CONDITIONS OF SUPPLY
1.Definitions and Interpretation:
1.1The following terms as used herein shall have the meaning as stated:
“Company” means Genesys Office Furniture Limited;
“Conditions” means these Conditions of Supply;
“Confidential Information” means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential;
“Contract” means any contract between the Company and the Customer for the supply of any Goods and/or Services, incorporating these Conditions;
“Customer” means any person, firm, company or other organisation who is the addressee of the Company’s quotation or acceptance of order issued by the Company and shall include any successor-in-title of the Customer and any company or entity arising (wholly or partly) by way of any merger, amalgamation, reorganisation or acquisition of the Customer;
“Deliverables” means all documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Services in any form, including, without limitation, computer programs, data, reports and specifications (including drafts);
“Delivery Point” means the place where delivery of any Goods is to take place under clause 5;
“Goods” means any goods or materials agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them), including any goods agreed to be supplied with, or in relation to, any Services;
“Input Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Customer to the Company relating to the Goods and/or Services;
“Intellectual Property Rights” means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
“Output Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Company to the Customer relating to the Goods and/or Services; “Services” means any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including, but not limited to, any installation work to be undertaken in relation to any Goods;
“Site” means the premises at which the delivery of any Goods and/or the performance of any Services shall take place, including, but not limited to, the Customer’s place of business;
“Supplies” means the Goods and/or the Services, depending on the context.
1.2A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.
1.3Any reference to “parties” means the parties to the Contract and “party” shall be construed accordingly.
1.4A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5Words in the singular include the plural and in the plural include the singular.
2.Application of Conditions and Description of Goods and Services:
2.1All quotations are made and all orders are accepted by the Company subject only to these Conditions of Supply, which shall prevail notwithstanding any other terms and conditions which the Customer shall bring to the Company’s notice.
2.2Any quotation is given on the basis that no Contract shall come into existence until the Company accepts the Customer’s order in accordance with the provisions of clause 2.3. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.3The placing of an order following any quotation or other indication of price and delivery shall not be binding on the Company unless and until accepted by the Company in writing.
2.4The Customer shall ensure that the terms of its order and any Input Material and/or any applicable specification are complete and accurate.
2.5Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.6No order of the Customer may be cancelled by the Customer, except with the Company’s express agreement and on such terms as the Company may require.
2.7No order of the Customer may be varied, altered or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such variation, alteration or deferment.
2.8The Company reserves the right to charge the Customer for any Output Material provided to the Customer.
2.9Any surplus fittings or materials shall remain the property of the Company and shall be returned to it.
2.10The quantity and description of any Goods and/or Services shall be as set out in the Company’s quotation or acknowledgement of order.
2.11All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.
2.12The specification for the Goods shall be based upon standard contract specification, unless varied expressly in the Customer’s order and accepted by the Company.
2.13Unless otherwise agreed in advance by the Company in writing, the Customer shall be solely responsible for determining the accuracy of any measurements which may be required to be furnished to the Company in relation to the supply of any Goods.
2.14The Customer will be liable for any additional costs, charges or expenses which arise from any conditions at the Site being at variance with any conditions perceived by or notified to the Company.
2.15The Company has no obligation to accept any variation to the Contract requested by the Customer, whether by addition, substitution or omission (or, without limitation, to the Goods/and or Services to be provided under the Contract) and no such request shall be deemed to be accepted in the absence of the Company’s written agreement to the variation.
2.16If any Goods are to be manufactured, ordered, designed, built, configured, altered, adapted, or subjected to any process by or on behalf of the Company for the Customer and/or any Services are to be performed by the Company, in each case in accordance with any Input Material, specification or design submitted by the Customer, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or any other intellectual property right of any other person resulting from the Company’s use of any Input Material, specification or design so submitted.
2.17The Customer shall ensure that any specification submitted by the Customer does not contravene any applicable safety or other statutory or regulatory requirement.
2.18Any Customer wishing to purchase Goods through the Company’s website is hereby referred to clause 14 of these Conditions.
