1. INTERPRETATION
1.1. The definitions and rules of interpretation in this condition apply in these conditions:
"Buyer" the firm or company who purchases the Goods from the Company.
"Company" A TO Z SEATING Limited (Company Number: 13819435 ).
"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating or deemed to incorporate these conditions.
"Delivery Point" the place where delivery of the Goods is to take place under condition 6.
"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. Words in the singular include the plural and in the plural include the singular.
1.4. A reference to one gender includes a reference to the other gender.
1.5. Clause headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS
2.1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the managing director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.5. The Company must receive payment of the whole price of the Goods before the Buyer’s order can be accepted. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is sent to the Buyer by email by the Company.
2.6. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3.    RIGHT OF CANCELLATION 
3.1    The Company shall be entitled to cancel any Contract if one or more of the Goods ordered by the Buyer was listed at an incorrect price due to a typographical error or an error in the pricing confirmation received from the Company’s suppliers. If the Company does cancel the Contract, the Company will notify the Buyer by email and will re-credit to the Buyer’s account any sum deducted by the Company from the Buyer’s credit card as soon as possible. The Company will not be obliged to offer any additional compensation for disappointment suffered.

4. REFUNDS AND RETURNS
4.1 This policy does not apply to a Contract for the supply of any of the Goods ordered from the website which have been made to the Buyer’s specification, for example where the Buyer has chosen:
4.1.1 specific fabrics or materials for the Goods;
4.1.2 a specific polish or finish to be applied to the Goods; or
4.1.3 non-standard sizes for the Goods.
4.2    Sometimes the product specifications of the Goods from the manufacturer may change, in which case the Company will do its best to offer the Buyer a substitute of the same or better quality as the Goods at the same price. If the Buyer is not happy with the replacement the Buyer can return it to the Company within seven working days of it receiving the Goods.
4.3    All the Company’s products are guaranteed against manufacturing defects for a minimum of 12 months. The Buyer’s statutory rights are unaffected.
4.4    If the Buyer returns Goods to the Company (for instance, because the Buyer has notified the Company in accordance with paragraph 20 that it does not agree to any change in these terms and conditions, or because it claims that the Goods are defective), the Company will examine the returned Goods and will notify the Buyer of any refund within a reasonable period of time. The Company will process the refund due as soon as possible. Goods returned by the Buyer because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to the Buyer and the cost incurred by the Buyer in returning the item to the Company.
4.5 Under the terms of the Consumer Protection Distance Selling Regulations, the buyer has a 7 day ‘cooling off’ period after receiving the goods, in which they can cancel the contract providing items are unused and in their original packaging. Distance selling regulations only apply to your order if the goods have not been custom made to your specification. If the Distance Selling Regulations do apply you can cancel your furniture by notifying us, in writing, either before delivery or within 7 days from the date of delivery. When cancelling a contract under the Distance Selling Regulations, the consumer must take reasonable care of the goods from the time they receive them until the time they return them. When a consumer cancels the contract under the Distance Selling Regulations they must return the goods to us at their own expense.
4.6 You agree to take reasonable care of the goods from the time that they are delivered to you until the time that they are returned. Examples of failure to take reasonable care of goods may include if the goods have been used, if you assemble or part assemble the goods or if you remove the goods from their packaging and fail to appropriately repack them. If your failure to take reasonable care of the goods results in them being unable to be resold as new we reserve the right to refuse the return of the goods for either an exchange or full refund. 

5. DESCRIPTION
5.1. The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order (whichever was sent later).
5.2.1. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, website or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

6. DELIVERY
6.1    Goods will be delivered to the address that the Buyer specifies in the order. The Company will only deliver Goods to a UK mainland address, therefore if the Buyer wishes the Goods to be ultimately delivered to a non-UK mainland address, the Buyer must specify a UK mainland address for delivery by the Company. The Buyer will be responsible for all onward carriage of the Goods from such UK mainland address to the non-UK mainland address. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the UK mainland address specified by the Buyer in the order. 
6.2. Unless otherwise agreed with the Company, the Buyer shall take delivery of the Goods on the dates specified by the Company for delivery.
6.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time of the acknowledgement of order from the Company, unless there are exceptional circumstances. The Company shall not be liable for any delays or failure to deliver the Goods (or any part of them) within any specified timescales or, if no dates are so specified, within a reasonable time. For example, if any of the Goods are not in stock, every attempt will be made to meet the agreed delivery times but the Company cannot be liable for any delay arising from its suppliers and/or manufactures’ own delivery schedules, which may be subject to variation beyond the Company’s control. 
6.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. 
6.5. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations then on the first occurrence of any of these eventualities:
a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); 
b) the Goods shall be deemed to have been delivered; and 
c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6.6. The Buyer shall provide at the delivery point adequate and appropriate equipment and manual labour for loading the Goods at the Buyer’s expense.
6.7. The Company may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 
6.8. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6.9.    On delivery, the Buyer (or the Buyer’s nominated contact) shall be obliged to produce a suitable form of identification. Failure to provide may result in the Goods not being delivered, without liability being incurred by the Company.

7. NON-DELIVERY
7.1. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
7.2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
7.3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

8. RISK/TITLE
8.1. The Goods are at the risk of the Buyer from the time of delivery. 
8.2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
a) the Goods; and
b) all other sums which are or which become due to the Company from the Buyer on any account.
8.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
a) hold the Goods on a fiduciary basis as the Company’s bailee;
b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; 
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall promptly produce the policy of insurance to the Company.
8.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
8.5. The Buyer’s right to possession of the Goods shall terminate immediately if:
a) the Buyer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or 
b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or 
c) the Buyer encumbers or in any way charges any of the Goods.
8.6. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
8.7. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
8.8. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
8.9. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 8 shall remain in effect.

9. PRICE
9.1. Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out on the website.
9.2.    The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. All delivery charges are set out in the website.

10. PAYMENT
10.1. Subject to condition 10.4, payment of the price for the Goods is due in pounds sterling prior to the date the Goods are delivered or deemed to be delivered. We will take payment from your card at the time we receive your order, once we have checked your card details.
10.2. Time for payment shall be of the essence.
10.3. No payment shall be deemed to have been received until the Company has received cleared funds.
10.4. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
10.5. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
10.6. If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10.7.    The Buyer agrees not to make any charge-backs and/or deny or reverse any payment made for Goods and will reimburse the Company for any charge-backs, denial or reversal of payments the Buyer makes and any loss suffered by the Company as a result.
10.8 Card payments cannot be accepted for orders which a) have an end destination outside of mainland UK and  b) are being delivered within the UK with the intention of onward shipping. This includes but is not exclusive to freight companies, shipping containers and storage facilities

11. QUALITY
11.1. Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
11.2. The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
b) be reasonably fit for their purpose; and
c) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
11.3. The Company shall not be liable for a breach of any of the warranties in condition 11.2 unless:
a) the Buyer gives written notice of the defect to the Company, and to the carrier if the defect is as a result of damage in transit, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and
b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.
11.4. The Company shall not be liable for a breach of any of the warranties in condition 11.2 if:
a) the Buyer makes any further use of such Goods after giving such notice; or
b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
c) the Buyer alters or repairs such Goods without the written consent of the Company.
11.5. Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with any of the warranties in condition 11.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
11.6. If the Company complies with condition 11.5 it shall have no further liability for a breach of any of the warranties in condition 11.2 in respect of such Goods.
11.7. Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.

12  RIGHT TO VARY THESE TERMS AND CONDITIONS
The Company has the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting the Company’s business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.