Definitions:

In these conditions (unless the Contract otherwise requires):

a. ‘The Company’ means DAS Business Furniture Limited.

b. ‘Goods’ means the goods (including any instalment of the goods or any parts for them) described in the contract.

c. ‘The Buyer’ means the person, firm or Company with whom the Contract is made.

d. ‘Company’s premises’ means the premises mentioned in the Company’s Quotations or other contractual document in respect of the Goods, or if not so mentioned, means the Company’s premises at Elizabeth Close, Saffron Walden, Essex, CB10 2NL.

e. The ‘Contract’ means the contract between the Company and the Buyer for the sale and purchase of the Goods and any services in respect thereof comprising the Company’s quotation for the sale of the Goods and any document referred to therein. These conditions of sale, the Company’s acknowledgement of the Buyer’s order, and the Buyer’s order. If there shall be any inconsistency between such document’s, they shall have precedence in the order hereinbefore listed.

f. Words in the singular shall include the plural and vice versa, references to any gender shall include the other and references to legal persons shall include natural persons and vice versa.

g. The headings in these conditions are intended for reference only and shall not affect their construction.

1. General

All quotations whether verbal or in writing are made and all orders are accepted subject to the following Terms and Conditions, which shall govern the Contract to the exclusion of any other Terms and Conditions subject to which any quotation is purported to be accepted or any order is purported to be made, by the Buyer.

No variation to these Conditions shall be binding unless agreed in writing between the Parties.

No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these 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 conditions and the remainder of the provision in question shall not be affected thereby.

2. Orders and Quotations

A quotation of the Company shall not constitute an offer and no order shall be binding on the Company unless and until confirmed in writing by our authorised representative.

All quotations are open for acceptance for thirty days from the date of the quotation unless otherwise agreed.

The acceptance of our quotation, or placing of an order by the Buyer, must be accompanied by sufficient information to enable the Company to proceed with the order forthwith, otherwise the Company may amend the delivery timescale to cover any resultant delay from lack of information.

No order which has been accepted by the Company may be cancelled by the Buyer except with our agreement in writing and on terms that the Buyer shall indemnify in full against all loss, costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellations.

3. Specification

All products are supplied exclusively to the specifications supplied to the client. However, the Company reserves the right to introduce minor changes to these specifications in the interest of technological advance, product improvement, production efficiencies and/or limitations. The Company’s policy of continuous development of Goods allows it to make any alteration in the specification of design of the Goods without notice.

Finishes and colours are based on those shown in samples provided. Where laminate and linoleum ranges have been discontinued the Company reserves the right to substitute the nearest possible match available. With solid wood and veneers, as each log differs somewhat in colour and grain, corresponding minor variations are inevitable. Claims cannot be entertained on grounds of these variations.

Measurements as given are approximate and may vary within manufacturing tolerances.

All technical details, descriptive and forwarding specifications, illustrations, drawings and particulars of weights and dimensions issued by the Company are typical and approximate only and are intended to present a general idea only of the Goods to which they refer, and none of them will form part of the Contract.

We reserve the right to make any changes in the specification of the Goods that are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

If the Goods are to be manufactured or any processes to be applied to the Goods by the Company in accordance with the specification submitted by the Buyer, the Buyer shall indemnify against all loss, damages, cost & expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright design, trademark or other industrial or intellectual property rights of any other than described person which results from our use of the Buyer’s specification.

Any specification supplied by the Company to the Buyer in connection with the contract of sale, together with the copyright, design rights or any other intellectual property rights in the specification shall be our exclusive property. The Buyer shall not disclose to any third party or use any such specification except to the extent that it is or becomes public knowledge through no fault of the Buyer’s, or as required for the purpose of the Contract.

4. Price

Unless otherwise expressly stated in the Company’s quotation or acknowledgement of the Buyer’s order, the price payable for the Goods shall be the price of the Company current at the date of order and in the case of an order for delivery by instalments, shall also be the price of the Company current at the date of order.

Unless otherwise agreed in writing our prices do include packing and delivery charges to our UK warehouse. Delivery from our warehouse to the Buyer’s premises will be itemised on our quotation or acknowledgement of the Buyer’s order. Specialised packing for Export is not included and will be charged on a project basis.