3.Obligations of the Customer:
3.1 The Customer shall:
(a)be responsible for preparing and maintaining any relevant part of the Site for the performance of the Services and for reinstating any such part of the Site and undertaking any required making good and clean-up work once performance of the Services has been completed;
(b)ensure that conditions at the Site are suitable for the performance of the Services and that any relevant thing required to perform the Services thereon is available, in good working order and provided at the Customer’s sole cost, including but not limited to the provision of a 240 volt 5 amp unswitched spur unit certified in accordance with BS 7671:2001, installed by a qualified electrical contractor (for the avoidance of doubt, the Company shall not be required to undertake any survey of the Site although the Company may opt to do so);
(c)if requested to do so by the Company and without charge, provide facilities at the Site for the off-loading and storage of the Goods and the Company’s tools and equipment in a readily accessible and secure storage area protected from theft and damage and shall be solely responsible for the safekeeping of the Goods and the Company’s tools and equipment whilst the same are stored at the Site;
(d)take all steps to ensure the health and safety of the personnel of the Company whilst they are in attendance at the Site in connection with the performance of the Services and be solely responsible for ensuring the safety of any and all persons who are or may be present at the Site during the performance of the Services, including but not limited to restricting access to those areas of the Site where the Services are or are to be performed to those individuals engaged in performing the Services, or providing assistance to those so engaged;
(e)provide prompt and unobstructed access to and egress from the Site;
(f)inform the Company of any unusual layout, composition or construction of the Site or its parts and for reporting any unusual conditions or obstacles to the performance of the Services at the Site to the Company;
(g)notify the Company of any special properties of, or requirements of the Customer in relation to, any surfaces, fixtures or fittings at the Site, as the Company shall not in any event be held liable for any damage resulting directly or indirectly from the installation of any Goods to the Customer’s property, fixtures or fittings, including but not limited to damage caused by the drilling of walls, tiles, glass or other surfaces, the removal of fixtures and fittings whether obsolete or not, or damage to porous or any other materials, nor shall the Company be held liable for any damage to the Customer’s property resulting directly or indirectly from the delivery of Goods to the Site;
(h)ensure that any materials and/or surfaces upon which the Services are to be performed comply with any tolerances required by the Company and are of adequate strength to withstand any work undertaken on them by the Company and to support the Goods and the maximum loads to be imposed on the Goods;
(i)at all times during the performance of the Services ensure, insofar as it is reasonably practicable to do so, that other trades or operations are not undertaken on that part of the Site where the performance of the Services is to take place, so as to ensure that the Services can be performed in one continuous, uninterrupted operation during the Company’s normal working hours;
(j)be responsible at its own cost (other than for statutory obligations placed solely on the Company) for obtaining all consents, permissions, easements and licences necessary for the performance of the Services in accordance with these Conditions and for conforming with all Statutes and Orders, Regulations and By-Laws which are applicable at any time to the Services and shall indemnify and keep indemnified the Company against any actions, proceedings, costs, charges, claims or demands arising out of or in connection with any breach of this Condition 3.1 (j);
(k)provide the Company with all information, co-operation and support that may be required to enable the Company to carry out its obligations to the Customer; and
(l)effect and maintain appropriate insurance at the Site on an all risks basis and in an adequate amount.
3.2The Customer shall not, without the prior written consent of the Company, whether acting on the Customer’s own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf), at any time from the date of first provision of the Services to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
3.3Any consent given by the Company in accordance with clause 3.2 shall be subject to the Customer paying to the Company a sum equivalent to 15 % of the then current annual remuneration of the Company’s employee, consultant or subcontractor.
4.1Prices for the Supplies, howsoever given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for the Supplies shall be the price confirmed by the Company in its written notification of acceptance of the Customer’s order pursuant to clause 2.3.
4.2The Company reserves the right, by giving notice to the Customer at any time before delivery or provision of the Supplies, to increase the price of the Supplies to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, any increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Supplies which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate, accurate or complete information or instructions.
4.3Unless otherwise stated, the price quoted will be exclusive of Value Added Tax which will be charged at the rate which is applicable at the date of dispatch of the Goods or commencement of performance of the Services.
