Terms and conditions

LEPT Ltd (trading as Neo Office)
La Bantchette, 3-5 Conway Street, St Helier, Jersey JE2 3NT

GST Reg. No: 0131586

Company Registration Number: 161915

1. Definitions

For the purposes of these Terms and Conditions (the “Terms”), the following words have the meanings given below:

• Seller (also “we”, “us” or the “Company”): LEPT Ltd, trading as Neo Office, a company based in Jersey, Channel Islands, with its business address at La Bantchette, 3-5 Conway Street, St Helier, Jersey JE2 3NT, including its employees and authorised agents.
• Buyer (also “you” or “Client”): The business, company or person purchasing Goods or Services from the Seller (in all cases acting during business and not as a consumer).
• Goods: All office furniture, accessories, and related products that the Seller agrees to supply to the Buyer under a Contract. This includes items made-to-order or customised per the Buyer’s specifications.
• Services: All services the Seller agrees to provide to the Buyer under a Contract, including but not limited to delivery, installation, assembly, move management, and storage services related to the Goods.
• Quotation: A written proposal or price estimate issued by the Seller for the supply of specified Goods and/or Services.
• Order: A request or instruction from the Buyer to purchase Goods or Services from the Seller, including purchase orders or written acceptance of a Quotation.
• Contract: The agreement between the Seller and the Buyer for the supply of Goods and/or Services, comprising these Terms together with the relevant Quotation and Order (including any specific terms agreed in writing). Once formed as per Clause 2, the Contract is binding on both parties.
• Site: The location designated by the Buyer for delivery of Goods or performance of Services (such as installation or move management).
• GST: Goods and Services Tax under the Goods and Services Tax (Jersey) Law 2007, or any similar indirect tax in force. All prices and payments under this Contract are exclusive of GST unless stated otherwise.

2. Scope and Basis of Contract

2.1 Application of Terms:

These Terms apply to all contracts for the sale of Goods and provision of Services by the Seller to the Buyer, to the exclusion of any other terms that the Buyer seeks to impose or incorporate (such as on a purchase order), unless otherwise agreed in writing by an authorised director of the Seller. By placing an Order, the Buyer is deemed to accept these Terms.

A binding contract shall be formed when the Client accepts the Company’s Quotation or Proposal in writing (including by email), issues a valid purchase order, provides a clear written instruction to proceed, or pays any required deposit, whichever occurs first.

Where a deposit is specified in the Quotation or Proposal, the Company may require receipt of that deposit before placing orders with suppliers or commencing the Services.

2.2 Quotations:

Any Quotation given by the Seller for Goods and Services is valid for the period stated therein, or if no period is stated for 30 days from the date of the Quotation. The Seller reserves the right to revise a Quotation if the Buyer does not accept it within this period. Quotations are not an offer to sell; they are an invitation for the Buyer to place an Order. The Seller may withdraw or revise a Quotation at any time before a Contract is formed.

2.3 Formation of Contract:

A Contract for sale is formed only when the Buyer’s Order (or acceptance of a Quotation) has been accepted in writing by the Seller and / or the required deposit has been received. Any automatic or electronic acknowledgement of an Order (such as an email receipt) also constitutes acceptance unless explicitly stated. The Seller reserves the right to refuse any Order, in which case any deposit paid will be refunded.

2.4 Entire Agreement:

The Contract (as defined in Clause 1) constitutes the entire agreement between the Seller and Buyer for the transaction. The Buyer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the Seller that is not set forth in the Proposal or Quotation. Any descriptive matter or advertising by the Seller is for illustrative purposes only and does not form part of the Contract unless expressly incorporated.

2.5 Precedence:

In the event of any conflict between these printed Terms and any specific terms expressly agreed in writing (for example, in a bespoke proposal or addendum signed by both parties), the specific agreed terms shall prevail to the extent of that conflict. Otherwise, these Terms shall prevail.

3. Prices and Payment Terms

3.1 Prices:

All prices for Goods and Services are quoted in Pounds Sterling (GBP) and exclusive of GST or VAT as applicable (unless stated otherwise). The Price of Goods is typically the amount stated in the Seller’s Quotation / Proposal or Order Confirmation. Prices exclude delivery, installation, or other Services unless expressly itemised. Any GST or other applicable taxes will be added to the invoice at the rate in effect at the time of invoicing.

3.2 GST and Tax:

If GST or VAT is applicable, it will be charged in accordance with the GST or VAT Law at the prevailing rate. The Buyer shall provide any GST registration details or VAT registration details or exemptions prior to invoicing if applicable. The Seller’s GST registration number is noted at the top of these Terms, and all invoices will comply with Jersey GST or UK VAT requirements.

3.3 Quotation Errors:

The Seller endeavours to ensure all quoted prices and descriptions are accurate. However, in the case of an obvious error or omission in a price or specification in the Quotation or Order Confirmation, the Seller will inform the Buyer as soon as possible. The Buyer will then have the option to reconfirm the Order at the correct price/specification or to cancel the Order. If the Seller and Buyer do not reach agreement, the Seller may cancel the Order without liability and refund any deposit paid. If a pricing error is obvious and could reasonably have been recognised by the Buyer as an error, the Seller is not obligated to supply the Goods at the incorrect price.

3.4 Payment Terms – Deposit:

Unless otherwise agreed in writing, a 50% deposit of the total price (plus GST or UK VAT if applicable) is required upfront with the Buyer’s Order. The Seller is under no obligation to commence work on an order or procure Goods from suppliers until the deposit has been received in cleared funds. In many cases, goods are custom-ordered or made-to-order, so the deposit serves as a commitment and is non-refundable except as expressly provided in these Terms.

