Terms and Conditions of Sale

1. Interpretation

In these Conditions:

1.1 the following definitions apply:
‘Buyer’ means the person who buys or agrees to buy Goods or other services from NJF;
‘Conditions’ means the terms and conditions of sale set out in this document;
‘Contract’ means the agreement between NJF and the Buyer for the supply and purchase of the Goods and Services incorporating these terms and the Quotation;
‘Delivery Date’ means the date specified by NJF when the Goods are to be delivered or collected;
‘Delivery Location’ means the location specified in an Order to which NJF will deliver, or procure the delivery of, the Goods;
‘Deposit’ means the payment required to be made by the Buyer to NJF before NJF is required to start supplying the Goods and Services, as specified in the Quotation, together with any VAT payable thereon;
‘Force Majeure’ means any act of God, war, public transport or other strikes, walk outs, lockouts, industrial action, fire, flood, drought, tempest, severe weather conditions, breakdown of plant or machinery, or other event beyond the reasonable control of either party;
‘Goods’ means the goods which the Buyer agrees to buy from NJF;
‘Insolvent’ means that the Buyer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), becomes insolvent, an order is made or a resolution passed for the administration, winding-up or dissolution of the Buyer (otherwise than for the purposes of a solvent amalgamation or reconstruction), an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the Buyer, or the Buyer enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction, or ceases carrying on business;
‘Installation Services’ means the installation of the Goods, which NJF may agree to perform for the Buyer;
‘Installation Terms’ means the terms and conditions for the provision of Installation Services by NJF;
‘NJF’ means Neal Jones Furniture Ltd (company number 06814654), The Meadows, Hampson Lane, Hampson Green, Lancaster, LA2 0HY.
‘NJF Instructions’ means the documentation and guidance (including any care instruction manuals or similar) provided to the Buyer by NJF prior to or upon delivery of the Goods, detailing how the Goods should be used, operated and maintained;
‘Order’ means the Buyer’s order for the Goods and Services, in the form accepted by NJF;
‘Price’ means the price for the Goods and Services;
‘Quotation’ means NJF’s quotation issued to the Buyer in respect of the Goods and Services;
‘Services’ means the services which the Buyer agrees to buy from NJF; and
‘Site’ means the yacht or premises on which Goods are to be installed or housed.

1.2 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 a reference to a party includes its personal representatives, successors or permitted assigns.

1.4 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.5 any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or similar shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6 a reference to ‘writing’ or ‘written’ includes faxes and e-mails.

2 Conditions applicable
2.1 These Conditions, the Quotation and the Installation Terms (if Installation Services are to be provided by NJF) apply to all Contracts to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate or which are implied by trade custom or practice.

2.2 An Order constitutes an offer by the Buyer to purchase the Goods and Services in accordance with these Conditions, on the basis of the Quotation. The Order shall only be deemed accepted when NJF accepts the Order, at which point the Contract shall come into existence. Acceptance may be verbal or written or by the delivery of Goods or acceptance of Services, whichever is sooner. The Quotation shall not constitute an offer.

2.3 The Buyer is responsible for ensuring that the Order is complete and accurate.

2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of NJF which is not in writing in the Contract.

2.5 Any descriptive matter or advertising produced by NJF and any descriptions or illustrations contained in NJF’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 Unless otherwise stated, any Quotation is open for acceptance for 30 days from the date of issue.

2.7 In the event of any conflict between a provision of the Conditions, the Installation Terms and the Order, the provisions shall apply in the following decreasing order of precedence: (1) the Conditions; (2) the Installation Terms; and (3) the Order.

2.8 For the avoidance of doubt, the Buyer’s purchase of any Goods or Services does not include any maintenance of the Goods, which can be provided at additional cost by agreement.

3 Deposit – – THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

3.1 NJF shall invoice the Buyer for the Deposit upon acceptance of the Order. Payment of the Deposit is due within 7 days of the date of receipt of NJF’s invoice. NJF shall not be obliged to start providing the Services or production of the Goods until payment of the Deposit has been received in cleared funds.

3.2 If, after payment of the Deposit, the Buyer cancels the Order or the Contract is terminated for any reason other than termination of the Contract by NJF without cause, NJF may retain the whole or any part of the Deposit as liquidated damages. The liquidated damages represent a genuine pre-estimate of NJF’s loss and is without prejudice to any other remedy available to NJF, and includes but is not limited to, any direct or indirect losses, loss of profit, loss of business opportunity, and/or loss of revenue.

