1. Definitions

1.1 The ‘Seller’ means 360 Workspace Limited, a private limited company registered in England under number 15559893, whose registered address is Office One, 1 Coldbath Square, Farringdon, London, England, EC1R 5HL.

1.2 The ‘Buyer’ means the person, firm, company or organisation buying the Goods under and subject to these Terms and Conditions.

1.3 The ‘Goods’ means the goods or products which are to be sold under a Contract of sale, ‘the Contract’, between the Seller and the Buyer.

1.4 The ‘Supplier(s)’ means any person, firm or company Contracted by the Seller to supply or assist in the manufacture, supply or delivery of the Goods.

2. Formation of Contract

2.1 The ‘Contract’ shall be formed by the Seller’s acceptance of an order placed by the Buyer for the Goods.

2.2 The Seller’s acceptance of any order shall be subject to these Standard Terms and Conditions of Sale which shall override any terms, conditions or stipulations whether referred to in the Buyer’s order; or in any other document issued by the Buyer; or in any other communication (written or oral) between the parties, unless agreed in writing by the Seller.

2.3 The Seller may at its discretion add, vary or withdraw products listed in its catalogue, price list, advertisements or any other literature, at any time without notice. All reasonable efforts have been made to ensure that the details, descriptive information etc. in the Seller’s catalogue are accurate at the date of publication. However, drawings, specifications and all descriptive literature including colour illustrations are approximate and do not constitute a trade description.

3. Basis of Sale

3.1 All Goods are subject to availability.

3.2 Any errors or omission in quotations, catalogues, sale literature or other documents issued by the Seller shall be subject to correction prior to the Seller’s acceptance of the Buyer’s order, without any liability of the Seller.

3.3 The Buyer shall be solely responsible for the accuracy of all orders against the Seller’s quotation, the Seller shall be responsible for checking the accuracy of the order to the manufacturer, and if accompanying services are required with the supply of goods, such as delivery and installation, the Buyer shall give clear instructions to the Seller to ensure smooth operation and shall not rely on the knowledge, skill and judgment of the Seller.

3.4 The Seller reserves the right to change the specification (without detracting from the quality or performance) of the Goods ordered only with prior consultation and consent with Buyer.

4. Price

4.1 The price of the Goods shall be that shown in the Seller’s quotation; or in the Buyer’s order, if accepted by the Seller; or if no price is stated, as per the Seller’s price list current at the time of order acceptance. The Seller may increase the price prior to delivery and give notice to the Buyer that it intends to do so, if the increase is due to circumstances beyond the Seller’s reasonable control. This is superseded if the quote ordered against has an end date that covers the time frame when the order was placed, or a written agreement has been made.

4.2 The Seller may vary the price of any Goods at any time in line with manufacturer’s price increases. The Seller will inform the Buyer of any increases prior to any new orders being accepted.

4.3 An extra charge may be made by the Seller to cover additional delivery costs for some direct delivery items, and for compliance with any special delivery requirements of the Buyer.

4.4 All prices are quoted exclusive of Value Added Tax (‘VAT’), which will be charged at the rate in force at the time of despatch of the Goods. All applicable taxes will be the responsibility of the Buyer.

4.5 If the Buyer makes any changes to their specifications the Seller reserves the right to review the quotation and amend the pricing in view of those changes.

5. Terms of Payment

5.1 The Buyer shall pay the price in full within 30 days of the date of invoice unless otherwise stated and agreed in writing at point of order.

5.2 The Seller reserves the right to charge interest at the Bank of England base rate + 4% for late payment by the Buyer.

6. Delivery

6.1T he Seller will endeavour to deliver the Goods to the place and on the date specified by the Buyer when agreed with the Seller; any specified delivery date/ time shall be agreed upon beforehand in writing and upheld, any unforeseen circumstances that would affect this agreed date will be discussed at the first available opportunity by the Seller with the Buyer and an action plan put into place to ensure that the Buyer is not compromised to the best of the Seller’s ability.

6.2 The Goods shall be delivered by the Seller as specified and agreed for each project by the Buyer and the Seller.

6.3 The Seller shall not be liable in any way for losses, damages or expenses (whether direct, indirect or consequential) suffered by the Buyer due to delay or any failure to deliver the Goods to the place and by the date stated by the Buyer.

6.4 Delivery, storage, insurance and installation is charged on an individual basis to the Buyer.

6.5 Split deliveries must be requested at point of order.

6.6 Requests for split delivery after order placement will be subject to an additional delivery charge.

7. Action upon Delivery

7.1 The Buyer shall inspect the Goods immediately on delivery and no claim shortages or errors in delivery which would be evident on inspection will be considered unless the Seller is notified in writing or by email, quoting the delivery note or invoice number within 24 hours after delivery.