4.4Unless otherwise agreed in writing between the Customer and the Company, all prices for the supply of Goods are given by the Company on an ex works basis and the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.5The Company’s time-based rates are calculated from the time of dispatch or departure from the Company’s premises to the time of return thereto. A mileage charge is also charged, as applicable, to overtime rates and call out costs whether or not incurred in an emergency and will be applied based upon such rates and costs as are published by the Company from time to time.
4.6Any waiver or reduction of any price will only be applicable if agreed by the Company in writing.
5. Delivery and Performance:
5.1Whilst the Company will use its best endeavours to provide the Supplies in accordance with the Customer’s requirements, the Company will not be liable for any consequences of any delay in the provision of the Supplies, howsoever caused.
5.2Unless otherwise agreed in writing by the Company, the delivery of the Goods and the performance of the Services shall take place at the Customer’s place of business.
5.3According to the service selected by the client, delivery/Installation of the Goods will be undertaken by a courier service, or appropriate installation contractor, but the Company will not be liable for any consequences of any delay in the provision of the Supplies, howsoever caused.
5.4If so stipulated in the Company’s written acknowledgement of order, the Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
5.5If delivery involves difficult access to or at the Delivery Point and/or the Delivery Point is located at an unreasonable distance from any feasible vehicular access point, the Company reserves the right to levy an extra delivery charge.
5.6The Company may deliver the Goods by separate instalments and perform the Services in separate tranches. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.7Each instalment shall be a separate contract.
5.8No cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment.
5.9If for any reason the Customer fails to accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, the Company will charge the Customer an abortive delivery charge and:
(a)risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
(b)the Goods shall be deemed to have been delivered; and
(c)the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or
(d)sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale the Goods), charge the Customer for any shortfall below the Charges for the Goods.
6.Confidential Information and Intellectual Property Rights:
6.1The Customer and the Company agree that in the course of the Company providing Goods and/or Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party.
6.2The Customer acknowledges the Company’s ownership of any Intellectual Property Rights in any Deliverables and any Output Material and in any Goods and/or Services provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. Without limitation, the Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that, without limitation, any and all Intellectual Property Rights developed by the Company in performing any Services or providing any Goods shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this clause 6.2.
7.1Subject only to any special terms agreed in writing between the Company and the Customer, the Company shall be entitled to invoice the Customer for the price of the Supplies on or at any time after acceptance of the order.
7.2Provided that the Customer has produced references which in the Company’s opinion are satisfactory, then settlement terms will be net 30 days from the invoice date. In all other cases payments shall be made in advance upon submission by the Company of a pro-forma invoice. The time of payment of the price shall be of the essence of the Contract.
7.3All payments shall be made without any deduction, withholding or set-off.
7.4Failure by the Customer to pay any invoice by its due date shall entitle the Company to: a) at its option, to charge interest at the rate of five percent (5%) per annum above Lloyds TSB Bank plc’s base lending rate from time to time calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); b) to charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer; c) suspend any warranty for the Supplies or any other goods or services supplied by the Company to the Customer, whether or not they have been paid for; d) appropriate any payment made by the Customer to such of the Supplies as the Company may think fit; e) set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever; f) terminate the Contract, or suspend or cancel any future delivery of Goods and/or performance of Services; and g) cancel any discount (if any) offered to the Customer. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.5All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
The Company reserves the right to defer the date of provision of the Supplies, or to cancel the Contract or reduce the volume of the Supplies ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business (wholly or in part) due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic (including COVID-19), lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.
9.1The Company will endeavour to transfer to the Customer the benefit of any manufacturer’s warranty or guarantee given to the Company and the Company warrants (subject to the other provisions of these Conditions) that:
(a)on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b)if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in its written acceptance of the Customer’s order that it will supply Goods suitable for that purpose, then the Goods shall be reasonably fit for the purpose so stated; and
(c)the Services will be performed with reasonable skill and care.
9.2The Company’s liability pursuant to clause 9.1 shall be limited: a) for Goods, to the replacement of any part of the Goods found to be defective and notified to the Company within the period set forth in clause 9.3 (or, if the claim is on any manufacturer’s warranty, within the relevant manufacturer’s warranty period); and b) for Services, to re-performing those Services found not to have been performed with reasonable skill and care and notified to the Company within the period set forth in clause 9.3.
