Sofa Icon Ltd.(“Sofa Icon”) – Terms and Conditions of Sale

1.         Interpretation

1.1       Definitions. In these Conditions, the following definitions apply:

Conditions: these terms and conditions as amended from time to time in accordance with clause 9.6.

Customer: the person or firm who purchases Goods or Services from Sofa Icon.

Goods:  the goods supplied by Sofa Icon.

Order: the Customer’s written acceptance of Sofa Icon’s quotation for Goods and/or Services.

Services:  the installation and/or removal services supplied by Sofa Icon.

Site:  any site at which Services are to be carried out.

Specification:  the description or specification for Goods and/or Services set out in Sofa Icon’s quotation.

1.2       Construction. In these Conditions, a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).  A reference to a party includes its successors or permitted assigns.  Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.  A reference to writing or written includes faxes.

2.         Basis of contract

2.1       These Conditions apply to all contracts for Goods and/or Services between Sofa Icon and the Customer to the exclusion of all other terms and conditions, including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.

2.2       All Orders shall be deemed to be an offer by the Customer to purchase Goods and/or Services from Sofa Icon pursuant to these Conditions.

2.3       The contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Sofa Icon  which is not set out in the Contract.

2.4       Any samples, drawings, descriptive matter or advertising issued by Sofa Icon and any illustrations or descriptions of the Goods contained in RIUK’s website or brochures are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the contract or have any contractual force.

2.5       Any quotation given by Sofa Icon shall not constitute an offer, and is only valid for a period of 30 days from its date of issue unless otherwise agreed in writing by Sofa Icon.

3.         Goods

3.1       Sofa Icon warrants that on delivery the Goods shall:-

(a)        correspond in all material respects with the Specification; and

(b)        be free from material defects in design, materials and workmanship.

3.2       Subject to clause 3.3, if the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.1, Sofa Icon is given a reasonable opportunity of examining such Goods and the Customer (if requested) returns such Goods to Sofa Icon, Sofa Icon shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.  Except as provided in this clause 3.2, Sofa Icon shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty in clause 3.1.

3.3       Sofa Icon shall not be liable for the Goods’ failure to comply with the warranty in clause 3.1 if:-

(a)        the Customer makes any further use of such Goods after giving notice in accordance with clause 3.2;

(b)        the defect arises because the Customer failed to follow Sofa Icon’s reasonable instructions;

(c)        the defect arises as a result of Sofa Icon following any drawing, design or specification supplied by the Customer;

(d)        the defect arises as a result of Sofa Icon using any fabrics or other materials supplied by or specified by the Customer;

(e)        the Customer alters or repairs such Goods without Sofa Icon’s written consent; or

(f)         the defect arises as a result of fair wear and tear, wilful damage or negligence.

3.4       The terms of these Conditions shall apply to any repaired or replacement Goods supplied under clause 3.2.

3.5       Sofa Icon reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

3.6       Where the Customer provides supplies fabric or other materials for use in the manufacture of the Goods, such materials must be clearly marked with Sofa Icon’s order number and must be sent at the Customer’s cost to the location specified by Sofa Icon no later than three weeks prior to the agreed delivery date.  All such materials must be clearly marked to the flammability requirements. No certificate of conformity will be supplied in respect of materials which are not marked in accordance with this clause.

4.         Delivery

4.1       Sofa Icon shall, subject to payment of the price in accordance with clause 6.2, deliver the Goods to the location set out in the Order or such other location as the parties may agree.  Delivery of the Goods shall be completed on the Goods’ arrival at such location by tailboard delivery.

4.2       Unless the parties agree otherwise, Sofa Icon shall use all reasonable endeavours to meet any dates quoted for delivery of the Goods or supply of the Services.

4.3       Customer shall arrange for appropriate parking arrangements at the Site including adequate access for heavy goods vehicles to access within 5 metres of the point of entry.  Early morning delivery can be arranged to avoid parking fines.

