1.1
‘BUYER’ means the corporate entity, firm or person who buys or agrees to buy the Goods from the Seller.

1.2
‘CONDITIONS’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3
‘DELIVERY DATE’ means the date specified by the Seller when the Goods are to be delivered.

1.4
‘GOODS’ means the products or materials which the Buyer agrees to buy from the Seller.

1.5
‘GROUP’ means the Buyer and its subsidiary companies whether directly or indirectly owned.

1.6
‘MANDATORY POLICIES’ shall include the Seller’s business policies and codes relating to Health and Safety, Anti-Bribery, Modern Slavery, Code of Conduct, Serious Concerns and Data Protection, as the Seller may update them from time to time, together with any other policy adopted by the Seller and communicated to the Buyer from time to time.

1.7
‘PRICE’ means the price for the Goods, carriage and packing, excluding insurance and VAT and such other extra charges as may be quoted by the Seller or as may apply in accordance with these conditions.

1.8
‘SELLER’ means CUBE Street Furniture Ltd. whose registered office is at: 26 Atlantic Business Park, Altrincham. WA14 5NQ.cription text goes here

2.1
All goods and services are supplied by the Seller subject to these Terms and Conditions which override any terms and conditions which the buyer may seek to impose in negotiations or in their order or otherwise and the placing of an order by the Buyer shall be deemed to be an acceptance of these Terms and Conditions.

2.2
No variation of these Terms and Conditions shall be valid unless agreed by a Director or the Seller in writing.

2.3
The Seller employees or agents are not authorised to make any representations unless confirmed by a Director of the Seller In writing and in entering into the contract the Buyer acknowledges that he has not relied on any representation which is not so confirmed.

2.4
The Seller reserves the right to correct any error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Seller at any time and without any liability.

3.1
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) damages, charges, costs and expenses incurred by the Seller as a result of cancellation.

4.1
All prices are valid for 30 days only, for acceptance by the Buyer.

4.2
Where no price has been quoted or a quoted price is no longer valid the price shall be (where applicable) the Seller’s list price current at the date of acceptance of order.

4.3
The Seller reserves the right to increase the price of any goods and services to reflect any increase in the cost to the Seller of any variation of or addition to its order or failure of the Buyer.

4.4
All prices are exclusive of VAT unless otherwise stated in writing. Applicable VAT is payable in addition to the price.

4.5
All prices are exclusive of charges for packaging, transport and insurance unless otherwise stated in writing. Such items may be charged in addition to the price for goods and/or services.

5.1
Unless otherwise agreed in writing the Seller shall be entitled to invoice the Buyer on or at any time after delivery of any goods or performance of any services or (where goods are to be collected by the Buyer) at any time after the Seller has notified the Buyer that the goods are ready for collection.

5.2
The Seller reserves the right to supply goods or perform services by instalments and to render a separate invoice in respect of each instalment.

5.3
Payment is due 30 days following the date of invoice, although the Seller may require the Buyer to pay within a shorter time period at any time by written notice. Time of payment shall be of the essence of the contract. If this condition is not complied with the Seller reserves the right to require payment by pro forma invoice, and to appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit.

5.4
All sums due to the Seller which are not paid on the due date (without prejudice to the Seller’s other rights and remedies) shall bear interest at the rate of 5% above the base rate of Barclays PLC from time to time in force accruing on a daily basis from the due date of payment until the date of actual payment.

5.5
If any sum is not paid to the Seller on the due date the Buyer shall be deemed to be in breach of contract and the Seller may decline to supply any further goods or services to the Buyer or terminate the contract.

5.6
The Seller reserves the right to grant, refuse restrict or cancel credit terms in its sole discretion.

6.1
Delivery of any goods shall be made by the Buyer collecting the goods at the Seller’s premises at any time after the Seller has notified the Buyer that the goods are ready for collection or if some other place for delivery is agreed by the Seller delivering the goods to that place.

6.2
The Seller will use all reasonable endeavours to deliver goods and perform services as specified in the contract but any date or time specified for delivery or performance is (unless agreed otherwise by a Director of the Seller in writing) an estimate only and late delivery or performance shall not entitle the Buyer to reject any goods or services, terminate the contract, withhold any payment, claim damages or any other remedies.

7.1
Goods shall be the risk of the Buyer.

7.1.1
In the case of goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the goods are available for collection.

Or

7.1.2
In the case of goods to be delivered otherwise than at the Seller’s premises at the time of delivery.

7.2
Notwithstanding delivery and the passing of risk in the goods title in goods supplied by the Seller shall not pass to the Buyer until all money due to the Seller from the Buyer has been paid.

7.3
Until such time as title in the goods has passed to the Buyer

7.3.1
The Buyer shall hold the goods on trust for the Seller and shall store the goods properly protected and insured in such a way that they can be identified as the goods of the Seller.

7.3.2
The Seller (without prejudice to its other rights and remedies) shall have the right to recover and sell the goods and to enter onto the premises where the goods are stored for that purpose.

7.3.3
If the goods are destroyed by an insurable risk then the Buyer shall pass the proceeds of the insurance (limited to the amount owing to the Seller) on trust for the Seller.

