supplier.
10.2. Where a sample or samples have been provided to the Buyer to demonstrate their colour, the Buyer shall choose the colour that the Buyer wants by signing the colour sample label attached to the chosen sample, or its packaging, and returning the signed colour sample label to the Supplier. The Buyer shall not be entitled to reject Goods provided by the Supplier for any reason relating to the colour of the goods where the goods supplied are in conformity with the colour chosen by the Buyer as indicated by the colour sample label signed by the Buyer, and Delta E is <5.0.
10.3. Where a sample or samples have been provided to the Buyer for a specific new product designed for the customer, the buyer must provide a written purchase order to confirm the order. Where the product has begun manufacture upon receipt of purchase order, any changes to the specification after this time will be chargeable.


11. Product Warranty

11.1. The Supplier guarantees products supplied for a maximum period of 12 months from the date of delivery where a fault is found due to quality, design or manufacture. This must be reported in writing to the Supplier within 12 months from date of delivery.
11.2. After investigation and should a fault be found, the Supplier will replace or repair the product within a timeframe which shall be notified to the customer by the supplier. This is on the provision that all weight loading capacities, maintenance and installation recommendations as stated in the Operations and Maintenance manual ref GO9 have been adhered to and that there has been no misuse of the product.
11.3. No indemnity or compensation of any kind can be claimed by the customer for the period of time in which it takes for the goods to be replaced or repaired.
11.4. The following is excluded from the Product warranty:
    11.4.1. When installed without adhering to the Supplier’s instructions or the expertise of a professional shopfitter/installer
    11.4.2. Misuses when adjusting shelving (moving shelves around)
    when the shelving has been in contact with cleaning machines or any other mechanical device
    11.4.4. Misuses when the shelving has been stepped on by consumers or anyone in any way
    11.4.5. Product exposed to the elements for whichever length of time
    11.4.6. Product used below 5° Celsius or above 45° Celsius, any other practice which is not a typical indoor retailer’s use of fixtures and outside of the Suppliers’ operating manual
    11.4.7. General wear and tear

12. Indemnification

12.1. The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier

13. Limitation of Liability

13.1. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
13.2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of income, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
13.3. Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

14. Termination

14.1. Either party may terminate this Agreement forthwith by notice in writing to the other if the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
14.2. All monies already due and to become due will remain due, including those for confirmed orders that the customer might not collect or authorise delivery of, and any worth amount at selling value for other stock commitment the customer has taken with the Supplier to facilitate what would have been future supplies;
14.3. The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
14.4. The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
14.5. The other party ceases to carry on its business or substantially the whole of its business; or
14.6. the other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

15. Intellectual Property Rights

15.1. The policy of the supplier is one of continuous technical improvement and the Supplier therefore reserves the right, from time to time, to review, modify or vary the technical specifications and designs of any Goods provided that the Goods as delivered shall be fit for purpose. 

15.2. All designs, technical data, drawings, reports, documents, softwares and information in any form whatsoever (hardcopies, softcopies, 3D designs, samples, products) which the Supplier submits to the Buyer (and the copyright therein) shall remain the Suppliers property, and must not be shown for the intention of copying or manufacturing elsewhere to any third party without the Supplier's express written consent being obtained in advance, and in any event upon the condition of a similar condition being imposed upon any third party. 

15.3. So far as the supplier is aware, no Goods supplied by it infringe any existing patent or design or any other industrial or intellectual property rights, but no warranty express or implied is given in respect of such infringement of patents or other industrial or intellectual property rights by the use or sale of the Goods supplied hereunder. The Buyer shall notify the supplier immediately and the supplier may at its entire discretion and at its own expense conduct through its own lawyers and experts all negotiations and settlement of the sale or any litigation that may arise therefrom. If the buyer requested a specific product design to be manufactured by the supplier, or an existing product to be designed and/or improved by the supplier, the buyer would remain liable for any property rights infringements and will sustain all costs potentially incurred in (including but not limited to legal, reparations, damages costs) directly by the buyer and indirectly by the supplier by means of refund to the supplier.

16. Force Majeure

16.1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services. The party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events

17. Independent Contractors

17.1. The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Order Acknowledgement.
17.2. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

18. Severability

18.1. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

19. Waiver

19.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

19.2. Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the here signed Terms and Conditions, or other address as such party may from time to time have communicated to the other in writing. And If sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

20. Entire Agreements

20.1. This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

21. Governing Law and Jurisdiction

21.1. This Agreement shall be governed by and construed in accordance with the law of England & Wales and the parties hereby submit to the exclusive jurisdiction of the courts.