5. Payment Terms

Unless otherwise agreed by the Company in writing, payment of the price under the Contract shall be due as follows:

For Goods supplied within UK

a. 50 % upon the Company’s acceptance of the Buyer’s order.

b. 35%. Upon delivery of the product to the Buyer’s premises, or to an agreed warehouse facility if the Buyer’s premises are not available.

c. 15% balance due on completion of the installation.

d. Save that payment shall become due in any event forthwith upon the occurrence of any of the events referred to in 11 hereof.

For Goods Supplied for Export

a. 50 % upon the Company’s acceptance of the Buyer’s order.

b. 30%. Prior to Release of Goods for shipping.

c. 20% balance due on completion of the installation.

d. Save that payment shall become due in any event forthwith upon the occurrence of any of the events referred to in 11 hereof.

6. Additional Costs

The Buyer shall indemnify the Company in respect of any loss, cost or expense incurred by the Company as a result, directly or indirectly, of the Buyer’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect of default on the part of the Buyer its servants, agents or employees, including (without limitation) the costs or expenses incurred by the Company in respect of the warehousing charge and redelivery of the Goods.

7. Delivery

The Company will use best endeavours to deliver Goods on the date or dates agreed.

If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of our fault) then without prejudice to any right or remedy available to us, we may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.

When the price quoted includes delivery the Company will repair or replace free of charge Goods damaged in transit provided, we receive written notification of such damage within three days of delivery, and provided the packaging and contents have been retained for the Company’s inspection. See 12 for Export Conditions.

Shortage claims will only be considered if the Company receives written notification of such shortage within three days of delivery, but not otherwise.

Once delivered no Goods may be returned to the Company without our prior agreement. Duly authorised returns shall be sent to the Company’s premises for repair or replacement.

8. Tests

Our Goods are carefully inspected and, where practicable, submitted to our standard tests at our works before despatch. If special tests or tests in the presence of the Buyer or the Buyer’s representative are required, these, unless otherwise agreed, must be made at our Works and will be charged for in addition to the Contract price, and in the event of any delay on the Buyer’s part in attending such tests after seven days’ notice that we are ready, the tests will proceed in the Buyer’s absence, and shall be deemed to have been made in the Buyer’s presence.

9. Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, at the time when we have tendered delivery of the Goods.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until we have received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Buyer or which payment is then due.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been re-sold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fail to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

10. Warranties and Liabilities

DAS is committed to the long-term supply of its product range and is proud to state that it is still servicing and supplying additional desks for projects originally installed in 1992. This on-going supply is subject only to continuing availability of chosen finishes (e.g. worktops and cladding panels).

Length of warranty;

All metal desk components and worksurfaces supplied by DAS carry a limited lifetime warranty against defective workmanship, excluding fair wear and tear. The Limited Lifetime warranty offered applies to the ‘operational lifetime’ of the product. This is deemed to be a period of 12 years from the date of purchase.

All components deemed to be moving parts (motors, control boxes and height adjustment controllers) carry a warranty of 2 years.

The warranty period runs from the date of purchase and applies only to original purchasers who acquire new from DAS, or an authorised DAS dealer.

Any exclusion to the warranty and how they are managed.

The guarantee provides against defects in design, materials and workmanship of the product to the original purchaser of goods only. At DAS’s discretion, it will repair or replace with comparable product free of charge (for material and components) any product, part or component which fails under normal use during the applicable warranty period.

The warranty will become immediately void on any of the following happening:

• Any modification is made to the original Product or Goods.

• The Product or Goods are used in combination with anything other than product supplied by DAS.

• The Product or Goods have been exposed to extreme environmental conditions or have been stored in improper manner.

• This document inclusively describes all of the warranties given and remedies available with respect to the company’s Products and services. DAS disclaim any other warranty expressed or implied, statutory or otherwise in relation to the products.

This warranty does not apply to Product failure or damage resulting from:

• Fair wear and tear as part of the operational life of the Goods.

• Failure to follow the DAS’s instructions (whether oral or in writing).

• Misuse or repair of the Goods without the approval of DAS.

• Wilful damage, negligence, or repeated abuse.

• Goods modified or placed into applications that are outside of the product’s specification.

• Use in more than a single shift per day; in which case the warranty is reduced accordingly (this applies only to seating products supplied by DAS).

