Effective Date: 20th January 2025

These Terms and Conditions govern the relationship between Southerns Broadstock Interiors Limited (the “Company”) and its customers (the “Customer”) for the supply of made-to-order office furniture and related services. By placing an order, the Customer agrees to these terms in full.

Headings are provided for reference only and do not affect the interpretation of these terms.

1 DEFINITIONS

1.1 “Company” means Southerns Broadstock Interiors Limited, registered in England and Wales, Company No. 16173665, with its registered office at Unit1 Easter Park, Great Bank Road, Wingates Industrial Estate, BL5 3XU.
1.2 “Customer” means the individual, business, or entity placing an order with the Company.
1.3 “Goods” refers to all items specified in the Customer’s order, as confirmed by the Company.
1.4 “Services” include delivery, installation, and any other ancillary activities performed by the Company.
1.5 “Quotation” means a formal offer issued by the Company detailing proposed Goods, Services, and pricing.
1.6 “Contract” refers to the legally binding agreement formed between the Customer and the Company upon the Company’s acceptance of an Order.
1.7 “Force Majeure” refers to events outside reasonable control, including natural disasters, strikes, or supply chain disruptions.
1.8 “Primary Site” refers to the main location where Goods and Services are delivered or installed, as specified in the Customer’s Order.
1.9 “Secondary Site(s)” refers to additional locations beyond the Primary Site requiring delivery, installation, or related Services.
1.10 “Normal Hours” refers to the Company’s standard operating hours for delivery, installation, and customer service, which are Monday to Friday, 9:00 AM to 5:00 PM, excluding public holidays. Any services requested outside these hours may be subject to additional charges.
1.11 “Normal Office Use” refers to the routine and intended use of furniture within a professional or institutional setting for activities such as seating, desk-based work, meetings, and storage of materials under standard working conditions. This includes use by employees, students, patients, customers, or visitors in an office, educational, or administrative environment. Normal Office Use excludes excessive wear and tear, misuse, improper handling, exposure to extreme conditions (e.g., moisture, direct sunlight, or loads exceeding specified weight limits), and use in industrial, outdoor, or high-traffic public areas unless explicitly stated in the Order Acknowledgement.

2 BASIS OF SALE

2.1 The Company shall sell and the Customer shall purchase the Goods and/or Services in accordance with the Contract, subject to these Terms and Conditions.
2.2 The Customer acknowledges that all Goods are made to order and are non-standard in nature due to customisable finishes and specifications.
2.3 Orders can be accepted by the Company via Purchase Order, Letter of Intent, Email Confirmation or Contract from the Customer. However, the specific order acceptance method may vary depending on the Customer’s procurement policies.

3 QUOTATIONS AND ORDERS

3.1 Quotation Validity:
3.1.1 Quotations are valid for 30 days from the issue date. Prices may be revised for Orders placed after this period.
3.2 Order Acknowledgement:
3.2.1 A Contract is formed only upon the Company issuing an Order Acknowledgement to the Customer.
3.2.2 Amendments to Orders must be requested in writing and are subject to the Company’s approval.
3.2.3 If the Customer requests changes after the Order is acknowledged, the Company will assess whether any costs have already been incurred, such as materials, production, or delivery. Any additional costs arising from these changes will be agreed with the Customer before proceeding wherever possible.
3.3 Site Surveys and Specifications:
3.3.1 Orders are subject to a site survey, desktop assessments or pre-installation questionnaires to confirm access requirements, measurements, and other logistical details.
3.3.2 Any additional costs arising from unforeseen conditions (e.g., limited access, restricted lift use) will be agreed with the Customer prior to delivery or installation wherever possible.
3.4 Multi-Site Orders:
3.4.1 The Customer must provide a detailed breakdown of each location’s requirements when requesting a quotation involving multiple sites. If the detailed breakdown is only received upon order confirmation, the Company reserves the right to charge for any additional work required to process and coordinate the logistics.
3.4.2 Any additional costs arising from factors such as extended installation times and multiple locations will be agreed with the Customer before proceeding wherever possible.