7.2 Any claims for non-delivery of Goods shall not be considered unless notified to the Seller by the Buyer in writing or by email within 24 hours of delivery.

7.3 In the absence of any such notification in accordance with 7.1 or 7.2 the Seller shall be deemed to have delivered the Goods and payment in full shall become due in accordance with Condition 5.

8. Damage in Transit.

8.1 Goods damaged in transit must be reported immediately by signing the delivery ‘Damaged on arrival’. Product can be kept on site if deemed critical and swapped at a later date or refused at point of delivery.

8.2 If the delivery note is signed without the comment ‘Damaged on arrival’ the Seller cannot be held responsible for damages in transit. Goods damaged in transit must be reported immediately.

8.3 Property in the Goods shall not pass to the Buyer until full payment (in cleared funds) has been received by the Seller.

8.4 Until property in delivered Goods has passed to the Buyer, it will hold the Goods as bailee or trustee for the Seller and the Seller may collect or require the Buyer to deliver or return the Goods, and it shall not pledge or charge the Goods or any part of them for any reason or to any extent.

8.5 Risk in any Goods to be returned remains with the Buyer until the Goods are delivered to or collected by the Seller.

9. Cancellation of Orders

9.1 Once an order has been placed it can only be cancelled in writing by giving the Seller 2 working days’ notice otherwise such cancellation will not be accepted and the full payment will remain due.

9.2 The Buyer may cancel orders for bespoke Goods but shall make full payment of the quoted price or of the full costs incurred by the Seller (if less that the quoted price) at the Seller’s discretion.

10. Warranties

10.1 The Seller does not make or give and will not make or give any representation, warranty or condition whatsoever (express, implied, collateral, statutory or otherwise) in respect of the Goods and any such representations, warranties and conditions made or given by the Seller are hereby excluded and extinguished. The Buyer shall rely solely upon the manufacture of the Goods as to the description, quality or performance of the Goods and the Buyer shall not assert any claim, defence or set-off against the Seller based upon any description or condition as to fitness for purpose or performance of the Goods or otherwise.

10.2 Notwithstanding the provisions contained in the above paragraph of this condition, where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller may at its sole option and discretion replace the Goods (or the part in question) free of charge or, refund to the Buyer the price of the Goods (or a proportional part of the price), but the Seller shall have no further liability to the Buyer. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in accordance with the provisions contained in condition.

11. Insolvency of the Buyer

11.1 If the Buyer becomes insolvent, has an administration order made against it, makes a voluntary arrangement with its creditors, ceases to carry on business, has a receiver appointed or goes into liquidation, or undergoes any similar or analogous event, then without prejudice to the Seller’s other rights and remedies the Seller may suspend deliveries, cancel any Contracts with the Buyer without liability and payment of the price for Goods delivered shall become immediately due.

12. Limitation of liability

12.1 Nothing in these Standard Terms and Conditions shall limit or exclude the Supplier’s liability for:

(a ) Death or personal injury caused by its negligence, or the negligence of its employees, agents or Subcontractors (as applicable): or

(b) Fraud or fraudulent misrepresentation

12.2 Subject to clause 12.1

(a) the Supplier shall under no circumstances whatsoever be liable to the Buyer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) the Suppliers total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Buyer for the goods.

13. Inability to Supply

13.1 The Seller shall not be liable to the Buyer for breach of Contract by reason of delay or failure to perform any of the Seller’s obligations if the delay or failure is to any extent due to a cause beyond the Seller’s control including but not limited to: war, fire, accident, breakdown of plant or machinery, industrial action/dispute (including strikes and lockouts), unavailability of or restrictions on supplies, non-delivery or delay in the delivery of materials or other circumstances (of whatsoever nature not limited to the foregoing) which directly or indirectly interrupt or hinder due performance of the Contract.

14. General

14.1 Headings of these Conditions are for reference only and shall not affect interpretation.

14.2 Notices shall be served by first class post on either the registered offices or the principal place of business of the Buyer.

14.3 Failure by the Seller to enforce any Condition or seek remedy of any breach by the Buyer shall not be construed as a waiver of the Seller’s rights to enforce the Contract and seek remedy for subsequent breach.

14.4 The Seller may enter into sub-Contracts for the manufacture or supply of the whole or any part of the Goods.

14.5 If any provision of these Conditions is held invalid or unenforceable in whole or part this shall have no effect on the validity of the remaining provisions and conditions.

14.6 The Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.

14.7 For information: The Buyer should note that telephone enquiries may be monitored by the Seller for training purposes.