9.3Any failure, defect or deficiency in, or shortage or malfunction of the Goods alleged to exist at the time of delivery due to damage or loss in transit shall be notified to the Company within 7 days from delivery of the Goods and any deficiency in the performance of the Services shall be notified to the Company within 7 days of completion of the performance of the Services; otherwise, the Supplies shall be deemed to be satisfactory and a charge will be made for additional rectification work.
9.4The Company shall not be liable for any breach of any warranty in clause 9.1, if: a) the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; b) the Customer modifies, adjusts, alters or repairs the Goods without the prior written consent of the Company; c) the defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; d) the defect arises from any specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse of the Goods or from any other cause which is not due to the neglect or default of the Company; e) the defect relates to electrical work or other work external to the Goods, or arises by virtue of any act or omission of the Customer relating to the operation of the Goods, or through transportation or relocation of the Goods not performed by, for or on behalf of the Company, or by subjecting the Goods to any unusual physical or other stress or adverse environmental conditions; f) the full price for the Supplies has not been paid by the time for payment stipulated in clause 7.2; or g) the defect is of a type specifically excluded by the Company by notice in writing.
9.5If upon investigation, the Company reasonably determines that any defect or deficiency in, or shortage or malfunction of the Supplies is a result of, or is excused by, any of the matters referred to in clause 9.4, the Customer shall be liable for all costs reasonably incurred by the Company in investigating the same and determining the cause.
10.Exclusion of liability and indemnity:
10.1The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a)any breach of these Conditions;
(b)any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c)any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
10.3Nothing in these Conditions excludes or limits the liability of the Company:
(a)for death or personal injury caused by the Company’s negligence; or
(b)under section 2(3), Consumer Protection Act 1987; or
(c)for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d)for fraud or fraudulent misrepresentation.
10.4Subject to Condition 10.2 and Condition 10.3:
(a)the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b)the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.
The Company reserves the right without prior approval from or notice to the Customer to make any changes in the specification of the Goods and/or Services which are required to conform to any applicable safety or other statutory or regulatory requirements or which, in the reasonable opinion of the Company, do not materially affect the specification of the Goods and/or Services.
12.Risk and Title:
12.1The Goods are at the risk of the Customer from the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered the delivery of the Goods.
12.2Title to the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a)the Goods; and
(b)all other sums which are or which become due to the Company from the Customer on any account.
12.3Until title to the Goods has passed to the Customer, the Customer shall:
(a)hold the Goods on a fiduciary basis as the Company’s bailee;
(b)store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(c)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and indemnify the Company against all loss or damage of whatsoever nature affecting the Goods;
(e)notify the Company immediately if it becomes subject to any of the events listed in Conditions 13.1 (d) to 13.1 (j) inclusive;
(f)not assign to any other person any rights arising from a sale of the Goods without the Company’s written consent (and then only subject to a set of terms and conditions containing a Risk and Title clause which is at least as onerous as this Condition 12); and
(g)give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell the Goods in the ordinary course of its business, provided that it shall hold the entire proceeds of any such resale upon trust for the Company until the Goods have been paid for in full and shall keep all such trust monies in a separate bank account which shall not be overdrawn and in which such trust monies are not mingled with its own or any other monies. The Customer acknowledges and agrees that a sale by an administrator or liquidator as part of or in connection with the sale of the assets or part of the assets of the Customer is not in the ordinary course of the Customer’s business.
(h)the Customer is late in paying for the Goods; or
(i)the Customer is late in paying for any other goods or services supplied by the Company; or if
(j)before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Conditions 13.1 (d) to 13.1 (j) inclusive or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then:
(k)without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Company may enter any premises of the Customer or of any third party where the Goods are stored or kept in order to recover them. The Customer shall not keep the Goods at any premises other than such premises as shall be specified in writing by the Customer to the Company prior to the dispatch of Goods to the Customer, or at any premises at which the Customer does not have the right to grant access to the Company.