3.5 Stage Payments:

For larger projects or orders involving significant lead times, the Seller may require stage payments. Any such stage payments and their due dates or milestone triggers will be specified in the Quotation or Order Confirmation (for example, an interim payment when Goods arrive prior to installation). The typical structure, unless varied by written agreement, is a 50% deposit with order, an additional percentage payment at a defined stage (e.g., prior to delivery), and the remaining balance upon completion of delivery and installation.

3.6 Final Balance:

The final balance of the price (after deposit and any interim payments) is due and payable immediately upon completion of Services, unless alternative credit terms have been agreed in writing. In all cases, full payment must be received by the Seller within the payment period stated in the quotation. Where no payment period is specified, payment will be due within 7 days of the invoice date. The Seller reserves the right to withhold delivery or suspend Services until payment is received. If the Seller has agreed to any credit period, the Buyer must pay within that period (typically 30 days from invoice for account holders, unless stated otherwise). If the Buyer fails to pay any amount by the due date or an agreed in writing timeframe, the Seller may suspend further deliveries or services and will be entitled to charge interest on the overdue amount from the due date until payment in full.

3.7 No Set-off:

All sums due under this Contract shall be paid in full, without deduction, set off or withholding, except where the Company has expressly agreed to a specific deduction or retention in respect of clearly identified outstanding or defective works.

Where such an agreement is made, the agreed deduction or retention shall not entitle the Client to withhold or delay payment of any other undisputed sums, and payment of the balance shall be made in accordance with the agreed payment terms.

4. Delivery and Installation

4.1 Delivery Date:

The Seller will make reasonable efforts to deliver the Goods and perform the Services by any agreed delivery or installation date. However, any dates quoted for delivery or completion are estimates only and time is not guaranteed. The Seller shall not be liable for any delay in delivery or installation howsoever caused, nor for any consequences of such delay. Delivery may be made in instalments by prior arrangement, and delay in one instalment will not entitle the Buyer to cancel other instalments.

4.2 Delivery Location:

Delivery of Goods shall be made to the address or Site specified by the Buyer and confirmed in the Order Confirmation. Where the Quotation or Proposal includes distribution within a building, delivery shall be to the agreed internal location, including upper floors where specified. Unless expressly stated otherwise in the Quotation or Proposal, delivery is to kerbside or ground floor entrance only.

4.3 Site Readiness:

The Buyer is responsible for ensuring that the Site is ready and suitable for delivery and installation on the agreed date. This includes, without limitation: (a) the area where furniture will be placed or installed is clear, clean, and free of obstructions or debris; (b) any construction or preparatory work (by Buyer or third parties) that could impede installation is completed; (c) any required utilities (e.g., electricity for power tools, lifts/elevators in working order) are available; and (d) the access pathways (hallways, staircases, elevators) are sufficient for the size of the Goods. The Buyer must notify the Seller in advance of any access restrictions (e.g., narrow doors, stairs, no lift, delivery time restrictions). If there are difficult accesses or the Site is a substantial distance from the unloading point, additional manpower or equipment may be needed – the Seller reserves the right to charge extra in such cases.

4.4 Buyer information and access:

The Buyer shall provide the Company with accurate information regarding site access and any known constraints that may affect delivery or installation. Where access requirements or distribution arrangements are included in the Quotation or Proposal, the Company will plan delivery and installation on that basis. If unforeseen access issues arise that were not reasonably identifiable at the time of quotation and result in additional handling, equipment or labour being required, the Company reserves the right to agree reasonable additional charges with the Buyer before proceeding.

4.5 Acceptance of Delivery:

Delivery and installation may take place with or without a client representative present, where access and prior agreement are allowed. Where a delivery or installation is completed in accordance with the agreed scope, acceptance shall be deemed to have occurred on completion. The Company may record completion through delivery records, installer job sheets or photographs. Where access is not available, or where health and safety, security or operational considerations make it inappropriate to proceed without a responsible person present, the Company reserves the right to defer delivery or installation, in which case any reasonable re-delivery or abortive visit costs may be chargeable.

4.6 Failed or Delayed Delivery Due to Buyer:

Where a delivery or installation cannot proceed as planned due to access impediments, site readiness, client instruction or other circumstances outside the Company’s reasonable control, the Company will work with the Client to rearrange delivery or installation with minimal disruption. The Company reserves the right to apply additional delivery charges in such circumstances

Where delivery or installation is postponed or rescheduled by agreement, or delayed due to access, site readiness or other Client-related reasons, such delay shall not be treated as deemed delivery, repudiation of contract or acceptance for invoicing purposes.

In such circumstances, the Company reserves the right to issue a final or interim invoice for the Goods and Services supplied under the Contract, less a reasonable allowance for any outstanding delivery and installation elements that have not yet been completed. The balance shall remain payable in accordance with the agreed payment terms, with the retained amount to be invoiced upon completion of the outstanding delivery or installation.

The Company has no right, and does not intend, to resell Goods due to delayed delivery and will work with the Client to complete delivery or installation as soon as reasonably practicable.