4 DELIVERY AND INSTALLATION

4.1 Delivery:
4.1.1 Delivery dates are approximate and will be confirmed following any required site surveys, desktop assessments, pre-installation questionnaires, and/or confirmation of delivery dates from third-party suppliers.
4.1.2 The Company shall not be liable for delays caused by Force Majeure or other circumstances beyond its control.
4.1.3 Deliveries take place during standard working hours (Monday to Friday, 9 AM to 5 PM). Additional charges will apply for deliveries outside these hours.
4.1.4 Any additional costs arising from factors such as restricted access, extended delivery times, or special handling requirements will be agreed with the Customer before proceeding wherever possible.
4.2 Site Preparation and Customer Responsibilities:
4.2.1 The Customer must ensure that all sites (Primary and Secondary) are fully prepared in advance for delivery and installation. This includes ensuring clear access, adequate space, and compliance with all safety requirements. If other trade teams will be on-site during installation, the Customer must inform the Company in advance so that work can be coordinated accordingly.
4.2.2 For multi-site orders, the Customer must provide detailed instructions and schedules for each location. The Company is not liable for delays or additional charges resulting from incomplete, inaccurate, or late site information.
4.2.3 If a site is not adequately prepared, as determined and agreed upon by both parties, the Company reserves the right to reschedule delivery or installation. Any associated costs will be agreed with the Customer before proceeding wherever possible.
4.3 Extended Delays:
4.3.1 If delivery or installation is delayed by the Customer for more than 5 business days from the agreed schedule, the Company reserves the right to:
(a) Charge additional storage fees of £7.50 per week per pallet. A one-time load and unload charge of £5 per pallet will also apply.
(b) Cancel the Order and request payment to cover any costs incurred.
4.4 Phased or Special Deliveries:
4.4.1 Phased deliveries or bespoke scheduling requirements will be priced separately and agreed upon in advance.
4.5 Risk and Insurance:
4.5.1 The Customer must maintain adequate insurance to cover the Goods upon delivery. The Company is not liable for any loss, damage, or theft after delivery.

5 RESOURCE RATES AND ADDITIONAL CHARGES

5.1 The Company will notify the Customer in writing of any additional costs as soon as they are identified. The Customer’s agreement will be required before proceeding with delivery, installation, or other actions incurring such charges.
5.1.1 Standard Costs Include:
(a) Delivery and installation during standard working hours (Monday to Friday, 9:00 AM to 5:00 PM) in accessible locations.
5.1.2 Additional Charges Apply For:
(a) Deliveries or installations outside standard working hours:
(i) Saturday (8 AM – 12 PM): £27 per fitter per hour.
(ii) Saturday afternoon (12 PM – 4:30 PM) & Sunday: £36 per fitter per hour.
(iii) Monday – Friday (After 4:30 PM – 7 PM): £27 per fitter per hour.
(iv) Monday – Friday (After 7 PM): £36 per fitter per hour.
(b) Locations with compromised access and egress (e.g., high-security areas, multiple flights of stairs without lift access): Price on Application (POA)
(c) Re-delivery fees for delays or rescheduling requests within 24 hours of the scheduled delivery date: POA (depends on the amount of labour already scheduled for installation/delivery).
(d) Storage of goods due to Customer delays in accepting delivery (if the delay exceeds 5 business days): £7.50 per pallet per week.
(e) Revisits required due to Customer changes or site conditions outside the agreed scope of work: POA
(f) Deliveries or installations across multiple sites will incur an additional logistics fee of POA per site beyond the first, to cover coordination, transport, haulage, and administrative costs.
(i) Note: If a breakdown of the site locations is provided and included in the initial quote, no additional charges will apply for multiple sites.

