TERMS AND CONDITIONS
Action Office Furniture
1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Quotation;
1.2 “Customer” means the organisation or person who purchases Services from Action Office whose details are stated in the Quotation;
1.3 “Delivery Date” means the date for delivery of the Goods to the Customer’s premises;
1.4 “Goods” means the goods to be supplied to the Customer by Action Office as specified in the Quotation;
1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.6 “Price” means the price of the Goods set out in the Quotation;
1.7 “Quotation” means a statement of work, quotation or other similar document describing the Services to be provided by Action Office;
1.8 “Services” means the delivery and installation of the Goods set out in the Quotation to the Customer’s premises;
1.9 “Action Office” means the partnership business trading as Action Office Furniture whose principal place of business is 63 Victoria Road, Burgess Hill, RH15 9LN.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by Action Office to the Customer.
2.2 Before the delivery date Action Office shall submit to the Customer a Quotation which shall specify the good to be delivered and the Price payable. The Customer shall notify Action Office immediately if the Customer does not agree with the contents of the Quotation. All Quotations shall be subject to these Terms and Conditions.
3 PRICE AND PAYMENT
3.1 The Price is stated exclusive of VAT (unless otherwise stated). The Customer shall pay VAT on Price on which VAT is chargeable in addition.
3.2 The Price shall be paid by the Customer to Action Office in accordance with the payment schedule set out in the Quotation.
3.3 If no payment schedule is set out in the Quotation then the Price shall be invoiced by Action Office to the Customer who shall pay the invoiced amounts within 7 days of receipt of invoice.
3.4 Action Office 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 at a rate of 8% per annum over Barclays Bank PLC base rate from time to time in force. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the Services are rendered.
3.5 In the event that any payment of the Price is not paid in full when due Action Office reserve the right to suspend performance of the Services until such time as payment has been received in full in cleared funds.
4 RISK AND PROPERTY IN THE GOODS
4.1 The Goods shall be at the Customer’s sole risk as from delivery of the Goods to the Customer’s premises.
4.2 In spite of delivery having been made property in the Goods shall not pass from Action Office until:
4.2.1 the Customer has paid the Price plus VAT in full; and
4.2.2 no other sums whatever are due from the Customer to Action Office.
4.3 Until property in the Goods passes to the Customer in accordance with clause 4.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for Action Office.
4.4 Notwithstanding that the Goods (or any of them) remain the property of Action Office, the Customer may use the Goods in the ordinary course of the Customer’s business.
4.5 Action Office shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from Action Office.
4.6 Until such time as property in the Goods passes from Action Office, the Customer shall upon request deliver up the Goods to Action Office. If the Customer fails to do so Action Office may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and
repossess the Goods. On the making of such a request the rights of the Customer under clause 4.4 shall cease.
4.7 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Action Office

 
Without prejudice to the other rights of Action Office, if the Customer does so all sums whatever owing by the Customer to Action Office shall forthwith become due and payable.
4.8 The Customer shall insure the Goods and keep them insured to the full replacement value against ‘all risks’ to the reasonable satisfaction of Action Office until the date that property in the Goods passes from Action Office, and shall whenever requested by Action Office produce a copy of the policy of insurance. Without prejudice to the other rights of Action Office, if the Customer fails to do so all sums whatever owing by the Customer to Action Office shall forthwith become due and payable.
5 DELIVERY
5.1 Action Office shall deliver the Goods to the address of the Buyer on the Delivery Date. The cost of delivery shall be as stated on the quotation. The cost shall be subject to the method of delivery, and shall be payable
in the same manner as the Price.
5.2 For the avoidance of doubt, the Delivery Date or other date given under this Agreement is no more than an estimate, and shall not be of the essence.
6 ACCEPTANCE OF EXAMINATION
6.1 The Customer acknowledges and agrees:
6.1.1 Action Office has given the Customer a reasonable opportunity to inspect the Goods;
6.1.2 that the Customer has inspected the Goods;
6.1.3 that the Customer has satisfied itself as to the condition of the Goods;
6.1.4 that Action Office has not given any warranty or condition as to the quality or fitness for any purpose of the Goods other than those expressly given in this Agreement;
6.1.5 that all conditions or warranties, express or implied (whether by statute or otherwise) are expressly excluded;
6.1.6 that delivery of the Goods to the Customer shall be conclusive evidence that the Customer has examined the Goods and that the Goods are in conformity with the contract description, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required.
7 WARRANTY
7.1 Action Office warrants that the Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
7.2 Action Office warrants that the Services will be free from defects in material workmanship and installation for a period of 1 month after Final Completion (‘the Warranty Period’).
7.3 If Action Office receives written notice from the Customer of any breach of the said warranty then Action Office shall at its own expense and within a reasonable time after receiving such notice reperform the Services or such parts of the Services as are defective or otherwise remedy such defect provided that Action Office shall have no liability or obligations under the said warranty unless it shall have received written notice of the defect in question no later than the expiry of the Warranty Period.
7.4 Action Office shall have no liability or obligations under the said warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time and without charge to the Customer. If Action Office shall fail to comply with such obligations its liability for such failure shall be limited to £5 million provided that such claim is covered by Action Office’s insurance policy a copy of which is available to the Customer. In the event that the failure is not covered by the insurance policy then Action Office’s liability shall be limited to a sum equal to the fees paid by the customer. The foregoing states the entire liability of Action Office whether in contract or tort for defects in the Services notified to it after Final Completion.
7.5 The said warranty is contingent upon the proper use of the Goods by the Customer and does not cover any part of the Goods or Services which have been modified without Action Office’s prior written consent or which has been subjected to unusual physical or electrical stress. Nor will such warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident hazard humidity control or other environmental conditions.
7.6 Without prejudice to Clause 7.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by Action Office.
8 LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Action Office 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 for the Services to which the claim relates. In particular, whilst Action Office takes every due care in performing

the Services, Action Office shall have no liability to make good any damage to the Customer’s premises resulting from the installation of the Goods in the Customer’s premises.
8.2 In no event shall Action Office be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Action Office had been made aware of the possibility of the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit Action Office’s liability for death or personal injury resulting from Action Office’s negligence or that of its employees, agents or sub-contractors.
9 TERMINATION
9.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.2 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;
9.3 the other party commits a material breach of this Agreement which cannot be remedied within a reasonable time following notification by the party alleging the breach;
9.4 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;
9.5 the other party ceases to carry on its business or substantially the whole of its business; or
9.6 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.
10 FORCE MAJEURE
10.1 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, fire, 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, and 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.
11 SEVERABILITY
11.1 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.
12 WAIVER
12.1 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.
13 NOTICES
13.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Quotation or such 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.
14 ENTIRE AGREEMENT
14.1 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. The Customer hereby represents and warrants that it has not entered into this Agreement in reliance of any representation made prior to this Agreement whether given orally or in writing and that this Agreement reflects the entire agreement between the parties. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
15 NO THIRD PARTIES
15.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
16 GOVERNING LAW AND JURISDICTION
16.1 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.