4.7 Installation Services:

If the Contract includes installation or assembly Services, the following additional terms apply:

• The Seller’s installation team (which may include approved subcontractors) will carry out the work during normal working hours (Monday–Friday, 8am–4pm) unless otherwise agreed. If the Buyer requires installation outside of normal hours (evenings, weekends, or public holidays), this must be arranged in advance and may incur extra charges (overtime rates or unsocial hours fees).
• The Buyer must provide the installers with necessary access to the Site, including elevator access for upper floors (or notice if no elevator is available), and ensure that a safe working environment is provided. Adequate lighting, power, and if required, secure storage space for tools/materials should be available. The Buyer should also inform the Seller of any site-specific health and safety requirements or security protocols prior to installation.
• The Site should be free from other trades or activities that could impede the efficient installation of the Goods. Insofar as reasonably practicable, the Buyer should ensure that no other major works are ongoing in the immediate area where the furniture is being installed, to allow the Seller’s team to perform their Services in one continuous operation without undue interruption.
• If installation involves interaction with any building fixtures (for example, drilling into walls or floors to secure items), the Seller will endeavour to do so carefully. However, the Seller shall not be responsible for any damage to the Buyer’s property that is a necessary result of the installation process (such as minor wall fixings or paintwork disturbances), except were caused by the Seller’s negligence. The Buyer is responsible for ensuring that any surfaces to which Goods will be affixed (walls, floors, ceilings) are in suitable condition and can withstand the installation (e.g., weight of cabinets, drilling for wall mounts).
• The Seller’s installation service does not include any building works such as drilling through structural elements, core drilling for cabling beyond furniture, moving electrical/data outlets, or any decorative work like repainting or plaster touch-ups. Such works remain the Buyer’s responsibility unless explicitly stated in the Contract.
• After installation, the Seller will remove any packaging materials it brought and leave the immediate installation area broom clean. The Buyer is responsible for any specialist waste disposal (e.g., old furniture removal) unless separately agreed.

4.8 Delivery Note and Inspection:

Upon delivery (and installation, if applicable), the Buyer should promptly inspect the Goods. Any noticeable damage, defects, or missing items should be reported to the Company within 3 working days of delivery. The Buyer should also verify that the correct quantities and models of Goods have been delivered against the quotation or invoice. If the Buyer fails to notify the Seller of any defect or shortage within 3 working days of delivery, the Goods will be deemed to have been delivered in acceptable condition and in accordance with the Contract. This does not affect the Buyer’s rights under the manufacturer’s warranty for latent defects but is important for any claims related to transport damage or order fulfilment errors.

4.9 Partial Delivery:

The Company may deliver the Goods in instalments where items are available at different times, supplied by different manufacturers, or subject to differing lead times. Delivery by instalments shall not affect the validity of the Contract as a whole.

Each instalment may be invoiced separately in accordance with the payment terms set out in the applicable Quotation or Proposal.

Any delay in delivery, or any defect, in one instalment shall not entitle the Client to cancel the Contract in respect of any other instalment. The Company will coordinate with the Client to complete delivery of all Goods as soon as reasonably practicable.

4.10 Transfer of Risk:

Risk in the Goods shall pass to the Client only on physical delivery to the agreed Site, or on collection by the Client where applicable.

Where delivery or installation is postponed by agreement, or delayed due to access, site readiness or other Client-related reasons, risk shall remain with the Company until delivery takes place. During any agreed period of postponement, the Company will take reasonable care of the Goods.

The Client is responsible for insuring the Goods from the point at which risk passes in accordance with this clause.

For the avoidance of doubt, the passing of risk under this clause is independent of the passing of ownership, which shall occur only in accordance with the retention of title provisions of this Contract.

5. Title (Retention of Ownership)

5.1 Retention of Title:

Ownership of the Goods supplied under the relevant Contract shall not pass to the Client until payment in full (cleared funds) has been received in accordance with that Contract, for the Goods and any associated delivery or installation charges supplied under the relevant Contract.

5.2 Non-paymentIf the Client fails to pay any amount due by the agreed payment date, the Company may suspend delivery and/or Services and require payment of all outstanding sums before further performance. This is without prejudice to any other rights or remedies available to the Company.

5.3 DepositsWhere a deposit has been paid and the Client fails to pay the remaining balance when due, the Company may retain the deposit as a contribution towards supplier charges, project costs, overheads and losses incurred in connection with the Contract. This does not affect the Company’s right to recover any additional sums properly due.

5.4 Deposit security (by agreement only)Where a Client requires specific confirmation regarding the application of deposit funds, this must be notified to the Company in writing prior to acceptance of the Quotation.

Unless expressly agreed in writing, deposits are received and applied in accordance with the normal course of business and do not constitute client funds, trust funds or ring-fenced accounts.

5.5 Passing of titleOnce full payment has been received in accordance with this Contract; ownership of the Goods shall pass to the Client automatically.

6. Variations and Special Orders

6.1 Buyer’s Variations:

If the Buyer requests a change or variation to the Contract (whether in respect of the Goods’ specifications, quantities, delivery dates, installation scope or any other aspect), the Buyer must inform the Seller in writing as soon as possible. No requested variation will be effective unless and until the Seller has agreed to it in writing. The Seller is under no obligation to accept a variation requested by the Buyer, especially if the Goods are made-to-order and already in production. If the Seller agrees to a variation, the Seller may adjust the Contract price and/or delivery schedule as appropriate to reflect the change. For example, if the Buyer requests additional Services or changes the specifications in a way that increases cost or complexity, the Seller will be entitled to charge for the extra cost and to have a reasonable extension of any delivery/installation date.

6.2 Price Adjustment:

If a variation or Buyer’s instruction results in delaying the delivery or performance (for instance, the Buyer asks to postpone delivery to a later date than originally agreed, or changes the Site location), the Seller may charge reasonable storage fees or additional handling costs as per clause 4.6, and if the delay causes an increase in the Seller’s costs (for example, warehousing, repeated delivery attempts, or changes in exchange rates or supplier prices), the Seller reserves the right to adjust the price accordingly after discussion with the Buyer. Similarly, if the Buyer’s variation involves a reduction in scope or quantity, the Seller will endeavour to accommodate it, but the Seller may retain all or part of the deposit to cover restocking or supplier charges, especially for made-to-order items, as described in clause 7 (Cancellation).