6 RISK OF TITLE

6.1 The Risk in the Goods passes to the Customer upon delivery to the specified address.
6.2 Title to the Goods remains with the Company until full payment is received. If payment is not received within 30 days from the invoice date, the Company reserves the right to repossess the Goods.

7 RETURNS AND CANCELLATIONS

7.1 Returns:
7.1.1 Goods are made to order and may only be returned with prior written consent from the Company.
7.1.2 A handling fee of 30% of the product price will apply, in addition to any transport costs incurred.
7.2 Defective Goods:
7.2.1 If Goods are defective, the Customer must notify the Company within 48 hours of delivery to arrange repair, replacement, or refund.
7.2.2 If the Customer returns goods as defective for repair or replacement, and upon inspection, the Goods are found to be free of defect, the Company reserves the right to charge the Customer for reasonable costs incurred, including collection costs, servicing the Goods, any restocking charges, or the costs of disposal if the Goods are no longer suitable for sale.
7.3 Cancellations
7.3.1 Orders may be cancelled only with the Company’s prior written approval.
7.3.2 Cancellations made after production has commenced will incur charges to cover costs for materials, labour, and administrative fees incurred up to the point of cancellation.

8 WARRANTY

8.1 Scope of Warranty
8.1.1 This warranty applies to all products manufactured by the Company. Products supplied by third-party manufacturers are subject to the warranties provided by their respective manufacturers.
8.1.2 The Company will use all reasonable endeavours to procure for the benefit of the Customer any product or manufacturer’s warranties or guarantees which are available from the supplier or manufacturer of the Goods.
8.2 Warranty Periods for Company Manufactured Products

 

8.3 Third-Party Products
8.3.1 Warranty terms and durations for Third-Party Products supplied by the Company are set by the original manufacturer and may differ from those of Company-manufactured products. Any exclusions or differences in warranty coverage will be communicated to the Customer at the quotation stage.
8.3.2 If the Customer purchases Third-Party Products through the Company, the warranty process will be managed by the Company.
8.4 Scope of Warranty:
8.4.1 The warranty covers the following under normal office use:
(a) Defects in Materials: Failures or faults in structural components, mechanisms, or finishes resulting from manufacturing defects.
(b) Workmanship Issues: Faulty assembly or finishing during manufacturing.
(c) Performance: The functional performance of the Goods as specified in the product description.
8.5 Warranty Exclusions
8.5.1 The warranty does not cover:
(a) Normal wear and tear, including but not limited to scratches, scuffs, fading, or fabric pilling.
(b) Damage caused by misuse, improper use, or failure to adhere to care instructions provided by the Company.
(c) Alterations, repairs, or modifications made without prior written approval from the Company.
(d) Damage caused by environmental factors such as excessive moisture, direct sunlight, or unsuitable conditions.
(e) Products used in 24/7 or intensive-use environments unless explicitly stated in the Order Acknowledgement or Quotation.
(f) Chair components such as castors and gas lifts beyond one (1) year unless otherwise stated.
8.6 Usage Limits:
8.6.1 Products are designed for use under Normal Office Use conditions, with specific usage limits, such as chairs warranted for users up to 150 kg unless otherwise specified. If the Customer intends to use the products in high-demand environments, such as 24/7 operations or high-traffic areas, they must notify the Company within 48 hours of order placement, as alternative products may be required. Products used outside Normal Office Use conditions may not be covered under the standard warranty, and the Company will advise on suitable alternatives where necessary.
8.7 Warranty Claims Process:
8.7.1 Customers must notify the Company of any defect as soon as it is discovered and within the applicable warranty period.
8.7.2 Claims must include:
(a) Proof of purchase (e.g., invoice or purchase order).
(b) Detailed description of the defect.
(c) Photographic evidence or other supporting documentation.
8.7.3 The Company reserves the right to inspect the Goods on-site before determining the appropriate resolution and may reject the warranty claim if it falls within the warranty exclusion list.
8.7.4 If a warranty claim is rejected, the Customer may appeal the decision in writing within 15 business days, providing any additional supporting evidence.
8.8 Resolution of Warranty Claims:
8.8.1 At its sole discretion, the Company will repair, replace, or issue a credit for defective Goods.
8.8.2 Repairs or replacements provided under warranty are covered for the remaining term of the original warranty.
8.9 Defect Notification:
8.9.1 The Customer must inspect Goods upon delivery/installation and notify the Company of defects within 2 business days.
8.9.2 After this period, the Goods will be deemed accepted.
8.10 Customer Responsibilities for Warranty Eligibility
8.10.1 The Customer must:
(a) Use Goods in accordance with the Company’s product instructions and specifications.
(b) Carry out routine maintenance, especially for moving parts such as chair mechanisms or height-adjustable desks.