4 The Price and payment
4.1 The Price shall be the price set out in the Quotation, subject to alteration if (i) there are any changes or additions to the design, finish, metal, metal finish or liquid metal finish specified in the Quotation; or (ii) more than two revisions of the technical drawings submitted to the Buyer with the Quotation are required (charged at a day rate of £500), and subject to a full Site survey being carried out by the Buyer. The Price is exclusive of VAT, which shall be due at the rate prevailing on the date of NJF’s invoice and payable at the same time as the Price. Unless otherwise agreed, the Price is exclusive of carriage, insurance, and installation. We reserve the right to revise our prices in the event of any omissions from the work and will provide a separate estimate for any addition to the quote as and when required as a Variation to Order.

4.2 During the design and manufacture of the goods, if any costs of materials increase above 10% of the costs used in the quotation, NJF reserves the right to pass those costs onto the customer as an additional price to the Order.

4.3 Any finished prototypes required by the Buyer will incur additional charges.

4.4 The Price shall exclude the cost of any expenses reasonably incurred by NJF in connection with the Contract (including visits to the Site required in accordance with these Conditions or requested by the Buyer) including travel costs, accommodation, food and any craftsman’s tools transported to the Site, which shall be payable by the Buyer upon receipt of invoice from NJF.

4.5 In respect of the balance of the Price (after accounting for payment of the Deposit) NJF shall issue:
4.5.1 its invoice for the entire balance of the Price and VAT thereon at any time on or after completion of the production of the Goods; or
4.5.2 invoices for the relevant instalments of the balance of the Price (together with any VAT thereon), in accordance with the payment milestones specified in the Quotation.

4.6 Notwithstanding clause 4.2, if delivery of the Goods is delayed by more than a month due to the Delivery Location or Site not being ready, NJF shall be entitled to issue its invoice for the total balance of the Price (together with any VAT thereon). Payment of such invoice shall be due within 7 days of the date of invoice.

4.7 Time for payment shall be of the essence.

4.8 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% above Lloyds Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

4.9 If the Buyer fails to make any payment on or before the due date for payment then without prejudice to any of NJF’s other rights (including pursuant to clause 4.6) NJF may:
4.9.1 suspend or cancel deliveries of any further Goods or performance of any other Services due to the Buyer; and/or
4.9.2 apply any sums which the Buyer has paid to it in respect of the Contract or otherwise towards payment of the sums due.

5 The Goods
5.1 The quantity and description of the Goods shall be as set out in the Quotation.

5.2 The prices are based on the colour visuals provided, the descriptions and information received and may be subject to alteration if there are any design changes, any material changes, any finish changes.

5.3 Any finish changes to our proposed finishes through our samples that we have allowed for, metal changes, metal finish changes to those specified above in our descriptions or any new extras, which we have not accounted for from this information received. Any differences or changes to the design from our description in the order may cause an increase in our quotation and effect the stipulated delivery dates.

5.4 If NJF supplies drawings of the Goods to the Buyer, the Buyer must check that the drawings accord with the Buyer’s requirements, and tell NJF within the timescale specified by NJF whether it approves the drawings. In particular it is the Buyer’s responsibility to check all dimensions of the Goods. Dimensions may change through the creation of technical drawings and prototypes.

5.5 If NJF supplies the Buyer with sample timber and veneers, the Buyer must tell NJF within the timescale specified by NJF whether it approves the samples. However, as a natural product the Buyer acknowledges that the samples may not accord precisely with the finished Goods. Actual square leaf is used to provide any gilded finish or Verre Eglomise finish, so leaf lines will be apparent due to the composition of a square gilded leaf.

5.6 Manufacture of the Goods will not commence until the Buyer’s approval to any drawings and/or samples supplied pursuant to clauses 5.4 and/or 5.5 has been received, Mechanical and Electrical contractors (if any are needed) have been appointed in respect of the Site, and all walls at the Site have been finished. If the Buyer fails to tell NJF whether the drawings and/or samples are approved within the timescales specified by NJF, NJF shall not be responsible for any delay in delivery of the Goods.

5.7 If, after approval of the drawings and/or samples by the Buyer, NJF commences manufacture and the Buyer subsequently wishes to make amendments, NJF will use reasonable endeavours to accommodate the amendments but this shall be entirely at the Buyer’s cost, and NJF shall not be responsible for any delay in delivery of the Goods.

5.8 Unless otherwise specified by NJF, the Goods are supplied to exist in rooms where the relative humidity levels are in the range of 45% to 50% (+/- 5%) and the temperature to be between 10 and 32 degrees Celsius, regardless of the season. The Buyer should ensure that the Goods are only kept in such suitable and consistent environmental conditions, bearing in mind the positioning of the Goods in the room (including proximity to any heat source), and that extremes or sudden changes in relative humidity are avoided.