5.         Title and risk

5.1       The risk in the Goods shall pass to the Customer on delivery.

5.2       The title to the Goods shall not pass to the Customer until Sofa Icon has received payment in full (in cash or cleared funds) for the Goods and for any other goods that Sofa Icon has supplied to the Customer in respect of which payment has become due.

5.3       Until title to the Goods has passed to the Customer, the Customer shall:-

(a)        hold the Goods on a fiduciary basis as Sofa Icon’s bailee;

(b)        not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)        maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Sofa Icon’s behalf from the date of delivery; and

(d)        notify Sofa Icon immediately if it becomes subject to any of the events listed in clause 8.1. but the Customer may resell or use the Goods in the ordinary course of its business.

5.4       If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, or Sofa Icon reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, and without limiting any other right or remedy Sofa Icon may have, Sofa Icon may at any time require the Customer to deliver up the Goods and, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.         Charges and payment

6.1       The price for the Goods and/or Services shall be the price set out in Sofa Icon’s quotation.  The price is exclusive of VAT which shall be due to be paid by the Customer together with the price.  Customer shall supply its VAT number where exemption is claimed for exports.

6.2       Sofa Icon shall invoice the Customer upon the Order being placed.  Unless the parties agree otherwise, the Customer shall pay 100% of the price on order. If Sofa Icon agrees credit terms with the Customer, Sofa Icon reserves the right to refuse or withdraw credit terms at any time at its sole discretion.

6.3       Without limiting any other right or remedy of Sofa Icon, if the Customer fails to make any payment due to Sofa Icon by the due date for payment, Sofa Icon shall have the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

6.4       The Customer shall pay all amounts due under the contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Sofa Icon in order to justify withholding payment of any such amount in whole or in part. Sofa Icon may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Sofa Icon to the Customer.

7.         Limitation of liability

7.1       Nothing in these Conditions shall limit or exclude Sofa Icon’s liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractor, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

7.2       Subject to clause 7.1:

(a)        Sofa Icon shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of use, loss of business, or any indirect or consequential loss arising under or in connection with the contract; and

(b)        Sofa Icon’s total liability to the Customer 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 total price payable under the contract.

7.3       Except where expressly set out in these Conditions, all warranties, conditions, representations, rights, obligations, liabilities and other terms whether express or implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

8.         Termination

8.1       If Customer commits any breach of these Conditions (including failure to pay any amount due on the due date for payment), enters into any compromise or arrangement with its creditors, suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, if a petition is filed, notice is given, resolution is passed or order is made for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company), is the subject of a bankruptcy petition or order, if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of its undertaking or assets, if any creditor or encumbrancer takes possession of or a distress, execution, sequestration or other such process is levied on or enforced against, the whole or any part of its assets, or it suspends or ceases to carry on all or substantially the whole of its business, Sofa Icon may, without limiting its other rights or remedies, terminate the contract and/or cancel or suspend any outstanding Orders with immediate effect by giving written notice to the Customer.

8.2       Any termination of the contract shall not affect the accrued rights and remedies of the parties as at termination.

9.         General

9.1       Force Majeure. Sofa Icon shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the contract as a result of any event beyond Sofa Icon’s reasonable control (“Force Majeure Event”).  If a Force Majeure Event prevents Sofa Icon from performing its obligations for more than 6 weeks Sofa Icon shall, without limiting its other rights or remedies, have the right to terminate the contract immediately by giving written notice to the Customer.

9.2       Assignment and subcontracting.  Sofa Icon may at any time assign, transfer, charge or deal in any other manner with all or any of its rights under the contract and may subcontract any or all of its obligations to a customer agreed third party.  The Customer shall not, without Sofa Icon’s prior written consent, assign, transfer, charge or deal in any other manner with any or all of its rights or obligations under the contract.

9.3       Waiver.  A waiver of any right under the contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

9.4       Severance.  If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.

9.5       Third parties.  A person who is not a party to the contract shall not have any rights under or in connection with it.

9.6       Variation.  Any variation to the contract shall only be binding when agreed in writing and signed by Sofa Icon.

9.7       Governing law and jurisdiction.  The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.