6.3 Variations by Seller:

The Seller shall have the right to make minor changes to the specifications of the Goods that do not materially affect their performance or appearance, for example to conform with any applicable safety or compliance requirements, or to substitute equal or better components if the original specified components are unavailable. The Seller will notify the Buyer of any such changes. If a significant change is required due to circumstances beyond the Seller’s control (for instance, a component is discontinued by the manufacturer), the Seller will discuss options with the Buyer and obtain approval for any substantive changes. In addition, in rare cases the Seller may, because of circumstances beyond reasonable control (including supplier issues or Force Majeure events), need to cancel or suspend part of the order; in such cases, the Seller will provide notice and will not charge the Buyer for any Goods/Services not provided.

6.4 Special Orders:

If the Buyer’s Order includes bespoke or made-to-order Goods (for example, custom-fabricated furniture, special finishes, or items tailored to Buyer’s specifications), the Buyer acknowledges that such Goods are manufactured specifically for the Buyer and may not be readily resalable by the Seller. Accordingly, once production of bespoke Goods has commenced, no cancellations or reductions in quantity can be accepted (except at the Seller’s sole discretion under clause 7.2) and slight variations from samples or product images may occur. The Buyer must ensure the specifications and selections for bespoke items are correct and suitable for its needs before confirming the Order.

7. Cancellation

7.1 Buyer’s Cancellation – Standard Goods:

The Buyer may only cancel an Order (or any part of it) with the prior written consent of the Seller. Cancellation requests must be made in writing as soon as possible. The Seller is not obligated to accept a cancellation, especially for Goods that have already been ordered from suppliers or shipped. If the Seller, at its discretion, consents to a cancellation of standard (stocked) Goods, it may impose a restocking or cancellation fee. Any deposit paid will be refunded only if the Seller agrees in writing and then subject to deduction of any costs incurred by the Seller up to the date of cancellation. These costs may include (without limitation) supplier charges for cancelling or returning the Goods, shipping fees, handling and administrative costs. The balance of any monies after such deductions, if any, will be returned to the Buyer. Refund of the deposit (or any part of it) is at the Seller’s sole discretion unless otherwise required by law or agreed.

7.2 Seller’s Cancellation:

The Seller reserves the right to cancel the Contract or any Order, or any remaining balance of an Order, at any time by giving written notice to the Buyer if: (a) the Buyer is in material breach of its obligations (e.g., non-payment or failure to take delivery – see also clause 4.6 and clause 11); (b) the Buyer becomes insolvent or any Event of Default occurs (clause 11.2); or (c) the Seller’s performance is rendered impossible or impractical on a prolonged basis due to a continuing Force Majeure event (as defined in clause 10). In case of cancellation by the Seller, the Seller will refund any payment received for undelivered Goods or Services not provided, after deducting any amounts due from the Buyer or any losses incurred because of the Buyer’s breach, if applicable. The Seller shall not be liable for any damages or compensation to the Buyer by reason of such cancellation. This is without prejudice to the Seller’s right to claim damages for breach of contract or other remedies where applicable.

7.5 No Refund on Services Completed:

If the Buyer cancels the Contract or any portion after Services (such as move management or installation) have been performed, the Buyer shall pay for all Services performed up to the cancellation date at the agreed rates (or, if no rates were separately agreed, at a reasonable rate reflecting work done and expenses incurred). Service fees are generally not refundable once the service has been provided.

8. Warranty and After-Sales Service

8.1 Manufacturer’s Warranty:

Many Goods supplied are covered by a manufacturer’s warranty or guarantee. The Seller will pass on to the Buyer the benefit of any manufacturer’s warranty for the Goods, to the extent such warranty is transferable. Typically, furniture manufacturers offer warranties that parts will be free from defects in material and workmanship for a certain period (e.g., 5 years, 10 years, etc., varying by product). The exact warranty terms (duration and scope) for a given product are available upon request or in the product / proposal. The Seller does not provide any separate guarantee of its own for the Goods but will facilitate warranty claims with the manufacturer on the Buyer’s behalf. In practical terms, this means if a defect in the Goods arises within the manufacturer’s warranty period, the Buyer should notify the Seller with details, and the Seller will coordinate with the manufacturer or supplier to repair or replace the defective Goods in accordance with the manufacturer’s warranty policy. Any shipping or labour costs that are covered by the manufacturer’s warranty will be honoured; if the manufacturer’s warranty is limited to parts replacement, the Seller can arrange the parts and offer repair services at the Buyer’s cost if outside warranty cover.

8.2 Warranty Limitations:

Manufacturer warranties typically cover manufacturing defects and faults under normal use. They usually do not cover normal wear and tear, natural aging of materials (e.g., slight colour changes in wood or fabric), or damage caused by misuse, improper care, modifications, or accidents. The Buyer should use and maintain the Goods in accordance with any instructions or recommendations provided. If the Buyer makes any alterations or uses non-approved accessories with the Goods, any warranty may be voided. The Seller reserves the right (on behalf of the manufacturer) to refuse a warranty claim if the Goods appear to have been misused, abused, or used in a manner not intended (e.g., overweight loads on chairs, outdoor use of indoor furniture, etc.). Warranties apply only if products are used under normal office conditions for their intended purpose.