9 PRICES AND PAYMENTS

9.1 Terms:
9.1.1 Prices exclude VAT unless otherwise stated.
9.1.2 Prices are subject to change without notice, but agreed prices will be honoured for confirmed Orders.
9.1.3 Payment terms for credit accounts are 30 days from the date of the invoice, unless otherwise agreed.
9.1.4 Payment can be made by BACS or credit card. The Company reserves the right to charge an administration fee for payments made by credit card.
9.2 Late Payment:
9.2.1 If payment is not received within 30 days of the due date, the Company reserves the right to suspend or cancel any outstanding orders or deliveries. If this happens, additional costs for storage will apply.
9.2.2 In case of late payment, a late payment fee of 3% above the Bank of England base rate will be applied to the overdue amount. This charge will be automatically added to the Customer’s account if payment is not received within 15 days of the invoice due date.

10 LIABILITY

10.1 Scope of Liability:
10.1.1 The Company’s total liability under the Contract, including for additional sites, is limited to the price of the Goods or Services supplied for that specific location as detailed on the order acknowledgement.
10.1.2 The Company shall not be liable for:
(a) Any loss or damage arising from delays due to Customer failure to prepare additional premises as required.
(b) Issues caused by environmental or operational conditions at any Customer site.
(c) Delays or damages resulting from incomplete or incorrect site details provided by the Customer.
10.1.3 The Company’s liability is limited to the specific site where Goods or Services are delivered or installed, and each site is treated independently in terms of delivery, installation, and acceptance of Goods.
10.2 Multi-Site Operations:
10.2.1 Where Goods or Services are delivered or installed across multiple sites, the Company’s liability for any single location is capped at the proportionate value of the Goods or Services delivered to that site.
10.2.2 The Customer assumes all responsibility for coordinating site access, preparation, and compliance across all locations.
10.2.3 The Company is not liable for delays, damages, or additional costs arising from incomplete or incorrect site details provided by the Customer.
10.2.4 Each site will be treated as an independent point of liability, and the Customer is responsible for ensuring all site-specific requirements are met, including preparation, access, and compliance.
10.2.5 The Customer is responsible for ensuring all additional sites are ready to receive Goods or Services and that the necessary operational or environmental conditions are addressed to avoid any delays or damage.
10.3 Defective Goods:
10.3.1 If the Customer returns Goods as defective for repair or replacement and, upon inspection, the Goods are found to be free of defect, the Company reserves the right to charge the Customer for reasonable costs incurred as a result, including collection costs, servicing the Goods, restocking charges, or disposal costs if the Goods are no longer suitable for sale.
10.4 Warranties:
10.4.1 The Company will use all reasonable endeavours to procure for the benefit of the customer any product or manufacturer’s warranties or guarantees (“Warranties”) that are available from the supplier or manufacturer of the Goods. However, the Company is not responsible for any Warranties beyond those it can reasonably procure.
10.5 Exclusion of Indirect Losses:
10.5.1 The Company will not be liable to the Customer for any indirect or pure economic loss, including but not limited to loss of production, loss of profit, loss of business, or any consequential loss or damage arising under or in connection with the Goods or Services.
10.6 Limitation Period for Claims:
10.6.1 No action or proceedings for any breach of the Contract may be commenced against the Company after the expiry of a period of twelve (12) months from the later of:
(a) the last delivery of Goods under the Contract; or
(b) the completion of Services.
10.7 Exclusions from Liability:
10.7.1 Nothing in this clause excludes or restricts any liability which the Company may have for death or personal injury resulting from its own negligence, fraud, fraudulent misrepresentation, or any other liability which may not be excluded by law.
10.8 Maximum Liability:
10.8.1 Save as aforesaid, the Company’s liability under or in connection with the Contract (whether arising from breach of contract, tort, including negligence, breach of statutory duty, or any other default) shall be limited to an aggregate sum equivalent to the Price of the Goods or Services or £1,000, whichever is the greater.

