1.1 These standard terms of sale and delivery shall apply to all legal relationships between Momentum Contract Furniture Ltd and the other party which shall hereafter be referred to as 'the purchaser'.
1.2 Any applicability of any other standard terms and conditions which may be used by the purchaser or to which the purchaser may refer in any way is hereby expressly rejected.
1.3 Any deviations from these terms and conditions must be expressly agreed in writing. From such deviations no rights can be derived in respect of legal relationships entered into at a later date.
2 Conclusion of contracts
2.1 All Offers, quotations and the like are free of engagement.
2.2 All contracts of purchase and sale are entered into by Momentum Contract Furniture Ltd on the condition that the purchaser is sufficiently creditworthy and fits with Momentum Contract Furniture Ltd distribution policy.
2.3 Any contract between Momentum Contract Furniture Ltd and the purchaser shall not have come about until the submitted order has been confirmed in writing by Momentum Contract Furniture Ltd and / or the order has been executed by Momentum Contract Furniture Ltd.
2.4 If Momentum Contract Furniture Ltd cannot execute the order submitted by the purchaser immediately or within the agreed term, Momentum Contract Furniture Ltd shall inform the purchaser thereof as soon as possible, stating the term within which Momentum Contract Furniture Ltd expects to carry out the submitted order.
2.5 Delivery is subject to the purchaser maintaining satisfactory credit with Momentum Contract Furniture Ltd. Momentum Contract Furniture Ltd may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial pre-payment or payment of outstanding amounts owed, adequate to Momentum Contract Furniture Ltd in it's discretion, or of purchasers ability to pay. Failure to provide such assurances shall entitle Momentum Contract Furniture Ltd to cancel this contract without further liability or obligation to the purchaser.
3.1 Momentum Contract Furniture Ltd shall submit its quotations on the basis of the prices, rates, terms, levies etc. which are the applicable at the time of the offer.
Quotations are valid for 30 days, unless otherwise agreed in writing.
4. Price guarantee
4.1 If the delivery time is delayed on the request of the purchaser and there is a price increase during this time, the price increase will be passed on to the purchaser.
5.1 Sales are VAT exempt to non EU countries based on the following conditions:
5.2 The goods leave the UK within three months of delivery to the purchaser or date of sales invoice, whichever is sooner.
5.3 Purchaser shall upon the request of Momentum Contract Furniture Ltd provide copies of all shipping documentation pertaining to the goods
5.4 In the event the period of time exceeds 3 months the customer will pay VAT in full to Momentum Contract Furniture. This can be reclaimed when the goods have been shipped and the shipping documentation has been supplied to Momentum Furniture Ltd (up to 6 months after the date of the sales invoice).
6 Customer's own material (COM/COL)
6.1 If Momentum Contract Furniture Ltd decided, upon request to upholster the furniture ordered by the purchaser with upholstery materials to be provided to the latter (so called 'own upholstery'), the purchase and the sale shall be concluded on the following conditions:
6.1.1 Orders involving customers own fabric or leather are subject to the acceptance of that product by the manufacturer.
6.1.2 Own upholstery must be delivered to appropriate manufacturer carriage paid
6.1.3 The purchaser must provide the own upholstery with a label stating Momentum Contract Furniture Ltd order number and item codes
6.1.4 Remnants from the delivered own upholstery can never be claimed back, nor be eligible for compensation, unless otherwise agreed in writing;
6.1.5 In the case of furniture being covered with own upholstery, the period of delivery shall not commence until the upholstery has been received. Use of COL / COM can result in an estimated additional 2-3 weeks on normal lead times.
6.1.6 The purchase must supply A4 samples of the fabric or leather with their order.
6.1.7 Momentum Contract Furniture Ltd accept no responsibility for the suitability or the performance of the upholstery.
6.1.8 Customer's own material (COM or COL) is not covered by the manufacturer's guarantee
6.1.9 A Customers own material disclaimer must be signed and return to Momentum Contract Furniture Ltd with the purchase order, no orders will be placed until this document has been received.