8.3 Services Warranty:

The Seller warrants that any Services (such as installation or assembly) provided under the Contract will be performed with reasonable skill and care, in a good and workmanlike manner, and in accordance with applicable standards. If the Company is notified within a reasonable time of any failure to perform the Services with reasonable skill and care, and such failure is confirmed, the Company shall, at its option, re-perform the affected Services or provide an appropriate remedy. The Buyer must provide the Seller access to the Site to inspect and remedy any such issues. This Services warranty does not cover issues caused by faulty design or materials of the Goods (which are covered by manufacturer’s warranty) or by Site conditions outside the Seller’s control.

8.4 No Other Warranties:

Except as expressly provided in the Contract, the Seller makes no other warranties or guarantees, whether express or implied, regarding the Goods or Services. To the maximum extent permitted by law, all conditions, warranties or terms relating to fitness for purpose, quality, condition, description, or merchantability of the Goods or Services which might otherwise be implied by statute, common law or otherwise are hereby excluded. The Goods are supplied “as is” under the Contract, and the Buyer’s remedies are limited to those expressly stated in these Terms or those available under the manufacturer’s warranty. The Seller does not warrant that the Goods will be fit for any particular purpose of the Buyer, unless a specific purpose has been agreed in writing as part of the specifications.

8.5 Inspection and Acceptance:

As per clause 4.8, the Buyer is responsible for inspecting the Goods upon delivery. If the Buyer properly rejects any Goods that are damaged or not in conformity with the Contract, the Buyer shall allow the Seller or manufacturer’s agent a reasonable opportunity to inspect the Goods and, if required, collect the Goods for repair or replacement. In all cases, the Seller’s liability for defective Goods is subject to the limitations in clause 9 (Liability). Minor deviations or variations in colour, finish, or dimensions which are within standard manufacturing tolerances shall not be considered defects.

8.6 Repairs Outside Warranty:

Any repair work or replacement of parts that the Buyer requests outside the scope of the manufacturer’s warranty (for instance, after the warranty period has expired or for damage not covered by warranty) can be arranged by the Seller at the Buyer’s cost. The Seller will provide a quotation for such repair or maintenance services for the Buyer’s approval before proceeding.

9. Limitation of Liability

9.1 No Indirect or Consequential Loss:

To the fullest extent permitted by law, the Seller shall not be liable to the Buyer for any indirect, special, or consequential losses, or any punitive damages, arising out of or in connection with the Contract. In particular, the Seller will not be liable for loss of profit, loss of revenue, loss of business, depletion of goodwill, business interruption, or loss of anticipated savings, whether direct or indirect in nature, and whether the Seller was aware that such loss might occur. The Buyer should insure against these kinds of losses if they could result from delayed or defective performance.

9.2 Cap on Liability:

The maximum aggregate liability of the Seller under or in connection with this Contract (whether in contract, tort [including negligence], breach of statutory duty, or otherwise) shall be limited to the individual cost of providing replacements for any defective goods or services under this Contract for the Goods and Services.

9.3 Liability for Damage to Property:

The Seller will take reasonable care on the Buyer’s premises but is not responsible for minor damage caused in the normal course of a delivery or installation (such as scuffs to paint or flooring). For any other physical damage to the Buyer’s tangible property that is directly caused by the Seller’s negligence (and not otherwise excluded by these Terms), the Seller’s liability shall not exceed the cost of repair or replacement of the damaged area or item, subject to the overall cap in clause 9.2. The Buyer is required to mitigate any damage (for example, by allowing the Seller to attempt repair).

9.4 Third-Party Losses:

The Seller shall have no liability for any loss or damage caused to the Buyer’s own customers or other third parties (for instance, if the Buyer is a reseller or if the Buyer’s client’s premises suffer a delay). The Buyer agrees to indemnify and hold the Seller harmless against any claims by third parties that exceed the limitations of liability set out in this Contract, to the extent such claims result from the Goods or Services provided, except to the extent caused by the Seller’s wilful misconduct or gross negligence.

9.5 Product Liability and Misuse:

The Seller’s Goods are intended for normal office use and loadings. The Seller is not liable for any damage or injury caused by misuse of the Goods or use of the Goods in a manner not recommended (for example, standing on chairs, overloading shelves beyond rated capacity, improper installation by the Buyer or a third party, etc.). The Buyer should strictly follow any guidelines or weight limits provided. If the Goods include any height-adjustable or electrical components, the Buyer is responsible for ensuring that users are trained in their proper and safe operation. Any modifications to the Goods by the Buyer void any liability of the Seller for their performance or safety.

9.6 Exclusions:

The Seller shall not be liable for:

• Delays or failures in performance that fall under the Force Majeure provisions of clause 10 (for which the Seller has no liability by definition).
• Defects or issues already covered under manufacturer’s warranty (in which case the Buyer’s remedy is as per clause 8.1, through repair or replacement by the manufacturer – the Seller’s own liability for defective goods is effectively coextensive with the manufacturer’s responsibility).
• Any advice or recommendations given by the Seller or its employees or agents as to the storage, application, or use of the Goods if such advice is not confirmed in writing, or if the Buyer chooses to act against or without the Seller’s advice. The Buyer is responsible for its own selection of Goods to meet its intended results.
• Consequential costs such as hire of temporary furniture or equipment, re-printing of materials, or any penalties the Buyer incurs with its own clients due to a delay or issue with the Goods/Services. The Buyer acknowledges that it should not promise unqualified delivery dates to third parties based on the Seller’s estimated dates.

9.7 Time to Claim:

The Client shall inspect the Goods promptly following delivery and installation. Any claims relating to visible damage, shortages, or delivery-related defects must be notified to the Company in writing within 14 days of completion of delivery or installation, as applicable.