7.3.4
If the Buyer shall sell the goods (or any other goods in which the Seller’s goods shall have been incorporated or mixed in any way) the Buyer shall only do so as an agent for the Seller and shall hold the proceeds of the sale (limited to the amount owing to the Seller) on trust for the Seller. And:

7.3.5
The Buyer's power of sale and use under this Condition 6 shall automatically cease if the Buyer becomes insolvent or suffers any form of insolvency proceedings or action (whether or not involving the intervention of the court) against it (including but without limitation any receivership, petition or order for administration, winding up or bankruptcy, any proposal for or voluntary arrangement with creditors or proposal to compound with creditors, or any similar procedures under the laws of England or any other jurisdiction) and in such circumstances the Buyer shall notify any manager, receiver or insolvency practitioner that the Goods do not belong to the Buyer but are the property of the Seller. The power of sale and use shall also be determinable at any time by notice of the Seller to the Buyer.

8.1
Subject to the conditions set out below the Seller warrants that goods supplied and services performed will be free from defects in material and workmanship for a period of Twelve Months from the date of delivery.

8.2
The above warranty is given by the Seller subject to the following conditions.

8.2.1
The Seller shall be under no liability in respect of any defect arising from any drawing, design or specification supplied or approved by the Buyer.

8.2.2
The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing) miss-use or alteration or repair without the Seller’s approval.

8.2.3
The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the price for the goods or services has not been paid by the due date in full.

8.2.4
The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if it is not permitted such facilities for inspection, testing and repairs as may be reasonably requested by the Seller.

8.2.5
The above warranty does not extend to parts, materials or equipment not manufactured or services not performed by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or sub-contractor to the Seller.

8.2.6
The seller undertakes no responsibility for the suitability of sites or foundations or for supports of any nature.

9.1
Subject as expressly provided in these Terms and Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.2
Any claim by the Buyer which is based on any defect in quality or condition of any goods or services shall be notified to the Seller within 2 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure; if the Buyer does not notify the Seller accordingly or permit it to investigate the claim, the Buyer shall not be entitled to reject the goods or services, claim damages or any other remedy and the Seller shall have no liability for such defect or failure.

9.3
Where the Seller is satisfied that a valid claim based on any defect in the quality or condition of goods or services is duly notified to the Seller the Seller shall be entitled to replace the goods or re-perform the services (or any part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the goods or services (or a proportionate part of the price) which shall be the limit of the Seller’s liability.

9.4
The Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from the breach of duty in contract or tort or otherwise. Non exhaustive illustrations of consequential or indirect loss would be loss of profits, loss of contract, damage to property and personal injury (but only insofar as such injury is not caused by the Seller’s negligence)

10.1
If goods are to be manufactured or any process is to be applied to goods by the Seller in accordance with the specification submitted by the Buyer the Buyer shall Indemnify the Seller against all claims, proceedings, loss, damages, costs and expenses awarded or incurred by the Seller in connection with or paid or agreed to be paid by the Seller, in settlement of any claim for infringement of any patent, copyright, design trademark or other industrial or intellectual property rights of the third party which results from the Seller’s use of the Buyers specification.

11.1
The Buyer is responsible at all times for providing safe access to and for managing health and safety on all sites to which goods are delivered or at which services are performed by the Seller’s employees, agents and sub-contractors and the Buyer shall Indemnify the Seller against all claims, proceedings, loss, damages, costs and expenses awarded or incurred by the Seller in connection with or paid or agreed to be paid by the Seller, in settlement of any claim resulting from the act, omission of default of the Buyer in breach of this clause.

12.1
If the Buyer shall be in breach of the contract or makes any arrangement with its creditors or (being a corporate body) goes into liquidation or has a receiver, administrative receiver or administrator appointed or (being a non-corporate body) becomes bankrupt or an encumbrancer takes possession of any of the assets of the Buyer or the  Buyer ceases or threatens to cease to carry on business or the Seller reasonably apprehends that any of the events is about to occur then (without prejudice to any other right or remedy of the Seller) the Seller shall be entitled to cancel the contract or suspend any further delivery  or goods or performance of services and the price for goods which have been supplied or services performed but not paid for shall become immediately due and payable.

13.1
The Seller shall not be liable for any failure to deliver Goods arising from circumstances outside the Seller’s control.

13.2
Non-exhaustive illustration of such circumstances would be an act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise) delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.

13.3
If the circumstances preventing delivery are continuing three months after the said circumstances have arisen, then either party may give written notice to the other cancelling the contract and neither party shall be under any further liability to the other except that the buyer shall be liable to pay the contract price less a reasonable allowance for what has not been performed by the Seller.

14.1
No waiver by the Seller of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.2
Any notice to be given by either party to the other shall be in writing by pre-paid first-class post addressed to that other party at its registered office or principal place of business or such other address as such other party may have notified in accordance with this clause as its address for service.

14.3
Headings contained in these Terms and Conditions are for reference purposes only and shall not affect their interpretation.

14.4
Any drawings provided by the seller are subject to full approval by the buyer.

14.3
If any provision of these Terms and 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 Terms and Conditions and the remainder of the provision in question shall not be affected hereby.

14.4
The contract shall be governed by English law in every particular. And the Seller and the Buyer shall submit to the non-exclusive jurisdiction of the English courts in relation to the contract.

14.5
Unless expressly agreed in writing by a director of the Seller the Buyer may not assign the benefit of the contract and the contract shall not confer any benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.