Warranty Exclusions

The following products and materials are not covered by this warranty:

• The warranty does not extend to the replacement or repair of furniture, IT equipment or any Goods not supplied by DAS.

• Bespoke Goods arising from any drawing, design or specification supplied by the Buyer (i.e., Custom Solutions/Specials products).

• Parts, materials or equipment not manufactured by DAS. In this case, the Buyer shall only be entitled to the benefit of any such warranty or guarantee provided by the manufacturer to the seller.

To confirm the product has not been misused, placed into use outside of its specification or used beyond the expectations of ordinary service. DAS maintains the right to void the warranty should the Buyer be unable to provide reasonable supporting evidence.

DAS reserve the right to request that the damaged product(s) be returned before replacement. DAS shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

Process for the administration of the warranty;

A claim under this warranty must be made, in writing, during the applicable warranty period. For a product, part or component to be eligible for coverage under this warranty it must have been installed, used and maintained according to DAS’s published instructions.

Extended Warranty Options

Based on the high quality and track record reliability of DAS products, we do not currently offer a program for extended warranty. Should an extended warrant still be required we would be happy to discuss this at a later stage.

Continuity of Supply

DAS is committed to the continuing availability of its product for a minimum of ten (10) years, subject to the availability of finishes. However, our policy is also one of continual product improvement and the company reserves the right to make detailed changes to the visual or performance characteristics of products without prior notice. The company also reserves the right to withdraw products providing that they are replaced with components of a similar or improved capability.

Third Party Product Warranty

Where DAS supply products from third party supply partners, such as monitor arms, electrics, storage, seating, etc. these will be covered by the warranties of the respective manufacturers.

11. Insolvency of Buyer

This clause applies if:

the Buyer makes any voluntary arrangement with the Buyer’s creditors or become subject to an administration order or become bankrupt or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction):

OR

an encumbrance takes possession, or a receiver is appointed, of any of the Buyer’s property or assets: or

the Buyer ceases, or threatens to cease, to carry on business: or

the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If this applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. Export Conditions

Where the Goods are supplied for export from the United Kingdom, the provisions of this section shall apply in addition to and, in case of conflict, to the exclusion of the other’s hereof.

The Buyer shall be responsible for complying with any legislation or regulations governing the export of Goods from the United Kingdom and importation of Goods into the country of destination and for the payment of any duties taxes or other expenses in connection therewith.

We shall be under no obligation to give Notice under Section 32 (3) of the Sale of Goods Act 1979.

The Buyer shall be responsible for the payment of any duties on the importation of the Goods into the country or countries of destination.

13. Installation

In the event that the Company undertakes the assembly, installation and/or fitting of the Goods, the Company shall exercise reasonable skill in the assembly, installation and/or fitting of the Goods.

Nothing herein shall impose any liability on the Company in respect of any interference with the assembly, installation or fitting of the Goods by the Buyer or any unauthorised third party. There will be no liability to the Company for costs incurred as the result of non-readiness of site or inhibited access to site, which subsequently results in the Company being unable to reasonably access the site to deliver and/or assemble product at a rate costed and agreed in our quote. No liability will be imposed to the company for buyer late adjustments to agreed program.

14. Force Majeure

Any quotation made, delivery promised or order accepted, assumes no shortages of raw materials, fuel or power (notwithstanding that the Company has taken all reasonable steps to procure the same), shortage of labour or transport, breakdown or delays to shipping on the high seas or partial failure of plant or machinery at the Company’s works or at the works of its suppliers or sub-contractors, no interruption in the normal operation of the Company’s work arising from Act of God, Government Action nor any Acts, Orders or Regulations of Government, Strikes or Lock-outs, Industrial Dispute, Accident, Fire, the Elements, War, Terrorist Acts, Civil Commotion, Riots, Pandemic or any other cause of whatsoever nature beyond the control of the Company, and no liability can be accepted by the Company for any loss or damage resulting from any such circumstances. In the event of a delay due to force majeure any proposed delivery dates printed on our orders or (if applicable) any other related contract documentation shall not be legally binding until further notice, or unless alternative dates are agreed with the buyer.

15. Legal Construction

The Contract shall be governed by the Laws of The United Kingdom.