6.1.10 Once accepted by Momentum Contract Furniture Ltd, an order using customers own material or leather may not be changed or cancelled by the purchaser except by prior written consent by Momentum Contract Furniture Ltd.
7.1 Every order we receive is processed within 2 working days. Therefore you should receive your order confirmation within two weeks. If this is not the case the purchaser should contact Momentum Contract Furniture Ltd immediately.
7.2 The order confirmation must be checked carefully and any discrepancies reported to Momentum Contract Furniture Ltd within two working days of receipt, as it states the final execution of how the furniture ordered will be taken into production.
7.3 The order confirmation is binding. Claims about the content of the order confirmation after the order has gone into production unfortunately cannot be accepted.
7.4 Any delay in production caused by the purchaser failing to confirm details required for the order to go into production will result in a delayed delivery to the customer for which Momentum Contract Furniture Ltd accepts no responsibility.
7.5 Momentum Contract Furniture Ltd will not be held responsible for failure to deliver an order due to circumstances beyond our control.
8.1 Unless otherwise agreed in writing deliveries shall be chargeable to the purchaser's place of business or to a delivery address agreed by Momentum Contract Furniture Ltd.
8.2 The purchaser is obliged to enable Momentum Contract Furniture Ltd to deliver the ordered products at the agreed delivery address on the delivery date. If the purchaser fails to fulfil this obligation, Momentum Contract Furniture Ltd shall store the ordered products in its warehouse or elsewhere. The purchaser shall be bound to reimburse Momentum Contract Furniture Ltd any costs relating to this storage.
momentum contract furniture ltd,
31 Charles Street,
t 02920 236 266 f 02920 236 311
vat 771 8857 79 company registration no 5524340
8.3 Unless the parties have agreed otherwise in writing, delivery periods shall be based on the working conditions prevailing at the time of the conclusion of the contract and on timely delivery of products to Momentum Contract Furniture Ltd. By merely exceeding delivery periods, Momentum Contract Furniture Ltd shall not be in default by operation of law.
8.4 Delivery schedules represent Momentum Contract Furniture Ltd estimates only and partial deliveries are permissible. Momentum Contract Furniture Ltd will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipments of products, or for any damages suffered by the purchaser by reason of such delay.
8.5 On delivery it is the purchaser's responsibility to check to goods and sign for the goods in good condition.
8.6 Momentum Contract Furniture Ltd will not accept responsibility for damage not identified upon delivery due to lack of thorough checking.
8.7 Once goods have been signed for in good condition, Momentum Contract Furniture Ltd will not accept any claims for damage.
8.8 Risk shall pass to the purchaser upon delivery.
9 Delivery charges
9.1 Delivery charges are applicable according to Momentum Contract Furniture Ltd delivery charge schedule applicable at the time of delivery.
10.1 If the purchaser delays delivery they will incur charges against any extra shipping, re-delivery, storage charges or consequential loss.
11.1 Payment terms are 40% deposit due on order and balance due 7 days prior to delivery unless otherwise agreed in writing with Momentum Contract Furniture Ltd and subject to satisfactory credit references.
11.2 Payment shall be made either by cheque or credit card or into a bank account to be designated by Momentum Contract Furniture Ltd within the terms stated on the invoice and in the currency stated on the invoice
11.3 Payment for each delivery shall be made by the purchaser without any claim from the purchaser to set off. Even if the delivery period relating to any order is exceeded or if a complaint is lodged, the purchaser shall remain obliged to pay in full and on time.
11.4 All judicial and extra judicial costs in connection with payments shall be for the purchasers account.
11.5 If the purchaser fails to pay on time, he shall be in default without notice of default being required and shall have to pay interest at the rate of 2% per month from the moment the default started.
11.6 As soon as the purchaser fails to fulfil his obligations, he shall also have to pay extra judicial collection costs if and as soon as Momentum Contract Furniture Ltd applies to a third party to seek recourse against the purchaser.