6 NJF guarantee
6.1 NJF provides the following guarantee in respect of the Goods (NJF Guarantee):
6.1.1 From the date of delivery of the Goods, and for a period of 12 months thereafter, the Goods shall remain fit for the purpose for which they were supplied.

6.2 NJF’s responsibility under the guarantee set out in clause 6.1 shall not apply in respect of:
6.2.1 damage to the Goods caused by the Buyer or a third party in moving or handling the Goods;
6.2.2 the Goods being dislodged from deck fixings due to the wind or other weather conditions or any other reason (including any very extreme movement of the boat);
6.2.3 Goods fitted to the Site with improper deck fixings that do not meet any advice or requirements given by NJF in terms of the types of fixings suitable to use in connection with the Goods;
6.2.4 any deck fixings or electrical components;
6.2.5 the installation of the Goods including unwrapping and delivery, whether by NJF or a third party;
6.2.6 fair wear and tear;
6.2.7 any wilful or accidental damage or damage caused by the negligence of the Buyer;
6.2.8 damage caused to Goods due to:
6.2.8.1 prolonged exposure to UV rays and/or sunlight;
6.2.8.2 fire, flood or exposure to any severe environmental conditions for which the Goods and any Installation Services were not designed, including smoke, damp and high temperatures;
6.2.8.3 rain covers or the use thereof, where such rain covers are not supplied by NJF;
6.2.8.4 any use of the Goods for any purpose which was not foreseeable by NJF, and/or that the Buyer failed to inform NJF of in writing at the time of Order, or which it would not be reasonable to expect such Goods to be used for;
6.2.9 damage caused to the Goods due to any failure to observe any of the requirements set out in clause 7.1; and
6.2.10 any Goods which have been modified, taken apart or repaired by the Buyer or any third party without the prior written approval of NJF.

7 Use of the Goods
7.1 The Buyer shall, and shall procure that:
7.1.1 any users of the Goods shall, only use the Goods in accordance with the provisions of the NJF Instructions;
7.1.2 suitable exterior fabric rain covers provided by NJF are used at all times on any Goods for exterior use when such Goods are not in use to help protect the Goods from exposure to UV rays, rain, sea spray and other elements;
7.1.3 the Goods are regularly maintained and cleaned in accordance with NJF Instructions to prevent the build-up of any dirt and grime;
7.1.4 the Goods are kept covered up when not in use including during the night, and that all covers are securely placed on the Goods to avoid them being displaced in poor weather;
7.1.5 any removable upholstered Goods are stored indoors when the Goods are not in use;
7.1.6 any standing water on the Goods is removed immediately; and
7.1.7 the Goods are sited in suitable positions on the Site, avoiding any proximity to any heat sources, direct sunlight and sudden changes in temperature and weather conditions where possible.

7.2 The Buyer accepts that it is the natural inherent characteristic of any wood incorporated into the Goods that the colour and grain will vary due to UV and other environmental factors and will change over time. Timber is a living breathing material and will shrink and expand from summer to winter. High gloss lacquered finishes will sink into the grain over time and will mark through natural wear and tear. Mirror polished metalwork will mark through natural wear and tear. All finishes including but not limited to stone, fabric, leather, timber, veneer will fade and change colour over time and in particular with prolonged UV exposure. NJF cannot accept any liability for discolouration, or characteristics of the grain variation compared to the sample supplied by NJF, and that cannot be clearly observed from the time of lacquering.

8 Warranties and liability
8.1 NJF will provide the Services to the Buyer in accordance with the Contract and with reasonable care and skill.

8.2 NJF warrants that the Goods will at the time of delivery correspond in all material respects to the description given by NJF.

8.3 NJF will, at its option, repair, replace or refund the Price of Goods that do not comply with clause 8.2, provided that the Buyer:
8.3.1 notifies NJF in writing:
8.3.1.1 upon collecting the Goods if the Buyer is to collect the Goods; or
8.3.1.2 within 24 hours of delivery of the Goods if NJF is to deliver the Goods to the Buyer,
8.3.1.3 that some or all of the Goods do not comply with clause 8.2 and identifying in sufficient detail the nature and extent of the defects;
8.3.2 gives NJF a reasonable opportunity to examine the defective Goods; and
8.3.3 returns the defective Goods to NJF.

8.4 The Buyer will be deemed to accept the Goods if it does not notify NJF of any failure of the Goods to comply with clause 8.2 within the time periods set out in clause 8.3.1.