11 FORCE MAJEURE

11.1 The Company shall not be liable for delays or failures in performance due to any events beyond its reasonable control, including but not limited to strikes, floods, pandemics, natural disasters, transport disruptions, supplier insolvency or other unforeseen circumstances that prevent the Company from fulfilling its obligations. In such cases, the Company shall promptly inform the Customer of the delay and provide a revised schedule

12 DISPUTE RESOLUTION

12.1 These Terms and Conditions are governed by the laws of England and Wales. Disputes shall be resolved in the courts of England and Wales.
12.2 In the event of any dispute, claim, or issue arising out of or in connection with these terms and conditions, the parties agree to attempt to resolve the matter amicably through informal negotiation.
12.2.1 Initial Negotiation
(a) The Customer and the Company will first attempt to resolve the dispute by engaging in good faith discussions. Either party may contact the other in writing to notify them of the issue, and both parties will aim to resolve it within 14 days of such notification.
12.2.2 Mediation
(a) If the dispute remains unresolved after 14 days, either party may propose mediation. Mediation will be conducted by a neutral third-party mediator chosen by mutual agreement of the parties. The costs of mediation will be shared equally, unless otherwise agreed.
12.2.3 Arbitration
(a) If the dispute is still unresolved following mediation, the parties agree to submit the matter to arbitration under the rules of the Chartered Institute of Arbitrators (CIArb) or another suitable arbitration body. The decision of the arbitrator shall be binding, and the costs of arbitration will be shared equally, unless otherwise decided by the arbitrator.
12.2.4 Jurisdiction
(a) If the dispute cannot be resolved through negotiation, mediation, or arbitration, the parties agree that the dispute will be subject to the jurisdiction of the courts in England and Wales.

13 INTELLECTUAL PROPERTY

13.1 All designs, drawings, plans, and specifications provided by the Company remain the intellectual property of the Company. They must not be copied, reproduced, or disclosed to third parties without prior written consent.

14 SUSTAINABILITY

14.1 The Company is committed to environmentally responsible practices. Products are designed and manufactured with sustainability in mind, and the Company ensures compliance with relevant waste disposal and recycling regulations.
14.2 Customers are encouraged to recycle packaging materials responsibly.

15 DATA PROTECTION

15.1 The Company complies with the General Data Protection Regulation (GDPR) in handling Customer data. Data is processed only for purposes necessary to fulfil Orders, manage contracts, or comply with legal obligations. For more details, refer to the Company’s Privacy Policy.

16 SERVICE LEVEL COMMITMENTS

16.1 The Company commits to delivering and installing Goods professionally and within agreed schedules, subject to these Terms and Conditions. In case of delays or issues, the Customer will be informed promptly, and reasonable steps will be taken to minimise inconvenience.

17 ENTIRE AGREEMENT

17.1 The These Terms and Conditions constitute the entire agreement between the Company and the Customer and supersede all prior discussions, communications, or agreements.