13.1Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a)the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b)the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c)the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d)the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a Company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f)a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g)an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h)a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i)a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j)a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k)any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 13.1(d) 13.1(j) (inclusive); or
(l)the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m)there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
13.2On termination of the Contract for any reason:
(a)the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of any Goods and/or Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
(b)the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
14.Orders for Goods placed through the Company’s Website:
14.1The site www.genesys-uk.com is a site owned and operated by Genesys Office Furniture Limited, (company number 8895220) a company incorporated under the laws of England with its registered office at The Retreat, 406 Roding Lane South, Woodford Green, IG8 8EY, Essex, United Kingdom and main trading address at 6 Townsend Road, Ashford, TW15 3PS, Middlesex, United Kingdom. The Company’s VAT registration number is 180 2462 27.
14.2This clause 14 sets out the terms on which the Company supplies any of the Goods which are available for purchase through the Company’s website at www.genesys-uk.com to the Customer. The provisions of each of the other Conditions herein shall also apply, without limitation, to any and all orders for Goods placed through the Company’s website.
14.3By placing an order through the Company’s site, the Customer warrants that:
(a)the Customer is legally capable of entering into binding contracts; and
(b)the Customer is at least 18 years old.
14.4After placing an order, the Customer will receive an e-mail from the Company acknowledging that the Company has received the Customer’s order. Please note that this does not mean that the Customer’s order has been accepted. The Customer’s order constitutes an offer to the Company to buy Goods. All orders are subject to acceptance by the Company, and the Company will confirm such acceptance to the Customer by sending the Customer an e-mail dispatch confirmation verifying that the Goods have been dispatched. The Contract between the Customer and the Company will only be formed when the Company sends the Customer the dispatch confirmation.
14.5The Contract will relate only to those Goods whose dispatch the Company has verified in the dispatch confirmation. The Company will not be obliged to supply any other Goods which may have been part of the Customer’s order until the dispatch of such Goods has been verified in a separate dispatch confirmation.
14.6The Customer’s order will be fulfilled by the delivery date set out in the dispatch confirmation or, if no delivery date is specified, then within a reasonable time of the date of the dispatch confirmation.
14.7All quoted prices exclude VAT (where applicable) unless otherwise stated. VAT and delivery charges will be added to the sales total at the checkout stage.
14.8The price of any Goods will be as quoted on the Company’s website from time to time, except in cases of obvious error.
14.9Prices are liable to change at any time, but changes will not affect orders in respect of which the Company has already sent the Customer a dispatch confirmation.
14.10The Company’s website contains a large number of Goods and it is always possible that, despite the Company’s best efforts, some of the Goods listed on the Company’s website may be incorrectly priced. The Company will normally verify prices as part of the Company’s dispatch procedures so that, where the correct price of the Goods is less than the Company’s stated price, the Company will charge the lower amount when dispatching the Goods to the Customer. If the correct price of the Goods is higher than the price stated on the Company’s website, the Company will normally, at the Company’s discretion, either contact the Customer for instructions before dispatching the Goods, or reject the Customer’s order and notify the Customer of such rejection.
14.11The Company is under no obligation to provide the Goods to the Customer at the incorrect (lower) price, even after the Company has sent the Customer a dispatch confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing.
14.12The Company accepts payment via BACS transfer, VISA and Mastercard.
14.13Subject to the rights of any Customer who contracts with the Company as a consumer (see Conditions 14.14-14.18 below) no cancellation, suspension or variation of the Contract requested by the Customer shall be valid unless agreed with the Company in writing and such agreement will only be given, subject to adequate compensation or expenses incurred in connection with the Contract and for any loss of profit. In addition to the above compensation, the Company may impose a cancellation, restocking and administrative charge at its discretion.
14.14A Customer shall be deemed to be placing their order for Goods from the Company as a consumer if the Customer is not acting for the purposes of their business, trade or profession in purchasing Goods from the Company. All other Customers shall be deemed to be business customers.
14.15Consumers have a statutory right to cancel a contract for any reason at any time within seven working days, beginning on the day after the Goods have been received. If this cancellation right is exercised, the Customer will receive a full refund of the price paid for the Goods together with a refund of the cost of delivery to the Customer. The Customer will be responsible for returning the Goods to the Company, at the Customer’s cost. The Company will process any refund due to the Customer within 30 days of the day the Company received the Customer’s notice of cancellation.