8.5 The provisions of the Contract will apply to any Goods that are repaired or replaced with effect from delivery of the repaired or replaced Goods.

8.6 NJF will not be liable for any failure of the Goods to comply with clause 8.2, or to comply with any of the guarantees set out in clause 6.1 to the extent that such failure or non-compliance arises:
8.6.1 by reason of wear and tear, wilful damage, negligence of the Buyer, or could be expected to arise in the normal course of use of the Goods;
8.6.2 due to the Buyer’s failure to comply with clause 5.8 or any other instructions of NJF as to storage, installation, use, cleaning or maintenance of the Goods, including the instructions included in any NJF Instructions;
8.6.3 by NJF following any design, specification or requirement of the Buyer in relation to the Goods; or
8.6.4 where the Buyer repairs or alters any Goods without NJF’s prior consent or, having received such consent, not in accordance with NJF’s instructions.

8.7 Without prejudice to the generality of any other provision of these Conditions, NJF shall not be liable for any damage caused to the Goods or any goods which are in proximity to the Goods (including any goods which may be stored within, under or on the Goods) as a result of any fault in respect of which an alarm or other warning signal or system is triggered, and there is a delay in action being taken to remedy the fault or mitigate its impact after that alarm or other warning signal or system is triggered.

8.8 Except as set out in this clause 8:
8.8.1 NJF gives no warranty and makes no representations in relation to the Goods; and
8.8.2 will have no liability for their failure to comply with the warranty in clause 8.2, and the conditions implied by ss 13—15 of the Sale of Goods Act 1979 are expressly excluded.

9 Delivery of the Goods
9.1 It is entirely the Buyer’s responsibility, prior to manufacture commencing, to check the dimensions of the Goods in the final technical drawings and prototypes to ensure that it will be possible to get the Goods into the Site. For example staircases, corridors, door openings and ceiling heights must be checked by the Buyer. If there is any doubt NJF may be able to make a visit to the Site to check access but such a visit will incur additional costs. The Buyer is reminded that dimensions may change through different versions of technical drawings and prototypes. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

9.2 In the event that NJF incurs any additional or increased costs, charges, tariffs, or taxes in relation to the delivery of the Goods to the Delivery Location for reasons including, without limitation, the United Kingdom’s withdrawal from the European Union, NJF reserves the right to invoice the Buyer for such additional or increased costs which are incurred.

9.3 The Delivery Date is an estimate only and time shall not be of the essence so far as delivery is concerned.

9.4 NJF will not be liable for any delay in or failure of delivery caused by:
9.4.1 the Buyer’s failure to:
9.4.1.1 make the Delivery Location available;
9.4.1.2 prepare the Delivery Location as required for delivery and installation (if Installation Services are to be provided) of the Goods;
9.4.1.3 provide NJF with adequate instructions for delivery and installation (if Installation Services are to be provided) or otherwise relating to the Goods; or
9.4.1.4 comply with any of its obligations under the Contract;
9.4.2 the Buyer’s failure to collect the Goods from NJF’s premises (if it is agreed that the Buyer will collect the Goods);
9.4.3 an event of Force Majeure;
9.4.4 any additional revisions of technical drawings, or finished prototypes requested by the Buyer; or
9.4.5 any change in specification for the Goods since the Order.

9.5 If the Buyer fails to accept delivery of the Goods NJF will store and insure the Goods pending delivery, and the Buyer will pay all costs and expenses incurred by NJF in doing so.

9.6 If 3 months following the due date for delivery or collection of the Goods, the Buyer has not taken delivery of or collected them, NJF may resell or otherwise dispose of the Goods. NJF will:
9.6.1 deduct all costs and expenses incurred by NJF in doing so; and
9.6.2 account to the Buyer for any excess of the resale price over, or invoice the Buyer for any shortfall of the resale price below, the Price paid by the Buyer for the Goods.

9.7 The Goods are not delivered to the Delivery Location with appropriate packaging, boxes, crating or shock absorbers which may be needed for onward transport to the Site. This can be provided by NJF at additional cost by agreement.