Claims relating to latent defects or manufacturing faults that were not reasonably apparent on inspection shall be notified within a reasonable time after discovery and shall be dealt with in accordance with the applicable manufacturer warranty.

9.8 Non-Excludable Liability:

Nothing in these Terms shall limit or exclude the Seller’s liability for death or personal injury caused by the Seller’s negligence, or for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under applicable law. If Jersey law or another applicable law prohibits exclusion or limitation of certain rights or liabilities (for example, certain statutory implied terms or liability for gross negligence), then the provisions of this Contract shall be read as subject to those legal limitations. However, to the extent that liability can be limited, the limitations in this Contract shall apply.

9.9 Allocation of Risk:

The parties agree that the foregoing liability limitations are reasonable and have been considered in setting the price and choosing to do business together. The Buyer acknowledges that if the Seller were to assume a higher liability exposure, the prices charged would be higher. By entering the Contract, the Buyer confirms it is either self-insured or has procured appropriate insurance for liabilities beyond the above limitations.

10. Force Majeure (Unforeseen Events)

10.1 Definition:

A Force Majeure event means any circumstance not within the reasonable control of the Seller (or the Buyer, as the case may be), which prevents or substantially hinders the performance of its obligations under the Contract. Such events include, but are not limited to: acts of God (such as flood, earthquake, hurricane or other natural disaster); war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, terrorist attack or threat; riot or civil disturbance; industrial dispute or strike (other than solely by the affected party’s own workforce); lockouts or other labour disputes; embargoes or sanctions; fire, explosion or accident; epidemic or pandemic and related government restrictions; interruption or failure of utility service (e.g., power outage); unavailability or major delays in transportation; unexpected supply chain disruptions or supplier failures; or any law or action taken by a government or public authority (such as import/export restrictions or quarantine orders).

10.2 Effect of Force Majeure:

If either party is prevented, hindered, or delayed from performing any of its obligations under the Contract due to a Force Majeure event, that party (the “Affected Party”) shall not be in breach of the Contract or otherwise liable for such failure or delay, and the time for performance shall be extended accordingly. Specifically, in the case of the Seller, if a Force Majeure event affects the Seller’s ability to deliver Goods or perform Services on time, the Seller may suspend performance and reschedule delivery or completion to a reasonable date after the Force Majeure event has concluded. The Seller shall not be liable for any penalty or damages arising from such delay. The Affected Party must use reasonable efforts to mitigate the impact of the Force Majeure event and resume performance as soon as practicable.

10.3 Notification:

The Affected Party should inform the other party as soon as reasonably possible after the start of the Force Majeure event, giving details of the nature of the event, its expected duration (if known), and the obligations affected. Likewise, notice shall be given when the Force Majeure event ends or the effects cease, and a plan for resuming performance shall be provided.

10.4 Option to Terminate:

If the Force Majeure event continues for an extended period such that it fundamentally frustrates the purpose of the Contract, either party may have the right to terminate the Contract upon written notice to the other. In commercial agreements, a guideline is if performance is delayed by more than 60 days due to Force Majeure, either party may seek to cancel the remaining obligations. In the event of such termination due to Force Majeure, the Seller will refund any advance payments for Goods or Services not delivered, after offsetting any costs reasonably incurred prior to cancellation. Neither party shall have further liability to the other upon such termination, except for rights and liabilities already accrued before the Force Majeure event.

10.5 Payment Obligations:

For clarity, no Force Majeure event affecting the Buyer’s business (for example, a downturn in the Buyer’s market or loss of Buyer’s end-customer) shall excuse the Buyer from paying invoices for Goods that have been delivered or manufactured in the case of Goods ordered but awaiting manufacture, the Seller reserves the right to recover from the Buyer any reasonable costs incurred by the Seller and/or cancellation charges imposed by the Sellers supplier, or Services already performed, as long as the Seller is ready and willing to perform its remaining obligations. A Force Majeure event affecting the Buyer primarily gives relief if it prevents the Buyer from fulfilling cooperation duties (like providing access to a Site). In such case the Seller’s obligations are suspended as above, but the Buyer remains liable for any completed portions.

11. Suspension and Termination

11.1 Seller’s Right to Suspend Performance:

If at any time the Buyer has not made a payment by its due date, or if the Seller reasonably believes the Buyer will be unable to meet its payment or other contractual obligations (due to credit concerns or otherwise), the Seller may suspend further deliveries of Goods or performance of Services under this Contract (and, at the Seller’s discretion, under any other contract with the Buyer) until adequate assurance of the Buyer’s performance is received. This includes the right to withhold shipment of Goods in production or to stop Goods in transit. The Seller will notify the Buyer of any such suspension. Suspension under this clause shall not be a breach of contract by the Seller, and the Seller shall be entitled to an extension of time equal to the period of suspension plus a reasonable restart period. If the Buyer fails to deal with the issue (e.g. make the required payment or provide security) within a reasonable time specified by the Seller, the Seller may proceed to terminate the Contract under clause 11.3.

