Terms & Conditions

These Terms & conditions will apply to the purchase of the goods detailed in our purchase order (Goods) by the buyer (you or Customer) from Couch & Co, a company registered in England and Wales under number 14464895 whose registered office is at Lifford Hall, Lifford Lane, Kings Norton, Birmingham, B30 3JN (we or us or Supplier).

These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the goods (whichever happens earlier) and will constitute the entire agreement between us and you.

These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1. Interpretation

A ‘business day’ means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.

The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

Words imparting the singular number include the plural and vice-versa.

2. Goods

i. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

ii. We can make any changes to specification of the Goods which are required to confirm to any applicable safety or other statutory regulatory requirements.

3. Price

i. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

ii. If the cost of the Goods to us increases due to any factor beyond our control, including but not limited to material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

iii. Any increase in the Price under the clause above will only take place after we have informed you about it.

iv. The Price is inclusive of fees for packaging and transportation/delivery.

v. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

4. Cancellation and alteration

i. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice.

ii. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the purchase order.

5. Payment

i. We will invoice you for the Price either: a) On or at any time after delivery of the Goods; or b) Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection, or we have tried to deliver them.

ii. You must pay the Price within the payment terms set out on our Invoice.

iii. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at 3%, above the base rate of The Bank of England from time to time on the amount outstanding until you pay in full.

iv. Time for payment will be of the essence of the Contract between us and you.

v. All payments must be made in British Pounds unless otherwise agreed in writing between us.

vi. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

6. Delivery

i. We will arrange for the delivery of the Goods specified in the purchase order or to another location we agree in writing.

ii. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.

iii. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am to 6 pm.

iv. If you do not take delivery of the Goods, we may, at our discretion and without prejudice to any other rights: a) Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including but not limited to, transportation, storage and insurance; and or b) Make arrangements for the re-delivery of the Goods and will charge you for the costs of such re-delivery; and or c) After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods

v. If re-delivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including but not limited to storage and insurance.

vi. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by circumstances beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

vii. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

7. Inspection and acceptance of Goods

i. You must inspect the Goods on delivery or collection.

ii. If you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing full details and photographic evidence.

iii. In the case of hidden defects which could not reasonable be apparent upon the initial delivery inspection, such notification must be made within, whichever is the earlier, 3 working days of the date of discovery of the hidden defect or within 14 days of delivery; and

iv. Preserves the Goods intact as delivered for a period of 28 days from notification of the claim, within which time the Supplier and/or any person nominated by the Supplier shall have the right to attend the customer’s premises or wherever the goods are stored to investigate the complaint.

v. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

vi. Subject to your compliance with this clause and/or our agreement we will, as appropriate, repair or replace or refund the Goods or part of them.

vii. We will be under no liability or further obligation in relation to the Goods if:

a. You fail to provide notice as set out above; and/or

b. You make any further use of such Goods after our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or

c. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or

d. The defect arises from normal wear and tear of the Goods; and/or

e. The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.

viii. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event, within 5 working days after delivery.

8. Risk and Title

i. The risk in the Goods will pass to you on completion of delivery.

ii. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for the Goods and/or any other goods or services, howsoever arising, that we have supplied to you in respect of which payment has become due.

iii. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separate and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

iv. We reserve the right to seize any goods of our manufacture as payment towards any monies outstanding howsoever arising.

9. Termination

i. We can terminate the sale of Goods under the Contract where:

a. You commit a material breach of your obligations under these Terms and Conditions.

b. You are or become, in our reasonable opinion, about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.

c. You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or

d. You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

10. Limitation of liability

i. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.

ii. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

iii. Our total liability will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:

a. Any indirect, special, or consequential loss, damage, costs, or expenses and/or

b. Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption or other third-party claims and/or

c. Any failure to perform any of our obligations if such a delay or failure is due to any cause beyond our reasonable control and / or

d. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations and/or

e. Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

v. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence, or for any matter for which it would be illegal for us to exclude or limit our liability, and for fraud or fraudulent misrepresentation.

11. Warranty

i. All furniture comes with a one-year manufacturer’s warranty which covers defects in construction and workmanship, from the date of purchase. This warranty is limited to the product only.

ii. The warranty will not apply if the product has been subject to any alteration, modification or repair carried out by you or a third party. The warranty will not apply to damage or defects caused by misuse, abuse, neglect, lack of maintenance, improper cleaning, abnormal wear and tear or incorrect handling.

iii. If a refund is given under the terms of the one-year warranty after 6 months use, we reserve the right to deduct from the refund, a reasonable amount in line with the amount of use, prior to reporting the fault.

12. Intellectual Property Rights

i. Unless otherwise agreed, all Intellectual Property Rights attaching to the goods, or any tooling used to make the goods, shall remain the sole ownership of the Supplier and the Customer shall acquire no rights in respect of it pursuant to the Contract.

13. Indemnity

i. The Customer agrees to indemnify and keep indemnified the Supplier from and against all costs, claims, demands, liabilities, expenses, damages, or losses (including without limitation consequential losses, loss of profit (whether direct or indirect) and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any breach of this Contract by the Customer.

14. Confidentiality

i. The Customer shall keep and procure to be kept secret and confidential, all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use or disclose the same, save for the purposes of the proper performance of the Contract or with the prior written consent of the Supplier.

ii. The obligations of confidentiality in this condition shall not extend to any matter which the Customer can show is in, or has become part of the public domain, other than as a result of a breach of the obligations of confidentiality under the Contract was in its written records prior to entering into the Contract, was independently disclosed under any applicable law, or by the order of a court, governmental body or authority of competent jurisdiction.

iii. The Customer shall not make any announcement or otherwise publicise the existence of or disclose to any person, the provisions of the Contract without the prior written consent of the Supplier.

iv. The obligations of this condition will survive the termination of the Contract.

15. Communications

i. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

ii. Notices will be deemed to have been duly given:

a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business bours of the recipient.

b. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated.

c. On the fifth business day following mailing, if mailed by national ordinary mail or

d. On the tenth business day following mailing if mailed by airmail

Iii. All notices under these Terms and Conditions must be addressed to the most recent address, email address, or fax number notified to the other party.

16. Data protection (GDPR)

i. When providing the Goods to the Buyer, the Supplier may gain access to and/or acquire the ability to transfer, store or process personal data of customers of the Buyer.

ii. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Supplier shall be the ‘data processor as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

iii. For the avoidance of doubt ‘Personal Data’, ‘Processing’, ‘Data Controller’, Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

iv. The Supplier shall only Process Personal Data to the extend reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retail any Personal Data longer than necessary for the Processing and refrain from Processing any Personal data for its own or for any third party’s purposes.

v. The Supplier shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict ‘need to know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extend required by applicable legislation and/or regulations.

vi. The Supplier shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Supplier on behalf of the Buyer.

17. Circumstances beyond the control of either party

i. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

18. No Waiver

i. No Waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

19. Severance

i. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

20. Law and Jurisdiction

i. This Agreement shall be governed by and interpreted according to the4 law of England and Wales and all disputes arising under the Agreement, (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.