10 Title and risk
10.1 Title to the Goods shall pass to the Buyer only upon payment in full to NJF of the Price for the Goods plus VAT. Until title to the Goods has passed to the Buyer, the Buyer will:
10.1.1 hold the Goods as bailee for NJF;
10.1.2 store the Goods separately from all other material in the Buyer’s possession;
10.1.3 take all reasonable care of the Goods and keep them in reasonable condition;
10.1.4 insure the Goods with a reputable insurer from the date of delivery against all risks for an amount at least equal to the Price, and noting NJF’s interest on the policy;
10.1.5 ensure that the Goods are clearly identifiable as belonging to NJF;
10.1.6 not remove or alter any mark on or packaging of the Goods;
10.1.7 inform NJF as soon as possible if it becomes subject to any of the events set out in clause 15.1; and
10.1.8 provide NJF such information concerning the Goods as NJF may request from time to time.
Notwithstanding anything in this clause 10.1, the Buyer may use or resell the Goods in the ordinary course of its business.

10.2 If, at any time before title to the Goods has passed to the Buyer, the Buyer informs NJF, or NJF reasonably believes, that NJF has or is likely to become Insolvent, NJF may require the Buyer at the Buyers expense to redeliver the Goods to NJF, and, if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

10.3 Risk shall pass on delivery of the Goods or upon collection by the Buyer from NJF’s premises.

11 Goods left for work/repair
Where goods owned by a Buyer are left with NJF for repair, refurbishment or other similar work, such goods are not covered by NJF’s insurance policy. In the circumstances NJF is unable to accept any liability for damage to or the loss, theft or destruction of such goods whilst in NJF’s possession and the Buyer must ensure that the goods are fully covered by the Buyer’s own insurance policy whilst in NJF’s possession. For the avoidance of doubt, clause 10 shall not apply to the goods described in this clause 11.

12 Liability – THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude NJF’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
12.1.4 defective products under the Consumer Protection Act 1987; or
12.1.5 any matter in respect of which it would be unlawful for NJF to exclude or restrict liability.

12.2 Subject to clause 12.1 in no event shall NJF be liable in contract, tort, statute or otherwise howsoever arising for any costs, claims, damages, liabilities or expenses in respect of:
12.2.1 any direct loss of profit;
12.2.2 any indirect loss or damage however caused including:
12.2.2.1 any indirect loss of profit or loss of anticipated profit including lost profits on sales;
12.2.2.2 loss of opportunity;
12.2.2.3 loss of business, revenue or contracts;
12.2.2.4 loss of goodwill; or
12.2.2.5 any other special, indirect or consequential loss whether caused by negligence, breach of contract or out of or in connection with the Goods or Services or their use or otherwise however arising.
The parties agree that the categories of loss in this clause 12.2 shall be distinct and severable.

12.3 Without prejudice to clauses 12.1 and 12.2 the maximum aggregate liability of NJF for all claims made by the Buyer under or in relation to the Contract shall not exceed the Price paid by the Buyer under the Contract, however that claim arises including without limitation whether in contract, tort (including negligence), breach of statutory duty or otherwise.

12.4 Nothing in these Conditions shall in any way affect or preclude the Buyer’s duty to mitigate any and all losses, costs, expenses and charges which the Buyer may incur.

13 Intellectual property rights
13.1 NJF shall not be liable for any infringement of any third party intellectual property rights as a result of following any designs of the Buyer.

13.2 The Buyer shall indemnify NJF against any and all costs, claims, damages, liabilities and expenses arising to NJF as a result of any infringement or allegation of infringement from a third party as a result of following any designs of the Buyer.

13.3 All intellectual property rights in the designs of the Goods (including in respect of all drawings of the Goods) shall belong to NJF.

14 Non-circumvention
14.1 The Buyer shall not:
14.1.1 directly or indirectly, including through any other person or otherwise, deal with any sub-contractor or supplier of NJF, with whom the Buyer deals or otherwise comes into contact, during the course of performance of the Contract (‘Supplier’):
14.1.1.1 during the term of the Contract; and
14.1.1.2 for a period of five years afterwards,
for the purposes of procuring, for itself or any third party, from the Supplier goods or services of a type supplied by NJF to the Buyer under the Contract;
14.1.2 directly or indirectly, including through any other person or otherwise, seek or solicit the custom of the Supplier:
14.1.2.1 during the term of the Contract; and
14.1.2.2 for a period of five years afterwards,
for the purposes of procuring, for itself or any third party, from the Supplier goods or services of a type supplied by NJF to the Buyer under the Contract.

15 General
15.1 Except as stated in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by NJF.

15.2 Any provision of the Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision.

15.3 The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of NJF.

15.4 Except as expressly set out herein, a person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them. Any right which exists or is available apart from that Act is not affected.

15.5 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 the law of England and the parties hereby submit to the exclusive jurisdiction of the English Courts except with regard to enforcement in which case the jurisdiction of the English Courts shall be non-exclusive.