11.2 Events of Default (Buyer):

The Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if any of the following events occurs or is likely to occur (each an “Event of Default” in respect of the Buyer):

(a) The Buyer fails to pay any amount due under this Contract on the due date and remains in default for more than [14] days after being notified in writing to make such payment.(b) The Buyer commits a material breach of any term of this Contract (other than payment) which breach is irremediable, or (if remediable) the Buyer fails to remedy that breach within 14 days of being notified in writing to do so.(c) The Buyer suspends, or threatens to suspend, the operation of its business (or any substantial part of it); or ceases to trade or indicates an intention to cease trading.(d) The Buyer becomes insolvent or unable to pay its debts as they fall due, or admits inability to pay its debts, or is deemed to or declared to be unable to pay its debts under any applicable law.(e) The Buyer makes an arrangement or composition with its creditors, or proceedings are initiated for the Buyer to be adjudicated bankrupt or for winding-up, dissolution or administration (voluntary or involuntary) of the Buyer.(f) An encumbrancer, receiver, administrator, administrative receiver or other similar officer is appointed over all or any part of the Buyer’s assets, or the Buyer’s assets are subject to any distress, execution or other process by creditors.(g) The Buyer undergoes a change of control or ownership that, in the Seller’s reasonable opinion, adversely affects the likelihood of the Buyer’s performance of the Contract (this applies if Buyer is a company or partnership).(h) The Buyer purports to assign or transfer this Contract or any of its rights or obligations without the Seller’s consent (see clause 12.3).(i) The Buyer repudiates or demonstrates an intention to no longer be bound by the Contract.

11.3 Termination for Buyer Default:

Where an Event of Default occurs, the Company may terminate the Contract in whole or in part with immediate effect by written notice to the Client. Upon termination, all sums outstanding in respect of the Contract shall become immediately due and payable.

Termination shall not affect the Company’s right to recover payment for Goods supplied or Services performed prior to termination, nor any other rights or remedies available under this Contract or at law

11.4 Termination by Buyer:

The Buyer may terminate the Contract by written notice if: (a) the Seller commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy it within 14 days of receiving a written notice from the Buyer specifying the breach and requiring its remedy; or (b) the Seller becomes insolvent or has a receiver or administrator appointed, or generally ceases to trade. In the event of termination by the Buyer for Seller’s unremedied breach or insolvency, the Buyer shall pay for any Goods delivered and Services performed up to the termination date (subject to the Buyer’s right to set off any direct costs reasonably incurred in obtaining substitute performance for the Seller’s unfulfilled obligations). The Seller shall refund any pre-paid amounts for Goods/Services not delivered, less any amount properly due to the Seller. The Buyer’s right to terminate is without prejudice against any other rights or remedies it may have under law.

11.5 Consequences of Termination:

On termination of the Contract for any reason, the following provisions apply:

• Each party shall immediately return or destroy (at the other party’s request) any confidential information or property belonging to the other that it has in its possession, except for records required to be kept for legal or compliance purposes.
• Any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after termination (such as payment obligations, confidentiality, limitations of liability, governing law, etc.) shall remain in full effect.
• Termination shall not affect any accrued rights, remedies, obligations or liabilities of either party as of the date of termination. For example, the Seller’s right to claim damages for unpaid invoices or the Buyer’s right to claim for Goods paid but not delivered (in a non-default scenario) survive termination.

11.6 Suspension by Seller (Additional):

Instead of terminating the Contract outright, the Seller may opt to suspend performance (as per clause 11.1) and/or require the Buyer to pay for Goods in transit or manufactured, as a condition to resume performance. Suspension can be an interim step while a resolution (like payment of overdue amounts or provision of security) is sought. The Seller’s failure to enforce any right to terminate immediately upon an Event of Default shall not be construed as a waiver of that right; the Seller can still terminate later for the same Event or a subsequent Event.

12. Subcontracting and Assignment

12.1 Use of Subcontractors:

The Seller shall be entitled, at its discretion, to perform any part of the Services through approved subcontractors or to procure Goods from third-party suppliers as needed. For example, the Seller may engage delivery companies, installation specialists, moving crews, or storage providers to fulfil the Contract. The Seller will use reasonable skill in selecting and instructing any subcontractor. The use of subcontractors does not relieve the Seller of its obligations to the Buyer; the Seller remains responsible for delivering the Contract scope and for the actions of any subcontractor acting on its behalf (as if they were the Seller’s own employees), except as limited by this Contract. However, the Buyer agrees that certain work may be governed by additional terms imposed by the subcontractor (for instance, if goods are stored in a third-party warehouse, the warehouse’s standard conditions for storage may apply to the Buyer’s goods). The Seller will inform the Buyer of any significant additional terms if applicable.

12.2 Third-Party Services:

In some cases of move management or storage, the Seller’s role might be to arrange third-party services on the Buyer’s behalf (such as long-term storage in a commercial storage facility, or transportation by a freight carrier). Where the Contract calls for such arrangements, the Seller acts as the Buyer’s agent to procure those services, and the third-party’s terms (which will be made available) will govern the relationship. The Seller’s liability in such scenarios will not exceed whatever liability the third-party accepts, and to the extent the third party requires any liability waivers or limitations (common in storage agreements), the Buyer agrees that the Seller can pass those through. The Seller will coordinate and support the Buyer in dealing with such third parties, but ultimate responsibility for performance in those aspects lies with the third party.

12.3 Assignment by Seller:

The Seller may assign, transfer, or novate its rights and obligations under this Contract to any affiliate or successor (such as in a business sale or reorganisation), or may factor or assign the right to receive payments, provided that such assignment does not materially affect the Buyer’s rights or increase the Buyer’s obligations. The Seller shall notify the Buyer of any such assignment. The Buyer agrees to execute any documents reasonably necessary to affect a permitted novation or assignment of the Contract by the Seller. The Seller may also subcontract the performance of any of its obligations as allowed in clause 12.1.