11.7 The extra judicial costs shall be fixed at such amounts as calculated on the footing of the collection rates used by the U.K. Bar.
11.8 Any payment by the purchaser shall primarily serve as settlement of the statutory interest and the judicial and extra judicial costs owed by the purchaser shall the go to reduce the oldest outstanding claim. Purchaser may not hold back or set off any amounts owed to Momentum Contract Furniture Ltd in satisfaction of any claims asserted by the purchaser against Momentum Contract Furniture Ltd.
12.1 Any claim must be logged in writing immediately following the detection of a defect for which Momentum Contract Furniture Ltd is liable, on the understanding that if it concerns an external observable defect the claim must be logged within three working days of the delivery date.
12.2 If the claim is considered well founded, Momentum Contract Furniture Ltd shall, free of charge repair, replace or reimburse, at the option of Momentum Contract Furniture Ltd the (components of) products to which the claim relates.
13.1 All goods sold are subject to manufacturer's guarantee.
14.1 Cancellations must be confirmed in writing to Momentum Contract Furniture Ltd within 5 working days of placing the order.
15 Ownership and title retention
15.1 The title to all products delivered and to be delivered by Momentum Contract Furniture Ltd to the purchaser shall remain with Momentum Contract Furniture Ltd until the purchaser has fulfilled his payment obligation.
15.2 The purchaser is obliged to inform Momentum Contract Furniture Ltd immediately if
15.2.1 He intends to file and / or has been granted a petition for suspension of payment
15.2.2 He intends to file a voluntary petition for bankruptcy and / or has learnt that one or more of his creditors intends to file a petition for his bankruptcy, as well as if he is declared bankrupt.
15.3 If Momentum Contract Furniture Ltd appeals to the title retention referred to in 15.1, Momentum Contract Furniture Ltd shall be entitled to take possession of the delivered products, without judicial intervention.
15.4 Purchaser hereby grants to Momentum Contract Furniture Ltd a continuing money security interest in all products sold and/ or delivered to purchaser and the proceeds thereof. Purchaser shall execute and deliver any financing statements and other documents that Momentum Contract Furniture Ltd may reasonably require for the perfection of such security interest and purchaser hereby authorises Momentum Contract Furniture Ltd to do all other acts reasonably necessary for the establishment, perfection, preservation and enforcement of its security interest.
16 Force Majeur
16.1 Momentum Contract Furniture Ltd shall not be liable for any default or delay in the performance of any of its obligations hereunder if such default or delay is caused, directly or indirectly, by natural disaster, regulations or requirements of any governmental agency, interruptions of transport facilities, supply shortages, or the failure of any party to perform any commitment to Momentum Contract Furniture Ltd relative to the production or delivery of the products, beyond the reasonable control of Momentum Contract Furniture Ltd.
16.2 If due to excusable delay, performance cannot be completed within the original period for performance, the period for performance shall be extended for a reasonable period of time to allow for the completion for performance.
17.1 If the purchaser fails to fulfil any of his obligations towards Momentum Contract Furniture Ltd in any way, as well as in the case of a petition for suspension of payment, suspension of payment itself, petition for voluntary or involuntary bankruptcy or liquidation or cessation of (part of) the purchaser's business operations, then Momentum Contract Furniture Ltd shall be authorised without prejudice to the other rights belonging to Momentum Contract Furniture Ltd and without any obligation to pay damages, to dissolve the contracts in full or in part with immediate effect.
17.2 If Momentum Contract Furniture Ltd dissolves the contract(s), all that the purchaser owes to Momentum Contract Furniture Ltd on whatever account shall become payable upon demand, without any prejudice to any other rights of Momentum Contract Furniture Ltd, while Momentum Contract Furniture Ltd shall become entitled to postpone further execution of any order immediately.
18 Applicable Law
18.1 All contracts between Momentum Contract Furniture Ltd and the purchaser shall be governed by British Law, with the exclusion of the Vienna Sales Convention of 1980.