14.16To cancel a Contract in accordance with Condition 14.15, the Customer must inform the Company in writing and must return the Goods to the Company immediately thereafter, at the Customer’s own cost and risk. The Customer has a legal obligation to take reasonable care of the Goods while they are in the Customer’s possession. If the Customer fails to comply with this obligation, the Company may have a right of action against the Customer for compensation.
14.17The statutory cancellation right described in Conditions 14.15 and 14.16 is in addition to any other right that the Customer might have to reject the Goods, for instance because they are faulty or defective.
14.18The Customer will not have the right to cancel a contract in accordance with the Customer’s statutory right of cancellation in respect of any special order, custom made or customised Goods.
14.19The Customer’s order will be fulfilled by the delivery date set out in the dispatch confirmation or, if no delivery date is specified, then within 30 days if the Customer is contracting as a consumer, or within a reasonable time of the date of the dispatch confirmation if the Customer is contracting as a business customer.
14.20Once Goods have been delivered and signed for, they will be held at the Customer’s risk and the Company will not be liable for their loss or destruction. The Customer has the right to refuse delivery of a damaged item, but the Company asks that the Customer inform the Company immediately by telephone so that the Company can notify the relevant party and authorise removal of the Goods from site. A signature is required upon delivery for all Goods delivered by the Company or its direct supplier.
14.21Couriers will make delivery to the door (or site) only. They will not in any case, deliver items further than the entry door to the premises. Under no circumstances will delivery drivers be responsible for unpacking and positioning the Goods. The Company asks that the Customer ensures that they have necessary personnel in place at the time of delivery to position the Goods.
14.22Goods must be examined upon delivery for any and all obvious signs of damage and a record of this must be added to the delivery driver’s paperwork; the Company therefore requests that the Customer add the words ‘un-checked package’ adjacent to the Customer’s signature on the driver’s electronic pad. If for any reason this is not possible, the Customer must notify the Company within 24 hours of delivery should there be any damage to, or items missing from, the Customer’s order.
14.23The Customer must make sure they are aware of all dimensions of the Goods ordered to ensure that the Goods will fit through any doorways, staircases and lifts etc. at the delivery address. Items will be delivered to the delivery address specified at the time of order but may not necessarily be signed for by the named contact. All Goods are subject to availability.
14.24The Company reserves the right to charge for all failed deliveries. Costs the Company has incurred as a result of failed delivery will be passed onto the Customer. In the case of a failed delivery, Goods will be returned to the Company’s warehouse or the Company’s direct supplier. Any delay in delivery will not entitle the Customer to cancel the order.
14.25Unless otherwise stated by the Company, installation of the Goods is the Customer’s sole responsibility. Electrical appliances must be installed by a qualified engineer and a certificate from the engineer should be obtained by the Customer.
14.26The Company’s returns policy applies to all Goods in an unused condition. All packaging and associated literature must accompany the returned Goods.
14.27Subject to the rights of any Customer who contracts with the Company as a consumer (see Conditions 14.14-14.18 above) any Goods returned to the Company by the Customer will be examined by the Company and the Customer will be notified via e-mail within a reasonable time of any refund to which the Customer is entitled. The Company will usually process the refund as soon as possible thereafter. Goods may not be returned without prior notification and an order number must be obtained from the Company prior to returning the Goods. A restocking charge will be payable on each order which will be outlined in full to any Customer wishing to make a return. Any special order/custom made Goods may not be returned unless the Goods are found to be damaged and/or faulty. The return of goods is entirely at the Company’s discretion.
14.28The Company will normally refund any money received from the Customer using the same method originally used by the Customer to pay for the Customer’s purchase.
15.1No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions of Supply.
15.2Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.
15.3Neither the Company nor the Customer intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.4If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
15.5The Company shall be entitled at its discretion to perform any of the obligations assumed by it and to exercise any of its rights granted to it under the Contract through any other company or subsidiary.
15.6The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.
15.7Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application by either party to the President for the time being of the Law Society whose decision as to the type, qualifications and experience of such arbitrator shall be final and binding on the parties.
15.8The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.
15.9These Conditions of Supply shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.