12.4 Assignment by Buyer:

The Buyer shall not assign, transfer, charge, or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of the Seller (such consent not to be unreasonably withheld). Any purported assignment by the Buyer without consent shall be void. In considering whether to grant consent, the Seller may require that the proposed assignee provides adequate assurance of performance (for example, financial information or a guarantee). The Buyer remains responsible for all obligations until any assignment is formally agreed and completed.

12.5 Third Party Rights:

A person who is not a party to this Contract (except permitted assignees or the Seller’s subcontractors as stated) has no right to enforce any term of this Contract. The parties agree that the Contracts (Rights of Third Parties) Act (if applicable in Jersey or any analogous law) shall not apply to this Contract. This does not affect any right or remedy for a third party that exists or is available apart from that Act.

13. General Provisions

13.1 Notices:

Any official notice or other communication required to be given under or in connection with this Contract shall be in writing and shall be delivered by hand, or sent by pre-paid recorded post, or by reputable courier, or by email (with confirmation of delivery), to the address of the other party as set out in the Contract or such other address as one party may have notified to the other in writing. For the Seller, a copy of any contractual notice should be sent to its registered office or principal business address. Notices shall be deemed received: if delivered by hand, on the day of delivery; if sent by recorded post or courier, on the 2nd business day (in the recipient’s country) after posting; if sent by email, on the day of transmission if sent before 5pm on a business day, or otherwise the next business day (provided no bounce or error message is received).

13.2 Entire Agreement:

This Contract (including these Terms, the Quotation, Order, and any documents expressly incorporated by reference) constitutes the entire agreement between the Buyer and the Seller regarding its subject matter, and supersedes and extinguishes all prior agreements, negotiations, promises, or representations (whether oral or written) made between them concerning the subject matter. Each party acknowledges that in entering the Contract it has not relied on any representation or warranty not explicitly set out in the Contract. Neither party shall have any remedy in respect of any statement or assurance not contained in the Contract, except for any remedy available in respect of fraudulent misrepresentation. No amendment to or modification of this Contract shall be binding unless in writing and signed by an authorised representative of both parties (or, in the case of a waiver, by the party waiving its rights).

13.3 Severability:

If any provision of these Terms or any part of a provision is held by a court or other competent authority to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted (or modified to the minimum extent necessary to make it valid). The validity and enforceability of the other provisions of the Contract shall not be affected. The parties shall negotiate in good faith to amend such invalid provision to reflect the original intent as closely as possible in a valid, legal manner.

13.4 Waiver:

No failure or delay by either party in exercising any right or remedy under the Contract shall constitute a waiver of that (or any other) right or remedy. Similarly, no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right. A waiver shall only be effective if made expressly in writing. The rights and remedies provided under the Contract are cumulative and do not exclude any rights or remedies provided by law.

13.5 No Partnership or Agency:

The relationship between Seller and Buyer is that of independent contracting parties. Nothing in this Contract is intended to, or shall be deemed to, create any partnership, joint venture, or agency relationship between the parties. Neither party is authorised to act as agent for the other or to bind the other in any way.

13.6 Further Assurance:

Each party shall, at its own expense, promptly execute and deliver all such documents and do all such other acts or things as the other party may reasonably request for the purpose of giving full effect to the Contract, including to secure the Seller’s title in Goods until paid (for example, registration of a security interest if applicable).

13.7 Counterparts:

(Applicable if the Contract is signed as an agreement) The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of a signed counterpart by email (PDF) or facsimile shall be as effective as signing and delivering an original.

13.8 Compliance with Laws:

The Buyer and Seller shall each comply with all laws and regulations applicable to their performance under this Contract. The Buyer shall ensure that it holds any licences or permissions necessary for the installation or use of the Goods at the Site (for example, landlord approvals for alterations, building regulations compliance for floor loading, etc.). The Seller shall obtain any export licences if needed for delivery (not typical for domestic Jersey, Guernsey, Isle of Man or UK trade). Each party shall comply with data protection laws with respect to personal information exchanged (refer to the Seller’s Privacy Policy for handling of any personal data).

13.9 Insurance:

The Seller maintains appropriate insurance coverage (such as public liability insurance and employer’s liability) for its operations. Details can be provided on request. The Buyer is responsible for insuring the Goods once risk has passed to it (clause 4.10) and for any of its own personnel or property at the Site. If the Buyer requires the Seller to have any specific insurance (for example, a higher coverage limit for a particular project), this should be communicated and agreed in writing and may involve an adjustment in price if it necessitates special coverage. All goods in transit are subject to standard Incoterms®, with associated limited insurance cover. The Seller may obtain quotations for increased insurance cover on the request of the Buyer. Details of the Incoterms® cover can be provided if requested.

13.10 Interpretation:

In these Terms, headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. “Including” means “including without limitation”. References to statutes or laws include any amendments or re-enactments thereof. References to “in writing” include email but not fax (unless otherwise stated).

14. Governing Law and Jurisdiction

14.1 Governing Law:

This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Island of Jersey, Channel Islands. The parties acknowledge that Jersey is a separate legal jurisdiction and that Jersey law (including the Jersey Sale of Goods laws and other applicable statutes) will apply to the interpretation and enforcement of this agreement, without regard to conflict of law principles.

14.2 Jurisdiction:

The parties irrevocably agree that the courts of Jersey shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Both the Seller and the Buyer submit to the jurisdiction of the Jersey courts and waive any objection to proceedings in such courts on grounds of venue or forum non conveniens.

14.3 Continued Performance:

During any dispute or legal proceedings, to the extent practicable, the parties shall continue to perform their obligations under the Contract that are not in dispute. However, this shall not apply if the Buyer has not paid undisputed amounts due, in which case the Seller may suspend performance as provided in these Terms.

Last Updated: January 2026