22. No Returns Policy

22.1. The Supplier does not allow the Customer to return goods, unless under special circumstances and with written consent from a company authorised signatory. If the customer wishes to return goods to the Supplier, they should first contact the The Supplier department. The customer will need to detail the items to be returned, and the reason for the return. This needs to take place within 48 hours of the initial delivery date.
22.2. Each return will be assessed individually and a decision will be communicated to the Customer.
22.3. A return could be arranged if:-
    22.3.1. All shipping costs to return the goods to the Supplier at Talke are paid for by the customer.
    22.3.2. The goods are in immaculate condition – as they were when sent to the customer. A credit note will not be issued if the goods are returned in a poor condition.
    22.3.3. The Customer is responsible for organising the safe packaging of returned goods. The goods should be packaged in the same way as they were when initially sent out by the Supplier. If goods are damaged due to incorrect packaging when returned to the Supplier, no credit note will be issued.
    22.3.4. It will then be decided by the Supplier whether to issue a credit note, or to raise a purchase order to ‘buy back’ the stock. The value at which the Supplier will buy back will be at around 50% of original selling price.
    22.3.5. For the avoidance of any doubt, without a written agreement from the Supplier, it is understood that the Customer remains liable to pay the full amounts as per confirmed orders of the returned goods. 

23. Damaged goods

23.1. Initially, if the packaging appears to be damaged on receipt of goods then the customer will need to write this clearly on the couriers’/delivery companies’ paperwork along with a signature at the time of receiving the goods. The damaged packaging will also need to be reported to the Supplier immediately. Failing to do so waives any right to damaged goods claims.
23.2. The Supplier will allow a 48-hour time frame (starting from the time of the initial delivery) for the Customer to check all goods received for damages. If goods received are in fact damaged (at the fault of the Supplier or our chosen delivery company), this should be notified to the Supplier within the 48-hour frame. The customer should first contact the Supplier and will need to provide full details of the damages (along with a DDT number to allow the order to be traced easily) along with photographs of the damaged goods.
23.3. The decision of the Supplier with regards to reported damaged goods will depend on whether it affects the aesthetics of the product(s) or the overall appearance of the store. The Supplier will decide to either:-
    23.3.1. Request that the customer dispose of the damaged goods and the Supplier will raise a credit note to the customer’s account.
    23.3.2. Request that the customer dispose of the damaged goods and the Supplier will send out free of charge replacements for all damaged goods.
    23.3.3.Arrange collection of the damaged goods from the customer’s premises. Once the stock has been received and checked by the Supplier, a credit note will be raised or free of charge replacements will be sent out
    23.3.4.Agree a discounted figure for the damaged goods rather than replacing or crediting – this will be authorised by the Managing Director.
    23.3.5.Confirm that the Supplier is not responsible for the damaged goods, and they remain fully chargeable. The Supplier will endeavour to speed up the manufacturing of replacement goods that the Customer must order via another purchase order;

Please note – Any damages reported outside of the 48-hour time frame will not be considered for replacement or credit.

24. Shortages

24.1. Any shortages should be notified to the Supplier within 48 hours of the initial delivery of the order. The customer should first contact the Supplier giving full details of the products(s) short delivered.
24.2. The Supplier will immediately endeavour to manufacture and deliver the goods claimed as short of. This is NOT an acceptance of responsibility and the Customer may still be charged for the goods and the delivery charges. This is done to expedite operations onsite.
24.3. The Supplier will then investigate the shortage and will decide either:-
    24.3.1. It has not supplied short because all internal checks of paperwork and stock prove the goods have left (this happens typically when products are lost onsite or when the shopfit proceed with a layout revision different to the one used to quote for the shelving);
    24.3.2.it has supplied short and once confirmed by the Supplier Operations Manager or Warehouse Team Leader that the shortage is due to an error by the Supplier, will then arrange for products to be sent as soon as possible after the shortage has been reported. Should the customer require an express delivery service, the customer will be responsible for any additional cost incurred, unless pre agreed by the Supplier in writing.
24.4. The Supplier remains not liable for any extra cost for onsite labour, extra fitting time, loss of revenue etc for the customer, third party or any other claims

Please note – Any shortages reported outside of the 48-hour time frame will not be considered for credit or replacement. ​

These Terms and Conditions apply to every Order Confirmation/ Acknowledgement and Commitment taken to execute work and/or Services for the Customer

Document Revision: QF30 Rev 6 - July 2023

Download as a PDF Here.